Amended And Restated Executive Life Insurance Plan

Exhibit 10.7

INSTRUMENT

AMENDING AND RESTATING

LYONDELL CHEMICAL COMPANY

EXECUTIVE LIFE INSURANCE PLAN Lyondell Chemical Company hereby amends and restates the Executive Life Insurance Plan, effective as of September 1, 2006, to read in its entirety as the document entitled " Lyondell Chemical Company Executive Life Insurance Plan" that is attached hereto.

IN WITNESS WHEREOF, the undersigned, being duly authorized on behalf of the Company, has executed this Instrument effective as of September 1, 2006.

ATTEST: LYONDELL CHEMICAL COMPANY BY:

/s/ Mindy G. Davidson BY:

/s/ John A. Hollinshead Mindy G. Davidson John A. Hollinshead, Assistant Secretary Vice President, Human Resources

LYONDELL CHEMICAL COMPANY

EXECUTIVE LIFE INSURANCE PLAN

(Amended and Restated effective September 1, 2006)

LYONDELL CHEMICAL COMPANY

EXECUTIVE LIFE INSURANCE PLAN

(As Amended and Restated effective September 1, 2006)

INDEX

Page

ARTICLE I INTRODUCTION 2

1.1

Purpose of the Plan 2

1.2

Scope of the Plan and Relationship to the Insurance Contract 2

1.3

Applicable Laws 2

1.4

Number and Gender 2

1.5

Headings 2

1.6

Inconsistent Provisions in the Summary Plan Description 2

ARTICLE II DEFINITIONS 3

2.1

Definitions 3

ARTICLE III ELIGIBILITY 5

3.1

Participant Eligibility 5

3.2

Disability 5

3.3

Additional Eligibility 5

3.4

Grandfathered Eligibility 5

ARTICLE IV BENEFITS 6

4.1

Benefits Provided 6

4.2

Grandfathered Benefits 6

4.3

Designation of Beneficiary 6

4.4

Right to Receive and Release Necessary Information 6

4.5

Right of Recovery 6

4.6

Coverage Options 6

4.7

Conversion Policy 6

ARTICLE V FUNDING 7

5.1

Plan Funding 7

ARTICLE VI ADMINISTRATION 8

6.1

Plan Administrator 8

6.2

Discretion to Interpret Plan 8

6.3

Powers and Duties 8

6.4

Expenses 8

6.5

Right to Delegate 9

6.6

Reliance on Reports, Certificates, and Participant Information 9

6.7

Insurers 9

6.8

Indemnification 9

6.9

Fiduciary Duty 10

6.10

Compensation and Bond 10

6.11

Adoption of Plan by Subsidiaries and Affiliates 10

6.12

Amendment and Termination 10

6.13

Effect of Amendment or Termination 10

6.14

Effect of Oral Statements 11

6.15

Information from a Participating Employer 11

ARTICLE VII GENERAL PROVISIONS 12

7.1

No Guarantee of Employment 12

7.2

Controlling Law 12

7.3

Invalidity of Particular Provisions 12

7.4

No Vested Right to Benefits 12

7.5

Non-Alienation of Benefits 12

7.6

Payments in Satisfaction of Claims 12

7.7

Payments Due Minors and Incompetents 13

7.8

No Guarantee of Tax Consequences 13

7.9

Acceptance of Terms of Plan 13

7.10

Impossibility of Diversion of a Trust Fund 13

7.11

Evidences of Action by the Company 14

7.12

Insurance 14

7.13

Clerical Error 14

7.14

Limitation of Rights 14

7.15

Examination of Documents 14

7.16

Information To Be Furnished 14

7.17

Statements 14

7.18

Waiver or Estoppel 14

7.19

Legal Proceedings 15

7.20

Time Limitation 15

7.21

Unknown Whereabouts 15

7.22

Other Salary-Related Plans 15

7.23

Abuse of Coverage 15

7.24

preemption of State Law 15


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LYONDELL CHEMICAL COMPANY

EXECUTIVE LIFE INSURANCE PLAN

(As Amended and Restated effective September 1, 2006)

RECITALS

WHEREAS, Lyondell Chemical Company (the " Company" ) has previously established the " Lyondell Chemical Company Executive Life Insurance Plan" (the " Plan" ); and, WHEREAS, the Company desires to amend and restate the Plan, effective as of September 1, 2006, intending thereby to replace the split dollar nature of the Plan' s Benefits with a death benefit provided either through a group term life insurance policy or other mechanism.

NOW, THEREFORE, the Company hereby amends and restates the Plan to read as follows, from and after September 1, 2006:

ARTICLE I

INTRODUCTION

1.1 Purpose of the Plan : The purpose of the Plan is to provide life insurance Benefits to certain employees of the Company and, in furtherance thereof, this Plan document and the Insurance Contracts attached hereto shall set forth the provisions for the administration and operation of those Benefits. This Plan and its accompanying exhibits will be the sole documents used in determining Plan Benefits for which Participants may be eligible, and these documents may be amended or terminated at any time by the Plan Administrator in accordance with the procedures listed herein. Any amendment or termination so made shall be binding on each Participant and on any other entity(ies) referred to in this Plan. Except to the extent provided herein, nothing in the Plan shall be construed to affect the provisions of any other plan or program of benefits maintained by the Company.

1.2 Scope of the Plan and Relationship to the Insurance Contract : The Plan may be funded by Insurance Contracts, Participant contributions, the general assets of the Company or any combination thereof. If Insurance Contracts are used to fund Benefits herein, such Insurance Contracts are hereby incorporated by reference, forming a part of this Plan document, subject to the other terms herein.

1.3 Applicable Laws : The Company intends this Plan to comply with all applicable federal laws and their regulations, as amended. To the extent that any provision in this Plan must be interpreted or construed, the Plan Administrator and, by way of delegation and if applicable, the Insurer, shall have the authority, both jointly and severally, to exercise such discretion in a non-arbitrary and non-capricious manner, and the Plan shall be interpreted or construed in such a manner as is necessary for the Plan to be in compliance with all applicable laws.

1.4 Number and Gender : Wherever appropriate, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. 1.5 Headings : The headings of Articles and Sections herein are included solely for convenience. If there is any conflict between such headings and the text of the Plan, the text shall control. All references to Sections, Articles, Paragraphs, and Clauses are to this document unless otherwise indicated.

1.6 Inconsistent Provisions in the Summary Plan Description . In the event that any term, provision, implication, or statement in the Summary Plan Description conflicts with, contradicts, or renders ambiguous a term, provision, implication, or statement in this document, such term, provision, implication, or statement in this document, which shall include the terms of the Insurance Contracts, shall control.

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ARTICLE II

DEFINITIONS

2.1 Definitions : The following additional terms shall have the following meanings, unless a different meaning is clearly required by the context. On no account will any of the following definitions supplant the definitions provided in and applicable to Exhibit A for the grandfathered Benefits described therein.

Basic Death Benefit means the death benefit payable to the Beneficiary designated by the Participant in the event of a Participant' s death equal to two or three times the Participant' s Final Average Base Pay.

Beneficiary means any person entitled to receive Benefit payments from the Plan.

Benefits means the Basic Death Benefit or any other amounts payable under the terms of this Plan document and/or the Summary Plan Description (as limited or further described in the Insurance Contracts).

Code : The Internal Revenue Code of 1986 and regulations promulgated thereunder, both as currently in existence or hereafter amended.

Disability means Total Disability as defined by the provisions of the Lyondell Chemical Company Executive Long-Term Disability Plan, or any successor thereto. Effective Date means September 1, 2006, which shall be the date this amendment and restatement of the Plan is effective; however, if as of this date all active Employees in this Plan had not properly executed an agreement with the Company waiving any rights or interests in any Insurance Contracts which are in the nature of " split dollar" life insurance policies, as well as agreeing to reimburse the Company for any amounts owing due to the termination of such policies, then the Effective Date shall be the first of the month following the date all such agreements have been properly executed. Employee means an individual who meets the eligibility requirements for such as stated in the Summary Plan Description, and consistent with the Insurance Contracts providing the Benefits hereunder.

Employer means the Company and any Subsidiary or Affiliate which the Company has approved to participate in the Plan.

ERISA means the Employee Retirement Income Security Act of 1974 and regulations promulgated thereunder, both as currently in existence or hereafter amended.

Final Average Base Pay means the Participant' s annual base rate of salary in effect as of the earlier of (i) the date of the Participant' s Termination of Employment or (ii) the date of the Participant' s death, excluding all extra pay such as bonus, premiums or other allowances.


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Group Term Life Insurance means the term defined as such by Treasury Regulation Section 1.79-1(a), as currently in existence or hereafter amended

Insurance Contract means an insurance policy(ies) purchased to fund some or all of the Benefits hereunder, and which are incorporated by reference herein.

Insurer means any entity which issued the Insurance Contract(s) from which the Company funds, partially or totally, Plan Benefits.

Participant means each eligible person participating in the Plan.

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 Plan Administrator, to participate in this Plan pursuant to Article 3. Plan means the Lyondell Chemical Company Executive Life Insurance Plan, as amended and restated effective September 1, 2006, and as may be hereafter amended and restated from time to time.

Plan Administrator means the Company, acting through the Compensation and Human Resources Committee of the Board of Directors of the Company and its delegates.

Retiree means an individual who has commenced Retirement.

Retirement means termination of employment with a right to receive a retirement allowance under the Lyondell Chemical Company Retirement Plan or another Employer sponsored tax-qualified retirement plan under which the individual is covered, whether or not payment of such allowance has commenced. Subsidiary or Affiliate means (i) all corporations that are members of a controlled group of corporations within the meaning of Section 1563(c) 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 business, 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. Summary Plan Description means this Plan' s summary plan description. Termination of Employment means the date a Participant ceases to be an Employee of the Company for any reason other than death or Disability.

Years of Service means years of Membership Service as defined in the Lyondell Chemical Company Retirement Plan.


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ARTICLE III

ELIGIBILITY

3.1 Participant Eligibility : Consistent with the requirements of applicable law, participation in the Plan may be limited only to certain Employees and Retirees. Requirements for eligibility and participation shall be incorporated into the Summary Plan Description or otherwise communicated to such individuals, consistent with applicable law and no person shall be eligible for Benefits unless they have properly and timely executed and returned to the Company a Participation Agreement. Eligibility for Benefits shall terminate consistent with Plan requirements, amendment of the Insurance Contracts through which some or all of the Benefits may be funded, or other termination of coverage caused either through termination or amendment of the Plan, or as of the date an Affiliate or Subsidiary of the Company no longer participates in the Plan. Notwithstanding anything else contained herein, but subject to Sections 3.4 and 4.2, Retirees will only be eligible to be covered by this Plan if such eligibility is stated in the Summary Plan Description or other Plan documentation, and only until the Retiree' s attainment of age 65.

3.2 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 under the terms of this Plan. If Disability continues through the normal Retirement date for the individual, the Participant' s Termination of Employment shall be the normal Retirement date, and such person shall be considered a Retiree after such date. 3.3 Additional Eligibility . If an individual has entered into a contractual relationship with the Company whereby such individual may continue participation in the Plan other than as described herein or in the Summary Plan Description, such coverage shall be extended only to such individuals as therein described. No other provision of the Plan shall be altered in any way by such contractual relationship including, but not limited to, the right to amend and/or terminate this Plan, other than as described in such exhibit(s).

3.4 Grandfathered Eligibility . If an individual has become a Retiree prior to the Effective Date, such individual may continue participation in the Plan according to the Plan provisions which existed prior to the Effective Date, which provisions are attached hereto as Exhibit A, and such grandfathered Retirees shall not be eligible for the Benefits provided after the Effective Date to Employees and subsequent Retirees. In addition, (a) no active, eligible Employee employed by the Company and (b) no Retirees who first meet the definition for such as of and after the Effective Date shall be eligible for any Benefits offered to Participants prior to the Effective Date, including but not limited to Retirees and former Employees rehired by the Company in any capacity. Should any person having any claim to Benefits offered by the Company prior to the Effective Date be hired by the Company in any employment capacity after the Effective Date, such person shall no longer be eligible for the Benefits described in Exhibit A which were provided by this Plan prior the Effective Date. This Section, as with all provisions herein and those contained in any Exhibit hereto, shall be subject to the amendment and termination provisions of the Plan.


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ARTICLE IV

BENEFITS

4.1 Benefits Provided . The only Benefits provided under this Plan are those described in the Insurance Contracts and the Summary Plan Description, and, where applicable subject to Section 4.2, Exhibit A.

4.2 Grandfathered Benefits . The Benefits applicable to Retirees participating in the Plan prior to the Effective Date hereof, and who continue such participation after the Effective Date, shall be governed by the provisions of Exhibit A and the Insurance Contracts applicable thereto. This Section, as with all provisions herein and those contained in any Exhibit hereto, shall be subject to the amendment and termination provisions of the Plan. 4.3 Designation of Beneficiary . 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 made according to the procedures established by the Plan Administrator. If a Participant fails to designate a Beneficiary, or if every person designated as a Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant' s Benefits, then the Company or Insurer, as applicable, may direct the distribution of Benefits to the Participant' s estate.

4.4 Right to Receive and Release Necessary Information . The Plan, an Insurer, an Employer and/or their designees have the right to obtain, receive and release all information in order to administer the Benefits. As a precondition to receiving Benefits, an individual claiming Benefits hereunder (or their Beneficiary, if applicable) is required to furnish to the Plan, the Insurer and/or their designees all information such may deem necessary, in their discretion, for the proper administration of the Plan, which includes but is not limited to, all information regarding the medical condition of the Participant for which Benefits are to be, are being or have been paid.

4.5 Right of Recovery . If Benefit payments have been made by the Plan (including, but not limited to, payments made by an Insurer) in excess of the maximum amount payable under the terms of the Plan, the Plan' s designated representative (including, but not limited to, the applicable Insurer) has the right to recover the excess amount paid on behalf of the Plan or themselves, as applicable. The Plan shall have the right to recover the excess Benefit payment(s) from any entity in possession thereof. If any entities shall fail or refuse to return any overpayments to the Plan, the Plan and/or Insurer shall have a right to initiate legal action in whatever form against such entities, terminate all eligibility to future Benefit payments otherwise payable to such entities from the Plan from either the same or subsequent claim(s), and/or offset all future Benefit payments otherwise payable to such entities from the Plan from either the same or subsequent claim(s) until the amount of overpayment is recovered.

4.6 Coverage Options . If available, Participants will make elections with respect to coverage options under the Plan as provided in the Insurance Contracts, the Summary Plan Description or herein.

4.7 Conversion Policy . If a conversion policy is made available from an Insurer to a Participant, upon election of coverage under such policy, the Insurer will be the sole provider of the benefits provided by such policy. Benefits provided under a conversion policy shall not be Benefits, as defined herein, and shall not be an obligation of the Plan, the Company or any Employer.


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ARTICLE V

FUNDING

5.1 Plan Funding . The Plan Administrator in its sole discretion may adopt a funding mechanism necessary to carry out the purposes of the Plan, which may be through Insurance Contracts, Participant contributions, the general assets of the Company, or any combination thereof. All Participant contributions required by applicable law to be held in a trust shall be so deposited and administered according to the provisions of any such trust. The determinations of the Plan Administrator with respect to amounts and times of payment shall be binding upon the Company and each participating Subsidiary and Affiliate. The Company shall make additional contributions in such amounts and at such times as shall be required for payment of the premiums for the Insurance Contracts charged by the Insurers. On no account shall any Participant have any right or incidence of ownership in any Insurance Contract owned by the Company to fund Benefits hereunder.

(a) Subject to the agreement of the Plan Administrator, which may be revoked at any time, and pursuant to procedures established by the Plan Administrator, a Participant whose Benefits have not been grandfathered pursuant to the provisions hereunder shall have an option to have the Benefits to which their Beneficiary would become entitled paid from the general assets of the Company rather than from an Insurance Contract. If a Participant wishes to make such an election, the Participant will be advised by the Company in the Summary Plan Description that current law indicates such Benefits could be considered taxable income both to the Participant and the Participant' s estate, and that the Participant should seek tax and legal advice from their personal advisers.

(b) If an Insurer declines to provide coverage for a Participant or if the Benefits to be provided to a Participant are in excess of the coverage provided by an Insurance Contract insuring the life of the Participant, the Company shall provide such Benefits or any portion thereof from its general assets. Participants shall be advised of this provision in the Summary Plan Description, and will be also advised therein by the Company that current law indicates such Benefits funded by the general assets of the Company could be considered taxable income both to the Participant and the Participant' s estate, and that the Participant should seek tax and legal advice from their personal advisers.


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ARTICLE VI

ADMINISTRATION

6.1 Plan Administrator . The general administration of the Plan shall be vested in the Plan Administrator. For purposes of ERISA, the Plan Administrator shall be the " administrator" and the " named fiduciary" of the Plan.

6.2 Discretion to Interpret Plan . The decisions of the Plan Administrator upon all matters within the scope of its authority shall be binding and conclusive upon all persons. 6.3 Powers and Duties . The Plan Administrator shall have all powers necessary or proper to administer the Plan and to discharge its duties under the Plan, including, but not limited to, the following powers:

(a) To make and enforce such rules, regulations, and procedures as it may deem necessary or proper for the orderly and efficient administration of the Plan;

(b) To enter into an agreement with vendors to perform services for the Plan and/or the Company with respect to the Plan;

(c) In its sole discretion and except where delegated, to interpret and decide all matters of fact in granting or denying Benefits under the Plan, its interpretation and decision thereof to be final and conclusive on all persons claiming Benefits under the Plan;

(d) In its sole discretion and except where delegated, to determine eligibility under the terms of the Plan, its determination thereof to be final and conclusive on all persons;

(e) In its sole discretion and except where delegated, to determine the amount and to authorize the payment of Benefits under the Plan, its determination and authorization thereof to be final and conclusive on all persons; (f) To prepare and distribute information explaining the Plan; (g) To obtain from Participating Employers, Participants, Beneficiaries and any other person(s) such information as may be necessary for the proper administration of the Plan;

(h) To sue or cause suit to be brought in the name of the Plan; and (i) To establish a claims procedure, including a procedure for the review of any Benefit claims which have been denied. 6.4 Expenses . The assets of the Company or, if available, Plan assets may be used to pay the reasonable expenses incident to the administration of the Plan, including, but not limited to, the compensation of any legal counsel, advisors, or other technical or clerical assistance as may be required; and any other expenses incidental to the operation of the Plan that the Plan


8

Administrator determines are proper. Expenses of the Plan may be prorated, as determined by the Plan Administrator, among the participating Affiliates and Subsidiaries of the Company and/or among one or more trusts used to fund the Plan.

6.5 Right to Delegate . The Plan Administrator shall have the authority to delegate to any other person or organization, any of its powers, duties, and responsibilities with respect to the operation and administration of the Plan, including, but not limited to, the administration of claims, the authority to authorize payment of Benefits, the review of denied or modified claims, and the discretion to decide matters of fact and to interpret Plan provisions. The Plan Administrator also may from time to time employ, and authorize any person to whom any of its fiduciary responsibilities have been delegated to employ, person(s) to render advice with regard to any fiduciary responsibility held hereunder. Upon designation and acceptance of such delegation, employment or authorization, the Plan Administrator shall have no liability for the acts or omissions of any such designee if the Plan Administrator does not violate its fiduciary responsibility in making or continuing such designation. All delegations of fiduciary responsibility shall be reviewed at least annually by the Plan Administrator and shall be terminable upon such notice as the Plan Administrator in its discretion deems reasonable and prudent under the circumstances. 6.6 Reliance on Reports, Certificates, and Participant Information . The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by an actuary, accountant, controller, counsel, Insurer or any other person who is employed or engaged for such purposes. Moreover, any party with the responsibility to administer, either as a fiduciary or otherwise, the provisions of the Plan shall be entitled to rely upon information furnished by a Participant, including, but not limited to, such person' s current mailing address. 6.7 Insurers . Where the Benefits herein are to be provided by an Insurer, the Plan Administrator allocates to each such Insurer the responsibility for administering the particular claims procedures and for exercising other fiduciary functions applicable to such Benefits. Each Insurer shall have the discretion to interpret the provisions of the Plan, Insurance Contracts and Summary Plan Description issued by such Insurer pertaining to the eligibility for and the amount of Benefits funded by such Insurer.

6.8 Indemnification . The Company shall indemnify and hold harmless the Plan Administrator and each member thereof, as well as each employee who assists the Plan Administrator in carrying out its fiduciary duties (other than a Benefit claimant), against any and all expenses and liabilities arising out of such person' s Plan administrative functions or fiduciary responsibilities, as applicable, including, but not limited to, any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such individual in the performance of such functions or responsibilities, but excluding expenses and liabilities arising out of such individual' s own gross negligence or willful misconduct. Such expenses to be indemnified hereunder include, but are not limited to, the amounts of any settlement, judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought. Notwithstanding the foregoing provisions of this Section, this Section shall not apply to, and the Company shall not indemnify against, any expense that was incurred without the general conse ...