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                                                                     Exhibit 4.5

                            LYONDELL CHEMICAL COMPANY
                          1999 LONG-TERM INCENTIVE PLAN

               (As Amended and Restated Effective January 1, 2002)

1.    Objectives.  This Lyondell Chemical Company 1999 Incentive Plan (the
      "Plan") is intended to:

   .  Focus Participants on key measures of value creation for the Company's
      shareholders

   .  Provide significant upside and downside award potential commensurate with
      shareholder value creation

   .  Encourage a long-term management perspective and reward for sustained
      long-term performance

   .  Enhance the ability of Lyondell to attract and retain highly talented and
      competent individuals

   .  Reinforce a team orientation among top management

   .  Encourage ownership of the Company's stock among top management

2.    Definitions. The terms set forth below have the following respective
      meanings:

      "Award" means any Option, Performance Share, Restricted Stock, Phantom
Stock, Cash Award or Stock Appreciation Right, granted singly, in combination or
in tandem, and granted to a Participant pursuant to any applicable terms,
conditions and limitations as the Committee may establish to fulfill the Plan
objectives.

      "Award Agreement" means an agreement in the form prescribed by the
Committee that sets forth the terms, conditions and limitations applicable to an
Award.

      "Board" means the Board of Directors of the Company.

      "Cash Award" means an award payable in cash.

      "Code" means the United States Internal Revenue Code of 1986, as amended
from time to time.

      "Common Stock" means the common stock, par value $1.00 per share, of the
Company.

      "Committee" means the Compensation Committee of the Board or any person or
persons appointed by the Board to administer the Plan.

      "Company" means Lyondell Chemical Company.

      "Effective Date" means January 1, 2002, the effective date of the Plan
restatement.

      "Employee" means an individual employed by the Company or a Subsidiary.

      "Exercise Price" means the price at which the Option Shares may be
purchased under the terms of the Award Agreement.

      "Fair Market Value" of a share of Common Stock means, on a particular
date, (i) if shares of Common Stock are listed on a national securities
exchange, the closing price per share of Common Stock reported on the
consolidated transaction reporting system for the principal national securities
exchange listing shares of Common Stock on that date, or, if there has been no
sale reported on that date, on the last preceding date when a sale was

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reported, (ii) if shares of Common Stock are not listed but are quoted on the
NASDAQ National Market, the closing price per share of Common Stock reported by
the NASDAQ National Market on that date, or, if there has been no sale reported
on that date, on the last preceding date when a sale was reported, (iii) if the
Common Stock is neither listed nor quoted, the mean between the closing bid and
asked price on that date, or, if there are no quotations available for that
date, on the last preceding date when quotations are available, as reported by
the NASDAQ Stock Market, or, if not reported by the NASDAQ Stock Market, by the
National Quotation Bureau Incorporated or (iv) if shares of Common Stock are not
publicly traded, the most recent value determined by an independent appraiser
appointed by the Company for that purpose.

      "Grant Date" means the date the Committee grants an Award.

      "Option" means a right to purchase a particular number of shares of
Common Stock at a particular Exercise Price, subject to terms and conditions in
the Plan and Award Agreement.

      "Option Shares" means the shares of Common Stock covered by a particular
Option.

      "Participant" means an Employee to whom an Award has been granted under
this Plan.

      "Performance-Based Award" means an Award that is paid, vested or
otherwise deliverable solely based on achieving one or more Performance Goals,
as provided in Section 6(a).

      "Performance Goal" means a standard established by the Committee to
determine in whole or in part whether Performance-Based Awards are earned.

      "Performance Shares" means the contingent right to receive an amount in
cash or Common Stock, as determined at the Committee's sole discretion, that is
subject to attaining one or more Performance Goals.

      "Phantom Stock" means a right to receive the value of a specified
number of shares of Common Stock.

      "Plan" means the Lyondell Chemical Company 1999 Long-Term Incentive
Plan, as amended from time to time.

      "Restricted Stock" means shares of Common Stock that are restricted or
subject to forfeiture provisions.

      "Stock Appreciation Rights" or "SARs" means the right to receive an
amount in cash or Common Stock, as determined at the Committee's sole
discretion, equal to the appreciation in value of a specified number of shares
of Common Stock over a particular period of time.

      "Subsidiary" means (i) any corporation, limited liability company or
similar entity of which the Company directly or indirectly owns equity interests
representing more than 50% of the voting power of all classes of equity
interests of the entity which have the right to vote generally on matters
submitted to a vote of the equity holders of that entity, (ii) Equistar
Chemicals, LP or LYONDELL-CITGO Refining LP so long as the Company maintains an
equity ownership interest equal to at least 25% in those entities, or (iii) any
other entity in which the Company has an equity ownership interest of at least
25%, so long as the entity is designated by the Committee as a Subsidiary for
Plan purposes; provided, however, for Options intended to qualify as incentive
stock options within the meaning of Code Section 422, "Subsidiary" means a
subsidiary as defined in Code Section 424(f) or any successor provision.

3.    Plan Administration and Designation of Participants.

      (a) Eligibility. All Employees of the Company and its Subsidiaries who,
in the Committee's judgment, are in a position to contribute significantly to
its long-term profit and growth objectives are eligible for Awards under this
Plan. The Committee shall select the Participants from time to time by granting
Awards under the Plan and, subject to the Plan terms and conditions, shall
determine all Award terms and conditions.

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     (b) Administration. The Plan is administered by the Committee, which has
full and exclusive power to interpret this Plan and to adopt rules, regulations
and guidelines to carry out this Plan as it deems necessary or appropriate. The
Committee may delegate its Plan duties to the Company's Chief Executive Officer
or other senior officers subject to the rules and regulations established by the
Committee. The Committee, in its discretion, may retain an outside
administrator's services to perform any of its functions. The Committee, in its
discretion, may extend an Award's exercisability, accelerate an Award's vesting
or exercisability, eliminate or make less restrictive any restrictions contained
in an Award Agreement, waive any Plan or Award Agreement restriction or other
provision or otherwise amend or modify an Award in any manner if (i) the
amendment or modification is not adverse to the Participant holding the Award or
(ii) the Participant consents to the amendment or modification. The Committee
may grant an Award to an individual whom it expects to become an Employee of the
Company or any of its Subsidiaries within the following six months, with the
Award subject to the individual's actually becoming an Employee within that
time, and subject to other terms and conditions the Committee establishes. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award Agreement in the manner and to the
extent the Committee deems necessary or desirable to further the Plan purposes.
Any Committee decision on Plan interpretation and administration is within its
sole and absolute discretion and shall be final, conclusive and binding on all
parties.

     No Committee member and no Company officer to whom the Committee has
delegated authority according to this Plan shall be liable for anything done or
omitted to be done by him or her while performing any Plan duties, except for
his or her own willful misconduct or as expressly provided by statute.

4.   Award Agreement.  Each Award granted, other than a Cash Award, shall be
described in an Award Agreement, which shall be subject to Plan terms and
conditions. The Committee shall authorize written guidelines to issue a Cash
Award.

5.   Shares of Common Stock Available for Awards.

     (a) Plan Limitations. Subject to Section 11, no Award shall be granted if
it results in the aggregate number of shares of Common Stock issued under the
Plan plus the number of shares of Common Stock covered by or subject to
outstanding Awards (including the Award grant in question) exceeding the lesser
of 14 million or 12% of the number of shares of Common Stock outstanding at the
time the Award is granted. No more than 2,500,000 shares of Common Stock shall
be available for Awards as Performance Shares, Restricted Stock, Stock
Appreciation Rights or Phantom Stock. No more than 1,000,000 shares of Common
Stock shall be available for Incentive Stock Options. The number of shares of
Common Stock that are the subject of Plan Awards that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common Stock or
in a manner such that all or some of the shares covered by an Award are not
issued to a Participant or are exchanged for Awards that do not involve Common
Stock, shall again immediately become available for Awards under this Plan.

     (b) Participant Limitations. No Participant may be granted, during the
Plan's term, Options covering or relating to more than 3,000,000 shares of
Common Stock. No Participant may be granted, during the Plan's term, Awards as
Performance Shares, Restricted Stock, Stock Appreciation Rights or Phantom Stock
covering or relating to more than 1,000,000 shares of Common Stock. No
Participant may be granted Cash Awards under this Plan for any calendar year
where the value exceeds $3,000,000.

     (c) Board and Committee Procedures. The Committee, from time to time,
may adopt and observe procedures to count shares against the Plan maximum as it
deems appropriate. The Board and the appropriate Company officers, from time to
time, shall take whatever actions are necessary to file required documents with
governmental authorities, stock exchanges and transaction reporting systems to
ensure that shares of Common Stock are available to be issued according to
Awards.

6.   Types of Awards.

     (a) Performance-Based Awards.  Without limiting the type or number of
Awards that may be made under the other Plan provisions, an Award may be a
Performance-Based Award. Performance-Based Awards are

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Awards that shall be paid, vested or otherwise deliverable solely because one or
more pre-established, objective Performance Goals established by the Committee
is reached prior to the earlier of (x) 90 days after the beginning of the
service period to which the Performance Goal relates or (y) 25% of the service
period lapses (as scheduled in good faith at the time the goal is established),
and in any event while the outcome is substantially uncertain. A Performance
Goal is objective if a third party with knowledge of the relevant facts could
determine whether the goal is met. A Performance Goal may be based on one or
more business criteria that apply to the Employee, to one or more Company
business units, or to the Company as a whole, and may include one or more of the
following: economic value, economic value added, increased revenue, net income,
stock price, market share, earnings per share, return on equity, return on
assets, decrease in costs, shareholder value, net cash flow, total shareholder
return, return on capital, return on investors' capital, operating income, funds
from operations, cash flow, cash from operations, after-tax operating income,
and total market value. Prior to paying any compensation based on achieving
Performance Goals, the Committee must certify in writing that applicable
Performance Goals and any of the material terms were satisfied. It is the Plan's
intent to conform with the standards of Code Section 162(m) and Treasury
Regulation Section 1.162-27(e)(2)(i) in interpreting Plan provisions applicable
to Performance Goals and Performance-Based Awards, and the Committee shall be
guided by these standards when establishing goals and interpreting the Plan. A
Performance-Based Award may include Performance Shares, Options, Restricted
Stock, Stock Appreciation Rights, Cash Awards or Phantom Stock.

     (b) Options. Options granted to Employees may be either incentive stock
options within the meaning of Code Section 422 or nonqualified options within
the meaning of Code Section 83. An Option's Exercise Price shall not be less
than the Fair Market Value of a share of Common Stock on the Option Grant Date
and shall not be less than the Fair Market Value of a share of Common Stock on
the Grant Date of any outstanding Option relinquished to grant a new Option. The
Committee shall determine Option Award terms, conditions and limits.

     (c) Performance Shares. An Award may be made as Performance Shares.
Performance Shares shall be payable, at the Committee's sole discretion, in
cash, shares of Common Stock, or any combination. The Committee shall determine
Performance Share Award terms, conditions and limits.

     (d) Restricted Stock. An Award may be made as shares of Common Stock or
Restricted Stock. The terms, conditions, and limits applicable to any Award of
shares of Common Stock or Restricted Stock under this Plan shall be determined
by the Committee; provided, however, that the Committee shall not award more
than 5% of the number of shares of Common Stock subject to the Plan as
Restricted Stock Awards with a restriction period that provides for full vesting
in less than three years after the date of grant. However, Restricted Stock
Awards may vest earlier, as the Committee deems appropriate, on death,
disability or retirement or an event which constitutes a "Transaction" under
Section 11.

     (e) Phantom Stock. An Award may be made as Phantom Stock, or other
bookkeeping account tied to the value of shares of Common Stock. The Committee
shall determine Phantom Stock Award terms, conditions, and limits.

     (f) Stock Appreciation Rights. An Award may be made as SARs. An SAR's
exercise price shall not be less than the Fair Market Value of a share of Common
Stock on the Grant Date. The Committee shall determine SAR terms, conditions,
and limits.

     (g) Cash Awards. An Award may be made as a Cash Award. The Committee shall
determine Cash Award terms, conditions and limits.

7.   Award Payment.

     (a) General. Payment of Awards may be made as cash or Common Stock or in
combination and may include such restrictions as the Committee determines
including, in the case of Common Stock, restrictions on transfer and forfeiture
provisions.

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     (b) Deferral. The Committee, in its discretion, may (i) permit selected
Participants to defer payments of some or all types of Awards according to
procedures established by the Committee or (ii) provide for Award deferral in an
Award Agreement or otherwise. Any deferral may be made as installment payments
or as a future lump sum payment. Any deferred payment elected by the Participant
or specified by the Award Agreement or by the Committee may be forfeited if and
to the extent provided in the Award Agreement.

     (c) Dividends and Interest. Dividends or dividend equivalent rights may be
extended to and made part of any Award of Common Stock or units of Common Stock,
subject to the terms, conditions and restrictions the Committee establishes. The
Committee may also establish rules and procedures to credit interest on deferred
cash payments and dividend equivalents for deferred payment of Common Stock or
units of Common Stock.

     (d) Substitution of Awards. At the Committee's discretion, a Participant
may be offered an election to substitute an Award for another Award or Awards of
the same or different type.

8.   Stock Option Exercise. The price to purchase shares of Common Stock under
an Option shall be paid in full at exercise in cash or, if the Committee
permits, by tendering Common Stock or surrendering all or part of that or any
other Award, including Restricted Stock, valued at Fair Market Value on the
exercise date, or any combination. The Committee shall determine acceptable
methods to tender Common Stock or Awards to exercise an Option. The Committee
may establish procedures to exercise or purchase Awards by using proceeds from
the sale of Common Stock issuable under an Award. Unless the Award Agreement
provides otherwise, if shares of Restricted Stock are tendered as consideration
for an Option exercise, a number of the shares issued on the Option exercise,
equal to the number of shares of Restricted Stock used as consideration, shall
be subject to the same restrictions as the Restricted Stock submitted as well as
any additional restrictions the Committee imposes.

9.   Termination of Employment. Upon a Participant's employment termination, any
unexercised, deferred or unpaid Awards shall be treated according to the
specific Award Agreement for the Award. Unless the Award Agreement provides
otherwise, each Option Award granted under this Plan shall immediately terminate
to the extent the Option is not vested (or does not become vested as a result of
employment termination) on the date the Participant terminates employment with
the Company or its Subsidiaries.

10.  Assignability. Except as otherwise provided in this Plan, a Participant
shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate an
Award other than by marital property settlement or similar domestic relations
agreement, decree or order, or by will or the laws of descent and distribution.
During the Participant's lifetime, any Award shall be exercisable only by him,
or, if the Participant is mentally incapacitated, the Award shall be exercisable
by his guardian or legal representative. The Committee may prescribe and include
other restrictions on transfer in applicable Award Agreements. Any attempted
assignment or transfer in violation of this Section shall be null and void. At
the Participant's death, the Participant's personal representative or other
person entitled to succeed to his rights (the "Successor Participant") may
exercise these rights. A Successor Participant must furnish proof satisfactory
to the Company of his or her right to exercise the Award under the Participant's
will or applicable descent and distribution laws.

     Subject to approval by the Committee in its sole discretion, all or a
portion of the Awards granted to a Participant under the Plan may be
transferable by the Participant, to the extent and only to the extent specified
in that approval, to (i) the Participant's children or grandchildren ("Immediate
Family Members"), (ii) a trust or trusts for the Immediate Family Members'
exclusive benefit ("Immediate Family Member Trusts"), or (iii) a partnership or
partnerships in which Immediate Family Members have at least ninety-nine percent
(99%) of the equity, profit and loss interests ("Immediate Family Member
Partnerships"), if the Award Agreement under which the Awards are granted (or
any amendment) expressly provides for transfer consistent with this Section.
Subsequent transfers of transferred Awards shall be prohibited except by will or
the laws of descent and distribution, unless transfers are made to the original
Participant or a person to whom the original Participant could have made a
transfer as described above. No transfer shall be effective unless and until the
Committee is provided written notice of the transfer, in the form and manner the
Committee prescribes. Following transfer, Awards shall continue to be subject to
the same terms and conditions which applied immediately prior to transfer, and,
unless otherwise provided, the term "Participant" also refers to the transferee.
The consequences of the Original Participant's employment termination

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continue to apply after the transfer; following employment termination of the
Original Participant, the Awards shall be exercisable by the transferee only to
the extent and for the periods specified in this Plan and the Award Agreement.

11.  Adjustments.

     (a) The existence of outstanding Awards shall not affect, in any manner,
the Company's or its partners' right or power to make or authorize any or all
adjustments, recapitalization, reorganizations or other changes in ownership of
the Company or its business or any Company merger or consolidation, or any
bonds, debentures, preferred or prior preference stock issue or other
obligations (whether or not the issue is prior to, on a parity with or junior to
the Common Stock), or the Company's dissolution or liquidation, or any sale or
transfer of all or any part of its assets or business, or any other Company act
or proceeding of any kind, whether or not similar to the acts or proceedings
described above.

     (b) The Committee shall adjust (i) the number of shares of Common Stock
reserved under this Plan and covered by outstanding Awards and related Incentive
Stock Option award limits; (ii) the Exercise Price for these Awards; and (iii)
the appropriate Fair Market Value and other price determinations for these
Awards on any Common Stock distribution or split, recapitalization,
extraordinary distribution, merger, consolidation, combination or exchange of
shares of Common Stock or similar change or on the occurrence of any other event
that the Committee, in its sole discretion, deems appropriate,

     (c) On a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation (hereafter referred to as a
"Transaction"), the Board is authorized (i) to issue or assume Awards by
substituting new Awards, as appropriate, for previously issued Awards or to
assume previously issued Awards as part of the adjustment, (ii) to provide,
prior to the transaction, for the acceleration of the vesting and exercisability
of, or lapse of restrictions with respect to, Awards or (iii) on a Transaction
where the Company is not the surviving corporation, to (A) cancel Options or SAR
Awards and give the Participants who hold these Awards notice and opportunity to
exercise for 30 days prior to cancellation or (B) settle Option or SAR Awards by
a cash payment equal to the difference between the Fair Market Value per share
of Common Stock on the Transaction date and the Award's Exercise Price,
multiplied by the number of shares subject to the Award.

12.  Purchase for Investment. Unless the Awards and shares of Common Stock
covered by this Plan have been registered under the Securities Act of 1933, as
amended, the Company may require each person receiving shares of Common Stock
pursuant to an Award to represent, in writing in form and substance satisfactory
to the Company, that he is acquiring the shares for his own account for
investment and does not intend to sell the shares in connection with their
distribution.

13.  Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Award payment and, on delivery or at vesting of cash or shares of
Common Stock, withhold an appropriate amount of cash or number of shares of
Common Stock or a combination to pay taxes required by law or to take other
action necessary, in the Company's opinion, to satisfy all withholding
obligations for taxes. The Committee may also permit withholding to be satisfied
by transferring shares of Common Stock owned by the Award holder for which
withholding is required to the Company. If shares of Common Stock are used to
satisfy tax withholding, the shares shall be valued based on the Fair Market
Value when the tax withholding is required to be made.

14.  Amendments or Termination. The Committee may amend, alter, or discontinue
the Plan. However, no amendment, alteration or discontinuation, except a Plan
amendment to comply with applicable law, regulations or exchange requirements,
shall impair a Participant's rights under any Award previously granted without
the Participant's consent. No Awards shall be granted more than ten years after
the Effective Date.

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     In addition, no Plan amendment shall be made without approval of the
Company's shareholders (i) if the Committee determines shareholder approval is
required by applicable law, regulations or exchange requirements, or (ii) if the
amendment would result in any of the following applying to more than 5% of the
number of shares of Common Stock subject to the Plan:

     (a) expand the classes of persons to whom Awards may be made under
         Section 3;

     (b) increase the number of shares of Common Stock authorized for grant
         under Section 5;

     (c) increase the number of shares which may be granted under Awards to any
         single Participant under Section 5;

     (d) increase the number of shares available for Restricted Stock Awards;

     (e) allow creation of additional types of Awards;

     (f) allow a shorter restriction period than permitted under Section 6(d);
         or

     (g) materially change the provisions of this paragraph of Section 14.

     The Committee may amend, prospectively or retroactively, the terms of any
Option or other Award granted, but no amendment shall (a) cause a
Performance-Based Award which the Committee intends to qualify for Code Section
162(m) exemption to cease to qualify for that exemption or (b) impair any
Participant's rights without the Participant's consent, except when a Plan or
Award amendment is made to comply with applicable law, regulations or exchange
requirements.

15.  Restrictions. No shares of Common Stock or other payment form shall be
issued under any Award unless the Company is satisfied, based on the advice of
its counsel, that the issuance will comply with applicable federal and state
securities laws. An Award Agreement may include provisions for the Company to
repurchase shares of Common Stock acquired by an Award and to repurchase the
Participant's Option rights.

16.  Unfunded Plan. This Plan shall be unfunded. Although bookkeeping accounts
may be established for Participants who are entitled to cash, shares of Common
Stock or other Plan rights, the accounts shall be used merely as a bookkeeping
convenience. The Company is not required to segregate any assets represented by
cash, shares of Common Stock or other rights, nor shall this Plan be construed
to provide for segregation, nor shall the Company, the Board or the Committee be
deemed to be a trustee of any cash, shares of Common Stock or other rights
granted under this Plan. Any Company liability or obligation to any Participant
for a grant of cash, shares of Common Stock or other rights under this Plan
shall be based solely upon any contractual obligations created by this Plan and
any Award Agreement, and no Company liability or obligation shall be considered
to be secured by any pledge or other encumbrance on Company property. The
Company, the Board, the Committee or a Subsidiary shall not be required to give
any security or bond relating to performing any obligation created by this Plan.

17.  Miscellaneous.  No Award  shall impose any obligation on the Company to
maintain any Participant as an Employee and shall not diminish the Company's
power to discharge any Participant at any time.

18.  Governing Law.  This Plan and all determinations made and actions taken
pursuant to it shall be governed by and construed according to the laws of the
State of Texas, to the extent not otherwise governed by mandatory provisions of
the Code or the United States securities laws.

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19.  Effective Date.  This Plan was originally effective January 1, 1999 and was
originally approved by Company shareholders in May 1999 and was reapproved by
Company shareholders in May 2002. This Plan is amended and restated as of the
Effective Date.

LYONDELL CHEMICAL COMPANY