LYONDELL CHEMICAL CO
FORM OF REGISTRANT'S INDEMNITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>9
<FILENAME>dex1010.txt
<DESCRIPTION>FORM OF REGISTRANT'S INDEMNITY AGREEMENT
<TEXT>
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                                                                   Exhibit 10.10

                               INDEMNITY AGREEMENT

     This Indemnity Agreement is made this ____ day of ________, ____, 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

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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; provided, however, that for purposes
of this definition of Corporate Status, none of Equistar, LCR or LMC (each as
defined below) is deemed to be controlled by Lyondell, (ii) is or was serving
(1) on the Partnership Governance Committee of Equistar Chemicals, LP
("Equistar"), the Partnership Governance Committee of LYONDELL-CITGO Refining LP
("LCR") (or the Owners Committee of the predecessor of LCR), or the Management
Committee of Lyondell Methanol Company, L.P. ("LMC"), as a representative of a
subsidiary of Lyondell that holds an ownership interest in Equistar, LCR or LMC,
or (2) as an officer of Equistar, LCR or LMC, provided that during a portion of
such service such person also served as an officer of Lyondell, or (iii) 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 (iii) 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 employee 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 Administration
Committee) with respect to an employee 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 February 1, 1999, 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

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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 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; provided, however, that, notwithstanding the foregoing, a
Change of Control shall not be deemed to have occurred for purposes of this
Subsection (ii) if each of the following conditions are met: (a) the Acquisition
Transaction is between Lyondell and/or its Affiliates, on the one hand, and
Millennium Chemicals Inc. ("Millennium") and/or its Affiliates, on the other
hand, (b) Lyondell or an entity that was a wholly owned subsidiary of Lyondell
prior to the Acquisition Transaction has a class of equity securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended, immediately
after completion of the Acquisition Transaction, (c) Millennium or an entity
that was a wholly owned subsidiary of Millennium prior to the Acquisition
Transaction has a class of equity securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended, immediately after completion of the
Acquisition Transaction, and (d) as a result of the Acquisition Transaction,
Lyondell or its Affiliates own a greater percentage equity interest in Equistar
Chemicals, LP ("Equistar") than was owned, directly or indirectly, by Lyondell
immediately prior to such Acquisition Transaction;

     (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

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     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 Millennium, or any
     Affiliate of either of them, of beneficial ownership of securities
     representing, (x) in the case of Occidental (with its Affiliates), no more
     than forty percent (40%), (y) in the case of Millennium (with its
     Affiliates), no more than forty percent (40%), and (z) in the case of
     Occidental (with its Affiliates) and Millennium (with its Affiliates) in
     the aggregate, no more than forty-nine percent (49%), 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 Millennium or
     Affiliates of either of them (including any subsequent related transaction
     or series of related transactions or acquisitions of Voting Securities of
     Lyondell by Occidental and/or Millennium or their Affiliates or assignees
     approved by the Incumbent Directors prior to the consummation of such
     transaction or series of related transactions) where, as a result of such
     transaction or series of related transactions, Lyondell or a Surviving
     Entity owns, directly or indirectly, a greater percentage equity interest
     in Equistar than was owned, directly or indirectly, by Lyondell immediately
     prior to 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 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

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     Person shall not include Lyondell, LYONDELL-CITGO Refining LP ("LCR") or
     Equistar, any of their subsidiaries, any employee benefit plan of Lyondell,
     LCR or Equistar or any of their majority-owned subsidiaries or any entity
     organized, appointed or established by Lyondell, LCR, Equistar 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. Change in Control: shall be deemed to have
     occurred if (i) any Person becomes the beneficial owner, directly or
     indirectly, of securities of Lyondell representing 25% or more of the total
     voting power represented by Lyondell's then outstanding Voting Securities,
     (ii) the stockholders of Lyondell approve a merger or consolidation of
     Lyondell with any other corporation, other than a merger or consolidation
     which would result in the Voting Securities of Lyondell outstanding
     immediately prior thereto continuing to represent (either by remaining
     outstanding or by being converted into Voting Securities of the surviving
     entity) at least 80% of the total voting power represented by the Voting
     Securities of Lyondell or such surviving entity outstanding immediately
     after such merger or consolidation, (iii) the stockholders of Lyondell
     approve a plan of complete liquidation of Lyondell or an agreement for the
     sale or disposition by Lyondell (in one transaction or a series of
     transactions) of all or substantially all of Lyondell's assets, (iv) there
     shall have occurred an event required to be reported in response to Item
     6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
     on any similar schedule or form) promulgated under the Exchange Act,
     whether or not Lyondell is then subject to such reporting requirement, (v)
     during any period of two consecutive years, individuals who at the
     beginning of such period constituted Lyondell's Board of Directors
     (including for this purpose any new director whose election or nomination
     for election by Lyondell's stockholders was approved by a vote of at least
     two-thirds of the directors then still in office who were directors at the
     beginning of such period) cease for any reason to constitute at least a
     majority of Lyondell's Board of Directors, or (vi) Lyondell is a party to a
     merger, consolidation, sale of assets or other reorganization, or a proxy
     contest, as a consequence of which members of the Board of Directors in
     office immediately prior to such transaction or event constitute less than
     a majority of the Board of Directors thereafter.

     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 by an Indemnitee pursuant to Section 4a of this Agreement or by
Lyondell to recover payments by Lyondell of expenses incurred by Indemnitee in
connection with a Claim in advance of its final disposition.

     d.   Court: the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction.

     e.   Exchange Act: the Securities Exchange Act of 1934, as amended.

     f.   Independent Counsel: means a law firm, or a member of a law firm, that
has not otherwise performed services within the last five years for Lyondell or
an Affiliate of Lyondell as defined under the Exchange Act, the Indemnitee, any
Person referred to in clause

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(i) of Section 1b hereof, or any "other corporation" referred to in clause (ii)
of Section 1b hereof.

     g.   Person: any person as defined in Section 3(a)(9) and 13(d)(3) of the
Exchange Act.

     h.   Potential Change in Control: shall be deemed to have occurred if (i)
Lyondell enters into an agreement or arrangement, the consummation of which
would result in the occurrence of a Change in Control; (ii) any Person publicly
announces an intention to take or to consider taking actions which if
consummated would constitute a Change in Control; (iii) any Person (other than a
trustee or other fiduciary, holding securities under an employee benefit plan of
Lyondell, acting in such capacity) who is or becomes the beneficial owner,
directly or indirectly, of securities of Lyondell representing 10% or more of
the combined voting power of Lyondell's then outstanding Voting Securities,
increases such Person's beneficial ownership of such securities by 5% or more
over the percentage so owned by such Person on the date hereof; or (iv) the
Board of Directors adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change in Control has occurred.

     i.   Reviewing Party: any person or body (i) permitted to determine
entitlement to indemnification under Section 145(d) of the DGCL, (ii) designated
as the Reviewing Party by Lyondell's Board of Directors, and (iii) who is not a
party to the particular Claim for which the Indemnitee is seeking
indemnification; provided, however, that if there has been a Change in Control,
the Reviewing Party shall be the Independent Counsel selected pursuant to
Section 3e of this Agreement.

     Section 2. General Right to Indemnification. Subject to Sections 3 and 4g,
Lyondell shall indemnify the Indemnitee in the event that Indemnitee was or is a
party or is threatened to be made a party to or is involved or is threatened to
be involved (as a witness or otherwise) in or otherwise requires representation
by counsel in connection with any Claim by reason of the fact that Indemnitee is
or was serving in a Corporate Status or by reason of Indemnitee's alleged action
or inaction in such capacity, and Indemnitee shall be indemnified and held
harmless by Lyondell to the fullest extent permitted by applicable law, as it
exists or may hereafter be amended (but, in the case of any such amendment with
reference to events occurring prior to the effective date thereof, only to the
extent that such amendment permits Lyondell to provide broader indemnification
rights than such law permitted Lyondell to provide prior to such amendment),
against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) actually and reasonably incurred or suffered by such person
in connection therewith, and such indemnification shall continue as to the
Indemnitee when the Indemnitee has ceased to be a director or officer (or to
serve another entity at the request of Lyondell) and shall inure to the benefit
of the Indemnitee's heirs, personal representatives and estate. Notwithstanding
the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause
(ii) of the definition of Corporate Status, Lyondell's obligation to indemnify
under this Agreement shall be subject to the obligation of Equistar, LCR or LMC,
as the case may be, to indemnify the Indemnitee as set forth by law or under
their respective organizational agreements, governance or partnership committee
resolutions or other agreements, and the Indemnitee shall proceed first against
Equistar, LCR or LMC, as the case may be, for indemnification of any costs,
charges, expenses, liabilities and losses; provided that, Lyondell shall advance
any such amounts incurred by the Indemnitee in the event of a Claim that would
give rise to a right indemnification hereunder (were it not for this sentence),
and, in the event the Indemnitee is not indemnified by Equistar, LCR or LMC, as
the case may be, to the fullest extent as he or she would be entitled under this
Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency
subject to the terms, conditions and procedures of this Agreement, it being the
intent of Lyondell that

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the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be,
to the fullest extent as he or she would be entitled under this Agreement (were
it not for this sentence), Lyondell shall satisfy any deficiency subject to the
terms, conditions and procedures of this Agreement, it being the intent of
Lyondell that the Indemnitee shall receive the full benefit intended by this
Agreement, whether such indemnification is funded by Equistar, LCR, LMC or
Lyondell.

     Section 3. Determination of Entitlement to Indemnification.

     a. The obligations of Lyondell under Section 2 of this Agreement shall be
subject to the condition that the Reviewing Party shall have determined (in a
written opinion, in any case in which Independent Counsel is the Reviewing
Party) or have been deemed to determine that the Indemnitee is permitted to be
indemnified under applicable law.

     b. In making a determination as to indemnification, the Reviewing Party
shall use the presumptions and conventions described in Sections 4c and 4e of
this Agreement.

     c. After the final disposition of any Claim covered by this Agreement, the
Indemnitee shall send to Lyondell a written request for any indemnification
sought under this Agreement. Such written request shall contain sufficient
information to reasonably inform Lyondell about the nature and extent of the
indemnification sought by Indemnitee.

     d. If there has not been a Change of Control, no later than 15 days
following receipt by Lyondell of a request for indemnification, Lyondell shall
deliver such request to the Reviewing Party for its review pursuant to this
Agreement. Except in the event that the determination of entitlement to
indemnification is required by applicable law to be made in a written opinion,
if such Reviewing Party shall not have made and furnished to Indemnitee in
writing a determination as to the Indemnitee's entitlement to indemnification
within 60 days after receipt by Lyondell of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made, and Indemnitee shall be entitled to such indemnification unless Indemnitee
knowingly misrepresented a material fact in connection with the request for
indemnification or such indemnification is prohibited by applicable law.

     e. If there has been a Change in Control, then with respect to all matters
thereafter arising concerning the rights of the Indemnitee to indemnity payments
and advances under this Agreement, the Reviewing Party shall be an Independent
Counsel selected in the following manner. Indemnitee shall give Lyondell written
notice advising of the identity and address of the Independent Counsel selected
by Indemnitee. Unless Lyondell objects within seven days after receipt of such
written notice of selection, the Independent Counsel selected by Indemnitee
shall be the Reviewing Party. Any such objection by Lyondell may be asserted
only on the ground that the Independent Counsel so selected does not meet the
requirements of Independent Counsel, and the objection shall set forth with
particularity the factual basis of such assertion. If Lyondell so objects,
Indemnitee may petition the Court for a determination that Lyondell's objection
to the selection of an Independent Counsel is without a reasonable basis and/or
for the appointment as Reviewing Party of an Independent Counsel selected by the
Court.

     f. The Indemnitee and Indemnitee's counsel shall be given an opportunity to
be heard and to present evidence on the Indemnitee's behalf in connection with
consideration by the Reviewing Party.

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     g. An Independent Counsel who serves as a Reviewing Party, among other
things, shall render its written opinion to Lyondell and the Indemnitee as to
whether and to what extent the Indemnitee would be permitted to be indemnified
under applicable law. Lyondell agrees to provide full cooperation to and to pay
the reasonable fees of such Independent Counsel and to indemnify fully such
counsel against any and all expenses (including attorneys' fees), claims,
liabilities and damages actually and reasonably incurred, arising out of or
relating to this Agreement or its engagement pursuant hereto.

     Section 4. Right of Indemnitee to Bring Suit and Related Matters.

     a. If (i) the Reviewing Party determines that the Indemnitee substantively
would not be permitted to be indemnified in whole or in part under applicable
law; (ii) a Reviewing Party who is an Independent Counsel selected pursuant to
Section 3d has not rendered its written opinion determining the request for
indemnification within 90 days after receipt by Lyondell of the request
therefor; (iii) a Reviewing Party who is an Independent Counsel selected
pursuant to Section 3e has not rendered its written opinion determining the
request for indemnification (a) within 90 days after the time for Lyondell to
object to such Reviewing Party's selection, or (b) within 90 days after
objections to such Reviewing Party's selection have been overruled by the Court,
or (c) within 90 days after being appointed by the Court; (iv) payment of
indemnification is not made to Indemnitee by Lyondell within 15 days after a
determination of entitlement to indemnification has been made or deemed to have
been made pursuant to this Agreement; or (v) a claim for advances under Section
6 is not paid in full by Lyondell within 15 days after a written claim
satisfying the requirements of Section 6 (together with the undertaking
referenced in Section 6, if applicable) has been received by Lyondell: the
Indemnitee shall have the right to bring suit in the Court seeking a
determination by the Court of Indemnitee's entitlement to indemnification or
advances or challenging any such determination by the Reviewing Party or any
aspect thereof, and Lyondell hereby consents to service of process and to appear
in any such proceeding. Any determination by the Reviewing Party that the
Indemnitee is entitled to indemnification shall be conclusive and binding on
Lyondell and the Indemnitee, unless Indemnitee knowingly misrepresented a
material fact in connection with such request for indemnification, or such
indemnification is prohibited by law. If successful in whole or in part, the
Indemnitee shall be entitled to be paid also the expenses actually and
reasonably incurred by Indemnitee in prosecuting its claim.

     b. The provisions of Sections 4(c) through 4(f) shall also apply in any
action brought by Lyondell to recover payments by Lyondell of expenses incurred
by the Indemnitee in connection with a Claim in advance of its final
disposition.

     c. In any judicial proceeding commenced pursuant to Section 4a, the
Indemnitee shall be presumed to be entitled to indemnification or advancement,
and the burden of proving that the Indemnitee is not entitled to be indemnified
or to obtain advances under this Agreement or otherwise shall be on Lyondell.

     d. In any judicial proceeding commenced pursuant to Section 4a, neither the
failure of Lyondell (including its Board of Directors, independent legal
counsel, or its stockholders) or the Reviewing Party to have made a
determination (prior to the commencement by Indemnitee of an action pursuant to
Section 4a) that indemnification of the Indemnitee is proper in the
circumstances because the Indemnitee has met the applicable standard of conduct
set forth in the DGCL, nor an actual determination by Lyondell (including

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its Board of Directors, independent legal counsel, or its stockholders) or the
Reviewing Party that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such an action, brought by the
Indemnitee, be a defense to the action and if there is such a failure to make a
determination or an adverse determination, any judicial proceeding commenced
pursuant to Section 4a shall be conducted in all respects as a de novo trial on
the merits, and Indemnitee shall not be prejudiced by reason thereof.

     e. In any judicial proceeding commenced pursuant to Section 4a, the
termination of any Claim or of any matter in a Claim, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in or not opposed to the best
interests of Lyondell, or with respect to any criminal proceeding, that
Indemnitee had reasonable cause to believe that Indemnitee's conduct was
unlawful. A person who acted in good faith and in a manner Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan of Lyondell shall be deemed to have acted in a manner not
opposed to the best interests of Lyondell. For purposes of any determination
hereunder, a person shall be deemed to have acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
Lyondell, or, with respect to any criminal action or Claim, to have had no
reasonable cause to believe Indemnitee's conduct was unlawful, if Indemnitee's
action is based on the records or books of account of Lyondell or another
enterprise or on information supplied to him by the officers of Lyondell or
another enterprise in the course of their duties or on the advice of legal
counsel for Lyondell or another enterprise or on information or records given or
reports made to Lyondell or another enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by Lyondell or another enterprise. The term "another enterprise" as used in
this Section shall mean any other corporation, joint venture, trust or other
enterprise as to which the Indemnitee is or was serving in a Corporate Status.
The provisions of this paragraph shall not be deemed to be exclusive or to limit
in any way the circumstances in which an Indemnitee may be deemed to have met
the applicable standards of conduct for determining entitlement to rights under
this Agreement.

     f. Lyondell shall be precluded from asserting in any judicial proceeding
commenced pursuant to Section 4a that the procedures and presumptions of this
Agreement are not valid, binding and enforceable, and shall stipulate in any
such proceeding that Lyondell is bound by all provisions of this Agreement.

     g. Notwithstanding any other provisions of this Agreement to the contrary
and except as provided in Section 4a and Section 5, Lyondell shall indemnify the
Indemnitee in connection with a proceeding (or part thereof) initiated by the
Indemnitee against Lyondell only if such proceeding (or part thereof) was
authorized prior to its initiation by a majority of the disinterested members of
the Board of Directors of Lyondell. If such authorization is obtained, the
rights to indemnification confirmed by this paragraph shall include the right to
be paid by Lyondell any expenses incurred in defending such proceeding in
advance of its final disposition.

     Section 5. Indemnification for Costs, Charges and Expenses of Successful
Party. Notwithstanding the other provisions of this Agreement, to the extent
that the Indemnitee has been successful on the merits or otherwise, including,
without limitation, the dismissal of an

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action with or without prejudice, in defense of any Claim covered by this
Agreement, or in defense of any claim, issue or matter therein, the Indemnitee
shall be indemnified against all costs, charges and expenses, including
attorneys' fees, actually and reasonably incurred by the Indemnitee or on
Indemnitee's behalf in connection therewith.

     Section 6. Advances.

     a. In the event of a Claim in which Indemnitee is a party or is involved
and that may give rise to a right of indemnification under this Agreement, to
the extent permitted by applicable law and following written request by
Indemnitee to Lyondell (which written request includes reasonably satisfactory
evidence as to the amount of such expenses), expenses reasonably incurred by the
Indemnitee in connection with such Claim, including attorneys' fees, judgments,
fines and amounts paid in settlements, shall be paid by Lyondell in advance of
the final disposition of the Claim; provided, however, that if the DGCL requires
or if Lyondell so requests, payment shall be made to or on behalf of the
Indemnitee only upon delivery to Lyondell of an undertaking, by or on behalf of
the Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified by Lyondell
under Section 145 of the DGCL.

     b. Indemnitee agrees that Indemnitee shall reimburse Lyondell for all
expenses paid by Lyondell in defending any Claim against Indemnitee in the event
and only to the extent that it shall be determined pursuant to the provisions of
this Agreement or by final judgment or other final adjudication under the
provisions of any applicable law that Indemnitee is not entitled to be
indemnified by Lyondell for such expenses.

     Section 7. Establishment of Trust. In the event of a Potential Change in
Control, Lyondell shall, upon written request by the Indemnitee, create a trust
for the benefit of the Indemnitee and from time to time upon written request of
the Indemnitee shall fund such trust in an amount sufficient to satisfy any and
all expenses reasonably anticipated at the time of each such request to be
incurred in connection with investigating, preparing for and defending any
Claim, and any and all judgments, fines, penalties and settlement amounts of any
and all Claims covered by this Agreement, from time to time actually paid or
claimed, reasonably anticipated or proposed to be paid. The terms of the trust
shall provide that upon a Change in Control, (a) the trust shall not be revoked
or the principal thereof invaded, without the written consent of the Indemnitee,
(b) the trustee shall advance within two business days of a request by the
Indemnitee any and all expenses reasonably incurred by the Indemnitee (and the
Indemnitee hereby agrees to reimburse the trust under the circumstances under
which the Indemnitee would be required to reimburse Lyondell under this
Agreement), (c) the trust shall continue to be funded by Lyondell in accordance
with the funding obligation set forth above, (d) the trustee shall promptly pay
to the Indemnitee all amounts for which the Indemnitee shall be entitled to
indemnification pursuant to this Agreement or otherwise, and (e) all unexpended
funds in such trust shall revert to Lyondell upon a final determination by the
Court that the Indemnitee has been fully indemnified under the terms of this
Agreement. The trustee shall be chosen by the Indemnitee. Nothing in this
Section 7 shall relieve Lyondell of any of its obligations under this Agreement.

     Section 8. Insurance. To the extent Lyondell maintains an insurance policy
or policies providing directors' and officers' liability insurance, the
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available for Lyondell's
directors or officers.

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     Section 9. Notice to Lyondell. The Indemnitee must provide prompt written
notice to Lyondell of any Claim in connection with which the Indemnitee may
assert a right to be indemnified hereunder; however, failure to provide such
notice shall not be construed as a waiver of any right of the Indemnitee to an
advance or indemnification hereunder. Any communication required or permitted to
Lyondell under this Agreement shall be addressed to the Secretary of Lyondell,
and any such communication to Indemnitee shall be addressed to the Indemnitee's
address as shown on Lyondell's records unless the Indemnitee specifies
otherwise. Any communication on behalf of either Lyondell or the Indemnitee
shall be in writing, and any notice shall be effective upon receipt.

     Section 10. Other Rights; Continuation of Right to Indemnification. The
indemnification and advances provided by this Agreement shall not be deemed
exclusive of any other rights to which the Indemnitee seeking indemnification
may be entitled under any law (common or statutory), provision of Lyondell's
Certificate of Incorporation or By-Laws, vote of stockholders or disinterested
directors, or otherwise, both as to action in the Indemnitee's official capacity
and as to action in another capacity while holding office or while employed by
or acting as agent for Lyondell, and shall continue as to a person who has
ceased to be a director or officer, and shall inure to the benefit of the
estate, heirs, executors and administrators of the Indemnitee; provided,
however, that notwithstanding the foregoing, this Agreement supersedes all other
prior indemnity agreements, indemnification agreements or other agreements of a
similar nature heretofore entered into between Lyondell and the Indemnitee, as
well as any prior oral agreements or oral understandings with respect to the
subject matter of this indemnity agreement; provided, however, that,
notwithstanding the foregoing proviso, and in light of the fact that this
Agreement is generally intended to provide for indemnification to the fullest
extent permitted by the DGCL, this Agreement shall not be construed to deprive
the Indemnitee of any indemnification by Lyondell permitted by applicable law
with respect to an act or omission occurring prior to the date hereof that
Indemnitee would otherwise have been entitled to under any such prior agreement.

     Section 11. Subrogation. In the event of payment under this Agreement,
Lyondell shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable Lyondell effectively to bring
suit to enforce such rights.

     Section 12. No Duplication of Payments. Lyondell shall not be liable under
this Agreement to make any payment in connection with any claim made against the
Indemnitee to the extent the Indemnitee has otherwise actually received payment
(under any insurance policy or otherwise) of the amounts otherwise indemnifiable
hereunder.

     Section 13. Amendments. This Agreement may not be amended without the
agreement in writing of Lyondell and the Indemnitee.

     Section 14. Savings Clause. If this Agreement or any portion hereof shall
be deemed invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, and Lyondell shall nevertheless
indemnify the Indemnitee as to costs, charges and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement with respect to any

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Claim to the full extent permitted by any applicable portion of this Agreement
that shall not have been invalidated and to the full extent permitted by
applicable law.

     Section 15. Survival Clause. Lyondell acknowledges that in continuing to
provide services to Lyondell, the Indemnitee is relying on this Agreement.
Accordingly, Lyondell agrees that its obligations hereunder will survive (a) any
actual or purported termination of this Agreement by Lyondell or its successors
or assigns whether by operation of law or otherwise, and (b) termination of the
Indemnitee's services to Lyondell, whether such services were terminated by
Lyondell or the Indemnitee, with respect to any Claim, whether or not such Claim
is made, threatened or commenced before or after the actual purported
termination of this Agreement or the termination of the Indemnitee's services to
Lyondell.

     Section 16. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns, including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of Lyondell and spouses, heirs, and personal and legal
representatives of Indemnitee. Lyondell shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of Lyondell, by written
agreement in form and substance satisfactory to the Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that Lyondell would be required to perform if no such succession had
taken place.

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     Section 17. Governing Law. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of Delaware (without giving effect to the provisions thereof relating to
conflicts of law).

     IN WITNESS WHEREOF, this Agreement has been executed by the parties
thereto, and in the case of Lyondell, by a duly authorized officer thereof on
its behalf.

Attest:                                 LYONDELL CHEMICAL COMPANY


By: _______________________________     By:  ___________________________________
Name:                                   Name:
Title:                                  Title:


                                        INDEMNITEE

                                        By:  ___________________________________
                                        Name:
                                        Title:

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</TEXT>
</DOCUMENT>
