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, .i ' ~a Porte, Texas DEED (Geon - Oxy Vinyls) KNOW ALL MEN BY THESE PRESENTS: That The Geon Company, a Delaware corporation ("Grantor"), for and in consideration of Ten and Noll 00 Dollars ($10.00) and other good and valuable consideration to Grantor paid in hand by Oxy Vinyls, LP, a Delaware limited partnership ("Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, CONVEYED, ASSIGNED and TRANSFERRED and by these presents does GRANT, BARGAIN, SELL, CONVEY, ASSIGN and TRANSFER unto Grantee all of the land described on Exhibit A attached hereto and made a part hereof, together with all improvements thereon (excluding, however, the improvements thereon owned by 1994 VCM Inc., a Texas corporation) and all rights, titles and interests appurtenant thereto, including, without limitation, all those certain easements (the II Assigned Easements") more fully described on Exhibit B attached hereto and made a part hereof, but SAVE AND EXCEPT those certain easements (the "Reserved Easements") described on Exhibit C attached hereto and made a part hereof (such land, improvements, rights, titles and interests, and Assigned Easements, but save and except the Reserved Easements, are collectively referred to as the "Property"). This Deed is executed by Grantor and accepted by Grantee subject to the terms and provisions of, and all the exceptions and qualifications provided in, that 'certain Asset Contribution Agreement _ PVC Partnership (Geon) dated as of April 30, 1999 among Grantor, 1999 PVC Partner Inc., and Grantee (the "Contribution Agreement"), a copy of which is attached hereto as Exhibit D and made a part hereof. Because certain defined terms in the Contribution Agreement refer to the Master Transaction Agreement between The Geon Company and Occidental Chemical Corporation dated December 22, 1998 (the "Master Transaction Agreement"), Exhibit D also includes a copy of the Master Transaction Agreement. Notwithstanding anything to the contrary contained herein, or any implied warranties, Grantee shall have no remedy or claim under or by reason of this Deed or any terms or warranties hereof, except to the extent, if any, such remedy or claim arises under the Contribution Agreement. The provisions of the Contribution Agreement are not merged into nor superseded by the provisions of this Deed. This Deed may be executed in any number 'of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. I I0280091\LAPORTE\PEED Page 1