8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 3, 2007

LYONDELL CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-10145 95-4160558

(Commission File Number) (I.R.S. Employer Identification No.)

1221 McKinney Street, Suite 700, Houston, Texas 77010

(Address of principal executive offices) (Zip Code)

(713) 652-7200

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The description set forth below is qualified in its entirety by the full text of the document to which it refers, which document is filed herewith.

Item 1.01 Entry into a Material Definitive Agreement

On May 3, 2007, the Board of Directors of Lyondell Chemical Company (the "Company") approved the revised Form of Indemnity Agreement with Officers and Directors. The Form of Indemnity Agreement was revised to reflect the Company's sole ownership of Houston Refining LP and other clarifying changes. The revised Form of Indemnity Agreement is being filed with this Current Report on Form 8-K as Exhibit 10.9.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers

On May 3, 2007, the Compensation and Human Resources Committee of the Board of Directors of the Company approved a Form of Time Sharing Agreement between the Company and certain of its officers and other employees for personal use of the corporate aircraft. Under the Time Sharing Agreement, which complies with Federal Aviation Administration rules, the officers and employees are required to reimburse the Company for incremental costs related to the personal use of the corporate aircraft. The Form of Time Sharing Agreement is being filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 3, 2007, the Board of Directors of the Company amended Article IV of the Company's By-Laws to clarify that the Company may issue uncertificated shares, as provided under the Delaware General Corporation Law. A copy of the Company's amended and restated By-Laws is being filed with this Current Report on Form 8-K as Exhibit 3.2(a).

Item 9.01 Financial Statements and Exhibits

1. Exhibits

Exhibit 3.2(a) Lyondell Chemical Company Amended and Restated Bylaws

Exhibit 10.9 Form of Indemnity Agreement with Officers and Directors

Exhibit 99.1 Form of Time Sharing Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LYONDELL CHEMICAL COMPANY

By:/s/ Kerry A. Galvin

Name: Kerry A. Galvin

Title: Senior Vice President and

General Counsel

Date: May 3, 2007

INDEX TO EXHIBITS

Exhibit

Number Description

Exhibit 3.2(a) Lyondell Chemical Company Amended and Restated Bylaws

Exhibit 10.9 Form of Indemnity Agreement with Officers and Directors

Exhibit 99.1 Form of Time Sharing Agreement

EX-3.2(A)

Exhibit 3.2(a)

BY-LAWS OF LYONDELL CHEMICAL COMPANY

Amended and Restated Effective as of May 3, 2007

ARTICLE I

STOCKHOLDERS

     Section 1.1. Annual Meeting. The Board of Directors by resolution shall designate the time, place and date (which shall be not more than 13 months after the date of the last annual meeting of stockholders) of the annual meeting of stockholders for the election of directors and transactions of such other business as may come before it.

     Section 1.2. Notice. Written notice of each meeting of stockholders shall be given in compliance with the provisions of Delaware law either by the Secretary, or, in the case of a special meeting called by the stockholders in accordance with Article V of the Certificate of Incorporation, by the applicable stockholders, to each stockholder of record entitled to vote at the meeting to his address appearing on the books of the Company or, at the option of the Company, as otherwise directed by the stockholder pursuant to applicable provisions of the Delaware General Corporation Law.

     Section 1.3. Special Meeting. Special meetings of stockholders of the Company may be called only as set forth in Article V of the Restated Certificate of Incorporation of the Company. At any special meeting of stockholders, only such business shall be conducted as shall have been set forth in the notice of special meeting.

     Section 1.4. Notification of Stockholder Business. At any annual or special meeting of stockholders, there shall be conducted only such business as shall have been brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Company who is a stockholder of record at the time of the giving of the stockholder’s notice provided for in this Section 1.4, who shall be entitled to vote at such meeting and who complies with the notice procedure set forth in this Section 1.4. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal office of the Company not later than 90 days in advance of such meeting; provided, however, that in the event that the date of the meeting was not publicly announced by a mailing to stockholders, in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service or in a filing with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 more than 90 days prior to the meeting, such notice, to be timely, must be delivered to the Board of Directors not later than the close of business on the tenth day following the day on which the date of the meeting was first so publicly announced. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and, in the event that such business includes a proposal regarding the amendment of the By-Laws of the Company, the language of the proposed amendment; (b) the name and address, as they appear on the Company’s books, of the stockholder intending to propose such business; (c) a representation of the stockholder as to the class and number of shares of capital stock of the Company which are beneficially owned by

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the stockholder, and the stockholder’s intent to appear in person or by proxy at the meeting to present such business; and (e) any material interest of such stockholder in such proposal or business.

Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at any meeting of the stockholders except in accordance with the procedures set forth in this Article I. The chairman of any annual or special meeting shall, if the facts warrant, determine and declare to the meeting that (i) the business proposed to be brought before the meeting was not a proper subject therefor and/or (ii) such business was not properly brought before the meeting in accordance with the provisions of this Article I, and, if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting or not a proper subject therefor shall not be transacted.

Section 1.5. Quorum.

     (a) Quorum Generally. Unless otherwise provided by the Delaware General Corporation Law or the Certificate of Incorporation, a majority of the Voting Stock, present in person or represented by proxy, shall constitute a quorum at any meeting of the stockholders of the Company. The term “Voting Stock” shall mean all outstanding shares of all classes and series of capital stock of the Company entitled to vote generally in the election of Directors of the Company, considered as one class.

     (b) Quorum with Respect to a Class or Series. If any outstanding class or series of capital stock of the Company shall be entitled to vote as a class or series with respect to any matter to be submitted to a vote of the stockholders of the Company at any duly convened meeting, then, with respect to any such matter, in addition to the requirement of Section 1.5(a), a majority of the outstanding shares of such class or series of capital stock of the Company so entitled to vote shall be required to be present in person or represented by proxy, in order to constitute a quorum.

     (c) Adjournment. If a quorum is not present in person or by proxy, those present may adjourn from time to time to reconvene at such time and place as they may determine without further notice to the stockholders. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

     (d) Continuation of Business. The stockholders of the Company present at any duly convened meeting may continue to do business at such meeting or at any adjournment thereof notwithstanding any withdrawal from the meeting of holders of shares counted in determining the existence of a quorum.

     Section 1.6. Record Dates. The Board of Directors may fix a time not less than ten and not more than sixty days prior to the date of any meeting of stockholders as a record date and not more than sixty days prior to the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at such meeting, to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares or for the purpose of any other lawful action. In such case, only such stockholders that are stockholders of record at the close of business on the date so fixed shall be entitled to notice of or to vote at such meeting, or to receive payment of

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such dividend or distribution, or to receive such allotment of rights, or to exercise such rights in respect to any change, conversion or exchange of shares, as the case may be, notwithstanding any transfer of any shares on the books of the Company after the record date fixed as aforesaid.

     Section 1.7. Voting Rights of Stockholders and Proxies. Each stockholder of record entitled to vote in accordance with the laws of the State of Delaware, the Certificate of Incorporation or these By-Laws, shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of stock entitled to vote standing in his name on the books of the Company, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

     Section 1.8. Stockholder Actions by Written Consent. Any action required or permitted to be taken by the holders of the stock of the Company may be effected without a meeting of stockholders by consent in writing by such holders in accordance with this Section 1.8. In order that the Company may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent, including without limitation the call of a special meeting of stockholders, shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days after the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Company having custody of the book in which proceedings of stockholders meetings are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

In the event of the delivery to the Company of a written consent or consents purporting to authorize or take corporate action and/or related revocations (each such written consent and related revocation is referred to in this paragraph as a “Consent”), the Secretary of the Company shall provide for the safe-keeping of such Consent and shall conduct such reasonable investigation as he deems necessary or appropriate for the purpose of ascertaining the validity of such Consent and all matters incident thereto, including, without limitation, whether stockholders having the requisite voting power to authorize or take the action specified in the Consent have given consent; provided, however, that if the corporate action to which the Consent relates is the removal or replacement of one or more members of the Board of Directors, the Secretary of the Company shall designate two persons, who shall not be members of the Board of Directors or officers or employees of the Company, to serve as Inspectors with respect to such Consent, and such Inspectors shall discharge the functions of the Secretary of the Company under this paragraph. If after such investigation the Secretary or the Inspectors (as the case may be) shall

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determine that the Consent is valid, that fact shall be certified on the records of the Company for the purpose of recording the proceedings of meetings of the stockholders, and the Consent shall be filed with such records, at which time the Consent shall become effective as stockholder action.

In conducting the investigation required by this Section 1.8, the Secretary or the Inspectors (as the case may be) may, but are not required to (a) at the expense of the Company, retain any necessary or appropriate professional advisors, and such other personnel as they may deem necessary or appropriate to assist them and (b) allow any officers and representatives of the Company, stockholders soliciting consents or revocations, and any other interested parties to propose challenges and pose questions relating to the preliminary results of such investigation following the availability of such preliminary results.

ARTICLE II

DIRECTORS

     Section 2.1. Management of Business. The business of the Company shall be managed by its Board of Directors.

     Section 2.2. Number. The number of directors constituting the entire Board of Directors shall be such number as shall be fixed from time to time by resolution of the Board of Directors. Any such action by the Board of Directors shall require the vote of a majority of the Board of Directors then in office.

Section 2.3.

     (a) Election and Term. The directors shall be elected at the annual meeting of the stockholders, and each director shall be elected to hold office until his successor shall be elected and qualified, or until his earlier resignation or removal.

     (b) Notification of Nominations. Except for directors selected by or pursuant to the provisions of Section 2.5 hereof, only individuals nominated for election to the Board of Directors pursuant to and in accordance with the provision of this Section 2.3(b) may be elected to and may serve upon the Board of Directors of the Company. Subject to the rights of holders of any class or series of stock of the Company having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, nominations for the election of directors may be made (i) by the Board of Directors or (ii) by any stockholder of the Company who is a stockholder of record at the time of the giving of the stockholder’s notice provided for in this Section 2.3(b), who is entitled to vote in the election of directors generally and who complies with the notice procedure set forth in this Section 2.3(b). For a nomination to comply with the notice provisions of this Section 2.3(b), the stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely a stockholder’s notice must be delivered to or mailed and received at the principal office of the Company not later than 90 days in advance of such meeting; provided, however, that in the event that the date of the meeting was not publicly announced by a mailing to stockholders, in a press release reported by the Dow Jones News Services, the Associated Press or a comparable national news service or in a filing with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 more than 90 days prior to the meeting, such notice, to be timely, must be delivered to the Board of Directors not later than the close of business on the

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tenth day following the day on which the date of the meeting was first so publicly announced. A stockholder’s notice to the Secretary shall set forth (a) the name and address, as they appear on the Company’s books, of the stockholder intending to make the nomination and of the person or persons to be nominated; (b) a representation of the stockholder as to the class and number of shares of capital stock of the Company which are beneficially owned by the stockholder, and the stockholder’s intent to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; and (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors. To be effective, each notice of intent to make a nomination given hereunder shall be accompanied by the written consent of each nominee to serve as a director of the Company if elected.

The chairman of any annual or special meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not properly brought before the meeting in accordance with the provisions hereof and, if he should so determine, he shall so declare at the meeting that such nomination was not properly brought before the meeting and, as a result, shall not be considered.

     Section 2.4. Resignations. Any director of the Company may resign at any time by giving written notice to the Company, delivered to the Secretary. Such resignation shall take effect at the time specified therein, if any, or if no time is specified therein, then upon receipt of such notice by the Company; and, unless otherwise provided therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 2.5. Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors or any vacancy on the Board of Directors resulting from death, resignation, disqualification, removal or other cause may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director or by the affirmative vote of the majority of all votes entitled to be cast by holders of stock of the Company at a duly called annual or special meeting of such holders or by consent in writing of such holders. Any director so chosen shall hold office until his or her successor shall be elected and qualified, or until his or her earlier resignation or removal. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the filling of other vacancies.

     Section 2.6. Annual Meeting. An annual meeting of the Board of Directors shall be held each year in conjunction with the annual meeting of stockholders, at the place where such meeting of stockholders was held or at such other place as the Board of Directors may determine, for the purposes of organization, election or appointment of officers and the transaction of such other business as shall come before the meeting. No notice of the meeting need be given.

     Section 2.7. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places in Delaware or elsewhere as the Board of Directors may determine.

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     Section 2.8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors in office, to be held at such time (as will permit the giving of notice as provided in this section) and at such place (in Delaware or elsewhere) as may be designated by the person or persons calling the meeting. Notice of the place, day and hour of each special meeting shall be given to each director by the Secretary by written notice mailed on or before the third full business day before the meeting or by notice received personally or by other means at least twenty-four hours before the meeting. The notice need not refer to the business to be transacted at the meeting. However, whenever notice is required to be given under these By-Laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice and the attendance of a person at a meeting shall constitute a waiver of notice of such meeting.

     Section 2.9. Quorum of Directors. Except as provided in Sections 2.5 and 2.12 hereof, a majority of the directors in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the directors to another time and place. Notice of any adjournment need not be given if such time and place are announced at the meeting.

     Section 2.10. Meeting by Telephone. One or more directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 2.11. Compensation. Directors shall receive such compensation for their services and expenses for attendance as shall be determined by the Board of Directors; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity and receiving compensation therefore.

     Section 2.12. Committees. The Board of Directors may, by resolution adopted by a majority of the whole board then in office, appoint an Executive Committee of three or more directors. To the extent provided in such resolution, the Executive Committee shall have and may, subject to applicable law, exercise the authority of the Board of Directors in the management of the business and affairs of the Company (when the Board of Directors is not in session), except that the Executive Committee shall have no power (a) to elect directors; (b) to alter, amend or repeal these By-Laws or any resolution or resolutions of the directors designating an Executive Committee; (c) to declare any dividend or make any other distribution to the stockholders of the Company; or (d) to appoint any member of the Executive Committee. The Board of Directors may appoint such other committees as it may deem advisable, and each such committee shall have such authority and perform such duties as the Board of Directors may determine. At each meeting of the Board of Directors all action taken by each committee since the preceding meeting of the Board of Directors shall be reported to it.

     Section 2.13. Consent Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the

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writings are filed with the minutes of proceedings of the board or the committee.

ARTICLE III

OFFICERS AND AGENTS

     Section 3.1. Number; Compensation. The officers of the Company shall be chosen by the Board of Directors. The officers shall be a President, a Secretary, a Treasurer, and such number of Vice-Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers, if any, as the Board of Directors may from time to time determine. The Board of Directors may choose such other agents as it shall deem necessary. Any number of offices may be held by the same person. The officers shall receive such compensation for their services as may be determined by the Board of Directors or in a manner approved by it.

     Section 3.2. Term. Each officer and each agent shall hold office until the next annual meeting of the Board of Directors or until that officer's or agent's successor is elected or appointed and qualified or until that officer or agent's earlier resignation or removal.

     Section 3.3. Removal. Any officer or agent may be removed from office at any time by the Board of Directors with or without cause pursuant to a resolution adopted by a majority of the whole Board then in office.

     Section 3.4. Authority. The officers and agents, if any, shall have the authority, perform the duties and exercise the powers in the management of the Company usually incident to the offices held by them, respectively, and/or such other authority, duties and powers as may be assigned to them from time to time by the Board of Directors. In addition to the authority to perform the duties and exercise the powers in the management of the Company usually incident to the office held by him or her, and/or such other authority, duties and powers as may be assigned to him or her from time to time by the Board of Directors, the Secretary shall record all of the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. In the absence or disability of the Secretary, an Assistant Secretary shall have the authority and shall perform the duties of the Secretary.

     Section 3.5. Voting Securities Owned by the Company. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Company may be executed in the name of and on behalf of the Company by the Chairman of the Board, the President or any Vice-President and any such officer may, in the name of and on behalf of the Company, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Company may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Company might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

     Section 3.6. Corporate Seal. A corporate seal shall be prepared and shall be kept in the custody of the Secretary of the Company. The seal or a facsimile thereof may be impressed, affixed or reproduced, and attested to by the Secretary or an Assistant Secretary, for the authentication of documents or instruments requiring the seal and bearing the signature of a duly authorized officer or agent.

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ARTICLE IV

CAPITAL STOCK

     Section 4.1. Stock Certificates. The shares of the Company shall be represented by certificates or shall be uncertificated. Every holder of stock in the Company shall be entitled to have a certificate signed by, or in the name of the Company by, the Chairman of the Board of Directors, or the President or a Vice-President, and by the Secretary or an Assistant Secretary of the Company, certifying the number of shares owned by him in the Company. Where such certificate is signed (1) by a transfer agent other than the Company or its employee, or (2) by a registrar other than the Company or its employee, the signatures of the officers of the Company may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of issue.

     Section 4.2. Transfers. Stock of the Company shall be transferable in the manner prescribed by the laws of the State of Delaware.

     Section 4.3. Registered Holders. Prior to due presentment for registration of transfer of any security of the Company in registered form, the Company shall treat the registered owner as the person exclusively entitled to vote, to receive notifications and to otherwise exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim to, or interest in, any security, whether or not the Company shall have notice thereof, except as otherwise provided by the laws of the State of Delaware.

     Section 4.4. New Certificates. The Company shall issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, if the owner: (1) so requests before the Company has notice that the shares of stock represented by that certificate have been acquired by a bona fide purchaser; (2) files with the Company a bond sufficient (in the judgment of the Secretary) to indemnify the Company against any claim that may be made against it on account of the alleged loss or theft of that certificate or the issuance of a new certificate or new uncertificated shares; and (3) satisfies any other requirements imposed by the Secretary that are reasonable under the circumstances. A new certificate or new uncertificated shares may be issued without requiring any bond when, in the judgment of the Secretary, it is proper so to do.

ARTICLE V

MISCELLANEOUS

Section 5.1. Indemnification.

     (a) Indemnification of Officers and Directors. The Company shall indemnify the officers and directors of the Company with respect to all matters to which Section 145 of the General Corporation Law of the State of Delaware 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 said Section 145. Any repeal or modification of this Section shall not in any way diminish any rights to indemnification of such person or the obligations of the Company that may have previously arisen hereunder.

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     (b) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Company's Certificate of Incorporation, any By-Law, any agreement, a vote of Company stockholders or of disinterested Company directors or otherwise, both as to action in that person's official capacity and as to action in any other capacity by holding such office, and shall continue after the person ceases to serve the Company as a director or officer or to serve another entity at the request of the Company.

     (c) Insurance. The Company may maintain insurance, at its expense, to protect itself and any director or officer of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware.

     (d) Indemnity Agreements. The Company may from time to time enter into indemnity agreements with the persons who are members of its Board of Directors, its elected officers and with such other persons as the Board of Directors may designate, the form of such indemnity agreements to be approved by a majority of the Board then in office.

     (e) Indemnification of Employees and Agents of the Company. The Company may, under procedures authorized from time to time by the Board of Directors, grant rights to indemnification, and to be paid by the Company the expenses incurred in defending any proceeding in advance of its final disposition to any employee or agent of the Company to the fullest extent of the provisions of this Article V.

Section 5.2. Fiscal Year and Annual Report.

(a)	Fiscal Year. The fiscal year of the Company shall be the calendar year.
(b)	Annual Report. The Board of Directors shall cause an annual report to be prepared and

mailed to the stockholders in accordance with the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.

     Section 5.3. Offices. The registered office of the Company in the State of Delaware shall be at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The Company may also have offices at other places within and/or without the State of Delaware.

     Section 5.4. Waivers of Notice; Dispensing with Notice. Whenever any notice whatever is required to be given under the provisions of the General Corporation Law of the State of Delaware, of the Certificate of Incorporation of the Company, or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not

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lawfully called or convened.

Whenever any notice whatever is required to be given under the provisions of the General Corporation Law of the State of Delaware, of the Certificate of Incorporation of the Company, or of these By-Laws, to any person with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law, then the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person; and any action or meeting which shall be taken or held without notice to any such person or without giving or without applying for a license or permit to give any such notice to any such person with whom communication is made unlawful as aforesaid, shall have the same force and effect as if such notice had been given as provided under the provisions of the General Corporation Law of the State of Delaware, or under the provisions of the Certificate of Incorporation of the Company or of these By-Laws. In the event that the action taken by the Company is such as to require the filing of a certificate under any of the other sections of this title, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

     Section 5.5. Amendment of Bylaws. These By-Laws may be altered, amended or repealed at any meeting of the Board of Directors. Any such action shall require a vote of the majority of the Board of Directors then in office.

     Section 5.6. Section Headings and Statutory References. The headings of the Articles and Sections of these By-Laws have been inserted for convenience of reference only and shall not be deemed to be a part of these By-Laws.

ARTICLE VI

EMERGENCY BY-LAWS

     Section 6.1. When Operative. The emergency By-Laws provided by the following sections shall be operative during any emergency resulting from an attack on the United States, any nuclear disaster, earthquake, or other natural disaster or during the existence of any catastrophe, as a result of which a quorum of the Board of Directors or the Executive Committee thereof cannot be readily convened for action notwithstanding any different provision in the preceding sections of the By-Laws or in the Certificate of Incorporation of the Company or in the General Corporation Law of the State of Delaware. To the extent not inconsistent with the emergency By-Laws, the By-Laws provided in the preceding sections shall remain in effect during such emergency and upon the termination of such emergency, the emergency By-Laws shall cease to be operative unless and until another such emergency shall occur.

Section 6.2. Meetings. During any such emergency:

     (a) Any meeting of the Board of Directors may be called by any director. Whenever any officer of the Company who is not a director has reason to believe that no director is available to participate in a meeting, such officer may call a meeting to be held under the provisions of this section.

     (b) Notice of each meeting called under the provisions of this section shall be given by the person calling the meeting or at his request by any officer of the Company. The notice shall

10

specify the time and the place of the meeting, which shall be the principal office of the Company at the time if feasible and otherwise any other place specified in the notice. Notice need be given only to such of the directors as it may be feasible to reach at the time and may be given by such means as may be feasible at the time, including publication or radio. If given by mail, messenger, telephone or telegram, the notice shall be addressed to the director at his residence or business address or such other place as the person giving the notice shall deem suitable. In the case of meetings called by an officer who is not a director, notice shall also be given similarly, to the extent feasible, to the persons named on the list referred to in part (c) of this section. Notice shall be given at least two days before the meeting if feasible in the judgment of the person giving the notice and otherwise the meeting may be held on any shorter notice that he shall deem to be suitable.

     (c) At any meeting called under the provisions of this section, the director or directors present shall constitute a quorum for the transaction of business. If no director attends a meeting called by an officer who is not a director and if there are present at least three of the persons named on a numbered list of personnel approved by the Board of Directors before the emergency, those present (but not more than nine appearing highest in priority on such list) shall be deemed directors for such meeting and shall constitute a quorum for the transaction of business

     Section 6.3. Lines of Succession. The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Company shall for any reason be rendered incapable of discharging their duties.

     Section 6.4. Offices. The Board of Directors, during as well as before any such emergency, may, effective during the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do.

     Section 6.5. Liability. No officer, director or employee acting in accordance with these emergency By-Laws shall be liable except for willful misconduct.

     Section 6.6. Repeal or Change. The emergency By-Laws shall be subject to repeal or change by action of the Board of Directors or by the affirmative vote of at least 66-2/3% of all votes entitled to be cast by the holders of Capital Stock of the Company entitled to vote generally in the election of directors, except that no such repeal or change shall modify the provisions of the next preceding section with regard to action or inaction prior to the time of such repeal or change.

11

EX-10.9

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

Page 2

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

Page 3

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 disposition.

d.	Court: the Court of Chancery of the State of Delaware.
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 (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 a 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.

Page 4

     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 the Indemnitee 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.

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.

Page 5

     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.

     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.

Page 6

     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 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. An Indemnitee who acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of a 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, Indemnitee 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 or her 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,

Page 7

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 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, and such undertaking shall only be based on the language under Section 145 of the DGCL and no additional or more restrictive conditions may be imposed upon Indemnitee in such undertaking. Advances shall be unsecured and interest-free.

     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, and no additional or more restrictive conditions may be imposed upon Indemnitee.

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,

Page 8

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.

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 ByLaws, 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 the Indemnitee after he or she 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

Page 9

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 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

Page 10

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.

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 Indemnity 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:

Page 11

EX-99.1

EXHIBIT 99.1

TIME SHARING AGREEMENT

     This Time Sharing Agreement (the “Agreement”), is made and entered into as of
_________
, 2007, by and between Lyondell Chemical Company, a Delaware corporation, with its principal offices at 1221 McKinney Street, Suite 700, Houston, Texas 77010 (“Lyondell”), and
__________
(“Employee”).

WITNESSETH:

     WHEREAS, Lyondell leases from CFS Air, LLC (“CFS”) a certain Dassault Falcon, Model 2000 aircraft, manufacturer's serial number 0188, bearing the United States Registration Number N317M (the “Aircraft”);

     WHEREAS, Executive Jet Management (“EJM”) manages and maintains the Aircraft for the benefit of the Lyondell, including providing a fully qualified flight crew to operate the Aircraft; and

     WHEREAS, Lyondell desires to periodically lease said Aircraft with flight crew to Employee and Employee desires to periodically lease said Aircraft and flight crew from Lyondell on a time sharing basis pursuant to Section 91.501(c)(1) of the Federal Aviation Regulations (“FARs”).

     NOW THEREFORE, Lyondell and Employee declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1. Subject to the terms and conditions of this Agreement, Lyondell agrees to periodically lease the Aircraft to Employee for Employee’s personal travel pursuant to the provisions of FAR Section 91.501(c)(1) and to provide a fully qualified flight crew for all operations of the Aircraft, all on an as available, as needed, non-continuous, non-exclusive basis commencing on the first date set forth hereinabove and continuing unless and until terminated. Either party may terminate this Agreement by giving thirty (30) days written notice to the other party. This Agreement will terminate if Employee’s employment with or services as an employee of Lyondell terminates.

2. Employee shall pay Lyondell for each flight conducted under this Agreement the lesser of: a. the product of the number of estimated incremental flight hours for the flight as provided by EJM on the applicable flight passenger manifest, multiplied by the per-hour variable costs for the Aircraft as determined by Lyondell, plus incremental expenses such as travel expenses of the crew and in-flight food and beverages; or, b. the actual expenses of each specific flight, as authorized by FAR Section 91.501(d), including the actual expense of any “deadhead” flights made for Employee, as authorized by FAR Section 91.501(d). The expenses authorized by FAR Section 91.501(d) include:

i.	fuel, oil, lubricants, and other additives;
ii.	travel expenses of the crew, including food, lodging and ground transportation;

iii. hangar and tie down costs away from the aircraft’s base of operation;

iv. insurance obtained for the specific flight;

v. landing fees, airport taxes and similar assessments; vi. customs, foreign permit, and similar fees directly related to the flight;

vii. in-flight food and beverages;

viii. passenger ground transportation;

ix. flight planning and weather contract services; and x. an additional charge equal to 100% of the expenses listed in subparagraph (i) above.

3. Lyondell will pay all expenses related to the operation of the Aircraft when incurred, and will provide an invoice to and bill Employee for the amount determined in accordance with paragraph 2 hereof within sixty (60) days of any flight or flights for the account of Employee. Employee shall pay Lyondell said amount within thirty (30) days of receipt of the invoice.

4. Employee shall include with each payment any federal transportation excise tax due with respect to such payment, and Lyondell shall be responsible for collecting, reporting and remitting such tax to the U.S. Internal Revenue Service.

5. Employee acknowledges that during the term of this Agreement the Aircraft will be subject to use by Lyondell, including the leasing, if any, thereof to other of Lyondell’s employees under time sharing arrangements with terms similar to this Agreement. If Employee and another such person lease the Aircraft for the same flight segment, the charges for that segment shall be allocated between or among them on a pro-rata basis and the total charge for the flight shall not exceed the payment described under paragraph 2 hereof.

6. To the extent the amount paid by Employee under paragraph 2 hereof for a flight is less than the amount of income required to be imputed for such flight under the provisions of the Internal Revenue Code of 1986 (and as thereafter amended) applicable to personal use of corporate aircraft, the Employee will be imputed income for said difference.

7. Employee will provide Lyondell with requests for flight time and proposed flight schedules as far in advance of any given flight as possible. Requests for flight time and proposed flight schedules shall be made in compliance with Lyondell's scheduling procedures. In addition to proposed schedules and flight times, Employee shall provide at least the following information for each proposed flight at some time prior to scheduled departure as required by Lyondell or Lyondell's flight crew:

a.	proposed departure point;
b.	destination;
c.	date and time of flight;
d.	the number and name(s) of all anticipated passengers;
e.	the nature and extent of unusual luggage and/or cargo to be carried, if any;
f.	the date and time of a return flight, if any; and
g.	any other information concerning the proposed flight that may be pertinent or

required by Lyondell or Lyondell’s flight crew.

8. Lyondell shall pay all expenses related to the leasing of the Aircraft from CFS and the operation of the Aircraft and shall engage, pay for and provide to Employee a qualified flight crew for each flight undertaken under this Agreement through EJM.

9. Lyondell shall be responsible for contracting for maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, with EJM’s established policies for such managed aircraft and within the sound discretion of the pilot in command. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition which in the pilot’s judgment would compromise the safety of the flight.

10. In accordance with applicable FARs, the flight crew will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Employee specifically agrees that the pilot in command, in the pilot’s sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety. The parties agree that Lyondell shall not be liable for delay or failure to furnish the Aircraft and/or a crew member pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God.

11.      Lyondell and Employee agree with respect to the following indemnification provisions: a. Lyondell hereby indemnifies Employee and agrees to hold harmless Employee

from and against any liabilities, obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, costs, expenses and disbursements (“Losses”) imposed on, incurred by or asserted against Employee arising out of or resulting from the lease, maintenance, repair, possession, use, operation, condition, or other disposition or application of the Aircraft. Lyondell’s obligation to indemnify Employee under this paragraph 11 shall not, however, extend to any Loss (i) resulting from the willful misconduct or gross negligence of Employee, (ii) to the extent such Loss is a direct result of any failure of Employee to comply with any covenants required to be performed or observed by Employee under this Agreement, or (iii) to the extent such Loss is a direct result of any breach by Employee of any of Employee’s warranties or representations contained in this Agreement. b. Employee hereby indemnifies Lyondell and agrees to hold harmless Lyondell from and against any Losses imposed on, incurred by or asserted against Lyondell (i) arising out of or resulting from the willful misconduct or gross negligence of Employee, (ii) to the extent such Loss is a direct result of any failure of Employee to comply with any covenants required to be performed or observed by Employee, or (iii) to the extent such Loss is a direct result of any breach by Employee of any of Employee’s warranties or representations contained in this Agreement. c. Lyondell and Employee agree that in the event either party shall be liable to the other for any reason under this Agreement, that under no circumstances shall the damaged party be entitled to any special or consequential damages, including but not limited to damages for lost profits.

12. The risk of loss during the period when any Aircraft is operated on behalf of Employee under this Agreement shall remain with Lyondell, and Lyondell will retain all rights and benefits with respect to the proceeds payable under policies of hull insurance maintained by Lyondell that

may be payable as a result of any incident or occurrence while an Aircraft is being operated on behalf of Employee under this Agreement. Employee shall be named as an additional insured on liability insurance policies maintained by Lyondell on the Aircraft with respect to flights conducted pursuant to this Agreement. The liability insurance policies on which Employee is named an additional insured shall provide that as to Employee coverage shall not be invalidated or adversely affected by any action or inaction, omission or misrepresentation by Lyondell or any other person (other than Employee). Any hull insurance policies maintained by Lyondell on any Aircraft used by Employee under this Agreement shall include a waiver of any rights of subrogation of the insurers against Employee. Lyondell will provide such additional insurance coverage as Employee shall request or require, provided, however, that the cost of such additional insurance shall be borne by Employee as set forth in paragraph 2 hereof.

13.      Employee warrants that for all use of the Aircraft pursuant to this Agreement: a. Employee will use the Aircraft for and on account of Employee’s own personal

business or pleasure only, and will not use the Aircraft for the purposes of providing transportation for passengers or cargo in air commerce for compensation or hire; b. Employee shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, and Employee shall not attempt to convey, mortgage, assign, lease or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and c. During the term of this Agreement, Employee will abide by and conform (and will cause any passengers in Employee’s party to abide by and conform) to all such laws, governmental and airport orders, rules and regulations, and directives of the pilot in charge as shall from time to time be in effect relating in any way to the operation and use of the Aircraft.

14. For purposes of this Agreement, the permanent base of operations of the Aircraft shall be William P. Hobby Airport, Houston, Texas.

15. Employee hereby acknowledges and agrees that all rights of Employee under this Agreement with respect to the Aircraft are and will be subject and expressly subordinate to the terms and conditions contained in that Aircraft Lease Agreement, dated June 9, 2006, by and between Lyondell and CFS and the rights of CFS contained therein. CFS shall be a third party beneficiary hereof and no amendments hereto may be made without CFS’s prior written consent. Notwithstanding anything to the contrary contained herein, the Agreement shall terminate, or be cancelled, at the option of CFS, upon written notice to Employee upon the occurrence of an Event of Default, as such term is defined in the Aircraft Lease Agreement.

16. Neither this Agreement nor any party's interest herein shall be assignable to any other party except by written agreement, signed by all parties hereto. Notwithstanding the foregoing, this Agreement is recognized as personal to the Employee herein and may not be assigned by Employee by any means. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, representatives, successors and assigns as permitted hereunder.

17. Nothing herein shall be construed to create a partnership, joint venture, franchise, employer-employee relationship, or any relationship of principal and agent.

18. This Agreement constitutes the entire agreement between the parties with respect to the time share of the Aircraft as set forth herein, and there are no representations, warranties,

conditions, covenants, or agreements other than as set forth expressly herein. Any changes or modifications to this Agreement must be in writing and signed by authorized representatives of both parties. This Agreement may be executed in counterparts, which shall, singly or in the aggregate, constitute a fully executed and binding agreement.

19. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (excluding the conflicts of law rules thereof).

20. If any one or more of the provisions of the Agreement shall be held invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision. To the extent permitted by applicable law, the parties hereby waive any provision of law that renders any provision of this Agreement prohibited or unenforceable in any respect.

21. EXCEPT AS PROVIDED IN PARAGRAPH 23, NEITHER LYONDELL (NOR ITS AFFILIATES) MAKES, HAS MADE OR SHALL BE DEEMED TO MAKE OR HAVE MADE, AND LYONDELL (FOR ITSELF AND ITS AFFILIATES) HEREBY DISCLAIMS, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY AIRCRAFT TO BE USED HEREUNDER OR ANY ENGINE OR COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY

PURPOSE, USE OR OPERATION, AIRWORTHINESS, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE.

22. All notices hereunder shall be delivered by hand, e-mail (with subsequent confirmation by another notice means allowed under this Agreement), sent by reputable guaranteed overnight delivery service, or sent by first-class United States mail, certified postage prepaid, return receipt requested. Notice shall be deemed given when delivered or sent in the manner provided herein:

If to Lyondell	If to Employee
Lyondell Chemical Company
1221 McKinney Street, Suite 700	1221 McKinney Street, Suite 700
Houston, Texas 77010	Houston, Texas 77010
Attn: Vice President,
Tax & Real Estate

[The remainder of this page is intentionally blank.]

23. TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 (FORMERLY 91.54) OF THE FEDERAL AVIATION REGULATIONS. a. LYONDELL HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FEDERAL AVIATION REGULATIONS PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET. b. LYONDELL AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, IT SHALL BE RESPONSIBLE FOR “OPERATIONAL CONTROL” OF THE AIRCRAFT, AS SUCH TERM IS DEFINED IN SECTION 1.1 OF THE FEDERAL AVIATION REGULATIONS. c. THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE LOCAL FLIGHT STANDARDS DISTRICT OFFICE. d. LYONDELL FURTHER CERTIFIES THAT IT WILL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO:

Federal Aviation Administration,
Aircraft Registration Branch
ATTN: Technical Section
P. O. BOX 25724
OKLAHOMA CITY, OKLAHOMA, 73125,

WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY FEDERAL AVIATION REGULATIONS SECTION 91.23(c)(1).

IN WITNESS WHEREOF, the parties hereto have caused the signatures of their authorized representatives to be affixed below on the date written opposite their signatures. The persons signing below warrant their authority to sign.

Lyondell Chemical Company	(Lyondell)		(Employee)
By:
Name:		Date:
Title:
Date:

A copy of this Agreement must be carried in the Aircraft while being operated hereunder.

1. Mail a copy of the agreement to the following address via certified mail, return receipt requested, immediately upon execution of the Agreement (14 C.F.R. 91.23 requires that the copy be sent within twenty-four hours after it is signed):

Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
P.O. Box 25724
Oklahoma City, Oklahoma 73125

2. Telephone or fax the nearest Flight Standards District Office at least forty-eight hours prior to the first flight made under this Agreement.

3. Carry a copy of the Agreement in the Aircraft at all times when the Aircraft is being operated under the Agreement.