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                                                                     Exhibit 4.8

                           LYONDELL CHEMICAL COMPANY
                         1999 LONG-TERM INCENTIVE PLAN

                          PERFORMANCE SHARE AGREEMENT
                          1999-2001 PERFORMANCE CYCLE

     Lyondell Chemical Company (the "Company") hereby grants on ___________,
____, ______ (the "Grant Date"), subject to shareholder approval as provided
below, to ________________ (the "Participant"), an employee of the Company,
_________ Target Performance Shares, as defined below, such number being subject
to adjustment as provided in Section 11 of the Lyondell Chemical Company 1999
Long-Term Incentive Plan (the "Plan"), for the 1999-2001 Performance Cycle, as
defined below. This grant of Performance Shares represents the opportunity for
the Participant, over the course of the 1999-2001 Performance Cycle, to earn an
Award Payment, as defined below, depending on the Company's performance and
subject to the following terms and conditions:

          1.  RELATIONSHIP TO PLAN; DEFINITIONS.

          This grant of Performance Shares is subject to all of the terms,
conditions and provisions of the Plan and administrative interpretations
thereunder, if any, which have been adopted by the Committee thereunder and are
in effect on the date hereof, and is subject to the approval of the Plan by the
shareholders of the Company as provided in Section 19 of the Plan. Except as
defined herein, capitalized terms shall have the same meanings ascribed to them
under the Plan.

          For purposes of this Award Agreement, the following definitions apply:

               "1999-2001 Performance Cycle" means the period from January 1,
          1999 to December 31, 2001.

               "Award Opportunity" means the percentage of the Participant's
          Target Performance Shares payable upon the achievement of a
          Performance Goal.  The Award Opportunity for each Performance Goal is
          listed in Section 3(a).

               "Award Payment" means the amount payable pursuant to this Award
          Agreement upon the achievement of a Performance Goal.

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

               (a) Individuals who, as of the date hereof, constitute the entire
          Board of Directors of the Company ("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 the
          Company'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

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          or threatened election contest, as such terms are used in Rule 14a-11
          under the Exchange Act or other actual or threatened solicitation of
          proxies or consents by or on behalf of any Person (as defined below)
          other than the Board;

               (b) The stockholders of the Company shall approve (A) any merger,
          consolidation or recapitalization of the Company (or, if the capital
          stock of the Company is affected, any subsidiary of the Company), 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 the Company (each of the
          foregoing being an "Acquisition Transaction") where (1) the
          shareholders of the Company 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
          the Company, as the case may be (the "Surviving Entity") (or of its
          ultimate parent corporation or other entity, if any), and (b) the
          Combined Voting Power of the then outstanding Voting Securities of the
          Surviving Entity (or of its ultimate parent corporation or other
          entity, if any) 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 (or
          of its ultimate parent corporation or other entity, if any), or
          (B) any plan or proposal for the liquidation or dissolution of the
          Company; or

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

                    (1) Solely as a result of an acquisition of securities by
               the Company 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; or

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

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          provided, further, that if any Person referred to in paragraph (1) or
          (2) of this Subsection (iii) shall thereafter become the beneficial
          owner of any additional Common Shares or other Voting Securities of
          the Company (other than pursuant to a stock split, stock dividend or
          similar transaction), then a Change in Control shall be deemed to have
          occurred for purposes of this Subsection (iii).

               (d) For purposes of this definition:

                   (1) "Affiliate" shall mean, as to a specified Person,
               another Person that directly, or indirectly through one or more
               intermediaries, controls or is controlled by, or is under common
               control with, the specified Person, within the meaning of such
               terms as used in Rule 405 under the Securities Act of 1933, as
               amended, or any successor rule.

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

                   (3) "LCR" shall mean LYONDELL-CITGO Refining Company Ltd.
               (from and after January 1, 1999, LYONDELL-CITGO Refining LP), a
               Limited Liability Company organized under the laws of the State
               of Texas.

                   (4) "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 the Company or LCR, any of their subsidiaries,
               any employee benefit plan of the Company or LCR or any of their
               majority-owned subsidiaries or any entity organized, appointed or
               established by the Company, LCR or such subsidiaries for or
               pursuant to the terms of any such plan.

                   (5) "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.

               "Disability" means a permanent and total disability as defined in
          the Company's Executive Long-Term Disability Plan.

               "Maximum Performance" means TSR Ranking which is considered to be

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          outstanding performance.  The Maximum Performance level is established
          in Section 2(a).

               "Peer Group" means, as of the end of the 1999-2001 Performance
          Cycle, the companies that comprise the S&P Chemicals Index and the S&P
          Mid-Cap Chemicals Index and that were also members of those indexes as
          of the first day of the 1999-2001 Performance Cycle, or such other
          group of companies as selected by the Committee in its discretion.

               "Payment Date" means the date on which the Award Payment is made
          to the Participant.

               "Retirement" means a termination of employment initiated
          voluntarily by the Participant (i) on or after age 65 or (ii) on or
          after age 55 with 10 years of participation service as credited under
          the Company's qualified defined benefit pension plan.

               "Target Performance" means the expected TSR Ranking for the 1999-
          2001 Performance Cycle.  The Target Performance level is established
          in Section 2(b).

               "Target Performance Shares" means the number of Performance
          Shares that the Participant may earn during the 1999-2001 Performance
          Period if the Company achieves Target Performance.

               "Threshold Performance" means a TSR Ranking considered to be the
          minimum acceptable performance for payment of a Performance Award.
          The Threshold Performance level is established in Section 2(c).

               "Total Shareholder Return" means the change in the market price
          of the Common Stock of the Company plus dividend yield, measured over
          the course of the 1999-2001 Performance Cycle.

               "TSR Ranking" means the relative performance of the Company's
          Total Shareholder Return as compared to the Peer Group, expressed as a
          percentile ranking.

          2.  PERFORMANCE GOALS

          The Performance Goals for the 1999-2001 Performance Cycle are:

          (a) Maximum Performance means a TSR Ranking of at least 80th
     percentile.

          (b) Target Performance means a TSR Ranking of at least 50th
     percentile.

          (c) Threshold Performance means a TSR Ranking of at least 30th
     percentile.

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          3.  AWARD OPPORTUNITY

          (a) The following chart shows the number of Performance Shares
     payable, as a percentage of the Target Performance Shares granted, for each
     level of performance over the 1999-2001 Performance Cycle:

------------------------------------------------------------------------------
   PERFORMANCE LEVEL                      % OF TARGET LEVEL OF PERFORMANCE
                                                      SHARES EARNED
------------------------------------------------------------------------------
Maximum Performance                                        200%
------------------------------------------------------------------------------
  Target Performance                                       100%
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Threshold Performance                                       20%
------------------------------------------------------------------------------
   Below Threshold                                           0%
    Performance
------------------------------------------------------------------------------

          (b) The Award Opportunity for a TSR Ranking between Threshold
     Performance and Target Performance, or between Target Performance and
     Maximum Performance, shall be determined by interpolation between the
     values listed in the chart in Section 3(a). However, in no event shall the
     amount potentially payable to the Participant exceed, as a percentage of a
     Participant's Target Performance Shares, the Award Opportunity for Maximum
     Performance as listed in Section 3(a)

          (c) The Award Payment will be equal to the product of (i) the number
     of Performance Shares earned as determined pursuant to Sections 3(a) and
     3(b) and (ii) the average Fair Market Value of a share of Common Stock for
     the five trading days preceding the Payment Date.

          4.  PAYMENT OF AWARDS

          (a) Payment of Awards. The Committee has sole and absolute authority
     and discretion to determine the level of Performance Goal achieved. The
     determination of the Committee, which shall be binding and conclusive on
     the Participant, shall be communicated in writing to the Participant.
     Notwithstanding anything in this Plan to the contrary, the Participant
     shall not be entitled to a Performance Award unless and until the Committee
     determines that the Performance Goals to which such Performance Award
     relates have been satisfied.

          (b) Form of Payment. The Award Payment will be paid, in the sole
     discretion of the Committee, in cash or shares of Common Stock, or in any
     combination of cash and shares of Common Stock.

          (c) Timing of Payment. The Award Payment will be paid as soon as
     practicable after the close of the 1999-2001 Performance Cycle, upon the
     Committee's determination, in writing, that the Performance Goals have been
     satisfied and subject to the remaining provisions of this Section 4. The
     date of the payment is the "Payment

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     Date" for purposes of this Award Agreement.

          (d) Adjustments. The Committee may not retroactively change any
     Performance Goals, except as and to the extent determined by the Committee
     in the event of changes in accounting practices or extraordinary or
     unanticipated circumstances, which could have a material effect on the
     achievement of the Performance Goals.  However, in no event may the
     Committee increase the Award Opportunity (as a percentage of the Target
     Performance Shares) associated with Maximum Performance.

          (e) Termination, Death or Disability: Award Payments will be paid only
     if the Participant is actually an Employee on the Payment Date, except as
     indicated below and in Section 5.

          (i) If the Participant's employment terminates for cause (as
     determined by the Committee) or is terminated by the Participant not under
     circumstances described in Subparagraph (e)(ii) or (iii) prior to the
     Payment Date, the Participant shall forfeit any and all rights to payment
     under this Award Agreement.

              (ii)  If the Participant's employment terminates due to death,
                    Disability or Retirement, or by the Company without cause
                    (as determined by the Committee), prior to the end of the
                    1999-2001 Performance Cycle, the Participant will be paid a
                    pro-rata portion of the Award Payment based on the number of
                    days of the 1999-2001 Performance Cycle that the Participant
                    was an employee.  Such prorated payment will be made at the
                    time and in the form that all payments are normally made to
                    all other Participants under the Plan.

              (iii) If the Participant's employment terminates due to death,
                    Disability or Retirement, or by the Company without cause,
                    (as determined by the Committee), after the end of the 1999-
                    2001 Performance Cycle but prior to the Payment Date, the
                    Participant will receive the full amount of Award Payment to
                    which the Participant would otherwise be entitled.  Such
                    payment shall be made at the time and in the form that all
                    payments are normally made to all other Participants under
                    the Plan.

               (iv) If the Participant's employment terminates because of death,
                    the Participant's beneficiary or beneficiaries, designated
                    by the Participant for purposes of this Award Agreement in
                    the manner prescribed by the Committee, or if there is no
                    such designation, under the Company's Group Life Insurance
                    Plan, or in the absence of any such beneficiary, the
                    Participant's surviving spouse, or if there is no surviving
                    spouse, the personal representative of such Participant's
                    estate, shall be entitled to receive the Performance Award
                    to which the Participant was entitled under this Section
                    4(e).

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               (v)  Notwithstanding any provision in this Section 4 or any other
                    provision of the Plan to the contrary, for purposes of
                    determining whether the Participant has terminated
                    employment hereunder, "employment" means employment as an
                    Employee with the Company or any Subsidiary.  Neither the
                    transfer of the Participant from employment by the Company
                    to employment by any Subsidiary, the transfer of the
                    Participant from employment by any Subsidiary to employment
                    by the Company, nor the transfer of the Participant between
                    Subsidiaries shall be deemed to be a termination of
                    employment of the Participant.  Moreover, the employment of
                    the Participant shall not be deemed to have been terminated
                    because of the Participant's absence from active employment
                    on account of temporary illness or during authorized
                    vacation or during temporary leaves of absence, granted by
                    the Company or a Subsidiary for reasons of professional
                    advancement, education, health or government service, or
                    during military leave for any period if the Participant
                    returns to active employment within 90 days after the
                    termination of his military leave, or during any period
                    required to be treated as a leave of absence by virtue of
                    any valid law or agreement.

          5.  CHANGE IN CONTROL.  Upon the occurrence of a Change in Control
prior to the end of the 1999-2001 Performance Cycle, an Award Payment shall be
payable to the Participant as if the date of the Change in Control was the end
of the 1999-2001 Performance Cycle and the Target Performance level had been
reached as of that date.  Payment of the Award Payment under this section shall
be within 60 days after the date of the Change in Control.  Notwithstanding the
foregoing, unless otherwise provided by the Company pursuant to a separate
written agreement or plan covering the Participant, to the extent the
Participant would be subject to the excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), on the amounts above and
such other amounts or benefits the Participant receives from the Company, any
person whose actions result in a change of ownership covered by Section
280G(b)(2) of the Code or any person affiliated with the Company or such person,
required to be included in the calculation of parachute payments for purposes of
Sections 280G and 4999 of the Code, the amounts provided under this Agreement
shall be automatically reduced to an amount one dollar less than that, when
combined with such other amounts, would subject the Participant to such excise
tax.

          6.  ASSIGNMENT OF AWARD. The Participant's rights under the Plan and
this Award Agreement are personal; no assignment or transfer of the
Participant's rights under and interest in this Award Agreement may be made by
the Participant other than pursuant to a marital settlement agreement or similar
domestic relations agreement, decree or order.  Any attempted assignment or
transfer in violation of this Section shall be null and void.

          7.  WITHHOLDING.  No cash payments and no certificates representing
shares of Common Stock awarded hereunder shall be delivered to or in respect of
the Participant unless the amount of all federal, state and other governmental
withholding tax requirements imposed

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upon the Company with respect to the payment or the issuance of such shares of
Common Stock has been remitted to the Company or unless provisions to pay such
withholding requirements have been made to the satisfaction of the Committee.
The Committee may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with this
Award Agreement. The Participant may pay all or any portion of the taxes
required to be withheld by the Company or paid by the Participant in connection
with this Award Agreement by delivering cash, or by electing to have the Company
withhold shares of Common Stock, or by delivering previously owned shares of
Common Stock, having a Fair Market Value determined in accordance with the Plan
equal to the amount required to be withheld or paid. The Participant must make
the foregoing election on or before the date that the amount of tax to be
withheld is determined.

          8.  SHAREHOLDER RIGHTS.  The Participant shall have no rights of a
shareholder with respect to shares of Common Stock potentially deliverable
pursuant to this Award Agreement unless and until such time as the ownership of
such shares of Common Stock has been transferred to the Participant.

          9.  SUCCESSORS AND ASSIGNS.  This Award Agreement shall bind and inure
to the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Award Agreement except to the extent and in the manner
expressly permitted herein.

          10. NO EMPLOYMENT GUARANTEED.  No provision of this Award Agreement
shall confer any right upon the Participant to continued employment with the
Company or any Subsidiary.

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          11.  GOVERNING LAW.  This Award Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Texas.


                              LYONDELL CHEMICAL COMPANY



Dated________________         By______________________________________
                              Name:___________________________________
                              Title:__________________________________


          The Participant hereby accepts the foregoing Award Agreement, subject
to the terms and provisions of the Plan and administrative interpretations
thereof referred to above.


__________________________________             ____________________
Participant's Signature                        Date

__________________________________
Participant's Address

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