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The following is an excerpt from a 10-K SEC Filing, filed by MILLENNIUM CHEMICALS INC on 3/12/2004.
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MILLENNIUM CHEMICALS INC - 10-K - 20040312 - EXHIBIT_10

Exhibit 10.20(e)

Millennium Chemicals Inc.
2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement

U.S. Award Agreement for Non - Employee Directors

Dear :

Congratulations on your selection as a Participant in the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (the "Plan").

This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms of this Award Agreement.

Overview of Your Restricted Stock Grant

1. "Number of Restricted Shares Granted":

2. "Date of Grant":

3. "Lapse of Restriction Date(s)": The Restricted Stock shall vest in accordance with the following:

(a) One third of your Restricted Stock (expressed in whole shares) will vest on the New York Stock Exchange's ("NYSE") first trading day of January, 2005. The second one third will vest on the NYSE's first trading day of January, 2006 and the final one third, plus any partial share remaining, will vest on the NYSE's first trading day of January, 2007, provided you have continued to serve as a Director of the Company and/or its Subsidiaries through such date.

(b) All restrictions shall lapse and the Restricted Stock shall become one hundred percent (100%) vested upon the termination of your directorship due to death or Disability; provided that you have continued as a Director of the Company and/or its Subsidiaries through such event.

4. Termination of Employment for Other Reasons. In the event that you terminate directorship with the Company and/or its Subsidiaries for any reason other than those reasons set forth in Paragraph 3, all of the unvested Shares of Restricted Stock you hold at the time you terminate your directorship, and any dividends and other distributions paid with respect to the unvested


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Shares of Restricted Stock, shall be forfeited to the Company; provided, however, that in the event of a termination of your directorship, the Board, in its sole discretion, may waive such automatic forfeiture provision as it deems appropriate.

5. Restricted Stock Certificates: Upon the effectiveness of this Agreement, the Restricted Stock will constitute issued and outstanding shares of Common Stock for all corporate purposes. Your Restricted Stock certificates will not be delivered to you until the restrictions on such Restricted Stock have expired and all other vesting requirements with respect thereto have been fulfilled. The Company (or its agent) will retain custody of any certificates representing the Restricted Stock during the applicable restriction period. Alternatively, the Company may issue the Restricted Stock in the form of uncertificated shares as provided in Section 158 of the Delaware General Corporation Law.

6. Certificate Legend: Each certificate representing Shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:

"The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan, any administration rules adopted pursuant to such plan, and a Restricted Stock Award Agreement dated ___________. A copy of the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan, such rules, and such Restricted Stock Award Agreement may be obtained from the Senior Vice President - Human Resources of Millennium Chemicals Inc."

7. Removal of Restrictions: Except as may otherwise be provided herein and in the Plan, the Restricted Stock awarded pursuant to this Award Agreement shall become freely transferable upon the Lapse of Restriction Date(s) (and as applicable, the lapse of restrictions as set forth in Paragraph 9) set forth in this Award Agreement. Once the Restricted Stock is no longer subject to any restrictions, you shall be entitled to have the legend required by Paragraph 6 of this Award Agreement removed from your stock certificates. After the Restricted Stock is no longer subject to any restrictions, the Company will deliver the stock certificates to you.

8. Voting Rights and Dividends. During the Period of Restriction, subject to any limitations provided in the Plan or this Agreement, you may exercise full voting rights with respect to the Shares of Restricted Stock, with the exceptions that (i) all dividends and other distributions paid with respect to the Shares of Restricted Stock shall be deferred until, and paid upon, the Lapse of Restriction Date(s) hereunder; (ii) no dividends or other distributions paid with respect to the Shares of Restricted Stock shall bear interest or be segregated in a separate account; (iii) if any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability as are the Shares of Restricted Stock with respect to which they were paid; and (iv) you may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Stock before the Lapse of Restriction Date(s).

9. Change in Control: In the event of a Change in Control, all restrictions on the transferability of outstanding awards of Restricted Stock as set forth in this Award Agreement shall immediately


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lapse, and thereafter such Shares shall be freely transferable, subject to applicable federal and state securities laws. In addition, any deferred dividends or other distributions paid with respect to the Shares of Restricted Stock, will be paid to you.

10. Nontransferability. During the Period of Restriction, Restricted Stock awarded pursuant to this Award Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated ("Transfer"), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Restricted Stock is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock, your right to such Restricted Stock shall be immediately forfeited to the Company, and this Award Agreement shall lapse.

11. Requirements of Law: The granting of Restricted Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

12. Inability to Obtain Authorization: The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

13. Tax Withholding: The Company shall have the power and the right to deduct or withhold, or require you or your beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Award Agreement.

14. Share Withholding: With respect to withholding required upon any other taxable event arising as a result of awards granted hereunder, you may elect, subject to the approval of the Board, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction. All such elections shall be irrevocable, made in writing, signed, and shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate.

15. Administration: This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Board may adopt for administration of the Plan. It is expressly understood that the Board is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon you, the Participant.

16. Amendment to the Plan: The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect your rights to vested Restricted Stock or Shares under this Award Agreement, without your written approval.


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17. Successor: All obligations of the Company under the Plan and this Award Agreement, with respect to the Restricted Stock, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

18. Applicable Laws and Consent to Jurisdiction: The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Award Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the State of Delaware.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and effective as of this ___ day of March 2004.

MILLENNUM CHEMICALS INC.

By:

Title:


Director


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Exhibit 10.20(f)

Millennium Chemicals Inc.
2001 Omnibus Incentive Compensation Plan Performance Unit Award Agreement

International Award Agreement for Officers and Key Employees - Performance Units

Dear :

Congratulations on your selection as a Participant in the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (the "Plan").

This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms of this Award Agreement.

Overview of Your Performance Unit Grant

1. "Number of Performance Units Granted":

2. "Date of Grant":
3. "Lapse of Restriction Date(s)": The Performance Units shall vest in accordance with the following:

(a) One third of your Performance Units (expressed in whole numbers) will vest on the New York Stock Exchange's ("NYSE") first trading day of January, 2005. The second one third will vest on the NYSE's first trading day of January, 2006 and the final one third, plus any partial share remaining, will vest on the NYSE's first trading day of January, 2007, provided you have continued in the employment of the Company and/or its Subsidiaries through such date.

(b) All restrictions shall lapse and the Performance Units shall become one hundred percent (100%) vested upon your termination of employment due to death, Disability, or Retirement; defined as either (i) age 50 with 15 years of eligible service; or (ii) age 55 with ten years of eligible service; provided that you have continued in the employment of the Company and/or its Subsidiaries through such event.

4. Termination of Employment for Other Reasons. In the event that you terminate employment with the Company and/or its Subsidiaries for any reason other than those reasons set forth in


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Paragraph 3 or in the event that the Company and/or its Subsidiaries terminates your employment for any reason, all of the unvested Performance Units you hold at the time of your employment termination and any dividend and other distributions paid with respect to the unvested Performance Units, shall be forfeited to the Company; provided, however, that in the event of a termination of your employment, either the Board or the Committee, in their sole discretion, may waive such automatic forfeiture provision as it deems appropriate.

5. Payment of Performance Units: You shall be entitled to receive an equal number of shares of Company stock for Performance Units whose restrictions have lapsed pursuant to Paragraphs 1 and 8 herein. You will receive the number of Shares equal to the number of vested Performance Units and you will be issued stock certificates for the Shares.

6. Dividends: In the event that dividends or other distributions are paid with respect to the Performance Units during the Period of Restriction, such dividends shall be deferred until, and paid upon, the Lapse of Restriction Date(s), hereunder. No dividends or other distributions paid with respect to Performance Units during the Period of Restriction shall bear interest or be maintained in a segregated account. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability as are the Performance Units in respect of which they were paid.

7. Right as Stockholder: You shall not have voting or any other rights as a stockholder of the Company with respect to Performance Units. You will obtain full voting and other rights as a stockholder of the Company upon the settlement of Performance Units in Shares of Company stock.

8. Change in Control: In the event of a Change in Control of the Company, any restrictions on outstanding Performance Units as set forth in this Award Agreement (including those received pursuant to Paragraph 6) shall immediately lapse. The value of such Performance Units shall be paid to you in Shares of Company stock within thirty (30) days of the effective date of the Change in Control. Such Shares shall be freely transferable, subject to any applicable security laws. In addition, any deferred dividends or other distributions paid with respect to the Performance Units, will be paid to you.

9. Nontransferability: During the Period of Restriction, Performance Units awarded pursuant to this Award Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated ("Transfer") other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Performance Units is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Performance Units, your right to such Performance Units shall be immediately forfeited to the Company, and this Award Agreement shall lapse.

10. Requirements of Law: The granting of Performance Units under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

11. Tax Withholding: Regardless of any action the Company and/or its Subsidiaries takes with respect to any or all tax withholding (including social insurance contribution obligations, if any),


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you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that your beneficiary) and that the Company and/or its Subsidiaries: (a) make no representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of your grant, including the grant, or vesting of the Performance Units, the subsequent sale of Shares and the receipt of any dividends; and
(b) do not commit to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate your (or you beneficiary's) liability for such tax.

12. Stock Withholding: With respect to withholding required upon any taxable event arising as a result of Performance Units granted hereunder, the Company and/or its Subsidiaries, unless notified otherwise by you in writing within thirty (30) days prior to the taxable event, will satisfy the tax withholding (including social insurance contribution obligations, if any) requirement by withholding Shares having a Fair Market Value equal to the total minimum statutory tax required to be withheld on the transaction. You agree to pay to the Company and/or its Subsidiaries any amount of tax that the Company and/or its Subsidiaries may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described.

13. Administration: This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon you, the Participant.

14. Continuation of Employment: This Award Agreement shall not confer upon you any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor shall this Award Agreement interfere in any way with the Company's, its Affiliates', and/or its Subsidiaries' right to terminate your employment at any time.

15. Amendment to the Plan: The Plan is discretionary in nature and the Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect your rights to vested Performance Units or Shares under this Award Agreement, without your written approval.

16. Successor: All obligations of the Company under the Plan and this Award Agreement, with respect to the Performance Units, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

17. Severability: The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

18. No Right to Future Grants; No Right of Employment; Extraordinary Item: In accepting the grant, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Award Agreement; (b) the grant of the Performance Units


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is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the Performance Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, its Affiliates and/or Subsidiaries, and which is outside the scope of your employment contract, if any; (f) the Performance Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(g) in the event that you are an employee of an Affiliate or Subsidiary of the Company, the grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment contract with the Affiliate or Subsidiary that is your employer; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages arises from forfeiture or termination of the Performance Units or diminution in value of the Performance Units or the Shares and you irrevocably release the Company, its Affiliates and/or its Subsidiaries from any such claim that may arise; and (j) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of your employment, your right to receive Performance Units and vest in Performance Units under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment, your right to vest in the Performance Units after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law.

19. Employee Data Privacy: You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, the Company, its Affiliates and its Subsidiaries ("the Company Group") for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company Group holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares of stock or directorships held in the Company, details of all Performance Units or any other entitlement to Shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan ("Data"). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient's country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a


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broker or other third party with whom you may elect to deposit any Shares acquired. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

20. Applicable Laws and Consent to Jurisdiction: The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Award Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the State of Delaware.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and effective as of this ___ day of March 2004.

MILLENNUM CHEMICALS INC.

By:

Title:


Employee


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Exhibit 10.20(g)

Millennium Chemicals Inc.
2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement

International Award Agreement for Officers and Key Employees

Dear :

Congratulations on your selection as a Participant in the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (the "Plan").

This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms of this Award Agreement.

Overview of Your Restricted Stock Grant

1. "Number of Restricted Shares Granted":

2. "Date of Grant":

3. "Lapse of Restriction Date(s)": The Restricted Stock shall vest in accordance with the following:

(a) One third of your Restricted Stock (expressed in whole shares) will vest on the New York Stock Exchange's ("NYSE") first trading day of January, 2005. The second one third will vest on the NYSE's first trading day of January, 2006 and the final one third, plus any partial share remaining, will vest on the NYSE's first trading day of January, 2007, provided you have continued in the employment of the Company and/or its Subsidiaries through such date.

(b) All restrictions shall lapse and the Restricted Stock shall become one hundred percent (100%) vested upon your termination of employment due to death, Disability, or Retirement; defined as either (i) age 50 with 15 years of eligible service; or (ii) age 55 with ten years of eligible service; provided that you have continued in the employment of the Company and/or its Subsidiaries through such event.

4. Termination of Employment for Other Reasons. In the event that you terminate employment with the Company and/or its Subsidiaries for any reason other than those reasons set forth in Paragraph 3 or in the event that the Company and/or its Subsidiaries terminates your employment


1

for any reason, all of the unvested Shares of Restricted Stock you hold at the time of your employment termination, and any dividends and other distributions paid with respect to the unvested Shares of Restricted Stock, shall be forfeited to the Company; provided, however, that in the event of a termination of your employment, either the Board or the Committee, in their sole discretion, may waive such automatic forfeiture provision as it deems appropriate.

5. Restricted Stock Certificates: Upon the effectiveness of this Agreement, the Restricted Stock will constitute issued and outstanding shares of Common Stock for all corporate purposes. Your Restricted Stock certificates will not be delivered to you until the restrictions on such Restricted Stock have expired and all other vesting requirements with respect thereto have been fulfilled. The Company (or its agent) will retain custody of any certificates representing the Restricted Stock during the applicable restriction period. Alternatively, the Company may issue the Restricted Stock in the form of uncertificated shares as provided in Section 158 of the Delaware General Corporation Law.

6. Certificate Legend: Each certificate representing Shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:

"The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan, any administration rules adopted pursuant to such plan, and a Restricted Stock Award Agreement dated ___________. A copy of the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan, such rules, and such Restricted Stock Award Agreement may be obtained from the Senior Vice President - Human Resources of Millennium Chemicals Inc."

7. Removal of Restrictions: Except as may otherwise be provided herein and in the Plan, the Restricted Stock awarded pursuant to this Award Agreement shall become freely transferable upon the Lapse of Restriction Date(s) (and as applicable, the lapse of restrictions as set forth in Paragraph 9) set forth in this Award Agreement. Once the Restricted Stock is no longer subject to any restrictions, you shall be entitled to have the legend required by Paragraph 6 of this Award Agreement removed from your stock certificates. After the Restricted Stock is no longer subject to any restrictions, the Company will deliver the stock certificates to you.

8. Voting Rights and Dividends. During the Period of Restriction, subject to any limitations provided in the Plan or this Agreement, you may exercise full voting rights with respect to the Shares of Restricted Stock, with the exceptions that (i) all dividends and other distributions paid with respect to the Shares of Restricted Stock shall be deferred until, and paid upon, the Lapse of Restriction Date(s) hereunder; (ii) no dividends or other distributions paid with respect to the Shares of Restricted Stock shall bear interest or be segregated in a separate account; (iii) if any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability as are the Shares of Restricted Stock with respect to which they were paid; and (iv) you may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Stock before the Lapse of Restriction Date(s).


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9. Change in Control: In the event of a Change in Control, all restrictions on the transferability of outstanding awards of Restricted Stock as set forth in this Award Agreement shall immediately lapse, and thereafter such Shares shall be freely transferable, subject to applicable federal and state securities laws. In addition, any deferred dividends or other distributions paid with respect to the Shares of Restricted Stock, will be paid to you.

10. Nontransferability. During the Period of Restriction, Restricted Stock awarded pursuant to this Award Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated ("Transfer"), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Restricted Stock is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock, your right to such Restricted Stock shall be immediately forfeited to the Company, and this Award Agreement shall lapse.

11. Requirements of Law: The granting of Restricted Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

12. Inability to Obtain Authorization: The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

13. Tax Withholding: The Company shall have the power and the right to deduct or withhold, or require you or your beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Award Agreement.

14. Share Withholding: With respect to withholding required upon any other taxable event arising as a result of awards granted hereunder, you may elect, subject to the approval of the Committee or the Board, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction. All such elections shall be irrevocable, made in writing, signed, and shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate.

15. Administration: This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon you, the Participant.

16. Continuation of Employment: This Award Agreement shall not confer upon you any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor shall this


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Award Agreement interfere in any way with the Company's, its Affiliates', and/or its Subsidiaries' right to terminate your employment at any time.

17. Amendment to the Plan: The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect your rights to vested Restricted Stock or Shares under this Award Agreement, without your written approval.

18. Successor: All obligations of the Company under the Plan and this Award Agreement, with respect to the Restricted Stock, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

19. Applicable Laws and Consent to Jurisdiction: The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Award Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the State of Delaware.

20. No Right to Future Grants; No Right of Employment; Extraordinary Item: In accepting the grant, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Award Agreement; (b) the grant of the Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of Restricted Stock, even if Restricted Stock has been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the Restricted Stock are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, its Affiliates and/or Subsidiaries, and which is outside the scope of your employment contract, if any; (f) the Restricted Stock is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that you are an employee of an Affiliate or Subsidiary of the Company, the grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment contract with the Affiliate or Subsidiary that is your employer; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages arises from forfeiture or termination of the Restricted Stock or diminution in value of the Restricted Stock or the Shares and you irrevocably release the Company, its Affiliates and/or its Subsidiaries from any such claim that may arise; and (j) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of your employment, your right to receive Restricted Stock and vest in Restricted Stock under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of


4

employment, your right to vest in the Restricted Stock after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law.

21. Employee Data Privacy: You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, the Company, its Affiliates and its Subsidiaries ("the Company Group") for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company Group holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares of stock or directorships held in the Company, details of all Restricted Stock or any other entitlement to Shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan ("Data"). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient's country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and effective as of this ___ day of March 2004.

MILLENNUM CHEMICALS INC.

By:

Title:


Employee


6

Exhibit 10.20(h)

Millennium Chemicals Inc.
2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement

U.S. Award Agreement for Officers and Key Employees

Dear :

Congratulations on your selection as a Participant in the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (the "Plan").

This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms of this Award Agreement.

Overview of Your Restricted Stock Grant

1. "Number of Restricted Shares Granted":

2. "Date of Grant":

3. "Lapse of Restriction Date(s)": The Restricted Stock shall vest in accordance with the following:

(a) One third of your Restricted Stock (expressed in whole shares) will vest on the New York Stock Exchange's ("NYSE") first trading day of January, 2005. The second one third will vest on the NYSE's first trading day of January, 2006 and the final one third, plus any partial share remaining, will vest on the NYSE's first trading day of January, 2007, provided you have continued in the employment of the Company and/or its Subsidiaries through such date.

(b) All restrictions shall lapse and the Restricted Stock shall become one hundred percent (100%) vested upon your termination of employment due to death, Disability, or Retirement; defined as either (i) age 50 with 15 years of eligible service; or (ii) age 55 with ten years of eligible service; provided that you have continued in the employment of the Company and/or its Subsidiaries through such event.

4. Termination of Employment for Other Reasons. In the event that you terminate employment with the Company and/or its Subsidiaries for any reason other than those reasons set forth in Paragraph 3 or in the event that the Company and/or its Subsidiaries terminates your employment


1

for any reason, all of the unvested Shares of Restricted Stock you hold at the time of your employment termination, and any dividends and other distributions paid with respect to the unvested Shares of Restricted Stock, shall be forfeited to the Company; provided, however, that in the event of a termination of your employment, either the Board or the Committee, in their sole discretion, may waive such automatic forfeiture provision as it deems appropriate.

5. Restricted Stock Certificates: Upon the effectiveness of this Agreement, the Restricted Stock will constitute issued and outstanding shares of Common Stock for all corporate purposes. Your Restricted Stock certificates will not be delivered to you until the restrictions on such Restricted Stock have expired and all other vesting requirements with respect thereto have been fulfilled. The Company (or its agent) will retain custody of any certificates representing the Restricted Stock during the applicable restriction period. Alternatively, the Company may issue the Restricted Stock in the form of uncertificated shares as provided in Section 158 of the Delaware General Corporation Law.

6. Certificate Legend: Each certificate representing Shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:

"The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan, any administration rules adopted pursuant to such plan, and a Restricted Stock Award Agreement dated ___________. A copy of the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan, such rules, and such Restricted Stock Award Agreement may be obtained from the Senior Vice President - Human Resources of Millennium Chemicals Inc."

7. Removal of Restrictions: Except as may otherwise be provided herein and in the Plan, the Restricted Stock awarded pursuant to this Award Agreement shall become freely transferable upon the Lapse of Restriction Date(s) (and as applicable, the lapse of restrictions as set forth in Paragraph 9) set forth in this Award Agreement. Once the Restricted Stock is no longer subject to any restrictions, you shall be entitled to have the legend required by Paragraph 6 of this Award Agreement removed from your stock certificates. After the Restricted Stock is no longer subject to any restrictions, the Company will deliver the stock certificates to you.

8. Voting Rights and Dividends. During the Period of Restriction, subject to any limitations provided in the Plan or this Agreement, you may exercise full voting rights with respect to the Shares of Restricted Stock, with the exceptions that (i) all dividends and other distributions paid with respect to the Shares of Restricted Stock shall be deferred until, and paid upon, the Lapse of Restriction Date(s) hereunder; (ii) no dividends or other distributions paid with respect to the Shares of Restricted Stock shall bear interest or be segregated in a separate account; (iii) if any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability as are the Shares of Restricted Stock with respect to which they were paid; and (iv) you may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Stock before the Lapse of Restriction Date(s).


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9. Change in Control: In the event of a Change in Control, all restrictions on the transferability of outstanding awards of Restricted Stock as set forth in this Award Agreement shall immediately lapse, and thereafter such Shares shall be freely transferable, subject to applicable federal and state securities laws. In addition, any deferred dividends or other distributions paid with respect to the Shares of Restricted Stock, will be paid to you.

10. Nontransferability. During the Period of Restriction, Restricted Stock awarded pursuant to this Award Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated ("Transfer"), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Restricted Stock is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock, your right to such Restricted Stock shall be immediately forfeited to the Company, and this Award Agreement shall lapse.

11. Requirements of Law: The granting of Restricted Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

12. Inability to Obtain Authorization: The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

13. Tax Withholding: The Company shall have the power and the right to deduct or withhold, or require you or your beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Award Agreement.

14. Share Withholding: With respect to withholding required upon any other taxable event arising as a result of awards granted hereunder, you may elect, subject to the approval of the Committee or the Board, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction. All such elections shall be irrevocable, made in writing, signed, and shall be subject to any restrictions or limitations that the Board, in its sole discretion, deems appropriate.

15. Administration: This Award Agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon you, the Participant.

16. Continuation of Employment: This Award Agreement shall not confer upon you any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor shall this


3

Award Agreement interfere in any way with the Company's, its Affiliates', and/or its Subsidiaries' right to terminate your employment at any time.

17. Amendment to the Plan: The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect your rights to vested Restricted Stock or Shares under this Award Agreement, without your written approval.

18. Successor: All obligations of the Company under the Plan and this Award Agreement, with respect to the Restricted Stock, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

19. Applicable Laws and Consent to Jurisdiction: The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Award Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in the federal or state courts of the State of Delaware.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and effective as of this ___ day of March 2004.

MILLENNUM CHEMICALS INC.

By:

Title:


Employee


5

EXHIBIT 21.1

MILLENNIUM CHEMICALS INC.

                                                                                   STATE OR COUNTRY
                                                                                   OF INCORPORATION
                                                                                   ----------------
Millennium Chemicals Inc.                                                           Delaware
   Millennium Worldwide Holdings I Inc.                                             Delaware
      Millennium Worldwide Holdings II Inc.                                         Delaware
      Millennium Worldwide Holdings III Inc. (1)                                    Australia
         Millennium JCM Ltd.                                                        Bermuda
         Millennium Overseas Holdings                                               United Kingdom
            Millennium Chemicals UK Holdings Limited                                United Kingdom
               Millennium Grimsby Ltd.                                              United Kingdom
                  Millennium Australind                                             United Kingdom
                  Millennium Inorganic Chemicals Limited                            United Kingdom
                     Millennium Inorganic Chemicals S.A.S.                          France
                        Societe Immobiliere de la Cote Societe Anonyme              France
                        Millennium Chemicals Le Havre SAS                           France
                        Millennium Chemicals Thann SAS                              France
                        Millennium Thann Limited                                    United Kingdom
                           Millennium Vision G.P. (2)                               Australia
                        Thann Chimie SNC                                            France
                           Millennium Holdings Brasil Ltda.                         Brazil
                              Millennium Inorganic Chemicals do Brasil S.A. (3)     Brazil
            Millennium Stallingborough Ltd.                                         United Kingdom
               Rutile Holdings Ltd.                                                 United Kingdom
                  SCMC Holdings B.V.                                                Netherlands
         Millennium Petrochemicals Europe B.V.                                      Netherlands
            Millennium Bunbury Ltd.                                                 Australia
               Millennium Inorganic Chemicals Ltd.                                  Australia
                  Millennium Performance Chemicals (Advanced Ceramics) Pty. Ltd.    Australia
                  Millennium Lincolnshire Limited                                   United Kingdom
      Millennium America Holdings Inc.                                              Delaware
         Millennium America Inc.                                                    Delaware
            Millennium US Op Co, LLC                                                Delaware
               Millennium Specialty Chemicals Inc.                                  Delaware
               Millennium Petrochemicals Inc.                                       Virginia
                  Millennium Petrochemicals GP LLC (4)                              Delaware
                  Millennium Petrochemicals LP LLC (4)                              Delaware
                  Millennium Methanol LP Inc. (5)                                   Delaware
                  Millennium Methanol GP Inc. (5)                                   Delaware
               Millennium Inorganic Chemicals Inc.                                  Delaware
                  Millennium Inorganic Chemicals (Bermuda) Limited                  Bermuda
                  Millennium DNC Partners (6)                                       Delaware
                     Millennium HMR Ltd.                                            Bermuda
                     Millennium RB Partners (7)                                     Bermuda
                        Pemmer Finance (8)                                          United Kingdom
                        Millennium ICP (9)                                          United Kingdom
                           FCC Millennium Titrisation (10)                          France
                        MIC Finance (11)                                            Australia
            Millennium Holdings, LLC                                                Delaware
               MHC Inc.                                                             Delaware

(1) Millennium Worldwide Holdings III Inc. is owned 99% by Millennium Worldwide Holdings I Inc. and 1% by Millennium Worldwide Holdings II Inc.

(2) Millennium Vision G.P. is owned 99% by Millennium Thann Limited and 1% by Millennium Inorganic Chemicals Limited.

(3) Millennium Holdings Brasil Ltda. owns 99% of the voting shares and 72% of the total shares of Millennium Inorganic Chemicals do Brasil S.A.

(4) Millennium Petrochemicals GP LLC and Millennium Petrochemicals LP LLC together own a 29.5% interest in Equistar Chemicals, LP.

(5) Millennium Methanol LP Inc. and Millennium Methanol GP Inc. together own an 85% interest in La Porte Methanol Company, L.P.


(6) Millennium Methanol LP Inc. and Millennium Methanol GP Inc. together own an 85% interest in La Porte Methanol Company, L.P.

(7) Millennium Inorganic Chemicals Inc. ("MICI") owns a 99% GP interest and Millennium America Inc. owns a 1% GP interest in Millennium DNC Partners.

(8) Millennium DNC Partners owns a 77% LP interest; MICI owns a 22% LP interest and Millennium HMR Ltd. owns a 1% GP interest in Millennium RB Partners.

(9) Millennium RB Partners owns a 98.983% LP interest; MHC Inc. owns a .017% LP interest and Millennium Inorganic Chemicals Bermuda Limited ("MIC Bermuda") owns a 1% GP interest in Pemmer Finance.

(10) FCC Millennium Titrisation is owned 99% by Millennium ICP and 1% by Pemmer Finance.

(11) Millennium RB Partners owns a 99% GP interest and MIC Bermuda owns a 1% GP interest in Millennium ICP.


Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-13143, 333-13717, 333-53139, 333-55878, 333-76674, 333-88652 and 333-111283) of Millennium Chemicals Inc. of our report dated March 8, 2004 relating to the financial statements and financial statement schedule, which appears in this Annual Report on Form 10-K.

/s/  PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP
Florham Park, New Jersey
March 12, 2004


Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-13143, 333-13717, 333-53139, 333-55878, 333-76674, 333-88652 and 333-111283) of Millennium Chemicals Inc. of our report dated March 8, 2004 relating to the Equistar Chemicals, LP consolidated financial statements, which appears in this Annual Report on Form 10-K.

/s/  PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP
Houston, Texas
March 12, 2004


Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Robert E. Lee, President and Chief Executive Officer of Millennium Chemicals Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Millennium Chemicals Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the years presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 12, 2004


                                                    /s/ ROBERT E. LEE
                                         ---------------------------------------
                                                    Robert E. Lee
                                         President and Chief Executive Officer
                                              (Principal Executive Officer)


Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, John E. Lushefski, Executive Vice President and Chief Financial Officer of Millennium Chemicals Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Millennium Chemicals Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the years presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 12, 2004


                                           /s/ JOHN E. LUSHEFSKI
                            ----------------------------------------------------
                                             John E. Lushefski
                            Executive Vice President and Chief Financial Officer
                                       (Principal Financial Officer)


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Millennium Chemicals Inc. (the "Company") on Form 10-K for the year ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert E. Lee, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 'SS'1350, as adopted pursuant to 'SS'906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 12, 2004


                                                    /s/ ROBERT E. LEE
                                         ---------------------------------------
                                                      Robert E. Lee
                                         President and Chief Executive Officer

This certification, which is required by Section 906 of the Sarbanes-Oxley Act of 2002, is "furnished" to the Securities and Exchange Commission in accordance with Item 601(b)(32)(ii) of Regulation S-K, 17 CFR 229.601(b)(32)(ii).


Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Millennium Chemicals Inc. (the "Company") on Form 10-K for the year ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John E. Lushefski, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 'SS'1350, as adopted pursuant to 'SS'906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 12, 2004


                                            /s/ JOHN E. LUSHEFSKI
                            ----------------------------------------------------
                                              John E. Lushefski
                            Executive Vice President and Chief Financial Officer

This certification, which is required by Section 906 of the Sarbanes-Oxley Act of 2002, is "furnished" to the Securities and Exchange Commission in accordance with Item 601(b)(32)(ii) of Regulation S-K, 17 CFR 229.601(b)(32)(ii).


Exhibit 99.1

INFORMATION RELEVANT TO FORWARD-LOOKING STATEMENTS

(The terms "our", "we" and "the Company", as used herein, refer to Millennium Chemicals Inc.)

THE CYCLICALITY AND VOLATILITY OF THE CHEMICAL INDUSTRY MAY ADVERSELY AFFECT OUR INCOME AND CASH FLOW LEVELS, AND MAY CAUSE FLUCTUATIONS IN OUR RESULTS OF OPERATIONS.

Our income and cash flow levels reflect the cyclical nature of the chemical industries in which we operate. Certain of these industries are mature and sensitive to cyclical supply and demand balances. In particular, the markets for ethylene and polyethylene, in which we participate through our interest in Equistar, are highly cyclical, resulting in volatile profits and cash flow over the business cycle. Further, the global markets for TiO[u]2, VAM, acetic acid and our specialty chemicals are cyclical, although to a lesser degree. The balance of supply and demand in the markets in which we and Equistar do business, as well as the level of inventories held by downstream customers, has a direct effect on the sales volumes and prices of our products as well as Equistar's. For example, if supply exceeds demand, producers are often pressured to maintain sales volumes with customers and, consequently, pressure to reduce prices may result. This is especially true in periods of economic decline or uncertainty, when demand may be limited and the economic conditions create caution on the part of customers to build inventory. Reaction by producers, including us and Equistar, is dependent on the particular circumstances in effect at the time, but could include meeting competitive price reductions, short-term curtailment of production, and longer-term temporary or permanent plant shutdowns. In contrast, we believe that, over a business cycle, the markets for specialty chemicals are generally more stable in terms of industry demand, selling prices and operating margins.

Demand for TiO[u]2 is influenced by changes in the gross domestic product of various regions of the world and has fluctuated from year to year. The industry is also sensitive to changes in its customers' marketplaces, which are primarily the paint and coatings, plastics and paper industries. In recent history, consolidations and negative business conditions within certain of those industries have put pressure on TiO[u]2 prices as companies compete to keep volumes placed.

Demand for ethylene, its derivatives and acetyls has fluctuated from year to year. These industry segments are particularly sensitive to capacity additions. Producers have historically experienced alternating periods of inadequate capacity, resulting in increased selling prices and operating margins, followed by periods of large capacity additions, resulting in declining capacity utilization rates, selling prices and operating


margins. Profitability is further influenced by fluctuations in the price of feedstocks for ethylene, which generally follow price trends for crude oil or natural gas.

Currently, there is ongoing overcapacity in the petrochemical and polymer industries, as a number of Equistar's competitors in various segments of the petrochemical and polymer industries have added capacity and demand growth has lagged behind rates experienced historically. There can be no assurance that future growth in product demand will be sufficient to utilize current or any additional capacity. Excess petrochemical and polymer industry capacity has depressed, and may continue to depress, Equistar's volumes and margins. The global economic and political environment continues to be uncertain, contributing to low petrochemical and polymer industry operating rates, adding to the volatility of raw material and energy costs, and forestalling the industry's recovery from trough conditions, all of which is placing, and may continue to place, pressure on Equistar's results of operations. As a result of excess petrochemical and polymer industry capacity and weak demand for products, as well as rising energy costs and raw material prices, Equistar's operating income has declined and may remain volatile.

Different facilities may have differing operating rates from period-to-period depending on supply and demand for the product produced at the facility during that period, which may be affected by many factors, such as energy costs, feedstock costs and transportation costs. As a result, individual facilities may be operated below or above rated capacities, may be idled or may be shut down and restarted in any period. It is possible that lower demand in the future will cause us to reduce operating rates.

OUR BUSINESS AND EQUISTAR'S BUSINESS ARE SUBJECT TO MATERIAL FLUCTUATIONS DUE TO EXTERNAL FACTORS WHICH MAY NEGATIVELY AFFECT OUR AND EQUISTAR'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

External factors beyond our control, such as general economic conditions, weather, competitor actions, international events and governmental regulation in the United States and abroad, can cause fluctuations in demand for our products, fluctuations in prices and margins and volatility in the price of raw materials that we purchase. In particular, demand within the primary end-markets for our and Equistar's products is generally a function of regional economic conditions in geographic areas in which sales are generated. In addition, our business depends on the free flow of products and services through the channels of commerce. In response to terrorists' activities and threats aimed at the United States, transportation, mail, financial and other services have been slowed. Further delays or stoppages in transportation, mail, financial and other services could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we may experience an increase in operating costs, such as costs for transportation, insurance and security as a result of these activities and threats. To the extent the U.S. economy is adversely affected by terrorist activities and potential activities, and other international issues such as SARS and its impact on

2

the international business environment, any economic downturn could adversely impact our results of operations, impair our ability to raise capital or otherwise adversely affect our business. These external factors can magnify the impact of industry cycles. For example, third quarter 2003 TiO[u]2 sales volume was lower than third quarter 2002 sales volume, as uncertain economic conditions and unscheduled operating disruptions resulting from the European heat wave, the power blackout in the Northeast region of the U.S. and Hurricane Isabel impacted our business. As a result, our income and cash flow are subject to material fluctuations. Any cash distributions we may expect to receive from Equistar may be affected by the same or similar external factors.

OUR PARTICIPATION IN THE EQUISTAR JOINT VENTURE EXPOSES US TO RISKS OF SHARED CONTROL AND FUTURE CAPITAL COMMITMENTS WHICH, AMONG OTHER THINGS, MAY ADVERSELY AFFECT EQUISTAR'S BUSINESS OR OUR RESULTS OF OPERATIONS.

We rely, in part, on cash distributions from Equistar. We did not receive any cash distributions from Equistar during 2001, 2002, or 2003, and we do not expect to receive any distributions in the next 12 months. Our cash flow could be adversely affected by actions taken by Equistar or Lyondell, our partner in Equistar, or by conditions that affect Equistar or its business. In particular, if Lyondell does not fulfill its obligations under the Equistar partnership agreement, Equistar may not be able to operate according to its business plan. If this were to occur, our results of operations could be adversely affected. In addition, although unanimous consent of both us and Lyondell is required for aggregate partner contributions not contemplated by an approved strategic plan that exceed $100 million in any given year or $300 million in a five-year period, we may be required, without our consent, to contribute amounts up to our pro rata portion of such amounts or an unlimited amount to allow Equistar to achieve or maintain compliance with certain health, safety and environmental laws. If we fail to contribute these amounts, we may have to sell our interest in Equistar to Lyondell at a price or on terms which may be unfavorable to us.

RISING COSTS OF ENERGY AND OTHER RAW MATERIALS MAY RESULT IN INCREASED OPERATING EXPENSES AND REDUCED RESULTS OF OPERATIONS.

We and Equistar purchase large amounts of raw materials for our respective businesses. The cost of these materials, in the aggregate, represents a substantial portion of our operating expenses. The prices and availability of these raw materials vary with market conditions and may be highly volatile. In addition, we and Equistar use large amounts of energy in our respective operations. The benchmark prices of crude oil and natural gas have on average been significantly higher in 2003 than in 2002, reflecting rapid increases in early 2003. As these costs rise, operating expenses will likely increase and could have a particularly negative impact on Equistar and our Acetyls business segment. From time to time, we and Equistar may

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enter into transactions to manage the volatility of such costs, but we cannot assure you that these actions will have a favorable impact on our results of operations nor can we assure you that we will continue to enter into such transactions in the future. Energy costs remain volatile.

There have been in the past and will likely be in the future periods of time when we are unable to pass raw material price increases on to our customers in whole or in part. Customer consolidation in our TiO[u]2 business has made it more difficult to pass costs along to customers, so that increased raw material prices negatively affect our operating margins.

In our Titanium Dioxide and Related Products business segment, titanium-bearing ores are our primary raw materials, but we also purchase large quantities of chlorine, sulfuric acid, caustic soda, petroleum products and metallurgical coke, aluminum, sodium silicate, oxygen and nitrogen. In our Acetyls business segment, our primary raw materials are natural gas, carbon monoxide, methanol and ethylene, and in our Specialty Chemicals business segment, our primary raw materials are crude sulfate turpentine, or CST, and gum turpentine or their derivatives. In addition, Equistar purchases petroleum liquids, including naptha, condensates and gas oils and natural gas liquids, including ethane, propane and butane.

We use natural gas as a feedstock and as a source of energy. Fluctuations in the price of natural gas affect our operating expenses which, in turn, affect our results of operations. Our Acetyls business segment has the largest exposure to natural gas costs. Our Titanium Dioxide and Related Products and Specialty Chemicals business segments are impacted to a lesser extent.

The cost of raw materials and energy used in Equistar's business represent a substantial portion of Equistar's operating expenses. These costs generally follow the prices for natural gas and crude oil. Due to the commodity nature of most of Equistar's products, Equistar is generally not able to protect its market position by product differentiation and may not be able to pass on all cost increases to its customers. Accordingly, increases in raw material and other costs may not necessarily correlate with changes in product prices, either in the direction of the price change or in magnitude. As a result, changes in the prices of commodities and raw materials and other costs will affect Equistar's income and cash flow which will, in turn, affect our financial condition and results of operations.

In addition, higher natural gas prices adversely affect the international competitiveness of many U.S. chemical producers since they are more reliant on natural gas and natural gas liquids as an energy source and as a raw material. This not only adversely impacts Equistar's exports but also increases the availability of chemicals in North America, resulting in excess supply and lower prices. The price of natural gas produced on the U.S. gulf coast has increased substantially over the past few years. As long as prices

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remain high, U.S. users of natural gas will remain less competitive with users of lower priced natural gas produced in other regions of the world.

OUR SUBSTANTIAL INDEBTEDNESS CAUSES US TO HAVE SIGNIFICANT DEBT SERVICE OBLIGATIONS, WHICH REDUCES OUR CASH FLOW AVAILABLE TO FUND OPERATIONS.

The Company and its consolidated subsidiaries have substantial indebtedness and, as a result, significant debt service obligations. As of December 31, 2003, their total indebtedness outstanding aggregated approximately $1,467 million (excluding unused commitments and $19 million of outstanding undrawn standby letters of credit), representing approximately 105% of their total capitalization. In addition, the Company's debt instruments permit the Company and its consolidated subsidiaries to incur or guarantee certain additional indebtedness, subject to certain limitations. Our debt service obligations reduce our cash flow available to fund our operations and future business requirements.

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR ABILITY TO OPERATE OUR BUSINESS AND LIMIT OUR ABILITY TO OBTAIN ADDITIONAL FINANCING.

The degree of our leverage could have significant consequences for the Company and the holders of its debt and equity, including:

o limiting our ability to obtain additional financing on satisfactory terms to fund our business and operations;

o increasing our vulnerability to general economic downturns and adverse competitive and industry conditions, which could place us at a competitive disadvantage;

o reducing the availability of our cash flow to fund our business operations because we will be required to use a substantial portion of our cash flow to service our debt obligations;

o limiting our flexibility in planning for, or reacting to, changes in our business and the chemical industry; and,

o reducing our credit rating with various credit rating agencies which could trigger default provisions under agreements that contain debt trigger provisions, limit our ability to access capital, add to the cost of obtaining capital and cause concern among our suppliers resulting in requests from suppliers for credit enhancements such as shorter credit terms, funds on deposit or letters of credit, any of which could reduce our ability to borrow additional amounts under our debt instruments and increase costs.

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SERVICING OUR DEBT OBLIGATIONS REQUIRES A SIGNIFICANT AMOUNT OF CASH, AND OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

Our ability to satisfy our debt service obligations will depend, among other things, upon our future operating performance, the future operating performance of Equistar and our ability to refinance indebtedness when necessary. Each of these factors is to a large extent dependent on economic, financial, competitive and other factors beyond our control. The amount of cash distributions we receive from Equistar will be affected by its results of operations and cash flow and by the agreements under which it operates. We did not receive any cash distributions from Equistar during 2001, 2002, or 2003, and we do not expect to receive any distributions during the next 12 months. If, in the future, we cannot generate sufficient cash from our operations and from Equistar to meet our debt service obligations, we may need to reduce or delay capital expenditures or curtail research and development efforts. In addition, we may need to refinance our debt, obtain additional financing or sell assets, which we may not be able to do on commercially reasonable terms, if at all. We cannot assure you that our business or that of Equistar will generate sufficient cash flow, or that we will be able to obtain funding, sufficient to satisfy our debt service obligations.

RESTRICTIONS IMPOSED BY OUR DEBT INSTRUMENTS MAY LIMIT OUR ABILITY TO FINANCE FUTURE OPERATIONS OR CAPITAL NEEDS OR ENGAGE IN OTHER BUSINESS ACTIVITIES THAT MAY BE IN OUR INTEREST. OUR FAILURE TO COMPLY WITH THESE RESTRICTIONS COULD LEAD TO AN ACCELERATION OF OUR INDEBTEDNESS.

Our debt instruments contain numerous financial and operating covenants that, among other things, limit Millennium Chemicals' and its subsidiaries' ability to
(1) incur additional indebtedness, (2) repurchase or redeem capital stock, (3) create liens or other encumbrances, (4) redeem debt that is junior in right of payment to the notes, (5) make certain payments and investments, including dividend payments, (6) enter into sale/leaseback transactions, (7) sell or otherwise dispose of assets, (8) merge or consolidate with other entities or (9) engage in certain transactions with subsidiaries and affiliates and otherwise restrict corporate activities. Our bank credit agreement also requires us to meet certain financial ratios and tests. Agreements governing future indebtedness could also contain significant financial and operating restrictions. Our ability to comply with these restrictions may be affected by factors beyond our control. A failure to comply with the obligations contained in our bank credit agreement or our indentures could result in an event of default under our bank credit agreement or the indentures, which could permit acceleration of the related debt and acceleration of debt under other instruments that may contain cross-acceleration or cross-default provisions. We are not certain whether we would have, or be able to obtain, sufficient funds to make these accelerated

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payments. In that event, the lenders under our bank credit agreement could proceed against our assets that secure their debt.

WE HAVE A LIMITED NUMBER OF SUPPLIERS FOR SOME OF OUR RAW MATERIALS, AND IF ONE OF THESE SUPPLIERS WERE UNABLE TO MEET ITS OBLIGATIONS, WE COULD INCUR SUPPLY SHORTAGES OR PRICE INCREASES FOR OUR RAW MATERIALS.

The Company has a limited number of suppliers for some of its raw materials, and the number of sources for and availability of raw materials is specific to the particular geographic region in which a facility is located. In 2003, the Company and its consolidated subsidiaries purchased 71% of their titanium-bearing ores from two suppliers, Rio Tinto Iron & Titanium Inc. (through its affiliates Richards Bay Iron & Titanium (Proprietary) Limited and QIT-Fer et Titane Inc.) and Iluka Resources Limited under multiple year contractual commitments. In addition, they obtain chlorine and caustic soda exclusively from one supplier for their Australian operations under a long-term supply agreement. For their other TiO[u]2 manufacturing plants, there are multiple suppliers for these raw materials and they are generally purchased through short-term contracts. They also purchase all of their ethylene requirements from Equistar under a supply contract based on market prices. In addition, they purchase all of their carbon monoxide from Linde AG pursuant to a long-term contract based primarily on the cost of production. Each of the chloride TiO[u]2 manufacturing plants has long-term supply agreements for oxygen and nitrogen through either 'over the fence' suppliers dedicated to the site or through a direct pipeline arrangement. Each of these contracts is an exclusive supply contract. Accordingly, if one of these suppliers were unable to meet its obligations under present supply arrangements, we could suffer reduced supplies or be forced to incur increased prices for our raw materials.

Equistar purchases the majority of its natural gas and petroleum liquids requirements through contractual arrangements from a variety of third-party domestic and foreign sources, as well as on the spot market from third-party domestic and foreign sources.

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OPERATING PROBLEMS IN OUR OR EQUISTAR'S BUSINESS OR OUR INABILITY TO ACHIEVE PRODUCTIVITY IMPROVEMENTS, COST REDUCTIONS AND WORKING CAPITAL TARGETS WITHOUT ADVERSELY AFFECTING RELIABILITY OR EMPLOYEE RETENTION MAY MATERIALLY ADVERSELY AFFECT OUR PRODUCTIVITY AND PROFITABILITY.

The occurrence of material operating problems at our or Equistar's facilities, including, but not limited to, the events described below, may have a material adverse effect on the productivity and profitability of a particular manufacturing facility, or on our or Equistar's operations as a whole, during and after the period of such operational difficulties. Our income is dependent on the continued operation of our and Equistar's various production facilities and the ability to complete construction projects on schedule. Our and Equistar's manufacturing operations are subject to the usual hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes, including pipeline leaks and ruptures, explosions, fires, inclement weather and natural disasters, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions and environmental hazards, such as chemical spills, discharges or releases of toxic or hazardous substances or gases, storage tank leaks and matters relating to remedial activities. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment and environmental contamination and other environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties. Furthermore, we and Equistar are also subject to present and future claims with respect to workplace exposure, workers' compensation and other matters. The Company's attempts to achieve productivity improvements, cost reductions and working capital targets may adversely impact reliability and employee retention.

BECAUSE THE COMPANY'S OPERATIONS ARE CONDUCTED WORLDWIDE, THEY ARE AFFECTED BY RISKS OF DOING BUSINESS ABROAD, INCLUDING CURRENCY RISK.

The Company and its consolidated subsidiaries generate revenue from export sales, or sales by the Company's domestic operations to customers outside of the United States, as well as from operations conducted outside the United States. They sell their products to more than 90 countries. Sales from within the United States to foreign customers amounted to approximately 16% of total revenues in 2003. Revenue from non-United States operations amounted to approximately 46% of total revenues in 2003, principally reflecting the operations of the Titanium Dioxide and Related Products business segment in Europe, Brazil and Australia. Identifiable assets of the non-United States operations represented 41% of total identifiable assets at December 31, 2003, principally reflecting the assets of these operations. In addition, they obtain a portion of their principal raw materials from sources outside the United States. Ores used in the production of TiO[u]2 are obtained from suppliers in South Africa, Australia, Canada and the Ukraine, along with that

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from the Company's own mining operations in Brazil, and a portion of their requirements of CST and gum turpentine and its derivatives is obtained from suppliers in South America, and in the past they have fulfilled a portion of these requirements from Indonesia and other Asian countries as well as Europe.

The Company's international operations are subject to the risks of doing business abroad, including fluctuations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds, the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest and current and changing regulatory environments. These events could have an adverse effect on their international operations in the future by reducing the demand for their products, decreasing the prices at which they can sell their products or otherwise having an adverse effect on their business, financial condition or results of operations. We cannot assure you that they will continue to be found to be operating in compliance with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which they may be subject. We also cannot assure you that these laws will not be modified, the result of which may be to prevent our foreign subsidiaries from transferring sufficient cash to Millennium Chemicals to permit Millennium America to service and repay its debt.

The functional currency of each of the Company's non-United States operations (principally, the operations of its Titanium Dioxide and Related Products business segment in the United Kingdom, France, Brazil and Australia) is generally the local currency. Exchange rates between these currencies and U.S. dollars in recent years have fluctuated significantly and may do so in the future. As a result of translating the functional currency financial statements of all their foreign subsidiaries into United States dollars, consolidated shareholders' deficit decreased by approximately $128 million during 2003 and $27 million during 2002. Future events, which may significantly increase or decrease the risk of future movement in foreign currencies in which they conduct their business, cannot be predicted.

In addition, the Company and its consolidated subsidiaries generate revenue from export sales and operations conducted outside the United States that may be denominated in currencies other than the relevant functional currency. The Company and its consolidated subsidiaries hedge certain revenues and costs to minimize the impact of changes in the exchange rates of those currencies compared to the respective functional currencies. They do not use derivative financial instruments for trading or speculative purposes. Net foreign currency transactions aggregated a loss of $2 million in 2003 and a gain of $3 million in 2002. It is possible that fluctuations in foreign exchange rates will have a negative effect on their results of operations.

WE SELL OUR PRODUCTS IN MATURE AND HIGHLY COMPETITIVE INDUSTRIES AND FACE PRICE PRESSURE IN THE MARKETS IN WHICH WE OPERATE.

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The global markets in which our chemical businesses and the businesses of Equistar operate are highly competitive. Competition is based on a number of factors, such as price, product quality and service. Some of our competitors may be able to drive down prices for our products because they have costs that are lower than ours. In addition, some of our competitors may have greater financial, technological and other resources than ours, and may be better able to withstand changes in market conditions. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements than we can. Further, consolidation of our competitors or customers in any of the industries in which we compete may have an adverse effect on us. The occurrence of any of these events could adversely affect our financial condition and results of operations.

WE AND EQUISTAR ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL REGULATIONS AND ENVIRONMENTAL LIABILITIES THAT COULD REQUIRE US TO EXPEND MATERIAL AMOUNTS IN COMPLIANCE, REMEDIATION, LITIGATION AND SETTLEMENT COSTS AND JUDGMENTS.

Both our operations and those of Equistar are subject to extensive requirements concerning the protection of the environment, including those governing discharges of pollutants in the air and water, the generation, management and disposal of hazardous substances and wastes and other materials and the remediation of contamination and contaminated sites. Those operations include chemical manufacturing plants and the distribution of chemical products and involve the handling and use of hazardous substances. We and Equistar could incur material liabilities, including clean-up costs, fines and civil and criminal sanctions and claims by third parties for property damage and personal injury, as a result of violations of or liabilities under environmental laws with respect to our operations and those of Equistar. In addition, potentially significant expenditures, including facility-related expenditures, could be required in connection with any investigation and remediation of threatened or actual pollution, increases in production that trigger more stringent requirements under existing environmental laws, or requirements under future environmental laws.

Equistar's principal executive offices and many of its plants are located in and around Houston, Texas. The eight-county Houston/Galveston region has been designated a severe non-attainment area for ozone by the United States Environmental Protection Agency, or EPA. In December 2000, the Texas Commission on Environmental Quality (the "TCEQ") submitted a plan to the United States Environmental Protection Agency ("EPA") requiring the eight-county Houston/Galveston, Texas area to come into compliance with the National Ambient Air Quality Standard for ozone by 2007. These requirements, if implemented, would mandate significant reductions of nitrogen oxide ("NOx") emissions. In December 2002, the TCEQ adopted revised rules, which changed the required NOx emission reduction levels from 90% to 80% while

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requiring new controls on emissions of highly reactive volatile organic compounds ("HRVOCs"), such as ethylene, propylene, butadiene and butanes. The TCEQ plans to make a final review of these rules, with final rule revisions to be adopted by October 2004. These new rules still require approval by the EPA. Based on the 80% NOx reduction requirement, Equistar estimates that its aggregate related capital expenditures could total between $165 million and $200 million before the 2007 deadline, and could result in higher annual operating costs. This result could potentially affect cash distributions from Equistar to the Company. Equistar's spending through December 31, 2003 totaled $69 million. Equistar is still assessing the impact of the new HRVOC control requirements. The timing and amount of these expenditures are subject to regulatory and other uncertainties, as well as obtaining the necessary permits and approvals. At this time, there can be no guarantee as to the ultimate capital cost of implementing any final plan developed to ensure ozone attainment by the 2007 deadline.

We and certain of our subsidiaries have been named as defendants, potentially responsible parties ("PRPs"), or both, in a number of cleanup proceedings with respect to various sites, including offsite waste disposal sites and facilities currently or formerly owned or operated by our current or former subsidiaries or their predecessors. In the most significant of these proceedings, a subsidiary is named as one of four PRPs at the Kalamazoo River Superfund Site in Michigan. The site involves contamination of river sediments and floodplain soils with polychlorinated biphenyls. Originally commenced on December 2, 1987 in the United States District Court for the Western District of Michigan as Kelly v. Allied Paper, Inc. et al., the matter was stayed and is being addressed under the Comprehensive Environmental Response, Compensation and Liability Act. In October 2000, the Kalamazoo River Study Group (the "KRSG"), of which one of the Company's subsidiaries is a member, submitted to the State of Michigan a Draft Remedial Investigation and Draft Feasibility Study (the "Draft Study"), which evaluated a number of remedial options and recommended a remedy involving the stabilization of several miles of river bank and the long-term monitoring of river sediments at a total collective cost of approximately $73 million. The five remedial options considered in the Draft Study range from no action to total dredging of the river and off-site disposal of the dredged materials. In February 2001, the PRPs, at the request of the State of Michigan, also evaluated nine additional potential remedies. The cost for these remedial options ranged from $0 to $2.5 billion; however, the Company strongly believes that the likelihood of the cost being either $0 or $2.5 billion is remote. During 2001, additional sampling activities were performed in discrete parts of the river. At the end of 2001, the EPA took responsibility for the site at the request of the State. While the State has submitted negative comments to the EPA on the Draft Study, the EPA has yet to comment. Previously, the Company estimated its liability at this site based upon the KRSG Draft Study's recommended remedy. Based on an interim allocation, the Company is paying 35% of costs for the river portion of the investigation. Guidance as to how the EPA will likely proceed with any further evaluation and remediation at the Kalamazoo site is not expected until late 2004 at the earliest. At the point in time when the EPA announces how it intends to proceed with any such evaluation and remediation, the Company's estimate of its liability

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at the Kalamazoo site will be re-evaluated. The Company's ultimate liability for the Kalamazoo site will depend on many other factors that have not yet been determined, including the ultimate remedy selected by the EPA, the number and financial viability of the other members of the KRSG as well as of other PRPs outside the KRSG, and the determination of the final allocation among the members of the KRSG and other PRPs. Recently, the EPA identified 14 private entities and 7 municipalities and sent them formal requests for information regarding their possible connection with the Kalamazoo site.

While we believe that our businesses and the businesses of Equistar generally operate in compliance with applicable environmental requirements and that we and Equistar, respectively, maintain adequate reserves regarding our respective remediation obligations and the environmental proceedings in which we, our subsidiaries or Equistar have been named as defendants or potentially responsible parties, the actual costs and liabilities for environmental matters will not exceed the forecasted amounts or that the estimates made with respect to indemnification obligations will be accurate. It is also possible that costs will be incurred with respect to sites or indemnification obligations that currently are unknown, or as to which it is currently not possible to make or estimate.

PROCEEDINGS RELATING TO THE ALLEGED EXPOSURE TO LEAD-BASED PAINTS AND LEAD PIGMENTS COULD REQUIRE US TO EXPEND MATERIAL AMOUNTS IN LITIGATION AND SETTLEMENT COSTS AND JUDGMENTS.

Together with other alleged past manufacturers of lead-based paint and lead pigments for use in paint, we have been named as defendants in various legal proceedings alleging that we and other manufacturers are responsible for personal injury, property damage, and remediation costs allegedly associated with the use of these products. The plaintiffs in these legal proceedings include municipalities, counties, school districts, individuals and the State of Rhode Island, and seek recovery under a variety of theories, including negligence, failure to warn, breach of warranty, conspiracy, market share liability, fraud, misrepresentation and nuisance. All these legal proceedings are in various pre-trial, post-trial and post-dismissal settings, some of which are on appeal. The first phase of a proposed multi-phase trial in the Rhode Island proceeding commenced on September 4, 2002. On October 29, 2002, the judge in that case declared a mistrial after the jury declared itself deadlocked. The sole issue before the jury was whether lead pigment in paint in and on Rhode Island buildings constituted a 'public nuisance'. This case is tentatively set to be retried on April 6, 2005. An order is anticipated from the court specifying the additional issues to be considered by the jury in the retrial beyond the public nuisance questions considered by the jury in the first trial.

While we believe that we have valid defenses to all the lead-based paint and lead pigment proceedings and are vigorously defending them, litigation is inherently subject to many uncertainties. Additional lead-based paint and lead pigment litigation may be filed against us in the future asserting similar or different legal

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theories and seeking similar or different types of damages and relief, and any adverse court rulings or determinations of liability, among other factors, could affect this litigation by encouraging an increase in the number of future claims and proceedings. In addition, from time to time, legislation and administrative regulations have been enacted or proposed to impose obligations on present and former manufacturers of lead-based paint and lead pigment respecting asserted health concerns associated with such products or to overturn successful court decisions.

We are unable to predict the outcome of lead-based paint and lead pigment litigation, the number or nature of possible future claims and proceedings, and the effect that any legislation and/or administrative regulations may have on the litigation against us. In addition, management cannot reasonably estimate the scope or amount of the costs and potential liabilities related to such litigation, or any such legislation and regulations. Thus, any liability we incur with respect to pending or future lead-based paint or lead pigment litigation, or any legislation or regulations, could have a material impact on the Company's consolidated financial position, results of operations or cash flows. In addition, we have not accrued any liabilities for judgments or settlements resulting from lead-based paint and lead pigment litigation.

OTHER PROCEEDINGS AND CLAIMS COULD REQUIRE US TO EXPEND MATERIAL AMOUNTS IN LITIGATION, SETTLEMENT COSTS AND JUDGMENTS AND OTHER OBLIGATIONS.

In addition to the environmental matters and lead-based paint and lead pigment litigation referred to above, we and certain of our subsidiaries are defendants in a number of pending legal proceedings relating to present and former operations. Several of these legal proceedings allege injurious exposure of the plaintiffs to various chemicals and other materials on the premises of, or manufactured by, our current and former subsidiaries, including asbestos. For example, Millennium Petrochemicals is one of a number of defendants in approximately 95 active, premises-based asbestos cases in Texas, Illinois, and Indiana (i.e., where the alleged exposure to asbestos-containing materials was to employees of third-party contractors or subcontractors on the premises of certain facilities, and did not relate to any products manufactured or sold by us or any of our predecessors), typically involving multiple plaintiffs. We are responsible for these cases under our agreements with Equistar which require Millennium Petrochemicals to assume responsibility and indemnify Equistar for them; however, under these agreements, Equistar will be required to assume responsibility and indemnify Millennium Petrochemicals for any such claims filed on or after December 1, 2004. Millennium Inorganic Chemicals is one of a number of defendants in 80 premises-based asbestos

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cases filed in late 2003 in Baltimore County, Maryland. Approximately half of these claims are on the active docket and half are on an inactive docket of claims for which no legal obligations attach and no defense costs are being incurred. With respect to the active docket claims, at the current rate, cases filed in 2003 are not likely to be scheduled to be tried for at least 10 years. To date, no premises-based asbestos case has been tried in the State of Maryland. Defunct indirect subsidiaries are among a number of defendants in 65 premises-based asbestos cases in Texas. Additional cases may be filed in the future for which we may be responsible, and any liability we incur with respect to any present or future asbestos cases against us may be material to us (including taking into account insurance, which will not be available for most of these cases).

On January 16, 2002, Slidell Inc. filed a lawsuit against Millennium Inorganic Chemicals Inc. alleging breach of contract and other related causes of action arising out of a contract between the two parties for the supply of packaging equipment. We believe we have substantial defenses to these allegations and have filed a counterclaim against Slidell.

The Company believes that it has valid defenses to the legal proceedings described above and intends to defend these legal proceedings vigorously. The Company also has indemnity rights for some of these proceedings to reimburse the Company for certain legal expenses and to offset certain amounts deemed to be owed in the event of an unfavorable litigation outcome. An unfavorable outcome in one or more of these proceedings could have a material impact on the Company's consolidated financial position, results of operations or cash flows.

The Company also has significant obligations under defined benefit pension plans and retiree medical programs for the present and former employees of the Company's current and former businesses. The impact of payments needed to fund these obligations on the Company depends on factors beyond the Company's control, including the value of investments in the Company's pension trusts, interest rates and the costs of providing medical care in the future.

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BROKERAGE PARTNERS