X0202 4 2007-12-20 1 0000842635 LYONDELL CHEMICAL CO LYO 0001220730 BAYER JAMES W 1221 MCKINNEY, SUITE 700 HOUSTON TX 77010 0 1 0 0 Senior Vice President Common Stock 2007-12-20 4 A 0 28158 A 53146 D Common Stock 2007-12-20 4 D 0 28158 48 D 24988 D Common Stock 2007-12-20 4 D 0 24988 D 0 D Common Stock 2007-12-20 4 D 0 34508 D 0 I By 401(K) Employee Stock Option (Right to Buy) 17.55 2007-12-20 4 D 0 20473 30.45 D 2014-02-05 Common Stock 20473 0 D Employee Stock Option (Right to Buy) 28.56 2007-12-20 4 D 0 17590 19.44 D 2015-01-20 Common Stock 17590 0 D Employee Stock Option (Right to Buy) 24.52 2007-12-20 4 D 0 24747 23.48 D 2016-02-23 Common Stock 24747 0 D Employee Stock Option (Right to Buy) 31.97 2007-12-20 4 D 0 27162 16.03 D 2017-02-22 Common Stock 27162 0 D Phantom Stock 2007-12-20 4 D 0 5873 48 D Common Stock 5873 0 D This reports the payout of performance awards denominated in shares of Lyondell?s common stock, on the effective date of the merger pursuant to the Merger Agreement between Lyondell and Basell and BIL Acquisition Holdings Limited (?Merger Agreement?) for the merger consideration of $48 per share. Shares of common stock disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share. The option, which vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., were canceled pursuant to the Merger Agreement in exchange for a cash payment of $623,402.85 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, which 2/3 vested ratably on January 20, 2006 and January 20, 2007 and 1/3 vested on November 20, 2007 in connection with shareholder approval of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $341,949.60 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, which 1/3 vested on February 23, 2007 and the remaining 2/3 on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $581,059.56 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, which vested on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $435,406.86 representing the difference between the exercise price of the option and the $48 per share merger consideration. Phantom Stock which convert on a 1 for 1 basis and provided for vesting in 3 equal annual installments beginning one year from the date of grant, was disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share. /s/ KERRY A. GALVIN as Attorney In Fact for James W. Bayer 2007-12-20