ex10_17a.htm


    
      

    

    INSTRUMENT
AMENDING

    
      LYONDELL
CHEMICAL COMPANY

      EXECUTIVE
SEVERANCE PAY PLAN

      


       

      Lyondell Chemical Company hereby amends
the Lyondell Chemical Company Executive Severance Pay Plan (“Plan”), effective
as of January 1, 2008, unless otherwise indicated, as follows:

       

      Section
4.(h) is amended and restated in its entirety to read as follows:

       

      (h)           Time of
Payments.       Any cash payment under
this Section shall be paid to a Participant within thirty (30) days of the
Participant’s employment termination, unless the Participant is a Key
Employee.  Cash payments and benefits to a Participant who is a Key
Employee shall be made six (6) months after that Participant’s severance from
service, to the extent required by the Act; provided, however, that this
six-month delay shall apply only if the Company is a corporation any stock in
which is publicly traded on an established securities market or
otherwise.  Any Additional Gross-up Payment shall be made by the end
of the calendar year next following the calendar year in which the Participant
remits the related taxes.

      


      The
second paragraph of Section 8 is amended and restated in its entirety to read as
follows:

       

      It is
intended that the provisions of the Plan satisfy the requirements of the Act and
that the Plan be operated in a manner consistent with such requirements to the
extent applicable.  Therefore, the Committee may make adjustments to
the Plan and may construe the provisions of the Plan in accordance with the
requirements of the Act.  If any Plan provision would result in an
additional tax under the Act, that provision will be reformed to avoid the
additional tax and no action taken to comply with the Act shall be deemed to
adversely affect a Participant’s rights.  Without limiting this
general provision, the Plan may be amended to modify (i) the definition of
“Constructive Termination for Good Reason,” (ii) the conditions for eligibility
under Section 3(c), (iii) the time to pay or provide benefits under Section 4,
and (iv) eligibility for insurance coverage under Section 4, including retiree
medical coverage, to the extent necessary to avoid imposition of an additional
tax under the Act.

      


      IN
WITNESS WHEREOF, the undersigned, being duly authorized on behalf of the
Company, has executed this Instrument on this 3rd day December,
2007.

      


      
        
          
            	
                    ATTEST:

                  	 
      	
                    LYONDELL
      CHEMICAL COMPANY

                  
	 
      	 
      	 
      	 
      	 
      
	
                    BY:

                  	
                          /s/  Mindy G.
      Davidson

                  	 
      	
                    BY:

                  	   /s/  Dan F. Smith
	 
      	
                    Assistant
      Secretary

                  	 
      	 
      	
                    Dan
      F. Smith

                  
	 
      	 
      	 
      	 
      	
                    Chairman,
      President and

                  
	 
      	 
      	 
      	 
      	
                    Chief
      Executive Officer