ex10_23a.htm


    
      

    

    FIRST
AMENDMENT

    
      LYONDELLBASELL
INDUSTRIES AF S.C.A

      LONG-TERM
INCENTIVE PLAN

       

       

      (As
Established Effective April 1, 2008)

       

      WHEREAS,
LyondellBasell Industries AF S.C.A. (the “Company”) established the
LyondellBasell Industries AF S.C.A. Long-Term Incentive Plan, effective
April 1, 2008 (the “Plan”) for the benefit of certain eligible employees;
and

       

      WHEREAS,
the Company desires to amend the Plan to provide that non-employee directors may
participate in the Plan;

       

      NOW,
THEREFORE, the Company hereby amends the Plan, effective as of September 23,
2008, as follows:

       

      1.        
    Section 2 of the Plan is hereby amended by adding the
following new definition thereto:

       

      “‘Non-Employee
Director’ means an individual who serves on the Supervisory Board or the
Board of Directors of a Subsidiary or an Affiliate.”

       

      2.        
    The definition of “Participant” in Section 2 of the Plan
is hereby amended to read as follows:

       

      “‘Participant’ means an
Employee or a Non-Employee Director who has entered into an Equity Purchase
Agreement and whose name is listed on Schedule A, as amended from time to
time.”

       

      3.          
  Section 3(c) of the Plan is hereby amended to read as
follows:

       

      “(c)           Eligibility.  The
Plan Administrator may, from time to time, amend Schedule A to recognize an
Employee or a Non-Employee Director as a Participant in this Plan following the
consummation of such individual’s equity investment in accordance with the terms
set forth in an Equity Purchase Agreement.”

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.          
  Section 8 of the Plan is hereby amended in its entirety to read as
follows:

       

      “8.           Termination of Employment or
Board Service.

       

      The terms
of the Award Agreement shall govern the treatment of any deferred or unpaid
Awards payable to the Participant upon the termination of employment or, if
applicable, service as a Non-Employee Director.  Notwithstanding
anything contained herein to the contrary, no Participant who is a U. S.
taxpayer shall be considered to have terminated employment or, if applicable,
service as a Non-Employee Director for purposes of the Plan and the Award
Agreement unless the Participant would be considered to have incurred a
“separation from service” within the meaning of Section 409A of the
Code.”

       

      5.        
    Section 14 of the Plan is hereby amended in its entirety
to read as follows:

       

      “14.           No Right to Employment or
Board Service.

       

      The
granting of an Award under the terms of this Plan shall not impose upon the
Company, a Subsidiary or an Affiliate any obligation to maintain any Participant
as an Employee or, if applicable, as a Non-Employee Director, and shall not
diminish the power of the Company, a Subsidiary or an Affiliate to discharge any
Participant at any time.”

       

      IN
WITNESS WHEREOF, the undersigned, being duly authorized on behalf of the
Company, has executed this Instrument on this 20th day October,
2008.

       

      
        
          
            	
                    ATTEST:

                  	 
      	
                    LYONDELLBASELL
      INDUSTRIES AF S.C.A

                  
	 	 	 
	
                    By:

                  	   
      /s/   Mindy G. Davidson	 
      	
                    By:

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

                  
	 
      	 
      	 
      	 
      	
                    Senior
      Vice President, Human
Resources