Form of Indemnity Agreement With Officers And Directors

Exhibit 10.9


INDEMNITY AGREEMENT


This Indemnity Agreement is made this
_____
day of
________
, 20__, by and between LYONDELL CHEMICAL COMPANY , a Delaware corporation ("Lyondell"), and
__________
("Indemnitee").

R E C I T A L S


Section 5.1 of Lyondell's By-Laws provides that Lyondell shall indemnify the Indemnitee with respect to all matters to which Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") may in any way relate, to the fullest extent permitted or allowed by the laws of the State of Delaware, whether or not specifically required, permitted or allowed by Section 145. The By-Laws (Section 5.1(d)) also provide that Lyondell may from time to time enter into indemnity agreements with the persons who are members of its Board of Directors, its elected officers and such other persons as the Board may designate, such indemnity agreements to be approved by a majority of the Board then in office. Section 145(f) of the DGCL also provides that the indemnification authorized by the other subsections of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or otherwise, and Lyondell's By-Laws (Section 5.1(b)) likewise provide that the right to indemnification and the payment of expenses conferred by Section 5.1 of the By-Laws shall not be exclusive of any other right which any person may have or thereafter acquire under any agreement or otherwise.

In exercising its discretion to authorize this Agreement, the Board of Directors has considered the following, among other factors:

(a) It is essential to Lyondell to attract and retain as directors and officers the most capable persons available.

(b) The substantial increase in corporate litigation that may subject directors and officers to litigation costs and risks and the limitations on the availability of directors' and officers' liability insurance have made and will make it increasingly difficult for Lyondell to attract and retain such persons.

(c) When obtainable, insurance policies relating to indemnification are often subject to retentions by the insured, co-insurance requirements, exclusions and other limitations on coverage.

In view of the foregoing and in recognition of the Indemnitee's need for substantial protection against personal liability in order to assure the Indemnitee's continued service to Lyondell in an effective manner and the Indemnitee's reliance on the provisions of Lyondell's By-Laws, and in part to provide the Indemnitee with specific contractual assurance that the protection promised by the By-Laws will be available to the Indemnitee (regardless of, among other things, any amendment to or revocation of such By-Laws or any change in the composition of Lyondell's Board of Directors or any acquisition transaction relating to Lyondell), Lyondell wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by applicable law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under Lyondell's directors' and officers' liability insurance policies.

A G R E E M E N T


In consideration of Indemnitee's continued service to Lyondell, Lyondell hereby agrees with the Indemnitee as follows:

Section 1.


Definitions .


a. Corporate Status: the status of a person who (i) is or was a director, officer or employee of Lyondell, or is or was serving at the request of Lyondell as a director (or in a position analogous to a director), officer or employee of another corporation, partnership, joint venture, trust or other enterprise, in each case which is controlled by Lyondell, or (ii) is or was serving, at the written request of Lyondell or pursuant to an agreement in writing with Lyondell, which request or agreement provides for indemnification under this Agreement, as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise not controlled by Lyondell, provided that if such written request or agreement referred to in this clause (ii) provides for a lesser degree of indemnification by Lyondell than that provided pursuant to this Agreement, the provisions contained in or made pursuant to such written request or agreement shall govern. References above to "other enterprises" shall include benefit plans, and references to "serving at the written request of Lyondell" shall include any service as a director, officer, employee, fiduciary or agent which imposes duties on, or involves services by, such director, officer, employee, fiduciary or agent (including as a member of the Lyondell Benefits Administrative Committee or the Lyondell Benefits Finance Committee) with respect to a benefit plan or its participants or beneficiaries.

b. Change in Control: shall be deemed to have occurred as of the date that one or more of the following occurs:

(i) Individuals who, as of the date hereof, constitute the entire Board (" Incumbent Directors" ) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Lyondell' s shareholders, was approved by a vote of at least a majority of the then Incumbent Directors shall be considered as though such individual was an Incumbent Director, but excluding, for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest, as such terms are used in Rule 14a-11 under the Securities Exchange Act of 1934, as amended or other actual or threatened solicitation of proxies or consents by or on behalf of any Person (as defined below) other than the Board;

(ii) The stockholders of Lyondell shall approve any merger, consolidation or recapitalization of Lyondell (or, if the capital stock of Lyondell is affected, any subsidiary of Lyondell), or any sale, lease, or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of Lyondell (each of the foregoing being an " Acquisition Transaction" ) where (1) the shareholders of Lyondell immediately prior to such Acquisition Transaction would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares or other ownership interests representing in the aggregate eighty percent (80%) or more of (a) the then outstanding common stock or other equity interests of the corporation or other entity surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of Lyondell, as the case may be, or of its ultimate parent corporation or other entity, if any (in either case, the " Surviving Entity" ), and (b) the Combined Voting Power of the then outstanding Voting

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Securities of the Surviving Entity or (2) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction would not immediately after such Acquisition Transaction constitute a majority of the Board of Directors, or similar managing group, of the Surviving Entity;

(iii) The stockholders of Lyondell shall approve any plan or proposal for the liquidation or dissolution of Lyondell; or

(iv) Any Person shall be or become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of Lyondell representing in the aggregate more than twenty percent (20%) of either (A) the then outstanding shares of common stock of Lyondell (" Common Shares" ) or (B) the Combined Voting Power of all then outstanding Voting Securities of Lyondell; provided , however , that notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred for purposes of this Subsection (iv):

(1) Solely as a result of an acquisition of securities by Lyondell which, by reducing the number of Common Shares or other Voting Securities outstanding, increases (a) the proportionate number of Common Shares beneficially owned by any Person to more than twenty percent (20%) of the Common Shares then outstanding, or (b) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to more than twenty percent (20%) of the Combined Voting Power of all then outstanding Voting Securities;

(2) Solely as a result of an acquisition of securities directly from Lyondell, except for any conversion of a security that was not acquired directly from Lyondell; or

(3) Solely as a result of a direct or indirect acquisition by Occidental Petroleum Corporation ("Occidental") or any Affiliate of Occidental of beneficial ownership of securities resulting in beneficial ownership by it or them representing no more than forty percent (40%) in the aggregate, of either (A) the then outstanding Common Shares or (B) the Combined Voting Power of all then outstanding Voting Securities of Lyondell, pursuant to or as contemplated under any agreement between Lyondell and Occidental and/or Affiliates of Occidental (including any subsequent related transaction or series of related transactions or acquisitions of Voting Securities of Lyondell by Occidental and/or its Affiliates or assignees approved by the Incumbent Directors prior to the consummation of such transaction or series of related transactions) ;

provided, further, that if any Person referred to in paragraph (1) or (2) of this Subsection (iv) shall thereafter become the beneficial owner of additional shares or other ownership interests representing one percent (1%) or more of the outstanding Common Shares or one percent (1%) or more of the Combined Voting Power of Lyondell (other than (x) pursuant to a stock split, stock dividend or similar transaction or (y) as a result of an event described in paragraph (1), (2) or (3) of this Subsection (iv)), then a Change in Control shall be deemed to have occurred for purposes of this Subsection (iv).

(v) For purposes of this definition of Change in Control, the following capitalized terms have the following meanings:

(1) " Affiliate" shall mean, as to a specified person, another person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or

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is under common control with, the specified person, within the meaning of such terms as used in Rule 405 under the Securities Act of 1933, as amended, or any successor rule.

(2) " Combined Voting Power" shall mean the aggregate votes entitled to be cast generally in the election of the Board of Directors, or similar managing group, of a corporation or other entity by holders of then outstanding Voting Securities of such corporation or other entity.

(3) " Person" shall mean any individual, entity (including, without limitation, any corporation, partnership, trust, joint venture, association or governmental body) or group (as defined in Sections 14(d)(3) or 15(d)(2) of the Exchange Act and the rules and regulations thereunder); provided , however , that Person shall not include Lyondell, or any of its subsidiaries, any benefit plan of Lyondell or any of its majority-owned subsidiaries or any entity organized, appointed or established by Lyondell or such subsidiaries for or pursuant to the terms of any such plan.

(4) " Voting Securities" shall mean all securities of a corporation or other entity having the right under ordinary circumstances to vote in an election of the Board of Directors, or similar managing group, of such corporation or other entity.

c. Claim: any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation that the Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, except one initiated (i) by an Indemnitee pursuant to Section 4a of this Agreement or (ii) by Lyondell to recover payments by Lyondell of expenses incurred by Indemnitee in connection with a Claim in advance of its final dispos ...