ex10_2.htm


    
      
        

      

    

    LYONDELL
CHEMICAL COMPANY

     

       

    

    SUPPLEMENTARY
EXECUTIVE

    RETIREMENT
PLAN

    


    


    As
Amended and Restated Effective November 4, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Lyondell
Chemical Company

    Supplementary
Executive Retirement Plan

    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	
                            PAGE

                          
	 
      	 
      	 
      	 
      
	
                            ARTICLE I
      - GENERAL PROVISIONS

                          	
                            1

                          
	 
      	
                            Section 1.1

                          	
                            Purpose
      and Intent

                          	
                            1

                          
	 
      	
                            Section 1.2

                          	
                            Effective
      Date

                          	
                            1

                          
	 
      	
                            Section 1.3

                          	
                            Plan
      Costs

                          	
                            1

                          
	 
      	
                            Section 1.4

                          	
                            Definitions

                          	
                            1

                          
	 
      	 
      	 
      	 
      
	
                            ARTICLE II
      - SUPPLEMENTARY BENEFITS

                          	
                            5

                          
	 
      	
                            Section
      2.1

                          	
                            Types
      of Supplementary Benefits

                          	
                            5

                          
	 
      	
                            Section
      2.2

                          	
                            General
      Eligibility

                          	
                            5

                          
	 
      	
                            Section
      2.3

                          	
                            Amount of
      Supplementary Benefits (or Survivor Benefit)
      in General

                          	
                            5

                          
	 
      	
                            Section
      2.4

                          	
                            Deferral/Incentive
      Supplement

                          	
                            6

                          
	 
      	
                            Section
      2.5

                          	
                            Qualification
      Limit Supplement

                          	
                            7

                          
	 
      	
                            Section
      2.6

                          	
                            Special
      Supplements

                          	
                            8

                          
	 
      	 
      	 
      	 
      
	
                            ARTICLE III
      - BENEFIT FORM

                          	
                            9

                          
	 
      	
                            Section 3.1

                          	
                            Supplementary
      Benefits

                          	
                            9

                          
	 
      	 
      	 
      	 
      
	
                            ARTICLE IV
      - TIMING OF BENEFIT PAYMENT

                          	
                            10

                          
	 
      	
                            Section 4.1

                          	
                            Supplementary
      Benefits

                          	
                            10

                          
	 
      	
                            Section
      4.2

                          	
                            Key
      Employees

                          	
                            10

                          
	 
      	
                            Section
      4.3

                          	
                            Small
      Benefit

                          	
                            10

                          
	 
      	 
      	 
      	 
      
	
                            ARTICLE V
      - ADMINISTRATION

                          	
                            11

                          
	 
      	
                            Section 5.1

                          	
                            Interpretation

                          	
                            11

                          
	 
      	
                            Section 5.2

                          	
                            Administrative
      Records

                          	
                            11

                          
	 
      	
                            Section 5.3

                          	
                            Claims

                          	
                            11

                          
	 
      	
                            Section 5.4

                          	
                            Committee
      Liability

                          	
                            12

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    Lyondell
Chemical Company

    Supplementary
Executive Retirement Plan

    


    TABLE
OF CONTENTS (cont'd)


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            ARTICLE VI
      - MISCELLANEOUS

                                                          	
                                                             13

                                                          
	 
      	
                                                            Section 6.1

                                                          	
                                                            Unfunded
      Benefit Plan

                                                          	
                                                             13

                                                          
	 
      	
                                                            Section 6.2

                                                          	
                                                            Unsecured
      General Creditor

                                                          	
                                                             13

                                                          
	 
      	
                                                            Section 6.3

                                                          	
                                                            Grantor
      Trust

                                                          	
                                                             13

                                                          
	 
      	
                                                            Section 6.4

                                                          	
                                                            Non-Assignment

                                                          	
                                                             13

                                                          
	 
      	
                                                            Section 6.5

                                                          	
                                                            No
      Employment Right

                                                          	
                                                             14

                                                          
	 
      	
                                                            Section 6.6

                                                          	
                                                            Adjustments

                                                          	
                                                             14

                                                          
	 
      	
                                                            Section 6.7

                                                          	
                                                            Obligation
      to Company

                                                          	
                                                             14

                                                          
	 
      	
                                                            Section 6.8

                                                          	
                                                            Protective
      Provisions

                                                          	
                                                             14

                                                          
	 
      	
                                                            Section 6.9

                                                          	
                                                            Gender,
      Singular and Plural

                                                          	
                                                             14

                                                          
	 
      	
                                                            Section 6.10

                                                          	
                                                            Governing
      Law

                                                          	
                                                             14

                                                          
	 
      	
                                                            Section 6.11

                                                          	
                                                            Validity

                                                          	
                                                             14

                                                          
	 
      	
                                                            Section 6.12

                                                          	
                                                            Notice

                                                          	
                                                             15

                                                          
	 
      	
                                                            Section 6.13

                                                          	
                                                            Successors
      and Assigns

                                                          	
                                                             15

                                                          
	 
      	
                                                            Section
      6.14

                                                          	
                                                            Incapacity

                                                          	
                                                            15

                                                          
	 
      	 
      	 
      	 
      
	
                                                            ARTICLE VII
      - AMENDMENT AND DISCONTINUANCE

                                                          	
                                                             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

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    ARTICLE
I

    


    GENERAL
PROVISIONS

    


    Section 1.1         
  Purpose and Intent.

    


    This Plan is intended to provide
supplemental retirement allowances according to its provisions to those
Employees who are eligible to receive Awards under the Lyondell Chemical Company
annual incentive plans, and who

    


    (a)           have
deferred a portion of their Salary under the Lyondell Chemical Company Deferral
Plan or

    


    (b)           have
had the amount of their benefit reduced, due to federal legal requirements,
under a tax-qualified, defined benefit retirement plan maintained by Lyondell
Chemical Company, or

    


    (c)           have
been granted a Special Supplement under Section 2.6.

    


    Section 1.2        
  Effective Date.

    


    This Plan document shall be effective
November 4, 2008 and shall apply to Employees who are employed by the Company on
or after November 4, 2008, unless certain provisions specify that they are
effective on a different date.

    


    This Plan amends and restates the Prior
Plan.

    


    Section 1.3            Plan
Costs.

    


    The Company shall bear all Plan costs,
including administrative costs, and no Employee contributions shall be required
or permitted.

    


    Section 1.4             Definitions.

    


    Actuarial Equivalent or
Actuarially Equivalent means, in comparing benefits payable in different
forms or at different times or in different circumstances, a value under one set
of circumstances which is the same as the value under a different set of
circumstances.  The value shall be computed and determined by using
mortality assumptions, interest rates and other actuarial factors and
assumptions used to calculate actuarial equivalents under the Retirement
Plan.

    


    Administrative
Committee means the Benefits Administrative Committee of Lyondell
Chemical Company.

    


    Award means an
immediate cash award made under the Lyondell Chemical Company annual incentive
plans for executives or senior managers or awards under any other plan that the
Company’s Supervisory Board or its Remuneration Committee, has authorized the
Company to accept and to treat as awards under this Plan.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Base Pay means the
annual amount of “Base Pay," as defined in the Retirement Plan.

    


    Basic Allowance means
an annuity payable for the Participant’s life, with a guarantee that an amount
equal to 60 monthly payments will be made to the Participant and his
Beneficiary.

    


    Beneficiary means a
person designated by the Participant to be entitled to receive the Survivor
Benefit under Sections 2.4, 2.5 and/or 2.6 when the Participant dies or, if
the Participant has failed to designate a person, the Participant’s spouse, if
the Participant was married at his death, or the Participant’s estate, if the
Participant was not married at his death.

    


              
     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.

    


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

    


    Deferral/Incentive
Supplement means a Supplementary Benefit described under
Section 2.4.

    


    Deferred Compensation
means any amount of Salary which a Participant elects to defer according to the
terms of the Lyondell Chemical Company Deferral Plan.

    


    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.

    


    Financial Hardship
means a condition of severe financial difficulty due to an unforeseeable
emergency resulting from (a) an illness or accident of the Participant, his
spouse or dependent; (b) a casualty causing a Participant’s property loss; or
(c) 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 the elected benefits form under Section 3.1 without causing the Participant
or any other Plan Participant to receive taxable income from the Plan before
actual payment of Plan benefits.

    


    Key Employee means an
Employee who, at any time during the prior Plan Year, was identified as (a) an
officer of the Company with annual compensation greater than $130,000, as
adjusted, (b) a five percent (5%) owner of the Company, or (c) 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Participant means an
active Employee or a former Employee who, at his Separation from Service,
retirement or death, was employed by the Company or a Related Company and who is
entitled to receive Plan benefits by reason of having  received one or
more Awards that would be used to compute the Employee's Average Final Base Pay
under the Retirement Plan, if the Awards were recognized as a part of Base Pay
under the Retirement Plan and who (a) deferred a portion of his Salary that
would be used to calculate the Employee's Average Final Base Pay under the
Retirement Plan if the Deferred Compensation recognized as a part of Base Pay
under the Retirement Plan; (b) had his benefit under the Retirement Plan reduced
due to required limitations under the Code or ERISA; and/or (c)  had been
granted a Special Supplement under Section 2.6.  Participant
shall include a former Employee who has not received the entire benefit to which
he is entitled under this Plan.

    


    Plan means this
Supplementary Executive Retirement Plan of Lyondell Chemical
Company.

    


    Pre-Retirement Survivor
Annuity means the annuity or death benefit paid under the Retirement Plan
to a survivor, attributable to Company contributions, that is payable due to the
Participant's death before a retirement allowance commences and after the
Participant became entitled to a retirement allowance payable from Company
contributions under the Retirement Plan.

    


    Prior Plan means this
Plan, as in effect before this amendment and restatement.

    


    Qualified Limit
Supplement means a Supplementary Benefit described in
Section 2.5.

    


    Related Company
means

    


    (a)           Any
corporation that is a member of a controlled group of corporations within the
meaning of section 1563(e)(3)(C), of which Lyondell Chemical Company is a
member, and

    


    (b)           All
trades or businesses, whether or not incorporated, which, under regulations
prescribed by the Secretary of the Treasury pursuant to Section 210(d) of ERISA,
are under common control with Lyondell Chemical Company.

    


    Retirement Plan means
the Lyondell Chemical Company Retirement Plan.

    


    Remuneration
Committee means the Remuneration Committee of the Supervisory Board of
LyondellBasell Industries.

    


    Salary means the
Employee's regular base salary paid by the Company or a Related Company,
excluding Awards and any other special or additional compensatory
payments.

    


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


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Special Supplement
means a supplementary retirement benefit approved for payment to an Employee
under Section 2.6.

    


    Supplementary Benefit
means any of the types of supplementary benefits provided in Sections 2.4,
2.5 or 2.6.

    


    Supplementary
Benefits means, collectively, all Supplementary Benefits provided by this
Plan, or all those Supplementary Benefits to which a particular Participant is
entitled, as the context requires.

    


    Survivor Benefit
means any survivor benefit payable to a Participant's Beneficiary under Article
II.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ARTICLE II

    SUPPLEMENTARY
BENEFITS

    


    Section 2.1            Types of Supplementary Benefits
Provided.

    


    This Plan provides for the following
types of Supplementary Benefits:

    


    (a)           Deferral/Incentive
Supplements, as described in Section 2.4;

    


    (b)           Qualification
Limit Supplements, as described in Section 2.5;

    


    (c)           Special
Supplements, as described in Section 2.6.

    


    Section 2.2            General Eligibility

    


    (a)           Benefit
Eligibility.  An Employee who has a Separation from Service
with a nonforfeitable right to a retirement allowance from the Retirement Plan
automatically is eligible for each type of Supplementary Benefit provided by
Sections 2.4 and 2.5, to the extent he satisfies the specific eligibility
requirements of the applicable Section.  Supplementary Benefits shall
be paid in the form and at the time provided under Articles III and IV,
respectively.

    


    (b)           Survivor Benefit
Eligibility.  If a Participant dies before any Supplementary
Benefit to which the Participant is entitled commences, his Beneficiary will be
eligible to receive a Survivor Benefit that relates to the particular
Supplementary Benefit.  The Participant must designate the same person
as his Beneficiary for purposes of all Survivor Benefits payable under this
Plan.  Survivor Benefits to which a Beneficiary is entitled under this
Article will automatically be paid to the Beneficiary.  If a
Participant dies after commencing Plan benefits in a form that provides for
continued payments after the Participant's death, benefit payments shall
continue according to the terms and provisions of that benefit
form.

    


    
      Section 2.3    Amount
of Supplementary Benefits (or Survivor Benefit) in General.

    

    


    The total amount of Supplementary
Benefits (or Survivor Benefits, if applicable) payable under this Plan shall be
the sum of the benefits to which the Participant is entitled (or Survivor
Benefits to which the Participant's Beneficiary is entitled, if applicable)
under all types of Supplementary Benefits whose requirements are satisfied by or
with respect to the Participant.

    


    Each type of Supplementary Benefit
payable from this plan to a Participant is the Participant’s Excess Retirement
Benefit.  "Excess Retirement Benefit" means

    


    the excess of

    


    (1)           the
Participant's "Hypothetical Amount", as defined separately for purposes of each
type of Supplementary Benefit, and payable as a lump sum, over

    


    (2)           the
Participant’s “Basic Amount”, which is the single payment that is the Actuarial
Equivalent of


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (A) the retirement allowance the
Participant is entitled to receive at retirement from the Retirement Plan and
would have received as a lump sum (or as a Basic Allowance for any portion of
the retirement allowance not payable as a lump sum);

    


    (B) any Supplementary Benefit paid to a
Participant or to a trustee or custodian on the Participant’s behalf under the
ARCO Chemical Company Supplementary Executive Retirement Plan as a result of the
Company’s acquisition of ARCO Chemical Company; and

    


    (C) any Supplementary Benefit paid to a
Participant or to a trustee or custodian on the Participant’s behalf under this
Plan as a result of the change in control of the Company on December 20,
2007.

    


    Section 2.4.           Deferral/Incentive
Supplement.

    


    (a)           Eligibility for Deferral/Incentive
Supplement.  A Participant is eligible for a Deferral/Incentive
Supplement if his Excess Retirement Benefit, using the Hypothetical Amount in
2.4(b)(1), is positive.  If a Participant entitled to receive a
Deferral/Incentive Supplement dies before commencing this benefit, his
Beneficiary will be paid a Survivor Benefit described in Section 2.4(b)(2)
below.

    


    (b)           Calculation of Deferral/Incentive
Supplement.

    


    (1)           Participant's
Benefit.  Subject to Sections 2.4 (c), (d) and (e) and Section
2.7, the Hypothetical Amount of the Participant's Deferral/Incentive Supplement
shall be

    


    the single payment that is the
Actuarial Equivalent of the retirement benefit the Participant would have
received as a lump sum (or as a Basic Allowance for any portion of the benefit
not payable as a lump sum) from the Retirement Plan,

    


    determined
as if the Base Pay used to calculate that benefit under the Retirement Plan had
included the Participant's Awards and Deferred Compensation.

    


    If the Participant transfers directly
from the Company’s employment to a Related Company’s employment, Base Pay to
calculate the Hypothetical Amount will include the Participant’s Awards and
Deferred Compensation while he is employed by the Related Company, if the
Company recognizes the Participant’s salary while employed by the Related
Company to determine the Participant's Retirement Plan benefits.

    


    (2)           Survivor
Benefit.  The monthly amount of the Survivor Benefit payable
when a Participant dies before commencing a Deferral/Incentive Supplement under
his Plan shall be (A) minus (B), where:


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (A)           is
the monthly Pre-Retirement Survivor Annuity calculated using the Participant's
Hypothetical Amount described in Section 2.4(b)(1), and

    


    (B)           is
the actual monthly Pre-Retirement Survivor Annuity.

    


    The Survivor Benefit is a lump sum that
is the Actuarial Equivalent of the monthly benefit described above.

    


    (c)           Maximum Limit on Deferral/Incentive
Supplement Benefits.

    


    Notwithstanding the provisions of
Section 2.4(a) and (b), the amount of a Participant’s Deferral/Incentive
Supplement (or Survivor Benefit, as applicable) shall be reduced to the extent
necessary so the annual equivalent of benefits payable to or on the
Participant’s behalf (1) from the Retirement Plan; (2) as a
Qualification Limit Supplement, if any, under Section 2.5; and (3) as a
Deferral/ Incentive Supplement, under this Section, will not exceed 65 percent
of the greater of (i) the sum of the Participant's annual Salary at his
Separation from Service plus his most recent Award, or (ii) the average of the
Participant's highest three (3) consecutive years of Salary and Awards for each
year during the Participant's prior ten (10) years of employment with the
Company or a Related Company.

    


    Annual equivalent benefits payable from
the Retirement Plan shall exclude annuities resulting from voluntary employee
contributions to the Retirement Plan and increased benefits resulting from
election of a Level Income Option under the Retirement Plan.

    


    (d)           Recalculation Due to Subsequent
Award.  If the Participant receives an Award after Separation
from Service, that Award shall be included in Awards used to calculate the
Hypothetical Amount under Section 2.4(b)(1) and the Deferral/Incentive
Supplement shall be recalculated.  A Supplement already paid or being
paid may be increased, but not decreased, by this recalculation.

    


    (e)           Separation from
Service.  If a Participant is not eligible for a retirement
allowance from the Retirement Plan at the time of his Separation from Service or
if a Pre-Retirement Survivor Annuity is not payable, the rights of a Participant
or any person claiming under or through the Participant to any
Deferral/Incentive Supplement benefits shall cease.

    


    Section 2.5            Qualification
Limit Supplement.

    


    (a)           Eligibility for Qualification Limit
Supplement.  An Employee shall be eligible for a Qualification
Limit Supplement if his Excess Retirement Benefit using the Hypothetical Amount
in Section 2.5(b)(1) is positive.  If a Participant entitled to
receive a Qualification Limit Supplement dies before commencing this benefit,
his Beneficiary will be paid the Survivor Benefit described in
Section 2.5(b)(2) below.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (b)           Amount of
Qualification  Limit Supplement.

    


    (1)           Participant's
Benefit.  The Hypothetical Amount of the Participant's
Qualification Limit Supplement shall be

    


    the single payment that is the
Actuarial Equivalent of the retirement benefit the Participant would have
received as a lump sum (or as a Basic Allowance for any portion of the benefit
not payable as a lump sum) from the Retirement Plan,

    


    determined
as if the amount of the Participant's retirement benefit under the Retirement
Plan was not subject to limits or reductions required under the Code or
ERISA.

    


    (2)           Survivor
Benefit.  The monthly amount of a Survivor Benefit payable when
a Participant dies before commencing a Qualification Limit Supplement under this
Plan shall be (A) minus (B), where:

    


    (A)           is
the monthly Pre-Retirement Survivor Annuity calculated using the Participant’s
Hypothetical Amount described in Section 2.5(b)(i), and

    


    (B)           is
the actual monthly Pre-Retirement Survivor Annuity.

    


    The Survivor Benefit is a lump sum that
is the Actuarial Equivalent of the monthly benefit described above.

    


    Section 2.6            Special
Supplements.

    


    In addition to any other Supplementary
Benefits to which a Participant may be entitled under this Plan, at its sole
discretion, the Remuneration Committee may award a Special Supplement to any
Employee in an amount, or to be computed on a basis it
determines.  These awards may be granted for any reason the
Remuneration Committee deems appropriate, including, without limit, recognition
of all or any part of the Employee's years of service with an organization or
entity acquired by, or merged into, the Company, any Related Company, or any
predecessor of the Company.  A Special Supplement shall not be granted
to or on behalf of any Employee who is not a member of a select group of
management or other highly compensated employee, as defined from time to time by
the Remuneration Committee.  A certified copy of the resolution
granting a Special Supplement shall be furnished to the Administrative Committee
before any Plan payment is to be made.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    ARTICLE III

    


    BENEFIT
FORM

    


    Section 3.1.           Supplementary
Benefits.

    


    (a)           Lump Sum Benefit.

    


    Payments of Supplementary Benefits
under Article II to a Participant or payments of Survivor Benefits to a
Beneficiary of such a Participant shall be paid as a lump sum.

    


    (b)           Elections.

    


    Any existing election of an optional
benefit form for Supplementary Benefits or Survivor Benefits by a Participant
who is an Employee shall be void and unenforceable.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ARTICLE IV

    


    TIMING
OF BENEFIT PAYMENT

    


    Section 4.1            Supplementary
Benefits.

    


    (a)           Supplementary
Benefits shall commence as soon as administratively practical on the later of
(1) Separation from Service or (2) the earlier of the date the Participant (i)
attains age fifty-five (55) with at least ten (10) years of service recognized
by the Company or (ii) attains sixty-five (65) if the Participant has less than
ten (10) years of service recognized by the Company.

    


    Notwithstanding the foregoing,
Supplementary Benefits may be distributed earlier due to death, Financial
Hardship or for other reasons as may be provided under Code Section
409A.

    


    (b)           Survivor
Benefit payments will commence immediately following the Participant’s
death.

    


    Section
4.2            Key Employees.

    


    If a
Participant is a Key Employee entitled to payment of Supplementary Benefits due
to Separation from Service, payment shall not begin until six (6) months
following the Key Employee’s Separation from Service; provided, however, that
this Section 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            Small
Benefit.

    


    Notwithstanding any Participant
election, the Administrative Committee, in its sole discretion, may pay
Supplementary Benefits of amounts less than $10,000 to the Participant or the
Participant’s Beneficiary immediately on Separation from Service or
death.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    ARTICLE V

    


    ADMINISTRATION

    


    Section 5.1            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, Employees, Participants and all other persons.

    


    Section 5.2            Administrative
Records.

    


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

    


    Section 5.3            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.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    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 5.4            Committee
Liability.

    


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

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ARTICLE VI

    


    MISCELLANEOUS

    


    Section 6.1            Unfunded
Benefit Plan.

    


    (a)           Benefits
under Sections 2.4 and 2.6 are intended to constitute an unfunded plan
maintained primarily for the purpose of providing deferred compensation in the
form of additional retirement 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).

    


    (b)           Benefits
under Section 2.5 are intended to constitute an unfunded "excess benefit plan"
within the meaning of ERISA Section 3(36).

    


    Section 6.2            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 (the "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 6.3            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 6.4            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 joint
annuitant or Beneficiaries after retirement. 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 6.7.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Section 6.5            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 6.6            Adjustments.

    


    At the Company’s request, the
Administrative Committee may adjust the 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 6.7            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, a Related Company or
any Company or Related Company 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 6.8            Protective
Provisions.

    


    Each Participant shall cooperate with
the Company by furnishing any and all information the Company requests to
facilitate the payment of Plan benefits, taking any physical examinations the
Company deems necessary and taking other relevant action 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 6.9            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 6.10          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.

    


    Section 6.11          Validity.

    


    If any Plan provision is held invalid,
void or unenforceable, it shall not affect the validity of any other Plan
provision in any respect whatsoever.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Section 6.12         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 as of the date of delivery or, if delivery is made by mail, as of the date
shown or the postmark on the receipt for registration or
certification.

    


    Section 6.13         Successors
and Assigns.

    


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

    


    Section
6.14          Incapacity.

    


    If the Administrative Committee deems
that any person entitled to receive any Plan payment is incapable of receiving
or disbursing the payment because of minority, illness or infirmity, mental
incompetence, 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 previously 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 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.

    


    Payments or deposits under this Section
shall be a complete discharge, to the extent of the payment or deposit, of the
Plan and all other liability of the Administrative Committee, the Company and
this Plan.  Receipt of any payment, distribution or deposit shall be a
complete acquittance by the persons(s) receiving the payment.  There
shall be no liability to see to the application of any Plan payments,
distributions or deposits.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    ARTICLE VII

    


    AMENDMENT
AND DISCONTINUANCE

    


    Section 7.1            Plan
Amendment.

    


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

    


    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, in its sole discretion.

    


    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
optional 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, the 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.

    
 

     16