EQUISTAR CHEMICALS LP
2ND AMENDMENT TO LYONDELL ASSET CONTRIBUTION AGMT
<DOCUMENT>
<TYPE>EX-10.10(B)
<SEQUENCE>3
<FILENAME>dex1010b.txt
<DESCRIPTION>2ND AMENDMENT TO LYONDELL ASSET CONTRIBUTION AGMT
<TEXT>
<PAGE>

                                                                EXHIBIT 10.10(b)

           SECOND AMENDMENT TO LYONDELL ASSET CONTRIBUTION AGREEMENT
           ---------------------------------------------------------

     This Second Amendment to Lyondell Asset Contribution Agreement (this
"Second Amendment"), dated as of September 30, 2001, is entered into by and
among Lyondell Chemical Company, a Delaware corporation (the "Contributor"),
Lyondell Petrochemical LP Inc., a Delaware corporation (the "Contributing
Partner") and Equistar Chemicals, LP, a Delaware limited partnership (the
"Partnership").

                                   RECITALS:
                                   --------

     A.   The Contributor (as successor to Lyondell Petrochemical Company), the
Contributing Partner and the Partnership are parties to that certain Asset
Contribution Agreement, dated as of December 1, 1997, as amended by that certain
First Amendment to Lyondell Asset Contribution Agreement, dated as of May 15,
1998 (such agreement, as amended by the First Amendment, herein called the
"Asset Contribution Agreement").

     B.   Following execution of the Asset Contribution Agreement, the
Contributor, the Contributing Partner and the Partnership (the "Parties" and
each individually, a "Party") have agreed to certain amendments clarifying the
treatment of, and procedures pertaining to the management of, certain claims
arising under the Asset Contribution Agreement.

     C.   Simultaneously, and as an integral part of the resolution of the
matters referenced herein, (i) the Partnership and certain affiliates of
Occidental Petroleum Corporation have agreed to make certain amendments pursuant
to that certain First Amendment to Occidental Asset Contribution Agreement dated
as of September 30, 2001 (the "Occidental First Amendment") and (ii) the
Partnership and certain affiliates of Millennium Petrochemicals, Inc. have
agreed to settle certain claims and make certain amendments pursuant to that
certain Second Amendment to Millennium Asset Contribution Agreement dated as of
September 30, 2001 (the "Millennium Second Amendment").

     D.   Accordingly, the Parties desire to amend the Asset Contribution
Agreement on the terms set forth herein. Capitalized terms used and not
otherwise defined herein shall have the meanings given such terms in the Asset
Contribution Agreement. All section references in this Second Amendment are
intended to refer to provisions contained in the Asset Contribution Agreement.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
of the Parties hereto, it is hereby agreed that the Asset Contribution Agreement
is hereby amended as follows:

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     Section 1.     Assumption of Liabilities.
                    -------------------------

     (a)  Section 2.5(a)(vi) is hereby amended and restated as follows:

          (vi)      Third Party Claims (including De Minimis Claims) that are
     related to Pre-Closing Contingent Liabilities and that are first asserted
     seven years or more after the Closing Date.

     (b)  The word "and" is hereby deleted from the end of Section 2.5(a)(x) and
          added to the end of Section 2.5(a)(xi).

     (c)  A new Section 2.5(a)(xii) is hereby added as follows:

          (xii)     Pre-Closing Contingent Liabilities that do not involve a
     Third Party Claim and De Minimis Claims first asserted against the
     Partnership (and not the Contributor) within seven years after the Closing
     Date.

     Section 2.     Excluded Liabilities.  Section 2.6(i) is hereby amended and
                    --------------------
 restated as follows:

          (i)       Any Pre-Closing Contingent Liability that is not an Assumed
     Liability, including any De Minimis Claim that is first asserted against
     Contributor and the Partnership, jointly, within seven years after the
     Closing Date.

     Section 3.     Lowest Cost Response.  The definition of "Lowest Cost
                    --------------------
Response" is hereby amended to delete the phrase "Chemical Substances" in the
first sentence and replace it with the word "condition."

     Section 4.     Effectiveness of this Second Amendment. This Second
                    --------------------------------------
Amendment shall be effective from and after the date hereof except as expressly
provided with respect to certain disputes described in the Millennium Second
Amendment; provided, however, that the execution and delivery of the Occidental
First Amendment and the Millennium Second Amendment shall be conditions to the
effectiveness of this Second Amendment. Except as amended by this Second
Amendment, all of the terms and provisions of the Asset Contribution Agreement
shall remain in full force and effect among the Parties from and after the date
hereof.

     Section 5.     Counterparts.  This Second Amendment may be executed in any
                    ------------
number of counterparts, each of which shall be deemed an original and all of
which together shall be deemed one and the same instrument.

     Section 6.     APPLICABLE LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
                    --------------
AND CONTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE EXCLUDING
CONFLICTS OF LAW PRINCIPLES OF SUCH JURISDICTION, EXCEPT TO THE EXTENT SUCH
MATTERS ARE MANDATORILY

                                       2
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SUBJECT TO THE LAWS OF ANOTHER JURISDICTION PURSUANT TO THE LAWS OF SUCH OTHER
JURISDICTION.





                 [Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, the Parties have executed and delivered this Second
Amendment as of the date first above written.



                                        LYONDELL CHEMICAL COMPANY,
                                        a Delaware corporation.



                                        By: /s/ Dan F. Smith
                                           -------------------------------
                                        Name: Dan F. Smith
                                        Title: President & Chief Executive
                                               Officer


                                        LYONDELL PETROCHEMICAL LP INC.,
                                        a Delaware corporation



                                        By: /s/ Gerald A. O'Brien
                                           -------------------------------
                                        Name: Gerald A. O'Brien
                                        Title: Vice President & General Counsel


                                        EQUISTAR CHEMICALS, LP,
                                        a Delaware limited partnership



                                        By: /s/ Eugene R. Allspach
                                           -------------------------------
                                        Name: Eugene R. Allspach
                                        Title: President & Chief Operating
                                               Officer




 [Signature Page to Second Amendment To Lyondell Asset Contribution Agreement]

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