Executive Life Insurance Plan

ARISTECH CHEMICAL CORPORATION


EXECUTIVE LIFE INSURANCE PLAN


Article 1


THE PLAN


1.1 NAME. This plan shall be known as the Aristech Chemical Corporation Executive Life Insurance Plan (the "Plan"). The Plan is effective February 22, 1996.


1.2 PURPOSE. The Company has established the Plan to provide designated employees with additional life insurance benefits. The Plan is intended to qualify as a life insurance employee benefit plan as described in Revenue Ruling 64-328.


Article 2


DEFINITIONS


2.1 DEFINITIONS. Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning. When the defined meaning is intended, the term is capitalized:


2.1.1 "ADMINISTRATOR" means a committee consisting of the Chairman and Chief Executive Officer, Senior Vice President and Chief Financial Officer, and President and Chief Operating Officer of the Company.


2.1.2 "BASE SALARY" of a Participant means the total annual base salary payable to such Participant at the salary rate in effect on the date specified, but without reduction for any salary reduction contributions (i) to cash or deferred arrangements under Section 401(k) of the Code, (ii) to a cafeteria plan under Section 125 of the Code, or (iii) to a non-qualified deferred compensation plan. Base salary shall not take into account any incentive bonuses, reimbursed expenses, credits or benefits under any plan of deferred compensation to which the Company contributes, or any additional cash compensation or compensation payable in a form other than cash.


2.1.3 "BASIC SURVIVOR BENEFIT" means the Company provided benefit described in Article 4.


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2.1.4 "COVERAGE ADJUSTMENT DATE" means the date during each year, selected by the Company from time to time in its discretion, on which changes or increases in coverage will take effect. Initially, the Coverage Adjustment Date will be June 1 and will first be effective June 1, 1997.


2.1.5 "DISABILITY" means, in the case of a Participant who is covered by an individual or group long-term disability policy paid for by the Company, total disability as defined in such policy without regard to any waiting period. If a Participant is covered by both an individual and a group policy, Disability occurs under this Plan when total disability occurs under either the individual or the group policy, also without regard to any waiting period. For Participants not covered by such a policy, Disability means the Participant suffering a sickness, accident or injury which, in the judgment of a physician satisfactory to the Company, prevents the Participant from performing substantially all of his or her normal duties for the Company. As a condition to any benefits, the Company may require the Participant to submit to such physical or mental evaluations and tests as the Company deems appropriate.


2.1.6 "ELIGIBLE EMPLOYEE" means a member of the Corporate Management Committee or an executive or professional employee of the Company who is selected to participate in the Plan by the Executive Committee of the Board of Directors (or its designee). Such determination shall take the form of a resolution adopted by the Executive Committee of the Board identifying such employees by name or by title of position. In making such determination, the Executive Committee of the Board shall give consideration to the function and responsibilities of the employee, his or her past contributions to the profitability and sound growth of the Company and such other factors as the Board may deem appropriate. Such determination need not be uniform and may be made selectively by the Board among the employees of the Company.


2.1.7. "ENDORSEE" means either (i) the Participant, or (ii) the person or trust designated in writing by the Participant to hold and exercise Policy ownership rights as described in Article 4.


2.1.8 "INSURER" means any insurance company issuing a Policy under the terms of this Plan.


2.1.9 "NAME FIDUCIARY" means Aristech Chemical Corporation, its successors or assigns.


2.1.10 "OPTIONAL COVERAGE" means the Participant elected benefit life insurance coverage on the life of a Participant


- 2 - 3 in an amount equal to either one or two times the Participant's Base Salary in effect on the February 1 preceding the Participant's date of death, as elected by a Participant. Optional Coverage is in addition to Basic Survivor Benefit. The Participant may change the Optional Coverage election once a year. Such election changes, and any other changes, including changes based on changes in Base Salary, are subject to underwriting and other rules established by the Insurer and the Company from time to time. The Participant may discontinue Optional Coverage at any time by providing written notice to the Company and conforming to such other rules as provided by the Company from time to time. The Optional Coverage and the voluntary contributions for same will terminate within thirty days after the Participant delivers written notice to the Company.


2.1.10 "PARTICIPANT" means only a member of the Corporate Management Committee or an executive or professional employee of the Company who is specifically designated as a Participant by or under the direction of the Executive Committee of the Board of Directors.


2.1.11 "POLICY" means the insurance policy purchased by the Company on the life of each Participant, together with any supplementary contracts issued by the Insurer.


2.1.12 "RETIREMENT" means termination of a Participant's employment with the Company or its affiliates for reasons other than death or Disability after the Participant has either (i) attained age fifty-five (55) and completed at least ten (10) years of Vesting Service with the Company or (ii) attained age 62.


2.1.13 "SALARIED PENSION PLAN" shall mean the Aristech Salaried Pension Plan, as the same may be amended from time to time.


2.1.14 "VESTING SERVICE" shall have the meaning given to that term under the Salaried Pension Plan.


2.2 GENDER AND NUMBER. Except as otherwise indicated by context, masculine terminology used herein also includes the feminine and neuter, and terms used in the singular may also include the plural.


Article 3


PARTICIPATION


3.1 IN GENERAL. The plan year for the Plan shall be May 1 to April 30, unless and until changed by the Company. Each Participant shall be eligible to participate in this Plan as of the


- 3 - 4 first May 1 following designation as a Participant by the Company. The Company shall establish enrollment periods for election of Optional Coverage from time to time. Any changes in elections shall take effect the following June 1, unless otherwise specified by the Company.


3.2 PARTICIPATION CONDITIONS. To participate in and receive benefits under this Plan, each Participant agrees to observe all rules and regulations established by the Company for administering the Plan and shall abide by all decisions of the Company in the construction and administration of the Plan.


3.3 INSURABILITY. ...