Exhibit 10.4

Lyondell Chemical Company

DEFERRAL PLAN

Amended and Restated, January 1, 2009

Lyondell Chemical Company

Deferral Plan

Table of Contents

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ARTICLE I

GENERAL PROVISIONS

Section 1.1 Purpose and Intent.

This Plan is intended to provide the opportunity for eligible Employees to accumulate supplemental funds for retirement or special needs before retirement through deferral of portions of their regular Salary and Awards.

This Plan replaces the deferral provisions of the Lyondell Chemical Company Executive Deferral Plan for amounts deferred before 2005 ("Prior Plan") to conform to the requirements of Code Section 409A and any related regulation or other guidance promulgated by applicable governmental agencies ("Code Section 409A") and establishes the provisions of this Plan as intended to apply to deferrals of compensation earned or accrued in 2005 and thereafter.

Section 1.2 Effective Date.

This Plan document generally shall be effective as of January 1, 2009 and shall apply to Plan Participants on or after January 1, 2009 unless certain provisions specify that they are effective on a different date.

Section 1.3 Definitions.

Account means a separate bookkeeping account maintained by the Company for each Employee which measures and determines the amounts to be paid to the Employee under the Plan. An Account may be divided in subaccounts as needed to reflect particular Deferral Elections.

Awards means immediate cash awards made under the annual short-term incentive compensation plans for executives and senior managers or awards under any other plan that the Remuneration Committee has approved as Awards under this Plan.

Beneficiary means a person who is entitled to receive a Participant’s interest under this Plan when the Participant dies before his Account is totally distributed.

Benefits Administrative Committee means the Benefits Administrative Committee of Lyondell Chemical Company.

Benefits Finance Committee means the Benefits Finance Committee of Lyondell Chemical Company.

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Code means the Internal Revenue Code of 1986, as amended, including any successor provisions and any regulations or other guidance promulgated by applicable governmental agencies.

Company means Lyondell Chemical Company, a Delaware corporation, and any successor company.

Deferral Election means a Participant’s election to defer Salary and/or Awards during a Deferral Period according to Article II.

Deferral Period means the particular calendar year for which a Deferral Election is made. A new Deferral Period begins each January 1 and ends each December 31.

Deferred Compensation means the amount of Salary and/or Awards a Participant elects to defer by a Deferral Election.

Disability means a medically determinable physical or mental impairment which is expected to last for at least a continuous twelve (12) month period or is expected to result in death, where the Participant (i) either cannot engage in any substantial gainful employment due to the impairment or (ii) is receiving disability benefits for at least three (3) months under the Company’s applicable disability plan.

Distribution means a distribution of a Participant’s Account as a result of a Separation from Service or other event specified under this Plan and permitted by Code Section 409A.

Early Distribution means a Distribution before Separation from Service as specified in Section 4.4 and permitted by Code Section 409A.

Effective Date means January 1, 2009.

Employee means a regular salaried employee of the Company.

ERISA means the Employee Retirement Income Security Act of 1974, as amended, including any successor provisions and any regulations or other guidance promulgated by applicable governmental agencies.

Financial Hardship means a condition of severe financial difficulty due to an unforeseeable emergency resulting from (i) an illness or accident of the Participant, his spouse or dependent; (ii) a casualty causing a Participant’s property loss; or (iii) other similar or extraordinary and unforeseeable circumstances created by events beyond the Participant’s control, as determined by the Benefits Administrative Committee, upon advice of counsel, based on written information supplied by the Participant and which is sufficient, in counsel’s judgment, to justify a change in a Distribution election under the Plan without causing the Participant or any other Participant to receive taxable income from the Plan before the Participant actually receives his benefit.

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Interest Rate means the interest rate determined by the Company before the Deferral Period and applied to the Participant’s Account during that Plan Year.

Key Employee means an Employee who, at any time during the prior Plan Year, was identified as (i) an officer of the Company with annual compensation greater than $130,000, as adjusted, (ii) a five percent (5%) owner of the Company, or (iii) a one percent (1%) owner of the Company with annual compensation from the Company of more than $150,000, as adjusted, as determined according to the requirements of Code Sections 409A and 416(i). For Plan Distribution purposes, an Employee identified as a Key Employee during a year ending on an identification date shall be considered a Key Employee for a twelve (12) month period beginning on the following April 1. December 31 of the prior Plan Year shall be used as the identification date to identify Key Employees under Code Section 409A.

Participant means any Employee who is participating in this Plan under Article II, and any former Employee who has not received the entire benefit to which he is entitled under this Plan.

Plan means this Lyondell Chemical Company Deferral Plan.

Plan Year means each calendar year beginning on January 1 and ending on December 31.

Remuneration Committee means Remuneration Committee of the Supervisory Board of LyondellBasell Industries, AF S.C.A.

Salary means the Employee’s regular, biweekly salary, excluding Awards and any other special or additional compensatory payments made by the Company.

Separation from Service means the Participant’s employment termination from Lyondell Chemical Company, or any of its Subsidiaries and Affiliates, which complies with the requir