ex10_4.htm


    
      

    

    
      Lyondell
Chemical Company

    

    
       



    DEFERRAL
PLAN

    


    


    Amended
and Restated, November 4, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Lyondell
Chemical Company

    Deferral
Plan

    


    Table of
Contents


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                    ARTICLE
      I GENERAL PROVISIONS

                                                                                                  	
                                                                                                    1

                                                                                                  
	 	 	 
	
                                                                                                    Section
      1.1

                                                                                                  	
                                                                                                    Purpose
      and Intent

                                                                                                  	
                                                                                                    1

                                                                                                  
	
                                                                                                    Section
      1.2

                                                                                                  	
                                                                                                    Effective
      Date

                                                                                                  	
                                                                                                    1

                                                                                                  
	
                                                                                                    Section
      1.3

                                                                                                  	
                                                                                                    Definitions

                                                                                                  	
                                                                                                    1

                                                                                                  
	 	 
	
                                                                                                    ARTICLE
      II PARTICIPATON AND DEFERRAL ELECTIONS

                                                                                                  	
                                                                                                    5

                                                                                                  
	 	 	 
	
                                                                                                    Section
      2.1

                                                                                                  	
                                                                                                    Eligibility
      and Participation

                                                                                                  	
                                                                                                    5

                                                                                                  
	
                                                                                                    Section
      2.2

                                                                                                  	
                                                                                                    Deferral
      Types

                                                                                                  	
                                                                                                    5

                                                                                                  
	
                                                                                                    Section
      2.3

                                                                                                  	
                                                                                                    Deferral
      Elections

                                                                                                  	
                                                                                                    5

                                                                                                  
	
                                                                                                    Section
      2.4

                                                                                                  	
                                                                                                    Deferral
      Limits

                                                                                                  	
                                                                                                    5

                                                                                                  
	
                                                                                                    Section
      2.5

                                                                                                  	
                                                                                                    Separation
      from Service

                                                                                                  	
                                                                                                    6

                                                                                                  
	
                                                                                                    Section
      2.6

                                                                                                  	
                                                                                                    Transfers

                                                                                                  	
                                                                                                    6

                                                                                                  
	
                                                                                                    Section
      2.7

                                                                                                  	
                                                                                                    Modification
      of Deferral Elections

                                                                                                  	
                                                                                                    6

                                                                                                  
	 	 
	
                                                                                                    ARTICLE
      III  DEFERRED COMPENSATION ACCOUNTS

                                                                                                  	
                                                                                                    7

                                                                                                  
	 	 	 
	
                                                                                                    Section
      3.1

                                                                                                  	
                                                                                                    Accounts

                                                                                                  	
                                                                                                    7

                                                                                                  
	
                                                                                                    Section
      3.2

                                                                                                  	
                                                                                                    Deferred
      Compensation

                                                                                                  	
                                                                                                    7

                                                                                                  
	
                                                                                                    Section
      3.3

                                                                                                  	
                                                                                                    Interest
      Rate

                                                                                                  	
                                                                                                    7

                                                                                                  
	
                                                                                                    Section
      3.4

                                                                                                  	
                                                                                                    Account
      Value

                                                                                                  	
                                                                                                    7

                                                                                                  
	
                                                                                                    Section
      3.5

                                                                                                  	
                                                                                                    Vesting

                                                                                                  	
                                                                                                    8

                                                                                                  
	
                                                                                                    Section
      3.6

                                                                                                  	
                                                                                                    Account
      Statements

                                                                                                  	
                                                                                                    8

                                                                                                  
	 	 
	
                                                                                                    ARTICLE
      IV  PLAN BENEFITS

                                                                                                  	
                                                                                                    9

                                                                                                  
	 	 	 
	
                                                                                                    Section
      4.1

                                                                                                  	
                                                                                                    Basic
      Plan Benefit

                                                                                                  	
                                                                                                    9

                                                                                                  
	
                                                                                                    Section
      4.2

                                                                                                  	
                                                                                                    Distribution
      Elections

                                                                                                  	
                                                                                                    9

                                                                                                  
	
                                                                                                    Section
      4.3

                                                                                                  	
                                                                                                    Amount
      and Form of Survivor Benefits

                                                                                                  	
                                                                                                    10

                                                                                                  
	
                                                                                                    Section
      4.4

                                                                                                  	
                                                                                                    Early
      Distribution

                                                                                                  	
                                                                                                    11

                                                                                                  
	
                                                                                                    Section
      4.5

                                                                                                  	
                                                                                                    Financial
      Hardship Distribution

                                                                                                  	
                                                                                                    11

                                                                                                  
	
                                                                                                    Section
      4.6

                                                                                                  	
                                                                                                    Valuation
      and Settlement

                                                                                                  	
                                                                                                    11

                                                                                                  
	
                                                                                                    Section
      4.7

                                                                                                  	
                                                                                                    Small
      Benefit

                                                                                                  	
                                                                                                    12

                                                                                                  
	 	 
	
                                                                                                    ARTICLE
      V  BENEFICIARY DESIGNATION

                                                                                                  	
                                                                                                    13

                                                                                                  
	 	 	 
	
                                                                                                    Section
      5.1

                                                                                                  	
                                                                                                    Beneficiary
      Designation

                                                                                                  	
                                                                                                    13

                                                                                                  
	
                                                                                                    Section
      5.2

                                                                                                  	
                                                                                                    Failure
      to Designate a Beneficiary

                                                                                                  	
                                                                                                    13

                                                                                                  


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            ARTICLE
      VI   ADMINISTRATION

                                                                          	
                                                                            14

                                                                          
	 	 	 
	
                                                                            Section
      6.1

                                                                          	
                                                                            Interpretation

                                                                          	
                                                                            14

                                                                          
	
                                                                            Section
      6.2

                                                                          	
                                                                            Administrative
      Records

                                                                          	
                                                                            14

                                                                          
	
                                                                            Section
      6.3

                                                                          	
                                                                            Claims

                                                                          	
                                                                            14

                                                                          
	
                                                                            Section
      6.4

                                                                          	
                                                                            Committee
      Liability

                                                                          	
                                                                            15

                                                                          
	 	 
	
                                                                            ARTICLE
      VII  AMENDMENT AND TERMINATION

                                                                          	
                                                                            16

                                                                          
	 	 	 
	
                                                                            Section
      7.1

                                                                          	
                                                                            Plan
      Amendment

                                                                          	
                                                                            16

                                                                          
	
                                                                            Section
      7.2

                                                                          	
                                                                            Termination

                                                                          	
                                                                            16

                                                                          
	
                                                                            Section
      7.3

                                                                          	
                                                                            Effect
      of Amendment or Termination

                                                                          	
                                                                            16

                                                                          
	
                                                                            Section
      7.4

                                                                          	
                                                                            Effect
      of Legislation

                                                                          	
                                                                            16

                                                                          
	 	 
	
                                                                            ARTICLE
      VIII  MISCELLANEOUS

                                                                          	
                                                                            17

                                                                          
	 	 	 
	
                                                                            Section
      8.1

                                                                          	
                                                                            Unfunded
      Benefit Plan

                                                                          	
                                                                            17

                                                                          
	
                                                                            Section
      8.2

                                                                          	
                                                                            Unsecured
      General Creditor

                                                                          	
                                                                            17

                                                                          
	
                                                                            Section
      8.3

                                                                          	
                                                                            Grantor
      Trust

                                                                          	
                                                                            17

                                                                          
	
                                                                            Section
      8.4

                                                                          	
                                                                            Non-Assignment

                                                                          	
                                                                            17

                                                                          
	
                                                                            Section
      8.5

                                                                          	
                                                                            No
      Employment Right

                                                                          	
                                                                            18

                                                                          
	
                                                                            Section
      8.6

                                                                          	
                                                                            Adjustments

                                                                          	
                                                                            18

                                                                          
	
                                                                            Section
      8.7

                                                                          	
                                                                            Obligation
      to Company

                                                                          	
                                                                            18

                                                                          
	
                                                                            Section
      8.8

                                                                          	
                                                                            Protective
      Provisions

                                                                          	
                                                                            18

                                                                          
	
                                                                            Section
      8.9

                                                                          	
                                                                            Gender,
      Singular and Plural

                                                                          	
                                                                            18

                                                                          
	
                                                                            Section
      8.10

                                                                          	
                                                                            Governing
      Law

                                                                          	
                                                                            18

                                                                          
	
                                                                            Section
      8.11

                                                                          	
                                                                            Notice

                                                                          	
                                                                            19

                                                                          
	
                                                                            Section
      8.12

                                                                          	
                                                                            Successors
      and Assigns

                                                                          	
                                                                            19

                                                                          
	
                                                                            Section
      8.13

                                                                          	
                                                                            Incapacity

                                                                          	
                                                                            19

                                                                          


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    


    Section
1.1    Purpose and
Intent.

    


    This Plan is intended to provide the
opportunity for eligible Employees to accumulate supplemental funds for
retirement or special needs before retirement through deferral of portions of
their regular Salary, Awards and Executive Supplementary Savings Plan
benefits.

    


    This Plan replaces the deferral
provisions of the Lyondell Chemical Company Executive Deferral Plan for amounts
deferred before 2005 (“Prior Plan”) to conform to the requirements of Code
Section 409A and any related regulation or other guidance promulgated by
applicable governmental agencies (“Code Section 409A”) and establishes the
provisions of this Plan as intended to apply to deferrals of compensation earned
or accrued in 2005 and thereafter.  

    


    Section
1.2    Effective
Date.

    


    This Plan document generally shall be
effective as of November 4, 2008 and shall apply to Plan Participants on or
after November 4, 2008, unless certain provisions specify that they are
effective on a different date.

    


    Section
1.3    Definitions.

    


    Account
means a separate bookkeeping account maintained by the Company for each Employee
which measures and determines the amounts to be paid to the Employee under the
Plan.  An Account may be divided in subaccounts as needed to reflect
particular Deferral Elections.

    


    Administrative
Committee means the Benefits Administrative Committee of the
Company.

    


    Awards
means immediate cash awards made under the Lyondell Chemical Company annual
incentive compensation plans for executives and senior managers or awards under
any other plan that the Board of Directors of Lyondell Chemical Company, or its
Compensation and Human Resources Committee, has authorized the Company to adopt
and to treat as Awards under this Plan.

    


    Beneficiary
means a person who is entitled to receive a Participant’s interest under this
Plan when the Participant dies before his Account is totally
distributed.

    


    Code means
the Internal Revenue Code of 1986, as amended, including any successor
provisions and any regulations or other guidance promulgated by applicable
governmental agencies.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Company
means Lyondell Chemical Company, a Delaware corporation, or its
successor.

    


    Deferral
Election means a Participant’s election to defer Salary, Awards, and/or
ESSP Benefits during a Deferral Period according to Article II.

    


    Deferral
Period means the particular calendar year for which a Deferral Election
is made.  A new Deferral Period begins each January 1 and ends each
December 31.

    


    Deferred
Compensation means the amount of Salary, Awards and/or ESSP Benefits a
Participant elects to defer by a Deferral Election.

    


    Disability
means a medically determinable physical or mental impairment which is expected
to last for at least a continuous twelve (12) month period or is expected to
result in death, where the Participant (i) either cannot engage in any
substantial gainful employment due to the impairment or (ii) is receiving
disability benefits for at least three (3) months under the Company’s applicable
disability plan.

    


    Distribution
means a distribution of a Participant’s Account as a result of a Separation from
Service or other event specified under this Plan and permitted by Code Section
409A.

    


    Early
Distribution means a Distribution before Separation from Service as
specified in Section 4.4 and permitted by Code Section 409A.

    


    Effective
Date means November 4, 2008.

     

    Employee
means a regular salaried employee of the Company.

    


    ERISA
means the Employee Retirement Income Security Act of 1974, as amended, including
any successor provisions and any regulations or other guidance promulgated by
applicable governmental agencies.

    


    ESSP
Benefits means benefits under the Company’s Executive Supplementary
Savings Plan.

    


    Financial
Hardship means a condition of severe financial difficulty due to an
unforeseeable emergency resulting from (i) an illness or accident of the
Participant, his spouse or dependent; (ii) a casualty causing a Participant’s
property loss; or (iii) other similar or extraordinary and unforeseeable
circumstances created by events beyond the Participant’s control, as determined
by the Administrative Committee, upon advice of counsel, based on written
information supplied by the Participant and which is sufficient, in counsel’s
judgment, to justify a change in a Distribution election under the Plan without
causing the Participant or any other Participant to receive taxable income from
the Plan before the Participant actually receives his benefit.

    


    Interest
Rate means the interest rate announced by the Company before the Deferral
Period and applied to the Participant’s Account during that Plan
Year.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Key
Employee means an Employee who, at any time during the prior Plan Year,
was identified as (i) an officer of the Company with annual compensation greater
than $130,000, as adjusted, (ii) a five percent (5%) owner of the Company, or
(iii) a one percent (1%) owner of the Company with annual compensation from the
Company of more than $150,000, as adjusted, as determined according to the
requirements of Code Sections 409A and 416(i).  For Plan Distribution
purposes, an Employee identified as a Key Employee during a year ending on an
identification date shall be considered a Key Employee for a twelve (12) month
period beginning on the following April 1.  December 31 of the prior
Plan Year shall be used as the identification date to identify Key Employees
under Code Section 409A.

    


    Participant
means any Employee who is participating in this Plan under Article II,
and any former Employee who has not received the entire benefit to which he is
entitled under this Plan.

    


    Plan means
this Lyondell Chemical Company Deferral Plan.

    


    Plan Year
means each calendar year beginning on January 1 and ending on December
31.

     

    Salary
means the Employee’s regular, biweekly salary, excluding Awards and any other
special or additional compensatory payments made by the Company.

    


    Separation from
Service means the Participant’s employment termination from Lyondell
Chemical Company, or any of its Subsidiaries and Affiliates, which complies with
the requirements of Code Section 409A.  A transfer to or from Lyondell
Chemical Company and any of its Subsidiaries or Affiliates shall not be a
Separation from Service under this Plan.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Subsidiaries or
Affiliates means:

    


    (a)     All
corporations that are members of a controlled group of corporations within the
meaning of Code Section 414(b) and of which the Company is then a member,
and

    


    (b)     All
trades or businesses, whether or not incorporated, that are then under common
control with the Company within the meaning of Code Section 414(c).

    


    Survivor
Benefit means the benefit under Section 4.3 provided when a Participant
dies before his Account is distributed. 

    


    Valuation
Date means the last day of each month, or another date the Administrative
Committee determines, in its discretion, which may be either more or less
frequent, used to value Participants’ Accounts.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ARTICLE
II

    


    PARTICIPATION
AND DEFERRAL ELECTIONS

    


    


    Section
2.1    Eligibility and
Participation.

    


    (a)    Eligibility.  
Eligibility to participate in this Plan shall be limited to Employees who
(1) are eligible to receive an Award (2) are participants in the Executive
Supplementary Savings Plan, or (3) have been designated as eligible by a
specific resolution of the Administrative Committee upon recommendation of the
Company’s Vice President, Human Resources.  An Employee who becomes
eligible to participate in this Plan after a Deferral Period begins shall not be
eligible to participate until the following Deferral Period.

    


    (b)    Participation. An eligible
Employee may elect to participate in the Plan by submitting a Deferral Election
for a Deferral Period. 

    


    Section
2.2    Deferral
Types.

    


    A Participant may elect to defer
Salary, Awards and/or ESSP Benefits, subject to any limits, conditions or
restrictions, such as minimum or maximum deferral amounts, as the Administrative
Committee prescribes before the Deferral Period begins.  A Participant
may also elect to defer an Early Distribution at the time and in the manner the
Administrative Committee prescribes.

    


    Section
2.3    Deferral
Elections.

    


    Before each Deferral Period, at a time
and in the manner the Administrative Committee prescribes, each eligible
Employee may elect to defer Salary, Awards, and/or ESSP Benefits.  The
time and form of Distribution of the deferred amount shall be elected when the
Deferral Election is made.  This Deferral Election shall be
irrevocable after the Deferral Period begins, unless modifications are
authorized under Section 2.7.

    


    Section
2.4    Deferral
Limits.

    


    Deferral Elections are subject to the
following limits:

    


    
      (a)    A
Participant may not defer more than fifty percent (50%) of his
Salary.

    

    


    (b)    The Administrative
Committee shall establish a minimum amount that may be deferred before the
Deferral Period begins.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Section
2.5    Separation from
Service.

    


    Any outstanding Deferral Election
relating to Awards and/or ESSP Benefits payable after Separation from Service
shall remain binding; otherwise, a Participant’s Deferral Elections shall
terminate on the Participant’s Separation from Service.

    


    Section
2.6    Transfers.

    


    A Participant’s Deferral Elections
shall be irrevocable regardless of a transfer of employment among Lyondell
Chemical Company, any of its Subsidiaries or Affiliates, or Houston Refining
LP.  When a transfer occurs, the Participant’s Deferral Election shall
continue to apply to Awards, Salary or ESSP Benefits granted by the transferee
company and the transferee company’s deferral plan shall assume responsibility
for the remainder of the Deferral Period, if any, subject to any Deferral
Election that the Participant made under the transferor company’s
plan.

    


    Section
2.7    Modification of
Deferral Elections.

    


    The Administrative Committee may permit
a Participant to cease remaining deferrals under a Deferral Election upon
finding that the Participant has suffered a Financial Hardship, to the extent
that the Deferral Election may be revoked as a result of Financial Hardship
under the Code Section 409A or a hardship Distribution under Code Section
401(k).


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    ARTICLE
III

    


    DEFERRED
COMPENSATION ACCOUNTS

    


    


    Section
3.1    Accounts.

    


    Accounts shall be maintained for each
Participant for record-keeping purposes only.  A Participant’s Account
may be divided into subaccounts if necessary to determine how a Participant’s
Distribution Elections shall apply to portions of the Account.

    


    Section
3.2    Deferred
Compensation.

    


    A Participant’s Deferred Compensation
shall be credited to the Participant’s Account on the date when the
corresponding non-deferred portion of the compensation is paid or would have
been paid but for the Deferral Election.  The Company shall have the
right to withhold from Salary (or otherwise to cause the Participant or the
executor or administrator of his estate, or his Beneficiary) to pay any federal,
state, local and/or foreign taxes required to be withheld on any Deferred
Compensation.

    


    Section
3.3    Interest
Rate.

    


    Interest shall be credited monthly on
the balance of the Account on each Valuation Date beginning on the date when
deferred amounts are credited to the Account.  A Participant’s Account
will be credited with interest monthly during each Plan Year before the full
Distribution of the Participant’s Account at the Interest Rate previously
announced by the Company to apply during the Plan Year.  The monthly
Interest Rate during the Plan Year shall be based on the previous monthly
average of the closing yield to maturity, as reported by Bloomberg,
of Lyondell Chemical Company’s most junior publicly traded debt on December 1 of
the prior Plan Year.  If this debt is retired during the Plan Year,
the monthly interest Rate shall be based on the previous monthly average of the
then longest maturity for the Company’s most junior publicly traded
debt.

    


    Section
3.4    Account
Value.

    


    A Participant’s Account on each
Valuation Date shall consist of the balance of the Participant’s Account on the
immediately preceding Valuation Date, plus the amount of the Participant’s
Deferred Compensation since the Valuation Date, plus interest credited to the
Account, and minus any Distributions or reductions made from the Account since
the immediately preceding Valuation Date.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Section
3.5    Vesting.

    


    Each Participant shall be one hundred
percent (100%) vested at all times in the amounts credited to the Participant’s
Account.

    


    Section
3.6    Account
Statements.

    


    The Company shall provide each
Participant with periodic statements setting forth the Participant’s Account
balance.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    ARTICLE
IV

    


    PLAN
BENEFITS

    


    


    Section
4.1    Basic Plan
Benefit.

    


    Except as provided in Section 4.2, if a
Participant has a Separation from Service, the Company shall pay a Plan benefit
equal to the Participant’s Account, including interest at the Interest Rate
established in Section 3.3.  Interest is payable on a Participant’s
Account balance until the Account is fully distributed.

    


    Section
4.2    Distribution
Elections.

    


    (a)    Time and Form of
Distribution.  If the Participant becomes entitled to a
Distribution due to Separation from Service on or after attaining age fifty-five
(55) with at least ten (10) years of service recognized by the Company or due to
Disability, Distribution shall be made at the time and form specified in the
applicable Deferral Elections, except as provided in this section or in (f)(2)
below.  However, if the Participant’s Separation from Service is due
to a transfer to Houston Refining LP, the Participant will become entitled to a
Distribution in the tenth (10th)
calendar year following the year when the transfer occurred. 

    


    A
Participant may elect one or more of the following forms and commencement dates
for all or portions of his Account.

    


    
      (1)    Lump Sum.A single payment of
all of the amount deferred under a Deferral Election.

    

    


    
      (2)    Installment
Payments.  Monthly installment payments for five (5), ten (10)
or fifteen (15) years of the amount deferred under a Deferral Election in
substantially equal payments of principal and interest. 

    

    


    Notwithstanding the foregoing, a
Participant’s Account may be distributed earlier under the Plan terms due to
death or Financial Hardship, as provided in Sections 4.3 and 4.5, or for other
reasons as may be provided under Code Section 409A.

    


    (b)    Distribution Elections
Inapplicable.  If a Participant’s Account becomes distributable
due to Separation from Service before attaining age fifty-five (55) with at
least ten (10) years of service recognized by the Company, the Participant’s
Deferral Elections shall be disregarded and the Participant’s Account will be
paid in substantially equal payments of principal and interest over a three (3)
year period.  Distribution shall begin as soon as administratively
possible, but no later than sixty (60) days after a Separation from Service or
as provided in (e) if the Participant is a Key Employee unless the Participant’s
Separation from Service is due to a transfer to Houston Refining
LP.  However, if the Participant transfers to Houston Refining LP, the
Participant will become entitled to a Distribution in the tenth (10th)
calendar year following the year when the transfer occurred.  The
amount of each monthly installment shall be redetermined, effective January 1 of
each year, based on the remaining balance subject to the installment payment
election and the remaining number of installment payments.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (c)    Failure to Make a Distribution
Election.  If the Participant becomes entitled to a
Distribution on Separation from Service on or after attaining age fifty-five
(55) with at least ten (10) years of service recognized by the Company or due to
a Disability and has failed to make a Distribution election for an amount
deferred for a particular Deferral Period, except as provided in (f)(2) below,
that portion of the Participant’s Account balance will be distributed
immediately in a single cash payment as soon as administratively possible, but
no later than sixty (60) days following that distributable event or as provided
in (e) if the Participant is a Key Employee.

    


    (d)    Change in Time or Form of
Distribution.  A Participant may elect to delay the
commencement, or change the form, of a Plan Distribution, according to
procedures adopted by the Administrative Committee, but (1) the election may not
become effective until at least twelve (12) months after the date the
Distribution election is made, (2) the election must defer payment for a period
of at least five (5) years after the original Distribution date and (3) the new
Distribution election must be made at least twelve (12) months before the date
the original Distribution was scheduled to occur.

    


    (e)    Key Employees.  If a
Participant is a Key Employee whose Account becomes distributable due to
Separation from Service, a Distribution shall not begin until six (6) months
following the Key Employee’s Separation from Service, whether in a lump sum or
installment payment form.  Lump sum and installment payments shall be
calculated on the Account value at the delayed Distribution date and shall
commence as soon as administratively possible following the delayed Distribution
date ; provided, however, that
this Section 4.2 (e) shall apply only if the Company is a corporation any stock
in which is publicly traded on an established securities market or
otherwise.

    


    Section
4.3             Amount
and Form of Survivor Benefits.

    


    If the
Participant dies before his Account Distribution begins, the Plan shall pay a
Survivor Benefit equal to the value of the Participant’s Account balance,
increased by the applicable Interest Rate on the unpaid Account balance during
the period when Survivor Benefit payments are being made to the Participant’s
Beneficiary.  A Participant may elect the form of Survivor Benefit
payments and the election will apply to his entire Account balance.  A
Participant may elect Survivor Benefits payable in a lump sum or monthly
installments for five (5), ten (10) or fifteen (15) years in substantially equal
payments of principal and interest.  If the Participant has changed
the Survivor Benefit election, the change shall not be effective until twelve
(12) months after the date the change was made.  If the Participant
fails to elect a form of  Survivor Benefit payments, the Participant’s
Account balance shall be distributed in a lump sum as soon as practical
following the Participant’s death.

    


    If the
Participant dies after his Account Distribution begins, any Survivor Benefit
payment elected under this Plan shall not apply and the Participant’s Account
balance shall continue to be paid to the Beneficiary in the benefit form that
was payable to the Participant, until all remaining payments that would have
been made to the Participant if the Participant had lived have been
made.  Payments shall be increased by the applicable Interest Rate
credited on the deceased Participant’s unpaid Account balance during each year
payment is made to the Beneficiary.


    
      
         


      

      
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    Section
4.4    Early
Distribution.

    


    A Participant may elect to receive an
Early Distribution from his Account subject to the following
restrictions:

    


    (a)    Election.  The
election to take an Early Distribution for a particular Deferral Election must
be made at the same time the Participant makes that Deferral
Election.

    


    (b)    Amount.  The amount
which a Participant can elect to receive as an Early Distribution shall be the
portion of the amounts deferred under a particular Deferral Election, as
prescribed by the Administrative Committee before the Deferral
Period.  If a previously elected amount exceeds the related Account
balance when an Early Distribution is to be made, only the Account balance will
be paid.

    


    (c)    Time of Early
Distribution.  The Early Distribution shall begin at a time
elected by the Participant when the Deferral Election was made and the date
elected for an Early Distribution must be at least two (2) years after the
Deferral Election becomes effective.  If the Participant has a
Separation from Service before the Early Distribution date, the Early
Distribution election will be canceled and Distribution will be made under
Section 4.2.

    


    (d)    Distributions from
Account.  Amounts paid to a Participant under this Section
shall be treated as Distributions from the Participant’s Account.

    


    Section
4.5    Financial Hardship
Distribution.

    


    (a)    Financial Hardship
Distribution.  When the Administrative Committee finds that a
Participant has suffered a Financial Hardship, following the Participant’s
written application, the Administrative Committee shall distribute all or a
portion of the Participant’s Account reasonably necessary to satisfy the
Financial Hardship.  The amount necessary to satisfy the Financial
Hardship shall be the amount determined according to the requirements of Code
Section 409A.  The Distribution shall be paid in a lump sum as soon as
administratively practical following the Financial Hardship
finding.

    


    (b)    Review of the Request for Financial
Hardship Distribution. Counsel for the Plan, on an ongoing basis, shall
review legal and tax developments to assure continuous compliance with the
relevant authorities governing plan design to prevent constructive receipt of
taxable income by any Participant, and shall advise the Administrative Committee
of the applicable law.

    


    Section
4.6    Valuation and
Settlement.

    


    The Settlement Date shall be the
earlier of the date when a lump sum is paid or when installment payments
commence.  The Settlement Date for a Distribution shall be no more
than thirty (30) days after the last day of the month when the Participant or
his Beneficiary becomes entitled to a Distribution, or six (6) months later, if
the Participant is a Key Employee.  The Settlement Date for an Early
Distribution shall be the month that the Participant has elected to commence
payment.  The amount of a lump sum and the initial amount of
installment payments for a Participant’s Account shall be based on the value of
the Participant’s Account on the Valuation Date at the end of the immediately
preceding month before the Settlement Date.


    
      
         


      

      
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    Section
4.7    Small
Benefit.

    


    Notwithstanding any Distribution
Election, the Administrative Committee, in its sole discretion, may pay any
benefit as a lump sum payment to the Participant or any Beneficiary, if the lump
sum amount of the Account balance that remains in the Account, or which is
payable to the Participant or Beneficiary in installments when payments to the
Participant or Beneficiary would otherwise commence, is less than
$10,000.

    



    
      
         


      

      
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    ARTICLE
V

    


    BENEFICIARY
DESIGNATION

    


    


    Section
5.1    Beneficiary
Designation.

    


    Each Participant has the right to
designate a Beneficiary or Beneficiaries to receive his interest in his Account
on his death.  The designation shall be made in the time and manner
the Administrative Committee prescribes.  The Participant has the
right to change or revoke any designation from time to time by filing a new
designation or notice of revocation, and no notice to any Beneficiary nor
consent by any Beneficiary shall be required to make any change or
revocation.

    


    Section
5.2    Failure to Designate
a Beneficiary.

    


    If a Participant fails to designate a
Beneficiary before his death, or if no designated Beneficiary survives the
Participant, the Administrative Committee shall direct the Company to pay his
Account balance in a lump sum to the executor or administrator of his
estate.


    
      
         


      

      
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    ARTICLE
VI

    


    ADMINISTRATION

    


    


    Section
6.1    Interpretation.

    


    The Administrative Committee has the
exclusive right and discretionary authority to interpret the Plan’s provisions
and to decide questions arising in its administration.  The
Administrative Committee’s decisions and interpretations shall be final and
binding on the Company, Participants, Employees and all other
persons.

    


    Section
6.2    Administrative
Records.

    


    The Administrative Committee shall keep
records reflecting Plan administration, which the Company may
audit.

    


    Section
6.3    Claims.

    


    If a
Participant makes a written request alleging a right to receive Plan benefits or
alleging a right to receive an adjustment in Plan benefits being paid, the
Administrative Committee shall treat it as a benefit claim.  All
benefit claims under the Plan shall be sent to the Administrative Committee and
must be received within thirty (30) days after Separation from
Service.  The decision will be made within ninety (90) days after the
Administrative Committee receives the claim unless the Administrative Committee
determines additional time due to special circumstances is needed.  If
the Administrative Committee determines that an extension to process a claim is
required, the final decision may be deferred up to one hundred eighty (180) days
after the claim is received, if the claimant is notified in writing of the need
for the extension and the anticipated date of a final decision before the end of
the initial ninety (90) day period.

    


    If the
Administrative Committee decides that any individual who has claimed a right to
receive benefits, or different benefits, under the Plan is not entitled to
receive all or any part of the benefits claimed, it will inform the claimant in
writing or electronically, in terms calculated to be understood by the claimant,
of the specific reasons for the denial, the Plan provisions on which the denial
is based, a description of additional material or information necessary to
perfect the claim and an explanation of why the material or information is
needed, and an explanation of the Plan’s claim review procedures.  If
no action is taken on the claim within these time periods, the claim shall be
deemed denied on the last day of the applicable time period.  The
claimant is entitled to a full and fair review of the denied claim after actual
or constructive notice of a denial.

    


    The
claimant, or his authorized representative, must file a written request for
review with the Administrative Committee setting forth the grounds for the
request and any supporting facts, comments or arguments he wishes to make,
within sixty (60) days after actual or constructive notice.  If a
written request for review is not received within this sixty (60) day period,
the denial will be final.  The claimant shall have reasonable access
to all relevant documents pertaining to the claim.


    
      
         


      

      
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    The
Administrative Committee or the persons responsible to conduct the review on the
Administrative Committee’s behalf shall conduct a full review of the
claim.  Unless special circumstances require an extension of the
review period, the Administrative Committee will render its decision no later
than the date of its next regularly scheduled meeting, unless the request is
filed less than thirty (30) days before that meeting.  If the request
is filed less than thirty (30) days before a regularly scheduled meeting, the
Administrative Committee will render its decision no later than the date of the
second regularly scheduled meeting after it receives the
request.  However, if special circumstances require an extension of
the review period, a final decision shall be rendered no later than the third
regularly scheduled meeting after it receives the request for review, if the
claimant is notified in writing of the special circumstances and the date of the
expected decision, before the time is extended due to special
circumstances.  If the decision on review is not furnished to the
claimant within the applicable time period(s), the claim shall be denied on the
last day of the applicable period.  Administrative Committee decisions
shall be in writing and provided no later than five (5) days after the decision
is made.  The decision shall include specific reasons for the action
taken, including the specific Plan provisions on which the decision is
based.  The claimant shall be notified of the right to reasonable
access, on request, to relevant documents or other information without
charge.

    


    Section
6.4    Committee
Liability.

    


    No Administrative Committee member
shall be liable for any action taken in good faith or for exercise of any power
given the Administrative Committee, or for the actions of other Administrative
Committee members.


    
      
         


      

      
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    ARTICLE
VII

    


    AMENDMENT
AND TERMINATION

    


    


    Section
7.1    Plan
Amendment.

    


    This Plan may be amended from time to
time by a resolution of the Remuneration Committee of the Supervisory Board of
LyondellBasell Industries.

    


    Section
7.2    Termination.

    


    The Company intends to continue this
Plan indefinitely, but reserves the right to terminate it at any time for any
reason.

    


    Section
7.3    Effect of Amendment
or Termination.

    


    No Plan amendment or termination may
adversely affect the benefit payable to any Participant receiving or entitled to
receive Plan benefits before the effective date of the amendment or
termination.  However, the Company may amend the Plan to eliminate any
form of payment or to comply with any law or regulation, including but not
limited to, reformation of any Plan provision that would result in an excise tax
being imposed under Code Section 409A, and if so, that amendment or reformation
will not be deemed to adversely affect any Participant’s benefit
entitlement.

    


    Section
7.4    Effect of
Legislation.

    


    It is intended that the provisions of
the Plan satisfy the requirements of Code Section 409A and that the Plan be
operated in a manner consistent with such requirements to the extent
applicable.  Therefore, the Administrative Committee may make
adjustments to the Plan and may construe the provisions of the Plan in
accordance with the requirements of Code Section 409A.  If any Plan
provision would result in imposition of an excise tax under Code Section 409A,
the terms of Code Section 409A shall apply and that Plan provision will be
reformed to avoid the excise tax. 


    
      
         


      

      
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    ARTICLE
VIII

    


    MISCELLANEOUS

    


    


    Section
8.1    Unfunded Benefit
Plan.

    


    This Plan is intended to constitute an
unfunded plan which is maintained primarily to provide deferred compensation in
the form of additional benefits to a select group of management or highly
compensated employees, as defined in ERISA Sections 201(a)(2), 301(a)(3) and
401(a)(1).

    


    Section
8.2    Unsecured General
Creditor.

    


    Participants and their Beneficiaries
shall have no legal or equitable rights, claims or interests in any specific
Company assets or property, nor are they the Beneficiaries of, or have any
rights, claims or interests in, any life insurance policies, annuity contracts,
or the proceeds of those policies or contracts which the Company owns or
acquires (“Policies”).  Any Policies or other Company assets shall be
and shall remain general, unpledged, unrestricted Company assets.  The
Company’s obligation under the Plan is merely an unfunded and unsecured Company
promise to pay money in the future.

    


    Section
8.3    Grantor
Trust.

    


    Although the Company is responsible for
all Plan benefits, the Company, in its discretion, may contribute funds to a
grantor trust, as it deems appropriate, to pay Plan benefits.  The
trust may be irrevocable, but trust assets shall be subject to the claims of
creditors of Lyondell Chemical Company.  To the extent any Plan
benefits are actually paid from the trust, the Company shall have no further
obligation for those benefits, but to the extent the benefit is not paid,
benefits shall remain the obligation of, and shall be paid by, the
Company.  Participants shall be unsecured creditors insofar as their
legal claim for Plan benefits and Participants shall have no security interest
in the grantor trust.

    


    Section
8.4    Non-Assignment.

    


    Payments to and benefits under this
Plan are not assignable, transferable or subject to alienation since they are
primarily for the support and maintenance of the Participants and their
Beneficiaries.  Likewise, payments shall not be subject to attachments
by creditors of, or through legal process against, the Company, the
Administrative Committee or any Participant.  Payments may be offset
by the Company as provided under Section 8.7.


    
      
         


      

      
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    Section
8.5    No
Employment Right.

    


    The Plan provisions shall not give an
Employee the right to be retained in Company service nor shall this Plan or any
action taken under it be construed as an employment contract.

    


    Section
8.6    Adjustments.

    


    At the
Company’s request, the Administrative Committee may adjust a Participant’s Plan
benefit or make other adjustments required to correct administrative errors or
provide uniform treatment of Participants, in a manner consistent with the
Plan’s intent and purpose.

    


    Section
8.7    Obligation to
Company.

    


    If a Participant becomes entitled to a
Distribution of Plan benefits and the Participant has any debt, obligation, or
other liability representing an amount owed to the Company, or its Subsidiaries
and Affiliates or any Company, Subsidiary or Affiliate benefit plan, then the
Administrative Committee, in its sole discretion, may offset the amount owed
against the amount of benefits otherwise distributable under this
Plan.

    


    Section
8.8    Protective
Provisions.

    


    Each Participant shall cooperate with
the Company by furnishing any and all information the Company requests to
facilitate Plan benefit payments, taking any physical examinations the Company
deems necessary and taking other relevant action as the Company
requests.  If a Participant refuses to cooperate, the Company shall
have no further obligation to the Participant under the Plan.  If the
Participant makes any material misstatement of information or nondisclosure of
medical history, no benefits will be payable to the Participant or his
Beneficiary unless, at the Company’s sole discretion, benefits are payable in an
amount reduced to compensate the Company for any loss, cost, damage or expense
suffered or incurred by the Company as a result in any way of any Participant
action, misstatement or nondisclosure.

    


    Section
8.9    Gender, Singular and
Plural.

    


    All pronouns and any variations are
deemed to refer to the masculine, feminine, or neuter, as the identity of the
person or persons requires.  The singular may be read as the plural
and the plural as the singular, as the context may require.

    


    Section
8.10    Governing
Law.

    


    This Plan shall be construed, regulated
and administered under the laws of the State of Texas, except to the extent that
those laws are preempted by ERISA.


    
      
         


      

      
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    Section
8.11    Notice.

    


    Any
notice or filing required or permitted to be given to the Administrative
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to the Company’s principal office,
directed to the attention of the Secretary of the Administrative
Committee.  Notice shall be deemed given on the delivery date or, if
delivery is made by mail, on the date shown on the postmark on the receipt for
registration or certification.

    


    Section
8.12    Successors and
Assigns.

    


    This Plan shall be binding on the
Company and its successors and assigns.

    


    Section
8.13    Incapacity.

    


    If the Administrative Committee deems
any person entitled to receive any Plan payment is incapable of receiving or
disbursing the payment because of minority, illness or infirmity, mental
incompetency, or incapacity of any kind, the Administrative Committee, in its
sole discretion, may take any one or more of the following
actions:  it may apply the payment directly for the person’s comfort,
support and maintenance; it may reimburse any person for any support supplied to
the person entitled to receive any payment; or it may pay any other person the
Administrative Committee selects to disburse the payment for the person’s
comfort, support and maintenance, including, without limit, to any relative who
has undertaken, wholly or partially, the expense of the person’s comfort, care
and maintenance, or any institution in whose care or custody the person entitled
to the payment may be.  The Administrative Committee, in its sole
discretion, may deposit any payment due to a minor to the minor’s credit in any
savings or commercial bank of the Administrative Committee’s
choice.

     

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