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Amended And Restated Executive Long Term Disability Plan

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Sectors: Chemicals
Governing Law: Texas, View Texas State Laws
Effective Date: January 01, 2009
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Exhibit 10.5

LYONDELL CHEMICAL COMPANY

EXECUTIVE LONG TERM DISABILITY PLAN (Amended and Restated effective January 1, 2009)

TABLE OF CONTENTS

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

ARTICLE II DEFINITIONS 3

2.1

Definitions 3

ARTICLE III ELIGIBILITY 5

3.1

Participant Eligibility 5

3.2

Additional Eligibility 5

3.3

Eligibility Subject to Discretion 5

3.4

Participant Contributions 5

ARTICLE IV BENEFITS 6

4.1

Benefits Provided 6

4.2

Presenting Claims for Benefits 6

4.3

Payment of Benefits 6

4.4

Incapacitated Participants 6

4.5

Payments After Death of Participant 6

4.6

Right to Receive and Release Necessary Information 7

4.7

Right of Recovery 7

4.8

Underpayments 7

4.9

Disclosure of Medical Records 7

4.10

Conversion or Individual Policy 7

ARTICLE V ADMINISTRATION AND FUNDING 8

5.1

Plan Administration 8

5.2

Plan Administrator Authority 8

5.3

Plan Administrator Duties 8

5.4

Expenses 9

5.5

Reliance on Reports, Certificates and Participant Information 9

5.6

Indemnification 9

5.7

Funding Policy 10

5.8

Amendment and Termination 10

5.9

Effect of Amendment or Termination 10

5.10

Information from a Participating Employer 10

5.11

Effect of Oral or Written Statements 10

5.12

Adoption of Plan by Participating Employers 10

5.13

Information from a Participating Employer 11

ARTICLE VI GENERAL PROVISIONS 12

6.1

No Guarantee of Employment 12

6.2

Controlling Law 12

6.3

Invalidity of Particular Provisions 12

6.4

No Vested Right to Benefits 12

6.5

Non-Alienation of Benefits 12

6.6

Payments in Satisfaction of Claims 12

6.7

Payments Due Minors and Incompetents 13

6.8

No Guarantee of Tax Consequences 13

6.9

Indemnification of Plan, Company and/or Participating Employers 13

6.10

Acceptance of Terms of Plan 13

6.11

Evidences of Action by the Company or Participating Employer 13

6.12

Clerical Error 13

6.13

Limitation of Rights 14

6.14

Information To Be Furnished 14

6.15

Statements 14

6.16

Waiver or Estoppel 14

6.17

Legal Proceedings 14

6.18

Time Limitation 14

6.19

Unknown Whereabouts 14

6.20

Health Care Responsibilities 15

6.21

Other Salary-Related Plans 15

6.22

Abuse of Coverage 15

6.23

Preemption of State Law 15

6.24

Confidentiality of Personal Information 15


ii

LYONDELL CHEMICAL COMPANY

EXECUTIVE LONG TERM DISABILITY PLAN

(As Amended and Restated effective January 1, 2009)

RECITALS

WHEREAS, Lyondell Chemical Company has previously established the Lyondell Chemical Company Executive Long Term Disability Plan (the " Plan" ) in order to provide long term disability benefits to a select group of employees of the Company and its subsidiaries and affiliates (the " Participating Employers" ); and,

WHEREAS, the Company desires to amend and restate the Plan, effective as of January 1, 2009, intending thereby to (a) update the Benefits and other provisions of the Plan, and (b) restrict eligibility in the Plan to only those employees of the Company and the Affiliated Employers who have been elected as officers of LyondellBasell Industries AF S.C.A.

NOW, THEREFORE, the Company hereby amends and restates the Plan to read as follows, from and after January 1, 2009:


1

ARTICLE I

INTRODUCTION

1.1 Purpose of the Plan : The purpose of the Plan is to provide long term disability Benefits, in excess of what is provided to Eligible Employees pursuant to the LyondellBasell Non-Represented Employee Long Term Disability Plan, only to certain executive employees of the Participating Employers when they can no longer perform their work for a Participating Employer due to a qualifying Total Disability. 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, Trusts, Participant contributions, the general assets of the Company or any combination thereof. If any Plan Benefits are provided through Insurance Contracts, such contracts will be included as appendices to this Plan document, thereby forming a part of this Plan document for all purposes, and no Benefits shall be payable through such Insurance Contracts unless the Insurer reasonably determines the claimant is entitled to them, subject to the other terms as stated herein. Notwithstanding the above, on no account shall a separate bank account, if any, established by a Participating Employer to fund its Plan obligations be considered owned by or an asset of the Plan, nor shall such fund be considered a Trust, unless a Trust Agreement is entered into by the Company assigning both such designations thereto.

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.

2

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.

Beneficiary means any person entitled to receive Benefits from the Plan in accordance with the terms of the Insurance Contracts.

Benefits mean the amounts payable under the terms of this Plan document and/or Summary Plan Description (as may be limited or further described in an Insurance Contract applicable hereto).

Code means the Internal Revenue Code of 1986 and regulations promulgated thereunder, both as currently in existence or hereafter amended. Company means Lyondell Chemical Company and any successor company. References to the Company herein shall include, where applicable and unless the context indicates otherwise, any Participating Employer.

Coverage Option means the long term disability coverage options listed in the Insurance Contracts and/or Summary Plan Description, if any.

Eligible Employee means an individual who meets the eligibility requirements for participation in the Plan pursuant to Section 3.1 (Participant Eligibility) herein.

ERISA means the Employee Retirement Income Security Act of 1974 and regulations promulgated thereunder, both as currently in existence or hereafter amended. Insurance Contract means only those Insurance Contracts which have been purchased to provide some or all of the Benefits hereunder. A copy of the current Insurance Contracts shall be attached hereto as Appendix B, and such appendix shall be considered updated concurrently with any changes to such Insurance Contracts. An Insurance Contract may be purchased to fund benefits both hereunder and pursuant to the LyondellBasell Non-Represented Employee Long Term Disability Plan and, if a contract is so purchased, only the provisions relating to Benefits provided hereunder shall be considered included under the term " Insurance Contract" .

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. Participating Employer means, individually, the Company and any successor company, together with any subsidiary or affiliate of Lyondell Chemical Company upon (i) authorization of the Remuneration Committee of the Supervisory Board of LyondellBasell Industries AF S.C.A. or its delegate(s) to participate in the Plan with respect to one or more Benefit Programs, and (ii) adoption of this Plan by the board of directors or other equivalent


3

governing body or authority of any such authorized subsidiary or affiliate or its delegate(s). Initially, the Participating Employers shall be Lyondell Chemical Company, Equistar Chemicals, LP, Millennium Specialty Chemicals Inc., Houston Refining LP and Basell USA Inc.

Plan means the Lyondell Chemical Company Executive Long Term Disability Plan, as amended and restated effective January 1, 2009, and as may be hereafter amended and restated from time to time. Plan Administrator means the person, committee or other entity designated by the Board of Directors of the Company to oversee the general administration of the Plan, or, if none is so designated, the Company.

Summary Plan Description means this Plan' s summary plan description.

Total Disability means a disability incurred by a Participant which qualifies such person to receive Benefits hereunder pursuant to the applicable Insurance Contract and/or Summary Plan Description.

Trust means the account(s) created by any Trust Agreement(s) established by the Plan Administrator and/or the Company on behalf of the Plan.

Trust Agreement(s) means the written document(s) entered into by the Company or the Plan, if any, to establish a Trust.


4

ARTICLE III

ELIGIBILITY

3.1 Participant Eligibility : Participation in the Plan shall be limited only to certain Employees of the Participating Employers who have been elected officers of LyondellBasell Industries AF S.C.A. Any person other than as stated above which is participating in the Plan as of December 31, 2008, shall no longer be considered a Participant hereunder as of January 1, 2009. 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 a Participating Employer no longer participates in the Plan.

3.2 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, such coverage shall be extended only to such individuals as therein described and only as hereafter approved in writing by the Company on or after January 1, 2009. 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).

3.3 Eligibility Subject to Discretion : Notwithstanding anything contained herein, simply because the Company has the authority to extend Plan eligibility to certain individuals shall not be considered a requirement to so extend eligibility, and all eligibility provisions of the Plan shall be subject to the amendment and termination provisions stated elsewhere herein.

3.4 Participant Contributions : The amount and frequency of contributions required from a Participant in order to participate in the Plan, if any, shall be determined by the Company and shall be communicated to Participants in a manner which complies with applicable law. Further, the amount and/or frequency of Participants' contributions shall be subject to change by and in the sole discretion of the Company, and Participants shall be advised of any such change.

5

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 relating to Total Disability, and which are applicable hereto. A Participant shall be eligible for such Benefits subject to such conditions as are provided in the Insurance Contracts or Summary Plan Description, as applicable, or, where inconsistent, as provided for herein, and Benefits offered to each Participant shall depend on the Coverage Option selected by or for that Participant, if any. There shall be no requirement for any Participating Employer, Insurer or any other entity to offer all Coverage Options to all Participants.

4.2 Presenting Claims for Benefits : Any person claiming Benefits under this Plan shall make such claim in accordance with the provisions of the Summary Plan Description and/or Insurance Contracts, and all such claims shall be subject to, and processed by the Plan Administrator or Insurer, as applicable, in accordance therewith.

(a) Each Coverage Option may have different requirements for filing claims and appealing denials of claims. All such requirements shall be included in the Summary Plan Description, Insurance Contract or otherwise communicated to Participants. (b) Participants may file claims and appeal adverse claim decisions either themselves or through an authorized representativ
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