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                                                                    Exhibit 10.3


LYONDELL CHEMICAL COMPANY

---------------------------------------------------------------

SUPPLEMENTARY EXECUTIVE
RETIREMENT PLAN


EFFECTIVE JANUARY 1, 2001
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                           LYONDELL CHEMICAL COMPANY
                    SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN
                               TABLE OF CONTENTS

                                                                       PAGE

ARTICLE I - GENERAL PROVISIONS.........................................  1
     Section 1.1      Purpose and Intent of Plan.......................  1
     Section 1.2      Effective Date of Plan...........................  1
     Section 1.3      Costs of Plan....................................  1
     Section 1.4      Definitions......................................  1

ARTICLE II - SUPPLEMENTARY BENEFITS....................................  5
     Section 2.1      Types of Supplementary Benefits Provided.........  5
     Section 2.2      Eligibility in General...........................  5
     Section 2.3      Amount of Supplementary Benefits (or Survivor
                      Benefit) in General..............................  6
     Section 2.4      Deferral/Incentive Supplement....................  6
     Section 2.5      Qualification Limitation Supplement..............  8
     Section 2.6      Special Supplements..............................  8
     Section 2.7      Supplementary Benefits on Change in Control......  8

ARTICLE III - FORM OF BENEFIT.......................................... 11
     Section 3.1      Supplementary Benefits........................... 11
     Section 3.2      Special Supplements.............................. 12
     Section 3.3      Form of Benefit on Change in Control.............

ARTICLE IV - TIMING OF PAYMENT OF BENEFIT.............................. 13
     Section 4.1      Supplementary Benefits........................... 13
     Section 4.2      Special Supplements.............................. 13
     Section 4.3      Payment on Change in Control..................... 14

ARTICLE V - ADMINISTRATION............................................. 16
     Section 5.1      Interpretation................................... 16
     Section 5.2      Administrative Records........................... 16
     Section 5.3      Claims........................................... 16
     Section 5.4      Committee Liability.............................. 16

ARTICLE VI - FACILITY OF PAYMENT AND LAPSE OF BENEFITS................. 17
     Section 6.1      Payment on Incapacity............................ 17
     Section 6.2      Payments or Deposits............................. 17


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                           LYONDELL CHEMICAL COMPANY
                    SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN

                          TABLE OF CONTENTS (cont'd)


ARTICLE VII - MISCELLANEOUS............................................ 18
     Section 7.1      Unfunded Benefit Plan............................ 18
     Section 7.2      Unsecured General Creditor....................... 18
     Section 7.3      Grantor Trust.................................... 18
     Section 7.4      Payments and Benefits Not Assignable............. 18
     Section 7.5      No Right of Employment........................... 19
     Section 7.6      Adjustments...................................... 19
     Section 7.7      Obligation to Company............................ 19
     Section 7.8      Protective Provisions............................ 19
     Section 7.9      Gender, Singular and Plural...................... 19
     Section 7.10     Law Governing.................................... 19
     Section 7.11     Validity......................................... 20
     Section 7.12     Notice........................................... 20
     Section 7.13     Successors and Assigns........................... 20

ARTICLE VIII - AMENDMENT AND DISCONTINUANCE............................ 21
     Section 8.1      Amendment of Plan................................ 21
     Section 8.2      Termination...................................... 21
     Section 8.3      Effect of Amendment or Termination............... 21


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                                   ARTICLE I

                               GENERAL PROVISIONS

SECTION 1.1  PURPOSE AND INTENT OF PLAN.

  This Plan is intended to provide supplemental retirement allowances in
accordance with its provisions to those Employees who are eligible to receive
Awards under the Lyondell Chemical Company Senior Manager or Executive Incentive
Plan, and who

  (a)  have deferred a portion of their Salary under the Lyondell Chemical
Company Executive 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 of this Plan.

SECTION 1.2  EFFECTIVE DATE OF PLAN.

  This Plan document shall be effective January 1, 2001 and shall apply to
Employees who are employed by the Company on or after January 1, 2001, except to
the extent that certain provisions specify that they are effective on a
different date.

  This Plan is an amendment and restatement of the Prior Plan.

SECTION 1.3  PLAN COSTS.

  All Plan costs, including administrative costs, shall be borne by the Company
and no Employee contributions shall be required or permitted.

SECTION 1.4  DEFINITIONS.

  Actuarial Equivalent or Actuarially Equivalent mean, 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.

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  Award means a cash award made under the Lyondell Chemical Company Senior
Manager or Executive Incentive Plans or their equivalents.  An Award does not
include Deferred Cash as that term is used in those plans.

  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 entitled to receive the Survivor Benefit under
Sections 2.4, 2.5 and/or 2.6 when the Participant dies.

  Change in Control means an event which is deemed to have occurred as of the
date that one or more of the following occurs:

     (a) Individuals who, as of January 1, 2001, constitute the entire
Board of Directors of the Company ("Incumbent Directors") cease for any reason
to constitute at least a majority of the Board of Directors; provided, however,
that any individual becoming a director subsequent to January 1, 2001 whose
election or nomination for election by the Company's shareholders was approved
by a vote of at least a majority of the then Incumbent Directors shall be
considered as though the individual was an Incumbent Director.  An individual
elected or nominated for election shall exclude any person whose initial
assumption of office occurs as a result of either an actual or threatened
election contest, as those terms are used in Rule 14a-11 under the Securities
Exchange Act of 1934, as amended, or other actual or threatened solicitation of
proxies or consents by or on behalf of any Person (as defined below) other than
the Board;

     (b)  The shareholders of the Company shall approve (i) any merger,
consolidation or recapitalization of the Company (or, if the capital stock of
the Company is affected, any Company subsidiary), or any sale, lease, or other
transfer (in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all of the
assets of the Company ("Acquisition Transaction") where (A) the shareholders of
the Company immediately prior to the Acquisition Transaction would not
immediately after that Acquisition Transaction beneficially own, directly or
indirectly, shares or other ownership interests representing in the aggregate
eighty percent (80%) or more of (1) the then outstanding common stock or other
equity interests of the corporation or other entity surviving or resulting from
the merger, consolidation or recapitalization or acquiring the assets of the
Company, as the case may be (the "Surviving Entity") or of its ultimate parent
corporation or other entity, if any, and (2) the Combined Voting Power of the
outstanding Voting Securities of the Surviving Entity (or of its ultimate parent
corporation or other entity, if any) or (B) the Incumbent Directors at the time
of the initial approval of the Acquisition Transaction would not immediately
after the transaction constitute a majority of the Board of Directors, or
similar managing group, of the Surviving Entity (or of its ultimate parent
corporation or other entity, if any), or (ii) any plan or proposal for the
liquidation or dissolution of the Company; or

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     (c) Any Person shall be or become the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company representing in the
aggregate more than twenty percent (20%) of either (i) the then outstanding
shares of common stock of the Company ("Common Shares") or (ii) the Combined
Voting Power of all then outstanding Voting Securities of the Company; provided,
however, that notwithstanding the foregoing, a Change in Control shall not be
deemed to have occurred for purposes of this Subsection:

     (A) Solely as a result of the Company's acquisition of securities which, by
reducing the number of Common Shares or other Voting Securities outstanding,
increases (1) the proportionate number of Common Shares beneficially owned by
any Person to more than twenty percent (20%) of the outstanding Common Shares,
or (2) the proportionate voting power represented by the Voting Securities
beneficially owned by any Person to more than twenty percent (20%) of the
Combined Voting Power of all outstanding Voting Securities; or

     (B) Solely as a result of an acquisition of securities directly from the
Company except for any conversion of a security that was not acquired directly
from the Company.

If any Person referred to in paragraph (A) or (B) of this Subsection (c) becomes
the beneficial owner of any additional Common Shares or other Voting Securities
of the Company (other than pursuant to a stock split, stock dividend or similar
transaction), then a Change in Control shall be deemed to have occurred for
purposes of this definition.

     (d)  As used in this definition:

          (i)   "Combined Voting Power" means the aggregate votes entitled to be
cast generally in the election of the Board of Directors, or similar managing
group, of a corporation or other entity by holders of the outstanding Voting
Securities of the corporation or other entity.

          (iii)  "Person" means any individual, entity (including any
corporation, partnership, trust, joint venture, association or governmental
body) or group (as defined in Sections 14(d)(3) or 15(d)(2) of the Exchange Act
and the rules and regulations thereunder); provided, however, that Person shall
not include the Company or LYONDELL-CITGO Refining LP, Equistar Chemicals LP,
any of their subsidiaries, any of their employee benefit plans, any of their
majority-owned subsidiaries or any entity organized, appointed or established by
the Company, LYONDELL-CITGO Refining LP, Equistar Chemicals LP or those
subsidiaries for or pursuant to the terms of any plan.

          (iii)  "Voting Securities" shall means all securities of a corporation
or other entity having the right under ordinary circumstances to vote in an
election of the Board of Directors, or similar managing group, of the
corporation or other entity.


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  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 Executive Deferral
Plan.

  Employee means any person who is regularly employed by the Company on or after
January 1, 2001 and who is an exempt, salaried employee.

  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.

  Fifty Percent Joint and Survivor Annuity means an annuity providing payments
for the Participant's life, with a survivor annuity for his Beneficiary's life,
where each payment to the Beneficiary is 50 percent of the amount payable during
the Participant's life.  Each payment during the Participant's life shall be a
percentage of the amount otherwise payable to the Participant as a Basic
Allowance, so that the Fifty Percent Joint and Survivor Annuity is the Actuarial
Equivalent of that Basic Allowance.

  Financial Hardship means a condition of financial difficulty, determined by
the Administrative Committee upon advice of counsel to be sufficient to justify
a change in the elected form of benefits under Section 3.1 without causing, in
counsel's judgment, any other Plan Participant to receive taxable income in
advance of actual payment of Plan benefits.

  Lump Sum means a single payment of the benefit that is the Actuarial
Equivalent of the Basic Allowance.

  Participant means an active Employee or a former Employee who, at time of
Termination of Employment, retirement or death, was employed by the Company or a
Related Company and who is entitled to receive Plan benefits by reason of having
(a) received one or more Awards that would be used to compute the Employee's
Average Final Base Pay under a Retirement Plan, if the Awards were recognized as
a part of Base Pay under that Retirement Plan; (b) deferred a portion of his
Salary that would be used to calculate the Employee's Average Final Base Pay
under a Retirement Plan if the Deferred Compensation recognized as a part of
Base Pay under that Retirement Plan; (c) had his benefit under the Retirement
Plan reduced due to required limitations under the Code or ERISA; and/or (d)
been granted a Special Supplement under Section 2.6.


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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 paid under a Retirement Plan
to a survivor, attributable to Company contributions, that is payable on account
of the Member's death prior to commencing payment of a retirement allowance and
after the Member became entitled to a retirement allowance payable from Company
contributions under that Plan.

  Prior Plan means this Plan, as it was in effect prior to this amendment and
restatement.

  Qualified Limitation 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,

  (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, and

  (c)  LYONDELL-CITGO Refining LP, and Equistar Chemicals LP, to the extent that
the Related Company has agreed to recognize a Participant's Base Pay for
purposes of its retirement plan.

  Retirement Plan means the Lyondell Chemical Company Retirement Plan for Non-
Represented Employees or the Lyondell Chemical Company Retirement Plan for
Former ARCO Chemical Company Employees.

  Retirement Plans means both the Lyondell Chemical Company Retirement Plan for
Non-Represented Employees and the Lyondell Chemical Company for Former ARCO
Chemical Company Employees.

  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.

  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

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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 that is payable to a Participant's
Beneficiary under the provisions of Article II.

  Termination of Employment or Terminate Employment means to cease performing
services as an Employee for the Company or any Related Company.  However, an
individual will not be considered to have Terminated Employment for Plan
purposes solely because the Company or Related Company's identity changes due to
a sale of substantially all of the Company's or Related Company's assets or
stock, where the individual continues, after the sale, to perform substantially
the same services for the purchaser as he performed for the Company or Related
Company immediately prior to the sale.


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                                   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 Limitation Supplements, as described in Section 2.5;

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

SECTION 2.2  ELIGIBILITY IN GENERAL.

  (a)  ELIGIBILITY FOR BENEFIT. An Employee who Terminates Employment with a
nonforfeitable right to a retirement allowance from a Retirement Plan or who has
a non-forfeitable right to a retirement allowance amount from a Retirement Plan
at the time of a Change in Control, 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)  ELIGIBILITY FOR SURVIVOR'S BENEFIT. If a Participant dies prior to
commencing any Supplementary Benefit to which the Participant is entitled, any
person designated by the Participant as 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 the Participant dies prior to commencing any Supplementary
Benefits without having designated a Beneficiary, the Beneficiary shall be the
Participant's spouse, if the Participant was married at the time of death, and
the Participant's estate if the Participant was single at the time of death. 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 in accordance with the terms and provisions of that form of benefit,
unless payable in a Lump Sum as a result of a Change in Control.

SECTION 2.3  AMOUNT OF SUPPLEMENTARY BENEFITS (OR SURVIVOR BENEFIT) IN GENERAL.

  The total amount of a 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.


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  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:

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

  (b)  the Participant's "Basic Amount". The Basic Amount shall be (i) the
amount of the monthly retirement allowance the Participant is actually entitled
to receive at retirement from the Retirement Plans; and (ii) the amount of 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.

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 monthly 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 monthly retirement benefit the Participant would have
received, in the form of a Basic Allowance, from the Retirement Plans if the
Base Pay used to calculate that benefit under the Retirement Plans 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
with respect to a Participant who dies before commencing a Deferral/Incentive
Supplement under his Plan shall be (i) minus (ii), where:

           (i)  is the monthly Pre-Retirement Survivor Annuity that would be
payable with respect to the Participant from the Retirement Plan if it were
calculated using the Participant's Hypothetical Amount described in Section
2.4(b)(1), and


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           (ii)  is the monthly amount of Pre-Retirement Survivor Annuity
actually payable from the Retirement Plans with respect to the Participant.

      (c) MAXIMUM LIMITATION ON DEFERRAL/INCENTIVE SUPPLEMENT BENEFITS.

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

          Benefits payable from the Retirement Plans shall not include annuities
resulting from voluntary employee contributions to the Retirement Plans and
increased benefits resulting from election of a Level Income Option under the
Retirement Plans.

      (d)  RECALCULATION DUE TO SUBSEQUENT AWARD. The Award used to determine
the Hypothetical Amount for the calendar year in which the Participant's
Termination of Employment or death occurs shall be the pro-rata share of the
Award, if any, granted for the year immediately prior to that calendar year. If
the Participant receives an actual award after Termination of Employment, the
actual Award shall be used to recalculate the Deferral/Incentive Supplement. A
Supplement already being paid may be increased, but not decreased, by this
recalculation. No recalculation shall occur if the Participant actually receives
an Award following a Change in Control.

      (e)  TERMINATION OF EMPLOYMENT. If a Participant is not eligible for a
retirement allowance from a Retirement Plan at the time of his Termination of
Employment, or if a Pre-Retirement Survivor Annuity is not payable under a
Retirement Plan on the Participant's death, the rights of a Participant or any
person claiming under or by right of the Participant to any Deferral/Incentive
Supplement benefits shall cease.

SECTION 2.5  QUALIFICATION LIMITATION SUPPLEMENT.

      (a)  ELIGIBILITY FOR QUALIFICATION LIMITATION SUPPLEMENT. An Employee
shall be eligible for a Qualification Limitation 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 Limitation
Supplement dies before commencing this benefit, his Beneficiary will be paid the
monthly Survivor Benefit described in Section 2.5(b)(2) below.


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      (b) AMOUNT OF QUALIFICATION  LIMITATION SUPPLEMENT.

          (1)  PARTICIPANT'S BENEFIT. The Hypothetical Amount of the
Participant's Qualification Limitation Supplement shall be the monthly
retirement benefit the Participant would have received, in the form of a Basic
Allowance, from the Retirement Plans if the amount of the Participant's
retirement benefit under the Retirement Plans was not subject to limitations or
reductions required under the Code or ERISA.

          (2)  SURVIVOR BENEFIT. The monthly amount of a Survivor Benefit
payable with respect to a Participant who dies before commencing a Qualification
Limitation Supplement under this Plan shall be (i) minus (ii), where:

               (i)  is the monthly Pre-Retirement Survivor Annuity that would be
payable with respect to the Participant from a Retirement Plan if the amount of
the Participant's retirement benefit under the Retirement Plan was calculated
using the Participant's Hypothetical Amount described in Section 2.5(b)(i), and

               (ii) is the monthly amount of Pre-Retirement Survivor Annuity
actually payable from a Retirement Plan with respect to the Participant.

SECTION 2.6  SPECIAL SUPPLEMENTS.

  In addition to any other Supplementary Benefits to which an Employee may be
entitled under this Plan, at its sole discretion, the Compensation Committee of
the Company's Board of Directors 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 Compensation Committee deems appropriate, including,
without limitation, 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 account 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 Compensation Committee.  A certified copy of the resolution
granting a Special Supplement shall be furnished to the Administrative Committee
prior to the date any Plan payment is to be made.  The form, the time of
commencement, the duration of any periodic payments, and any other relevant
factors affecting the Company's obligation to provide a Special Supplement to an
Employee, or any related Survivor Benefit to the Employee's Beneficiary, if that
benefit is specified by the Compensation Committee, shall be determined at the
sole discretion of the Compensation Committee and shall be set forth in the
certified copy of the resolution.

2.7  SUPPLEMENTARY BENEFITS ON CHANGE IN CONTROL

  (a)  In the event of a Change in Control, the Hypothetical Amounts under
Sections 2.4 and 2.5 for Participants eligible for benefits under the Company's
Executive Severance Pay Plan

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shall be adjusted  as follows:


      (i)  If a Participant is age 55 at the time of a Change in Control,
Hypothetical Amounts shall be calculated first as a benefit payable at age 65
and then reduced by those percentages used to calculate a Participant's early
retirement allowances under the Retirement Plans.

      (ii) If a Participant has not attained age 55 at the time of a Change of
Control, Hypothetical Amounts shall be calculated first as a benefit payable at
age 65 and then actuarially reduced by the Actuarial Assumptions, defined under
Section (a)(ii) of the definition of Actuarial Equivalent in the Retirement
Plans.


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                                  ARTICLE III

                                FORM OF BENEFIT

SECTION 3.1.  SUPPLEMENTARY BENEFITS.

   (a)  OPTIONAL FORMS OF BENEFIT. Except as provided for a distribution on a
Change of Control, the Participant may elect to receive payment of his
Supplementary Benefits in any form available to pay the normal retirement
benefit under the Retirement Plans, provided that (1) the same payment form must
be elected for all Supplementary Benefits and (2) if the Participant elects an
annuity form for the Supplementary Benefits and for the retirement allowances
under the Retirement Plans, then he must elect the same annuity form under all
plans.

   (b)  ELECTIONS.

        (1)  The Participant must elect the form of payment within the time
period and in the manner prescribed by the Administrative Committee and
communicated to the Participant before the date the Participant is eligible to
commence Supplementary Benefit payments.

        (2)  If the Participant fails to elect the form of Supplementary Benefit
payment within the time period designated by the Administrative Committee, then
the Participant only may elect an annuity form available under the corresponding
Retirement Plan used to calculate the Participant's Supplementary Benefit. If
the Participant fails to elect a specific annuity form, the Participant will
receive (i) an annuity paid in the form of a Fifty Percent Joint and Survivor
Annuity, with the surviving spouse as the Beneficiary, if the Participant is
married at the time of retirement, or (ii) an annuity paid in the form of a
Basic Allowance, if the Participant is single at the time of retirement.

      (3)  If the Participant elects the form of benefit payment within the time
period designated by the Administrative Committee and subsequently wishes to
change that election prior to benefit commencement or, if the Participant is
being paid an annuity and wishes to receive the Actuarial Equivalent of the
remaining annuity installments, he may apply in writing to the Administrative
Committee to change the previously elected payment form (i) without any
reduction in, or imposition of any penalty on, the amount of Supplementary
Benefits, if the Administrative Committee determines that the Participant has
experienced a Financial Hardship justifying an election change, or (ii) if the
Administrative Committee, in its sole discretion, determines that it is
appropriate to grant the Participant's request.

      (4)  A Participant may elect payment of Survivor Benefits in any form
payable under the corresponding Retirement Plan used to calculate the
Participant's Supplementary Benefit if the Participant dies before commencing
his benefit. If the Participant fails to make this election, payment to the
Beneficiary will be in the form of a life annuity, payable for the Beneficiary's
life


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with a value equal to the Actuarially Equivalent value of the Survivor
Benefit payable in any other available form. The Beneficiary may request the
Administrative Committee change the Participant's prior election and the form
may be changed if the Administrative Committee determines that a Financial
Hardship exists or it is appropriate to grant the Beneficiary's request.

SECTION 3.2  SPECIAL SUPPLEMENTS.

  Any Special Supplement described in Section 2.6 shall be paid in a form
prescribed in the Compensation Committee's resolution conferring the benefit.

SECTION 3.3  FORM OF BENEFIT ON CHANGE IN CONTROL.

  A Participant's Supplementary Benefits or any Survivor Benefit described in
Article II shall be paid as a Lump Sum.


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                                   ARTICLE IV

                          TIMING OF PAYMENT OF BENEFIT

SECTION 4.1  SUPPLEMENTARY BENEFITS.

   (a)  Supplementary Benefits shall commence at the same time as the
Participant's benefits are paid under the Retirement Plans unless earlier
commencement is required under Section 4.3.

   (b)  Survivor Benefits payable under this Plan shall normally be paid on the
earliest date the Participant would have become eligible to begin receiving a
retirement allowance under a Retirement Plan. A Participant may elect that the
Survivor Benefit be paid immediately following his death as a Lump Sum, rather
than being paid on the Participant's earliest retirement eligibility date and a
Beneficiary may request that the Administrative Committee permit a Lump Sum
payment of the Actuarial Equivalent of the Basic Allowance at the time of the
Participant's death, according to requirements of Section 3.1(b)(4).

SECTION 4.2  SPECIAL SUPPLEMENTS.

  Any Special Supplement payable under Section 2.6 shall be payable at the time
or times prescribed in the Compensation Committee's resolution conferring that
benefit.

SECTION 4.3  PAYMENT IN THE EVENT OF A CHANGE IN CONTROL.

   (a)  Supplementary Benefits shall be payable immediately following a Change
in Control, unless the Participant has previously elected an alternate payment
commencement date, as established under Administrative Committee procedures, or
except as provided in (b).

   (b)  A Participant eligible for benefits under the Company's Executive
Severance Pay Plan shall receive an immediate Lump Sum payment of all
Supplementary Benefits provided under this Plan upon a Change in Control,
notwithstanding any prior election.


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                                   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.

  The Administrative Committee shall provide adequate written notice to any
Participant or Beneficiary whose claim for Plan benefits has been denied,
setting forth the specific reasons for the denial. The Participant or
Beneficiary will be given an opportunity for a full and fair review by the
Administrative Committee of its decision denying the claim. The Participant or
Beneficiary shall be given 60 days from the date of the notice denying any claim
within which to request the review.

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.


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                                   ARTICLE VI

                   FACILITY OF PAYMENT AND LAPSE OF BENEFITS

SECTION 6.1  PAYMENT ON 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
limitation, 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.

SECTION 6.2  PAYMENTS OR DEPOSITS.

  Payments or deposits under this Article VI shall be a complete discharge, to
the extent of the payment or deposit, of the Plan or 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.


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                                  ARTICLE VII

                                 MISCELLANEOUS

SECTION 7.1  UNFUNDED BENEFIT PLAN.

  (a)  Benefits under Sections 2.4 and 2.6 are intended to constitute a plan
that is unfunded and 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 Sections 201(a)(2),
301(a)(3) and 401(a)(1) of ERISA.

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

SECTION 7.2  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 7.3  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 7.4  PAYMENTS AND BENEFITS NOT ASSIGNABLE.

  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
7.7.


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SECTION 7.5  NO RIGHT OF EMPLOYMENT.

  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 7.6  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 7.7  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 any Company benefit plan, then the Administrative
Committee may offset the amount owed to the Company or the benefit plan against
the amount of benefits otherwise distributable under this Plan.

SECTION 7.8  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 7.9  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 7.10  LAW GOVERNING.

  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 7.11  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.

SECTION 7.12  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 7.13  SUCCESSORS AND ASSIGNS.

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


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                                  ARTICLE VIII

                          AMENDMENT AND DISCONTINUANCE

SECTION 8.1  AMENDMENT OF PLAN.

  This Plan may be amended from time to time by a resolution of the Compensation
Committee of  the Board of Directors of Lyondell Chemical Company.

SECTION 8.2  TERMINATION.

  Lyondell Chemical 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 8.3  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 prior to the
effective date of the amendment or termination.   However, the Company may amend
the Plan to eliminate any optional form of payment and if so, the amendment will
not be deemed to adversely affect any Participant's benefit entitlement.

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