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                                                                    EXHIBIT 10.7

                            LYONDELL CHEMICAL COMPANY
                          EXECUTIVE LIFE INSURANCE PLAN

                                    ARTICLE I

                               General Provisions

Section 1.1. Purpose and Intent of Plan. The purpose of this Plan is to provide
life insurance benefits to executives of the Company.

Section 1.2. Effective Date of Plan. This Plan, as amended, shall generally be
effective as of December 1, 2001.

Section 1.3. Definitions.

     (a)  Administrator means Lyondell Chemical Company.

     (b)  Beneficiary(s) means the person or persons designated by the
          Participant in accordance with Article V of this Plan.

     (c)  Change of Control shall have the same meaning as Change of Control
          under the Lyondell Chemical Company Supplemental Executive Benefit
          Plans Trust Agreement.

     (d)  Class A Participant means an executive of the Company.

     (e)  Class B Participant means a key manager of the Company who became
          eligible to participate in this Plan prior to January 1, 1998.

     (f)  Company means Lyondell Chemical Company.

     (g)  Disability means Total Disability under the provisions of the Lyondell
          Chemical Company Executive long-term Disability Plan.

     (h)  Economic Benefit means the value of the economic benefit of life
          insurance provided to a Plan Participant for income tax purposes
          determined based on Revenue Rulings issued by the Internal Revenue
          Service and other applicable authorities.

     (i)  Eligible Employee means an individual who is rendering services to the
          Company as an executive.
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     (j)  Final Annual Base Pay means (i) the Participant's annual base rate of
          salary in effect as of the date of the Participant's death, excluding
          all extra pay such as bonuses, premiums or other allowances, if the
          Participant dies prior to a Termination of Employment or (ii) the
          Participant's annual base rate of salary in effect as of the date of
          the Participant's Termination of Employment, excluding all extra pay
          such as bonuses, premiums or other allowances.

     (k)  Insurance Carrier means any insurance company that the Company may
          from time-to-time purchase from, select to purchase from, or make
          available to Participants for the purchase of, life insurance.

     (l)  Participant means an Eligible Employee who has elected to participate
          in the Plan, and has satisfied the requirements of Article II of this
          Plan.

     (m)  Participation Agreement means a written agreement between the Company
          and the Participant under which the Participant agrees, by executing
          the written agreement within the time frame prescribed by the
          Administrator, to participate in this Plan pursuant to Section 2.1.

     (n)  Plan means the Lyondell Chemical Company Executive Life Insurance
          Plan.

     (o)  Policy means the life insurance policy on the life of a Participant
          purchased by the Company from time-to-time from an Insurance Carrier.
          The provisions of a Policy are incorporated into the Plan by
          reference.

     (p)  Retirement means commencement of a retirement allowance under the
          Lyondell Chemical Company Retirement Plan for Non-Represented
          Employees or another Company tax-qualified retirement plan of under
          which the Participant is covered.

     (q)  Retirement Eligibility means Termination of Employment with a right to
          commence an immediate retirement allowance, whether or not taken
          immediately, under the Lyondell Chemical Company Retirement Plan for
          Non-Represented Employees or another Company tax-qualified retirement
          plan under which the Participant is covered.

     (r)  Retirement Income Program means the benefits available pursuant to
          Section 3.5.

     (s)  Split Dollar Death Benefit Program means the benefits available under
          to Article III.

     (t)  Subsidiary or Affiliate means (i) all corporations that are members of
          a controlled group of corporations within the meaning of Section
          1563(a) of the code (determined without regard to Section 1563(a)(4)
          and Section 1563(e)(3)(C) of the Code) and of which the Company is
          then a member, (ii) all trades or businesses, whether or not
          incorporated, that, under the regulations prescribed by the Secretary
          of the Treasury pursuant to Section 210(d) of ERISA, and then under
          common control with the Company and (iii) Equistar Chemicals LP.

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     (u)  Survivor Income Program means the benefits available under this Plan
          pursuant to Article IV.

     (v)  Tax Rate means the Company's combined state and federal tax rate in
          effect at the time benefit calculations, which are dependent in whole
          or in part on such rate, are made pursuant to the terms of this Plan.

     (w)  Termination of Employment means the date the Participant ceases to be
          an employee of the Company or any Subsidiary or Affiliate for any
          reason, other than death or Disability.

     (x)  Years of Service means years of Membership Service as defined in the
          Lyondell Chemical Company Retirement Plan for Non-Represented
          Employees.

Section 1.4. Context. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, as the identity of the person or
persons may require. As the context may require, the singular may be read as the
plural and the plural as the singular.

                                   ARTICLE II

                                  Participation

Section 2.1 Enrollment in Plan. An Eligible Employee may enroll in this Plan and
elect to participate in either the Split Dollar Death Benefit Program or the
Survivor Income Program by entering into a Participation Agreement with the
Company.

Section 2.2 Election of Benefit Programs. A Participant's election at enrollment
to participate in either the Split Dollar Death Benefit Program or the Survivor
Income Program may not be changed until January 1 of the following year.
Thereafter, prior to Termination of Employment or an assignment pursuant to
Section 3.10, a Participant may change his benefit program election not more
than once each year, and the change shall become effective on January 1 of the
following year. When a Participant elects to change benefit programs, the
Participant must release all rights, claims or other legal or equitable
interests in the former program, and the Participant must comply with all the
requirements established by the Administrator to obtain benefits under the newly
selected program.

Section 2.3 Cooperation in Obtaining Insurance. An Eligible Employee is not
automatically entitled to receive benefits under this Plan. The Eligible
Employee shall cooperate with the Administrator by furnishing any and all
information and taking any physical examinations and other relevant action as
requested by the Administrator in order to acquire a Policy or to pay benefits
under this Plan. If the Eligible Employee refuses to cooperate, the
Administrator shall have no further obligation to the Eligible Employee and the
Eligible Employee shall not become a Plan Participant. If the Eligible Employee
makes any material misstatement of information or fails to

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disclose medical history, then no benefits will be payable on behalf of that
Eligible Employee, unless the Administrator, in its sole discretion, decides to
pay benefits in an amount reduced to compensate the Company for any loss, cost,
damage or expense suffered or incurred as a result in any way of any action,
misstatement or nondisclosure.

Section 2.4 Commencement of Coverage. Subject to compliance with the conditions
contained in Section 2.1 and 2.3, an Eligible Employee will become a Participant
in the Plan as of the date the Eligible Employee becomes an executive.

Section 2.5 Disability. A Participant's Disability shall not be treated as a
Termination of Employment during the Disability period and the Participant shall
continue to be entitled to all applicable benefits which the Participant has
elected under either the Split Dollar Death Benefit Program or the Survivor
Income Program of this Plan. If Disability continues through the normal
retirement date, the Participant's Termination of Employment shall be the normal
retirement date for the purposes of calculating pre- and post-retirement
benefits under this Plan.

Section 2.6 Termination of Employment.

     (a)  A Participant who incurs a Termination of Employment prior to
          completion of five (5) Years of Service and Retirement Eligibility
          shall cease to be a Participant in the Plan as of the date of the
          Termination of Employment and shall not be entitled to any benefits
          under the Plan, including any right to purchase a Policy.

     (b)  A Participant who incurs a Termination of Employment prior to
          Retirement Eligibility and after completing five (5) Years of Service
          shall be entitled to purchase the Company's interest in the Policy for
          an amount equal to either the Company's cumulative premium outlay in
          the Policy or the cash value of the Policy, whichever is greater. If
          the Participant does not elect to purchase the Company's interest in
          the Policy, all incidents of ownership of the Policy (if any) held by
          the Participant shall be transferred to the Company. At the time the
          Participant purchases the Company's interests in the Policy, or the
          Participant's incidents of ownership are transferred to the Company,
          the Company shall have no further legal or equitable obligations of
          any kind to the Participant under this Plan. This provision shall not
          apply to any Plan benefits that are self-insured by the Company.

     (c)  A Participant who ceases to be an Eligible Employee, but does not
          incur a Termination of Employment, shall continue to participate in
          the Plan.

Section 2.7 Self Insurance. If an Insurance Carrier declines to issue a Policy
on a Participant or if the benefits to be provided to a Participant are in
excess of any Policy insuring the Participant, the Company shall provide Plan
benefits to the Participant on a self-insured basis, except that the Company
will not self insure the benefits described in Section 3.3 for any person who
becomes a Participant after to October 1, 1990.

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                                   ARTICLE III

                       Split Dollar Death Benefit Program

     If the Participant elects to participate in the Split Dollar Death Benefit
Program, this Plan and the Participation Agreement shall together constitute a
split dollar life insurance agreement between the Participant and the Company
providing the following benefits:

Section 3.1 Pre-Retirement Basic Death Benefit. In the event a Participant dies
prior to Termination of Employment:

     (a)  The Beneficiary designated by a Class A Participant shall receive a
          death benefit from the proceeds of the Policy equal to three (3) times
          the Participant's Final Annual Base Pay minus fifty thousand dollars
          ($50,000), and

     (b)  The Beneficiary designated by a Class B Participant shall receive a
          death benefit from the proceeds of the Policy equal to two (2) times
          Final Annual Base Pay minus fifty thousand dollars ($50,000).

The Company shall receive any of the Policy proceeds in excess of the death
benefit due a Beneficiary.

Section 3.2 Post-Retirement Basic Death Benefit. Subject to Section 3.4, the
following benefits shall be provided:

     (a)  Pre-Age 65. If a Participant dies following Termination of Employment
          with Retirement Eligibility and prior to age 65, the Beneficiary shall
          receive a death benefit from the proceeds of the Policy equal to:

          (i)  Three (3) times Final Annual Base Pay minus fifty thousand
               dollars ($50,000), in the case of a Class A Participant, and

          (ii) Two (2) times Final Annual Base Pay minus fifty thousand dollars
               ($50,000), in the case of a Class B Participant.

     (b)  Post-Age 65. If a Participant dies following Termination of Employment
          with Retirement Eligibility and after age 65 or a Participant dies
          following Retirement on or after age 65, the Beneficiary shall receive
          a death benefit from the proceeds of the Policy equal to:

          (i)  One (1) times the Participant's Final Annual Base Pay, in the
               case of a Class A Participant, and

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          (ii) in the case of a Class B Participant, one hundred (100%) percent
               of Final Annual Base Pay reduced by ten (10%) percent annually
               until the death benefit equals fifty (50%) percent of Final
               Annual Base Pay with such annual reductions commencing in the
               month of the Participant's 66th birthday.

     (c)  The Company shall receive any of the Policy proceeds in excess of the
          death benefit due a Beneficiary under paragraph (a) or (b), above.

Section 3.3 Optional Death Benefit. A Class A Participant may elect to maintain
a death benefit in addition to the death benefit provided under Section 3.1 or
3.2 in an amount equal to one (1) or two (2) times the Participant's Final
Annual Base Pay, subject to approval and premium rates established by the
Insurance Carrier. The Participant must file an election for optional coverage
in accordance with procedures and timing requirements established by the
Administrator.

Section 3.4 Post-Retirement Transfer of Ownership of Policy to Participant. The
Company shall withdraw its cumulative premium outlay from the Policy and
transfer ownership of the Policy to the Participant on the later of (i)
Termination of Employment with Retirement Eligibility, (ii) age 65, in the case
of Class A Participants and age 70, in the case of Class B Participants, or
(iii) the time at which premiums on the Policy have been paid for ten (10)
years. At the time the Company's interest in the Policy is transferred to the
Participant, the Company shall have no further legal or equitable obligations of
any kind to the Participant under this Plan.

Section 3.5 Retirement Income Program. The Administrator, in its sole
discretion, may offer a Participant who has a Termination of Employment with
Retirement Eligibility a retirement allowance payable from the general assets of
the Company in lieu of the Post-Retirement Basic Death Benefit described in
Section 3.2. The terms and conditions of this program, including the amounts of
any continuing death benefit coverage, shall be contained in a separate, written
agreement between the Company, the Participant and the Insurance Carrier.

Section 3.6 Policy. If the Participant elects coverage under the Split Dollar
Death Benefit Program of this Plan, the Company shall purchase a Policy insuring
the life of the Participant.

Section 3.7 Payment of Premiums. The Participant shall pay that portion of the
premiums due on the Policy equal to the amount which the Participant would
otherwise be required to include in income for income tax purposes each year by
reason of the Economic Benefit of the insurance coverage provided to the
Participant under this Plan. The balance of the premiums due on the Policy shall
be paid by the Company.

Section 3.8 Endorsement. The Company shall execute an endorsement (in a form
acceptable to the Administrator, the Company and the Insurance Carrier) to the
Policy endorsing to the Participant that portion of the death benefit to which
the Participant is entitled under Section 3.1 or 3.2 of the Plan. The
Participant and the Company agree that the Policy shall be subject to the terms
and conditions of the Plan and the endorsement. The Company shall be the owner
of and hold all incidents of ownership in the Policy (including the right to
dividends, if paid) except as otherwise

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provided in this Plan. The Company shall be relieved of its obligation to pay
the benefits described in the Plan to the extent such amounts are paid by the
Policy.

Section 3.9 Collateral Assignment. A Participant who has optional coverage under
Section 3.3 shall own the Policy and shall execute a collateral assignment (in a
form acceptable to the Administrator, the Company and the Insurance Carrier) of
the Policy's cash value to the Company as collateral security for loans by the
Company to the Participant of amounts equal to premium payments, which are to be
paid by the Participant. The Participant and the Company agree that the Policy
shall be subject to the terms and conditions of the Plan and the collateral
assignment.

Section 3.10 Assignment. A Participant may assign to one or more individuals or
trustees all or any part of the Participant's right, title, claim, interest,
benefit and all other incidents of ownership in the Policy under the Split
Dollar Death Benefit Program provided that an assignment shall be subject to the
terms and conditions of this Plan and shall not apply to any right to
participate in the Survivor Income Program. If the Participant makes an
assignment under this Section, the Participant shall no longer have the right to
elect to participate in the Survivor Income Program under Section 2.2.

                                   ARTICLE IV

                             Survivor Income Program

     If the Participant elects coverage under the Survivor Income Program, this
Plan and the Participation Agreement shall together constitute a survivor income
benefit agreement between the Participant and the Company providing the
following benefits:

Section 4.1 Pre-Retirement Survivor Income.

     (a)  If the Participant dies prior to Termination of Employment, the
          Beneficiary shall be entitled to receive a survivor benefit equal to:

          (i)  Three (3) times Final Annual Base Pay minus fifty thousand
               dollars ($50,000) in the case of a Class A Participant, and

          (ii) Two (2) times Final Annual Base Pay minus fifty thousand dollars
               ($50,000) in the case of a Class B Participant.

     (b)  The survivor benefit shall be payable in one hundred twenty (120)
          monthly payments, beginning on the first day of the second month
          following the date of the Participant's death. The amount of each
          monthly payment shall be equal to the total survivor benefit amortized
          over 120 payments at an assumed rate of earnings equal to the
          Company's after-tax cost of corporate debt at the time of commencement
          of payments, with the resulting amount being increased by dividing
          such amount by one (1) minus the Tax Rate.

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Section 4.2 Post-Retirement Survivor Income.

     (a)  Pre-Age 65. If a Participant dies following Termination of Employment
          with Retirement Eligibility and prior to age 65, the Beneficiary shall
          receive a survivor benefit equal to:

          (i)  Three (3) times Final Annual Base Pay minus fifty thousand
               dollars ($50,000) in the case of a Class A Participant, and

          (ii) Two (2) times Final Annual Base Pay minus fifty thousand dollars
               ($50,000) in the case of a Class B Participant.

     (b)  Post-Age 65. If a Participant dies following Termination of Employment
          with Retirement Eligibility and after age 65 or a Participant dies
          following Retirement on or after age 65, the Beneficiary shall receive
          a survivor benefit equal to:

          (i)  One (1) times the Participant's Final Annual Base Pay, in the
               case of a Class A Participant, and

          (ii) in the case of a Class B Participant, one hundred (100%) percent
               of Final Annual Base Pay reduced by ten (10%) percent annually
               until the survivor benefit equals fifty (50%) percent of Final
               Annual Base Pay with such annual reductions commencing in the
               month of the Participant's 66th birthday.

     (c)  The post-retirement survivor benefit shall be payable in one hundred
          twenty (120) monthly payments, beginning on the first day of the
          second month following the date of the Participant's death. The amount
          of each monthly payment shall be equal to the total survivor benefit
          amortized over 120 payments at an assumed rate of earnings equal to
          the Company's after-tax cost of corporate debt at the time of
          commencement of payments, with the resulting amount being increased by
          dividing such amount by one (1) minus the Tax Rate.

Section 4.3 Acceleration of Benefit Payments. Except in the event of a Change of
Control which occurs after the Beneficiary has begun to receive payments, no
payments to be received under the Survivor Income Program of this Plan may be
accelerated. If a Change of Control occurs and the Beneficiary designated by the
Participant is at that time receiving installment payments under this Program,
the Beneficiary may elect to receive a single lump sum payment. The payment
shall be equal to the sum of all of the remaining payments (reduced by an amount
equal to previous interest payments attributable to the anticipated future
installment payments and interest that would have been credited and paid on
future installments, as determined by the Administrator) less a penalty
determined by the Administrator. The lump sum payment shall be paid on the last
day of the month following the Beneficiary's election to accelerate benefits
under this Section.

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Section 4.4 Non-assignability. The benefits provided under the Survivor Income
Program of this Plan may not be alienated, assigned, transferred, pledged or
hypothecated by or to any person or other entity, at any time or in any manner
whatsoever. These benefits shall be exempt from the claims of creditors or other
claimants and from all orders, decrees, levies, garnishment or executions to the
fullest extent allowed by law.

Section 4.5 No Right to Company Assets. The benefits paid under the Survivor
Income Program of this Plan shall be paid from the Company's general assets, and
the Participant and any Beneficiary receiving benefits shall be no more than
unsecured general creditors of the Company with no special or prior right to any
assets of the Company for payment of any obligations hereunder. Although the
Company intends to purchase insurance policies (that is, the Policies) on the
life of the Participants, the Participants shall have no legal or equitable
rights, interests, or other claims with respect to the Policy as the result of
Participants' election to receive benefits under the Survivor Income Program.

                                    ARTICLE V

                             Beneficiary Designation

Section 5.1 Participant Designation. The Participant shall have the right, at
any time, to designate any person or persons as Beneficiary (both primary and
contingent) to whom payment under this Plan shall be made in the event of the
Participant's death. The Beneficiary designation shall be delivered in writing
to the Administrator during the Participant's lifetime on a form prescribed by
the Administrator. Upon receipt of the Beneficiary designation, the
Administrator shall immediately take such action as shall be necessary to
implement the Beneficiary designation.

Section 5.2 Default Beneficiary. If a Participant fails to designate a
Beneficiary as provided in Section 5.1, or if every person designated as
Beneficiary predeceases the Participant or dies prior to complete distribution
of the Participant's benefits, then the Administrator shall direct the
distribution of benefits to the Participant's estate.

                                   ARTICLE VI

                        Amendment and Termination of Plan

Section 6.1 Amendment and Termination. The Compensation Committee of the Board
of Directors of the Company, acting on behalf of the Company, may at any time
amend or terminate this Plan in whole or in part. If this Plan is terminated by
the Company prior to the commencement of any benefit payments to the Participant
or to the Beneficiary, the Participant with at least five years of Membership
Service may purchase the Policy for an amount determined in accordance with
Section 2.6(b).

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Section 6.2 Termination After Commencement of Plan Benefit Payments. If this
Plan is terminated by the Company after the commencement of any benefit payments
to the Participant or to the Beneficiary, payments shall be continued in
accordance with the terms of this Plan as they existed immediately prior to Plan
termination.

                                   ARTICLE VII

                                 Administration

Section 7.1 The Administrator. The Plan shall be administered by the
Administrator. The Administrator may, from time to time, adopt rules for the
conduct of its business and Plan administration as it considers desirable,
provided those rules do not conflict with the Plan's provisions. The
Administrator shall have the sole and absolute discretion to interpret Plan
provisions (including, without limitation, supplying omission from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in, Plan language),
to determine the rights and status of Participants and other persons under the
Plan, to decide disputes arising under the Plan and to make any determinations
and findings with respect to the benefits payable and the persons entitled to
benefits as required for Plan purposes. The decisions and interpretations of the
Administrator shall be final and binding on the Participants, employees, Company
and all other persons. The Administrator shall keep records reflecting Plan
administration.

Section 7.2 Legal, Accounting, Clerical and Other Services. The Administrator
may authorize one or more of its employees or any agent to act on its behalf and
may contract for legal, accounting, clerical and other services to carry out the
Plan, including the services of a claims administrator. All expenses of the
Administrator or any claim administrator shall be paid by the Company.

Section 7.3 Denial of Claim. The claims administrator, or the Administrator if
no claims administrator has been appointed, shall provide adequate notice in
writing to any Employee or Participant whose claim for Plan participation or for
benefits has been denied or terminated, setting forth the specific reasons for
such denial. The Employee or Participant shall be given an opportunity for a
full and fair review by the claims administrator of the decision denying a
claim. The Employee or Participant shall be given sixty (60) days from the date
of the notice denying any claim within which to request review. A claims
administrator may only make determinations and hear appeals on those matters
which the Administrator has delegated to it by contract or otherwise. To the
extent the Plan provides that a determination shall be made by an Insurance
Carrier, any appeal with respect to such determination shall be to, and handled
by, the Insurance Carrier in accordance with the appeal procedures established
by such Insurance Carrier.

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                                  ARTICLE VIII

                               General Provisions

Section 8.1 Non-Assignability. Death benefit or survivor income payments under
the Plan are not in any way subject to the debts or other obligations of the
persons entitled thereto and are not subject to assignment or alienation,
voluntarily or involuntarily.

Section 8.2 No Vested Interest. No Participant, Employee or any other person
shall have any right, title or interest in or to the assets of the Company or
the Insurance Carriers.

Section 8.3 No Right to Employment. Neither Plan provisions nor Plan
participation shall give a Participant the right to be retained in the service
of the Company.

Section 8.4 Governing Law. To the extent not inconsistent with or preempted by
federal statute, the Plan shall be governed by and construed according to the
laws of the State of Texas.

Section 8.5 Tax Liability and Withholding. A Participant may realize income for
federal, state or local income tax purposes by reason of the Economic Benefit of
the insurance coverage provided by the Company under this Plan. The Participant
and any Beneficiary shall make appropriate arrangements with the Company to
satisfy any federal, state or local income tax withholding requirements and
Social Security or other employee tax requirements applicable to the provision
of benefits under this Plan. If no other arrangements are made, the
Administrator may provide, at its discretion, for withholding and tax payments
as required.

Section 8.6 Notice to Insurance Carrier. The Administrator shall be responsible
for notifying the Insurance Carrier which issues the Policy of any changes in
the ownership rights and interests of the Participant and the Company and of any
changes in the Beneficiaries to receive death benefits under this Plan, and the
Insurance Carrier shall be entitled to rely upon notification received from the
Administrator.

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