ex10_25a.htm


    
      

    

    LYONDELLBASELL
INDUSTRIES AF S.C.A.

    
       

      PHANTOM
UNIT AWARD AGREEMENT

      AMENDMENT

      


       

      WHEREAS, pursuant to that certain
Phantom Unit Award Agreement (the “Agreement”) between LyondellBasell Industries
AF S.C.A., a Luxembourg company (the “Company”) and  Morris Gelb (the
“Executive”) effective as of April 1, 2008, the Company granted and Executive
accepted an award of Phantom Units (the “Award”);  and

       

      WHEREAS, the Company and the Executive
now desire to amend the Agreement to provide that Executive’s Award shall be
subject to the terms and conditions of the LyondellBasell Industries AF S.C.A.
Long-Term Incentive Plan, as established effective as of April 1, 2008 (the
“LTIP”);

       

      NOW, THEREFORE, effective as of
September 23, 2008, the Company and the Executive agree to amend the Agreement
as follows:

       

      
        	
                 
      

              	
                1.

              	
                The
      last sentence of Section 3(b) is deleted and replaced with the following
      sentence:

              


      

       

      “The
Company and the Executive affirm and agree that the Executive is a participant
in the LTIP and that the Award and this Award Agreement are subject to the terms
and conditions of the LTIP; provided, however, that in the event of any conflict
between the LTIP and the express terms of this Award Agreement, the terms of
this Award Agreement shall be controlling.”

       

      
        	
                 
      

              	
                2.

              	
                Section
      3 is further amended by including a new subsection (d), as
      follows:

              


      

       

      “Notwithstanding
any provision of this Agreement to the contrary, if upon the Executive’s
termination of employment during the term of this Agreement, the Executive is
providing services to “a corporation any stock in which is publicly traded on an
established securities market or otherwise” within the meaning of Section
409A(2)(B)(i) of the Code, then this Section 4(d) shall apply.  If the
Executive is identified by the Plan Administrator as a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date on which
he has a separation from service (other than due to death) within the meaning of
Section 1.409A-1(h) of the Treasury Regulations, then any payment to which he
may become entitled in satisfaction of his vested Phantom Units under the terms
of this Plan shall not take place prior to the earlier of (i) the first business
day following the expiration of six months from the date of such separation from
service, (ii) the date of Executive’s death or (iii) such other date as complies
with the requirements of Section 409A of the Code.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the Company and the
Executive have executed and delivered this Agreement this 20th day of October,
2008.

      


       

      
        
          	 
      	
                  LYONDELLBASELL
      INDUSTRIES, AF S.C.A.

                   

                
	 
      	    
      /s/   C. Bart de Jong
	 
      	
                  C.
      Bart De Jong

                
	 
      	
                  Senior
      Vice President, Human Resources

                
	 
      	 
      
	 
      	 
      
	 
      	    
      /s/   Morris Gelb
	 
      	
                  Morris
      Gelb