<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1996.
REGISTRATION NO. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
LYONDELL PETROCHEMICAL COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1221 McKinney, Suite 1600 95-4160558
(State or other jurisdiction) Houston, Texas 77010 (I.R.S. Employer
of incorporation or organization) (Address of principal executive offices) Identification No.)
(Zip Code)
</TABLE>
------------------
LYONDELL PETROCHEMICAL COMPANY
RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
------------------
Kerry A. Galvin
Finance Counsel and
Assistant Secretary
Lyondell Petrochemical Company
1221 McKinney, Suite 1600
Houston, Texas 77010
(Name and address of agent for service)
(713) 652-7200
(Telephone number, including area code, of agent for service)
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE PRICE AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1)(2) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share 100,000 $25.44 $2,544,000.00 $877.24
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Average of the high and low of the sales price of Lyondell Common
Stock on June 3rd.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities
Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Lyondell Petrochemical Company's ("the Company") Annual
Report on Form 10-K for the year ended December 31, 1995 ("1995 Form
10-K") (File No. 1-10145);
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the document referred to in
(a) above; and
(c) The description of the Company's Common Stock contained in
the registration statement pursuant to which the Company's shares of
Common Stock were registered under Section 12 of the Exchange Act,
and any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
1
<PAGE>
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock is offered hereby by Jeffrey R.
Pendergraft, General Counsel for the Company.
The consolidated balance sheets of Lyondell Petrochemical Company at
December 31, 1995 and 1994 and the related consolidated statements of
income and accumulated deficit and cash flows for each of the three years
in the period ended December 31, 1995 in Lyondell's 1995 Annual Report on
Form 10-K have been audited by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their report which includes an explanatory
paragraph pertaining to a change in the method of accounting for certain
turnaround costs during 1993, included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated by
reference in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's certificate of incorporation and By-Laws provide that
the Company will indemnify each of its directors and officers to the full
extent permitted by the laws of the State of Delaware and may indemnify
certain other persons as authorized by the Delaware General Corporation
Law (the "GCL"). Section 145 of the GCL provides as follows:
"(a) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made
2
<PAGE>
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of
directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Section.
(h) For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
of a
3
<PAGE>
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent
for such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under the provisions of this Section with respect to the resulting
or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests
of the corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person."
The By-Laws of the Company provide as follows:
"The Company shall indemnify the officers and directors of the
Company with respect to all matters to which Section 145 of the
General Corporation Law of the State of Delaware may in any way
relate, to the fullest extent permitted or allowed by the laws of
the State of Delaware, whether or not specifically required,
permitted or allowed by said Section 145. Any repeal or
modification of this Section shall not in any way diminish any
rights to indemnification of such person or the obligations of the
Company that may have previously arisen hereunder."
Lyondell's certificate of incorporation limits the personal
liability of directors to the Company and its stockholders for monetary
damages resulting from certain breaches of the directors' fiduciary
duties. The Company maintains directors and officers liability
insurance.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of
4
<PAGE>
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index which immediately precedes
the exhibits filed with this Registration Statement.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, unless the information required
to be included in a post-effective amendment is contained in a
periodic report filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 which
is incorporated by reference in this Registration Statement;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement, unless the information required to be included in a
post-effective amendment is contained in a periodic report
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 which is incorporated by
reference in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section
5
<PAGE>
15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
See Item 6, "Indemnification of Directors and Officers," for
the undertaking pursuant to Item 512(h) of Regulation S-K.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF
TEXAS, ON JUNE 6, 1996.
LYONDELL PETROCHEMICAL COMPANY
By: /s/ Russell S. Young
---------------------
Russell S. Young
Senior Vice President,
Chief Financial Officer
and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------- -------------------------------- ------------
<S> <C> <C>
BOB G. GOWER* Chairman of the Board and June 6, 1996
- ------------------------------------------------- Chief Executive Officer
(Bob G. Gower, Principal Executive Officer)
WILLIAM T. BUTLER* Director June 6, 1996
- -------------------------------------------------
(William T. Butler)
CURTIS J. CRAWFORD* Director June 6, 1996
- -------------------------------------------------
(Curtis J. Crawford)
TRAVIS ENGEN* Director June 6, 1996
- -------------------------------------------------
(Travis Engen)
STEPHEN F. HINCHLIFFE, JR.* Director June 6, 1996
- -------------------------------------------------
(Stephen F. Hinchliffe, Jr.)
DUDLEY C. MECUM II* Director June 6, 1996
- -------------------------------------------------
(Dudley C. Mecum II)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------- -------------------------------- ------------
<S> <C> <C>
DAN F. SMITH President, Chief Operating June 6, 1996
- ------------------------------------------------- Officer and Director
(Dan F. Smith)
PAUL R. STALEY* Director June 6, 1996
- -------------------------------------------------
(Paul R. Staley)
RUSSELL S. YOUNG Senior Vice President, Chief June 6, 1996
- ------------------------------------------------- Financial Officer and Treasurer
(Russell S. Young, Principal Financial Officer)
JOSEPH M. PUTZ Vice President and Controller June 6, 1996
- -------------------------------------------------
(Joseph M. Putz, Principal Accounting Officer)
*By RUSSELL S. YOUNG June 6, 1996
---------------------------------------------
(Russell S. Young, as Attorney-in-fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequential
Page
Exhibit No. Description Number*
- ----------- ----------------------------------------------------------- ----------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of the Company
- incorporated by reference as an exhibit to the
Registrant's Registration Statement on Form S-1 (No.
33-25407).
3.2 Amendment No. 1 to the Restated Certificate of
Incorporation of the Registrant - incorporated by
reference as an exhibit to the Registrant's Registration
Statement on Form S-3 dated as of May 5, 1994 and
incorporated herein by reference.
3.3 Amended and Restated By-laws of the Company -
incorporated by reference as Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the period
ending December 31, 1994.
3.4 Amendment No. 1 to the Amended and Restated By-
Laws of the Company - incorporated by reference as
Exhibit 3.2(a) to the Company's Annual Report on
Form 10-K for the period ending December 31, 1995.
4 Form of Granting Agreement to be sent by the
Company to employees participating in the Restricted
Stock Plan.
5 Opinion and consent of Jeffrey R. Pendergraft, General
Counsel for the Company.
24.1 Consent of Jeffrey R. Pendergraft (included as part of
Exhibit 5).
24.2 Consent of Coopers & Lybrand, L.L.P.
25 Power of Attorney.
</TABLE>
____________________
* This information appears only in the manually signed original.
<PAGE>
EXHIBIT 4
RESTRICTED STOCK GRANT
PURSUANT TO THE TERMS OF THE
LYONDELL PETROCHEMICAL COMPANY
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. GRANT OF RESTRICTED SHARES. Lyondell Petrochemical Company, a
--------------------------
Delaware corporation ("Company"), hereby grants, effective as of
________________, 199__, to _____________________ ("Director") all rights, title
and interest in the record and beneficial ownership of _____ shares (the
"Restricted Shares") of common stock, $1.00 par value per share, of Company
("Company Stock") subject to the conditions described in Paragraphs 4 and 5 as
well as the other provisions of this grant of Restricted Stock (the "Restricted
Stock Grant"). The Restricted Shares are granted pursuant to the Lyondell
Petrochemical Company Restricted Stock Plan for Non-Employee Directors (in
effect from time to time, the "Plan") and are subject to the provisions of the
Plan, which is hereby incorporated herein and is made a part hereof, as well as
the provisions of this document. This Restricted Stock Grant was made pursuant
to the annual compensation plan for Non-Employee Directors. By acceptance of
this Restricted Stock Grant, Director agrees to be bound by all of the terms,
provisions, conditions and limitations of the Plan as implemented by this
Restricted Stock Grant. All capitalized terms have the meanings set forth in
the Plan unless otherwise specifically provided. All references to specified
paragraphs pertain to paragraphs of this Restricted Stock Grant unless otherwise
specifically provided.
2. CUSTODY OF RESTRICTED SHARES. Upon satisfaction of the vesting
----------------------------
conditions set forth in Paragraph 4 or the occurrence of any of the events
contemplated by Paragraph 5(b) or 5(c), Company shall issue and deliver to
Director a certificate or certificates for such number of Restricted Shares as
are required to be issued and delivered under this Restricted Stock Grant unless
Director elects to hold such shares on an uncertificated basis through the
Company's stock transfer agent or such other agent as the Company may from time
to time designate. Prior to the satisfaction of such vesting conditions or the
occurrence of such events, the Restricted Shares may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of, and shall be held in
custody by the Company until such time as the restrictions on their transfer
have lapsed.
3. RISK OF FORFEITURE. Subject to Paragraphs 5(b) and 5(c), should
------------------
Director cease to be a Director of the Company prior to any of the vesting dates
set forth in Paragraph 4, Director shall forfeit the right to receive the
Restricted Shares that would otherwise have vested on such dates.
<PAGE>
4. VESTING DATES. Subject to Paragraph 5, the total number of Restricted
-------------
Shares subject to this Restricted Stock Grant shall vest in increments as
follows: ______________ shares on _____________________, 199__; _____________
shares on ___________________, 199__; and ____________ shares on
__________________, 199__.
5. TERMINATION OF DIRECTORSHIP. Voluntary or involuntary termination of
---------------------------
Directorship, Retirement, Death or Disability of Director, or occurrence of a
Change of Control, shall affect Director's rights under this Restricted Stock
Grant as follows:
(a) VOLUNTARY OR INVOLUNTARY TERMINATION. If Directorship is
------------------------------------
terminated other than by reason of Retirement, Death or Disability, then
Director shall forfeit the right to receive all Restricted Shares that have
not vested previously pursuant to Paragraph 4, unless a majority of the
Board other than the Director takes action that any or all of Director's
Restricted Shares shall not be forfeited.
(b) CHANGE OF CONTROL. If a Change of Control, as defined in the
-----------------
Plan, occurs, all restrictions (other than those described in Paragraph 9)
applicable to such Restricted Shares shall immediately terminate, such
Restricted Shares shall be fully vested and Company shall release or direct
the release of the shares it holds for the Director's account and issue and
deliver a certificate or certificates for all Restricted Shares to the
Director.
(c) RETIREMENT, DEATH OR DISABILITY. If Directorship is terminated by
-------------------------------
Retirement, Death or Disability, as defined by the Plan, then immediately
all nonvested Restricted Shares shall fully vest, all restrictions (other
than described in Paragraph 9) applicable to Restricted Shares shall
terminate and Company shall release shares it holds for the Director's
account and issue and deliver a certificate or certificates for all
Restricted Shares to Director or Director's beneficiary or estate.
6. OWNERSHIP RIGHTS. Subject to the restrictions set forth herein and
----------------
subject to Paragraph 8, Director is entitled to all voting and ownership rights
applicable to the Restricted Shares, including the right to receive any cash
dividends that may be paid on Restricted Shares, whether or not vested.
7. REORGANIZATION OF COMPANY AND SUBSIDIARIES. The existence of the
------------------------------------------
restricted Stock Grant shall not affect in any way the right or power of Company
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in Company's capital
structure or its business, or any merger or consolidation of Company or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Restricted Shares or the rights thereof,
<PAGE>
or the dissolution or liquidation of Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
8. RECAPITALIZATION EVENTS. In the event of recapitalizations, stock
-----------------------
splits, stock dividends, combinations or exchanges of shares, mergers,
consolidations, rights offerings, separations, reorganizations, liquidations and
similar transactions or events involving Company ("Recapitalization Events"),
then for all purposes references herein to Company Stock or to Restricted Shares
shall mean and include all securities or other property (other than cash) that
Director may be entitled to receive in respect of Company Stock as determined by
the Committee in the exercise of its right under the Plan to make equitable
adjustments in the event of such Recapitalization Events, which securities or
other property (other than cash) shall be treated in the same manner and shall
be subject to the same restrictions as the underlying Restricted Shares.
9. CERTAIN RESTRICTIONS. By accepting the Restricted Stock Grant,
--------------------
Director agrees that if at the time of delivery of certificates for Restricted
Shares issued hereunder any sale of such Restricted Shares of Company Stock is
not covered by an effective registration statement filed under the Securities
Act of 1933 (the "Act"), Director will acquire the Restricted Shares for
Director's own account and without a view to resale or distribution in violation
of the Act or any other securities law, and upon any such acquisition Director
will enter into such written representations, warranties and agreements as
Company may reasonably request in order to comply with the Act or any other
securities law or with this document.
10. AMENDMENT AND TERMINATION. No amendment of this Restricted Stock
-------------------------
Grant shall be made by the Board or the Committee at any time without the
written consent of Director.
11. INTERPRETATION. The Committee has the authority and discretion to
--------------
interpret any provision of the Plan and to determine any questions regarding
this Restricted Stock Grant. All determinations or interpretations of the
Committee shall be final, conclusive and binding on the Director and the
Company.
<PAGE>
12. NO GUARANTEE OF DIRECTORSHIP. This Restricted Stock Grant shall not
----------------------------
confer upon Director any right with respect to continuance of Directorship or
other service with Company or any Subsidiary, nor shall it interfere in any way
with any right Company or any Subsidiary would otherwise have to terminate such
Directorship or other service at any time.
13. WITHHOLDING OF TAXES. The Company shall have the right to take such
--------------------
action as may be necessary or appropriate to satisfy any tax withholding
obligations.
14. NO GUARANTEE OF TAX CONSEQUENCES. Neither the Company nor any
--------------------------------
Subsidiary nor the Committee makes any commitment or guarantee that any federal
or state tax treatment will apply or be available to any person eligible for
benefits under this Restricted Stock Grant.
15. SEVERABILITY. In the event that any provision of this Restricted
------------
Stock Grant shall be held illegal, invalid, or unenforceable for any reason,
such provision shall be fully severable, but shall not affect the remaining
provisions of this Restricted Stock Grant and this Restricted Stock Grant shall
be construed and enforced as if the illegal, invalid, or unenforceable provision
had never been included herein.
16. GOVERNING LAW. This Restricted Stock Grant shall be construed in
-------------
accordance with the laws of the State of Texas to the extent federal law does
not supersede and preempt Texas law.
<PAGE>
LYONDELL PETROCHEMICAL COMPANY
By Order of the Directors Benefit
Committee of the Board of Directors
By:________________________________
Printed Name:______________________
Title:_____________________________
ACKNOWLEDGMENT
--------------
The undersigned, _________________________, grantee of the award of
Restricted Shares pursuant to this Agreement, hereby acknowledges receipt of a
copy of this Agreement and understands that his rights in respect of the
Restricted Shares may be forfeited as provided in this Agreement.
Dated ________________________, 199__.
DIRECTOR
______________________________
Printed Name:_________________
<PAGE>
As the Restricted Shares vest, Director is entitled to receive a
certificate representing such vested shares. Alternatively, Director may elect
to hold such shares on an uncertificated basis through the Company's stock
transfer agent. UNCERTIFICATED SHARES ARE FULLY TRANSFERRABLE AND CARRY THE
SAME RIGHTS OF OWNERSHIP AS CERTIFICATED SHARES. Please elect one of the two
options listed below with respect to the shares subject to this grant.
____________ I hereby elect to hold my vested shares on an
uncertificated basis through the Company's stock transfer agent.
I understand that I am entitled to quarterly statements of my
account status, to receive dividends and all other relevant tax
and other reports with respect to such shares and to request a
certificate or certificates evidencing the shares.
____________ I hereby elect to receive certificates evidencing my vested
shares.
DIRECTOR
____________________________
Printed Name:_______________
If Director fails to elect one of the alternatives, the shares will be held for
Director on an uncertificated basis.
<PAGE>
EXHIBIT 5
June 6, 1996
Lyondell Petrochemical Company
1221 McKinney Street, Suite 1600
Houston, Texas 77002
Gentlemen:
I have acted as General Counsel for Lyondell Petrochemical Company (the
"Company") in connection with the registration of an aggregate of 100,000
shares (the "Shares") of Common Stock, par value $1.00 per share, of the Company
("Common Stock") in relation to the Company's Restricted Stock Plan for Non-
Employee Directors (the "Plan") and as described in the Company's Registration
Statement on Form S-8, filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended ("Registration Statement"), to which this
opinion is an exhibit.
In such capacity, I have familiarized myself with the Articles of Incorporation
of the Company, as amended and the Amended and Restated Bylaws of the Company,
as amended and have examined certain resolutions of the Board of Directors of
the Company and all statutes and other records, instruments and documents
pertaining to the Company that I have deemed necessary to examine for the
purposes of this opinion. I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
examined as originals, the conformity to original documents of all documents
examined as certified or photostatic copies and the authenticity of the
originals of such copies. As to facts material to the opinion expressed herein
that were not independently established or verified, I have relied upon oral or
written statements and representations of officers and other representatives of
the Company.
In rendering the opinion set forth below, I have assumed that the Shares offered
under the Plan will consist only of shares of Common Stock that are issued and
outstanding on the date hereof.
<PAGE>
Lyondell Petrochemical Company
June 4, 1996
Page 2
Based upon my examination as aforesaid, I am of the opinion that the Shares have
been duly authorized and are validly issued, fully paid and nonassessable.
The foregoing opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
The foregoing opinion is limited in all respects to matters governed by the
General Corporation Law of the State of Delaware.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In giving such consent,
I do not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
JEFFREY R. PENDERGRAFT
Jeffrey R. Pendergraft
General Counsel
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (No. 33- ) of our report, which includes an explanatory paragraph
pertaining to a change in the method of accounting for certain turnaround costs
during 1993, dated February 12, 1996, except as to the information presented in
Note 11, for which the date is February 21, 1996 on our audits of the
consolidated financial statements of Lyondell Petrochemical Company as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995, which report is included in the Annual Report on Form 10-K
for the year ended December 31, 1995. We also consent to the reference to our
firm under the caption Interest of Named Experts and Counsel.
COOPERS AND LYBRAND L.L.P.
Houston, Texas
June 6, 1996
<PAGE>
EXHIBIT 25
LYONDELL PETROCHEMICAL COMPANY
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints
Bob G. Gower, Joseph M. Putz and Russell S. Young, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, in connection with any outstanding securities of
Lyondell Petrochemical Company (the "Company"), or any public offering or other
issuance of any securities of the Company authorized by the Board of Directors
of the Company, or by the Executive Committee thereof pursuant to due
authorization by such Board, (1) to execute and file, or cause to be filed, with
the United States Securities and Exchange Commission (the "Commission"), (A)
Registration Statements and any and all amendments (including post-effective
amendments) thereto and to file, or cause to be filed, all exhibits thereto and
other documents in connection therewith as required by the Commission in
connection with such registration under the Securities Act of 1933,
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<PAGE>
as amended, and (B) any report or other document required to be filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended, (2) to execute and file, or cause to be filed, any application for
registration or exemption therefrom, any report or any other document required
to be filed by the Company under the Blue Sky or securities law of any of the
United States and to furnish any other information required in connection
therewith, (3) to execute and file, or cause to be filed, any application for
registration or exemption therefrom under the securities laws of any
jurisdiction outside the United States, including any reports or other documents
required to be filed subsequent to the issuance of such securities, and (4) to
execute and file, or cause to be filed, any application for listing such
securities on the New York Stock Exchange, or any other securities exchange in
any other jurisdiction where any such securities are proposed to be sold,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act required to be done as he or she
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue of this power of attorney. Each person whose signature appears
below may at any time revoke this power of attorney as to himself or herself
only by an instrument in writing specifying that this power of attorney is
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<PAGE>
revoked as to him or her as of the date of execution of such instrument or at a
subsequent specified date. This power of attorney shall be revoked
automatically with respect to any person whose signature appears below effective
on the date he or she ceases to be a member of the Board of Directors or an
officer of the Company. Any revocation hereof shall not void or otherwise
affect any acts performed by any attorney-in-fact and agent named herein
pursuant to this power of attorney prior to the effective date of such
revocation.
Dated: March 8, 1996
Signature Title
--------- -----
BOB G. GOWER Chairman, Chief Executive
- ------------------------------ Officer and Director
Bob G. Gower
(Principal Executive Officer)
RUSSELL S. YOUNG Senior Vice President,
- ------------------------------ Chief Financial Officer and
Russell S. Young Treasurer
(Principal Financial Officer)
JOSEPH M. PUTZ Vice President and
- ------------------------------ Controller
Joseph M. Putz
(Principal Accounting Officer)
3 of 4
<PAGE>
Signature Title
--------- -----
WILLIAM T. BUTLER Director
- ------------------------------
Dr. William T. Butler
CURTIS J. CRAWFORD Director
- ------------------------------
Curtis J. Crawford
TRAVIS ENGEN Director
- ---------------------------
Travis Engen
STEPHEN F. HINCHLIFFE, JR. Director
- ------------------------------
Stephen F. Hinchliffe, Jr.
DUDLEY C. MECUM II Director
- ------------------------------
Dudley C. Mecum II
DAN F. SMITH Director
- ------------------------------
Dan F. Smith
PAUL R. STALEY Director
- ------------------------------
Paul R. Staley
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