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                                                                    EXHIBIT 10.9


                            TAX PROTECTION AGREEMENT


                  This AGREEMENT (the "Agreement") by and between Southdown,
Inc., a Louisiana corporation (the "Company"), and ____________________ (the
"Executive"), dated as of the ____ day of _______________________, 1999 and to
be effective as of the date hereof (as defined herein).

                  In entering into this Agreement, the Company intends that the
compensation and benefits payable or provided to or in respect of Executive not
be adversely impacted by certain excise taxes imposed under the Internal Revenue
Code in connection with any change in control of the Company, the Company has
determined to enter into the following Agreement providing for tax protection
payments to be made to or in respect of Executive.

                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

                  1.       Certain Additional Payments by the Company.

         (1)      In the event it shall be determined that any payment or
                  distribution to or for the benefit of the Executive (whether
                  paid or payable or distributed or distributable pursuant to
                  the terms of this Agreement or otherwise, but determined
                  without regard to any additional payments required under this
                  Section 1 (a "Payment")) is subject to the excise tax imposed
                  by Section 4999 of the Code or any interest or penalties are
                  incurred by the Executive with respect to such excise tax
                  (such excise tax, together with any such interest and
                  penalties, are hereinafter collectively referred to as the
                  "Excise Tax"), then the Executive shall be entitled to receive
                  an additional payment (a "Gross-Up Payment") from the Company
                  in an amount such that after payment by the Executive of all
                  taxes (including any interest or penalties imposed with
                  respect to such taxes), including, without limitation, any
                  income taxes (and any interest and penalties imposed with
                  respect thereto) and Excise Tax imposed upon the Gross-Up
                  Payment, the Executive retains an amount of the Gross-Up
                  Payment equal to the Excise Tax imposed upon the Payments. For
                  purposes of computing the Gross-Up Payment, all amounts paid
                  as Gross-Up Payments shall be presumed to be taxable to
                  Executive at the maximum marginal rates.

         (2)      Subject to the provisions of Section 1(c), all determinations
                  required to be made under this Section 1, including whether
                  and when Gross-Up Payment is required and the amount of such
                  Gross-Up Payment and the assumptions to be utilized in
                  arriving at such determination, shall be made by Deloitte &
                  Touche LLP (the "Accounting Firm"); provided, however, that
                  the Accounting Firm shall not determine that no Excise Tax is
                  payable by the Executive unless it delivers to the Executive a
                  written opinion (the "Accounting Opinion") that it is more
                  likely than not that no Excise Tax is so payable or unless the
                  Company provides an opinion to such effect from another "big
                  five" accounting firm reasonably acceptable to the Executive
                  and the Company (the "Alternate Firm"). In the event that the
                  Accounting Firm (or any affiliate thereto) has served, at any
                  time during the two years immediately preceding a change



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                  in control of the Company, as accountant or auditor or
                  consultant for the individual, entity or group that is
                  involved in effecting or has any material interest in the
                  change in control of the Company, the Executive shall appoint
                  another nationally recognized accounting firm to make the
                  determinations and perform the other functions specified in
                  this Section 1 (which accounting firm shall then be referred
                  to as the Accounting Firm hereunder). All fees and expenses of
                  the Accounting Firm shall be borne equally by the Company and
                  the Executive. Within 15 business days of the receipt of
                  notice from the Executive that there has been a Payment, or
                  such earlier time as is requested by the Company, the
                  Accounting Firm shall make all determinations required under
                  this Section 1, shall provide to the Company and the Executive
                  a written report setting forth such determinations, together
                  with detailed supporting calculations, and, if the Accounting
                  Firm determines that no Excise Tax is payable, shall deliver
                  the Accounting Opinion to the Executive and the Company. In
                  the event the Accounting Firm is unable to provide the
                  Accounting Opinion within such 15-day period, the Alternate
                  Firm shall have 15 days from the date such Firm is selected to
                  deliver its opinion to Executive and the Company. Any Gross-Up
                  Payment, as determined pursuant to this Section 1, shall be
                  paid by the Company to the Executive within five days of the
                  receipt of the Accounting Firm's determination, provided that,
                  if the Company requests an opinion from an Alternate Firm, the
                  Gross-Up Payment shall be made five days after the expiration
                  of the period permitted for delivery, if no such opinion is
                  delivered. Subject to the remainder of this Section 1, any
                  determination by the Accounting Firm shall be binding upon the
                  Company and the Executive. As a result of the uncertainty in
                  the application of Section 4999 of the Code at the time of the
                  initial determination by the Accounting Firm hereunder, it is
                  possible that Gross-Up Payments which will not have been made
                  by the Company should have been made ("Underpayment"),
                  consistent with the calculations required to be made
                  hereunder. In the event that it is ultimately determined in
                  accordance with the procedures set forth in Section 1(c) that
                  the Executive is required to make a payment of any Excise Tax,
                  the Accounting Firm shall determine the amount of the
                  Underpayment that has occurred and any such Underpayment shall
                  be promptly paid by the Company to or for the benefit of the
                  Executive.

         (3)      The Executive shall notify the Company in writing of any
                  claims by the Internal Revenue Service that, if successful,
                  would require the payment by the Company of the Gross-Up
                  Payment. Such notification shall be given as soon as
                  practicable but no later than 30 days after the Executive
                  actually receives notice in writing of such claim and shall
                  apprise the Company of the nature of such claim and the date
                  on which such claim is requested to be paid; provided,
                  however, that the failure of the Executive to notify the
                  Company of such claim (or to provide any required information
                  with respect thereto) shall not affect any rights granted to
                  the Executive under this Section 1 except to the extent that
                  the Company is materially prejudiced in the defense of such
                  claim as a direct result of such failure. The Executive shall
                  not pay such claim prior to the expiration of the 30-day
                  period following the date on which he gives such notice to the
                  Company (or such shorter period ending on the date that any
                  payment of taxes with respect to such claim is due). If the
                  Company notifies



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                  the Executive in writing prior to the expiration of such
                  period that it desires to contest such claim, the Executive
                  shall:

                  (1) give the Company any information reasonably requested by
         the Company relating to such claim;

                  (2) take such action in connection with contesting such claim
         as the Company shall reasonably request in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney selected by the Company and
         reasonably acceptable to the Executive;

                  (3) cooperate with the Company in good faith in order
         effectively to contest such claim; and

                  (4) if the Company elects not to assume and control the
         defense of such claim, permit the Company to participate in any
         proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 1(c), the Company shall have the right, at its sole option, to
assume the defense of and control all proceedings in connection with such
contest, in which case it may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim, and may either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further
provided, that any extension of the statute of limitations relating to payment
of taxes for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's right to assume the defense of and control
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

         (4)      If, after the receipt by the Executive of an amount advanced
                  by the Company pursuant to Section 1(c) the Executive becomes
                  entitled to receive any refund with respect to such claim, the
                  Executive shall (subject to the Company's complying with the
                  requirements of Section 1(c)) promptly pay to the Company the
                  amount of such refund (together with an amount, including any
                  interest paid or credited thereon, after



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                  taxes applicable thereto in order to place Executive in the
                  appropriate after tax position). If, after the receipt by the
                  Executive of an amount advanced by the Company pursuant to
                  Section 1(c) a determination is made that the Executive shall
                  not be entitled to any refund with respect to such claim, and
                  the Company does not notify the Executive in writing of its
                  intent to contest such denial of refund prior to the
                  expiration of 30 days after such determination, then such
                  advance shall be forgiven and shall not be required to be
                  repaid and the amount of such advance shall offset, to the
                  extent thereof, the amount of Gross-Up Payment required to be
                  paid.

                  2.       Successors.

         (1)      This Agreement is personal to the Executive and without the
                  prior written consent of the Company shall not be assignable
                  by the Executive otherwise than by will or the laws of descent
                  and distribution. This Agreement shall inure to the benefit of
                  and be enforceable by the Executive's heirs, executors and
                  other legal representatives.

         (2)      This Agreement shall inure to the benefit of and be binding
                  upon the Company and may only be assigned to a successor
                  described in Section 2(c).

         (3)      The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company to assume expressly and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Company would be required to perform it if no such succession
                  had taken place. As used in this Agreement, "Company" shall
                  mean the Company as hereinbefore defined and any successor to
                  its business and/or assets as aforesaid which assumes and
                  agrees to perform this Agreement by operation of law, or
                  otherwise.

                  3.       Miscellaneous.

         (1)      This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Texas, without
                  reference to principles of conflict of laws that would require
                  the application of the laws of any other state or
                  jurisdiction.

         (2)      The captions of this Agreement are not part of the provisions
                  hereof and shall have no force or effect.

         (3)      This Agreement may not be amended or modified otherwise than
                  by a written agreement executed by the parties hereto or their
                  respective successors and heirs, executors and other legal
                  representatives.

         (4)      All notices and other communications hereunder shall be in
                  writing and shall be given, if by the Executive to the
                  Company, by telecopy or facsimile transmission at the
                  telecommunications number set forth below and, if by either
                  the Company or the Executive, either by hand delivery to the
                  other party or by registered or certified mail, return receipt
                  requested, postage prepaid, addressed as follows:



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                  If to the Executive:

                  -----------------------

                  -----------------------

                  -----------------------

                  If to the Company:

                  Southdown, Inc.
                  1200 Smith Street
                  Suite 2400
                  Houston, TX  77002
                  Attention:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (5)      The invalidity or unenforceability of any provision of this
                  Agreement shall not affect the validity or enforceability of
                  any other provision of this Agreement.

         (6)      The Executive's or the Company's failure to insist upon strict
                  compliance with any provision hereof or any other provision of
                  this Agreement or the failure to assert any right the
                  Executive or the Company may have hereunder shall not be
                  deemed to be a waiver of such provision or right or any other
                  provision or right of this Agreement.

                  IN WITNESS WHEREOF, the Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                            SOUTHDOWN, INC.


                                            By:
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