MILLENNIUM CHEMICALS INC
10.2 CHANGE IN CONTROL AGREEMENT
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<FILENAME>cicagreement051602.htm
<DESCRIPTION>10.2 CHANGE IN CONTROL AGREEMENT
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<TITLE>Change In Control Agreement 08 14 2002
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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Exhibit 10.2</B></FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Millennium America Holdings Inc.<BR>
                                                230 Half Mile Road<BR>
                                             Red Bank, New Jersey 07701<BR>
                                                  (732) 933-5000</FONT></P>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>May 16, 2002</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>[Name]<BR>
[Address]</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Dear [Name]:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>1.</B>&nbsp;&nbsp;&nbsp;
<B><U>Introduction</U></B>. [Millennium America Holdings Inc.] [or other
subsidiary that employs the executive] (the &#147;Company&#148;) believes that
the maintenance of a sound and vital management of the Company and of Millennium
Chemicals Inc., which is the ultimate parent corporation of the Company
(&#147;Millennium&#148;), is essential to the protection and enhancement of the
interests of the Company and Millennium and their stockholders. The Company also
recognizes that the possibility of a Change in Control (as defined in Part II of
Exhibit A) of Millennium, with the attendant uncertainties and risks, might
result in the departure or distraction of key employees of the Company to the
detriment of the Company, Millennium and their shareholders. In light of the
possibility of a Change in Control of Millennium, the Company has determined
that it is appropriate to induce key employees to remain with the Company, and
to reinforce and encourage their continued attention and dedication.
Accordingly, upon your written acceptance of the terms and conditions of this
agreement (the &#147;Agreement&#148;) evidenced by signing below, the Company
intends to provide you the protections set forth herein as of the date first set
forth above (the &#147;Effective Date&#148;). Capitalized terms not defined in
the body of this Agreement shall have the meanings set forth in Exhibit A
hereto, which is incorporated herein and made a part of this Agreement. This
Agreement shall replace the prior agreement regarding a change in control of
Millennium and the Company dated [Date], by and between you and the Company, and
said prior agreement is hereby rendered null and void and shall no longer have
any force and effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>2.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Termination Following a Change in Control</B></U>. If a Change in Control
occurs on or after the Effective Date and your employment is terminated during
the Post Change in Control Period (i) by the Company without Cause or due to
your Disability, (ii) by you for Good Reason or, subject to Section 3 below,
without Good Reason, (iii) due to your death or (iv) due to your Retirement,
then you shall be entitled to the amounts and benefits provided in Section 4
herein. Furthermore, if a Change in Control occurs on or after the Effective
Date and your employment was terminated within the Pre Change in Control Period
(i) by the Company without Cause or due to your Disability, (ii) by you for Good
Reason (based on an event that occurred within the Pre Change in Control
Period), or (iii) due to your death, you shall be entitled to the amounts and
benefits provided in Section 4 herein. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>3.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Direct Pay Letter of Credit</B></U>. Notwithstanding anything else herein,
your right to voluntarily terminate employment without Good Reason after the
date of a Change in Control and receive the amounts due under Section 4 hereof
shall be delayed until one-hundred and eighty (180) days after the Change in
Control if, simultaneous with the Change in Control, the Company or the person
or entity triggering the Change in Control delivers to you an irrevocable direct
pay letter of credit (the &#147;Direct Pay Letter of Credit&#148;) satisfying
the requirements of this Section 3 and an indemnity agreement covering in a
similar manner the provisions of Section 6 with regard to activities after the
Change in Control. The Direct Pay Letter of Credit shall be in an amount equal
to the aggregate amount you would be entitled to receive under Sections 4(A)(i)
and (ii) hereof if you were terminated without Cause immediately upon the Change
in Control and shall have an expiration date of no less than two (2) years after
the date of such Change in Control. You (or, if applicable, your legal
representative) shall be entitled to draw on the Direct Pay Letter of Credit
upon presentation to the issuing bank of a demand for payment signed by you (or,
if applicable, your legal representative) that states that (i) a Good Reason
event has occurred and your employment has terminated during the Post Change in
Control Period, or (ii) one-hundred and eighty (180) days have expired since the
Change in Control and your employment has terminated during the Post Change in
Control Period. There shall be no other requirements (including no requirement
that you first make demand upon the Company) with regard to payment of the
Direct Pay Letter of Credit. To the extent the Direct Pay Letter of Credit is
not adequate to cover the amount owed to you under this Agreement, is not
submitted by you or is not paid by the issuing bank, the Company shall remain
liable to you for any amounts owed to you pursuant to the terms of this
Agreement. To the extent any amount is paid under the Direct Pay Letter of
Credit it shall be a credit against any amount the Company then or thereafter
would owe to you under Section 4 of this Agreement. The Direct Pay Letter of
Credit shall be issued by a national money center bank with a rating of at least
A by Standard and Poor&#146;s. The Company shall bear the cost of the Direct Pay
Letter of Credit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>4.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Compensation on Change in Control Termination.</B></U>  If pursuant to Section 2 you are
entitled to amounts and benefits under this Section 4, the Company shall, subject to Section
8, pay and provide to you:</FONT></P>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(A)</TD><TD>in a
lump sum within five (5) days after such termination (or, if such
termination occurred during the Pre Change in Control Period, within five (5)
days after the Change in Control) the sum of:</TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(i)</TD><TD>
three (3) times your highest annual base salary in effect within one-hundred and
eighty (180) days prior to the Change in Control, computed by including the
amount of base salary deferred by you (voluntarily or otherwise pursuant to the
Millennium Chemicals Inc. Salary and Bonus Deferral Plan (the &#147;Deferral
Plan&#148;), the Millennium Savings and Investment Plan (the &#147;SIP&#148;),
the Millennium Chemicals Inc. Supplemental Savings and Investment Plan (the
&#147;SSIP&#148;) or any other agreement or plan that is or may have been in
effect at the time of such deferral) as part of the base salary for the year in
which it was accrued, </TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(ii)</TD><TD>
three (3) times the highest annual bonus paid or payable to you with respect to
any of the last three (3) completed fiscal years by the Company or its
predecessors or any affiliate of the Company or its predecessors (which shall
include any annual bonus payable under the Millennium Chemicals Inc. Annual
Performance Incentive Plan or the Millennium Chemicals Inc. Omnibus Incentive
Compensation Plan (the &#147;Omnibus Plan&#148;), but in no event shall include
amounts contributed or allocated by the Company (or its predecessors or
affiliates thereof) on your behalf or paid to you under any supplemental
executive bonus plan or portion thereof applicable to you (including, without
limitation, the 1993 or 1996 HI Long Term Incentive Plans, the Millennium
Chemicals Inc. Executive Long Term Incentive Plan (or awards payable under the
Omnibus Plan with reference to such plan or that are similar to awards under
such plan), the Millennium Chemicals Inc. Long Term Incentive Plan (or awards
payable under the Omnibus Plan with reference to such plan or that are similar
to awards under such plan) or any other plan commonly referred to by the Company
as a &#147;top-hat&#148; plan or any long-term incentive compensation, stock
option or restricted stock offered under the Omnibus Plan or any other plan such
as the Millennium Chemicals Inc. Long Term Stock Incentive Plan)), computed by
including the amount of any annual bonus deferred by you (voluntarily or
otherwise pursuant to the Deferral Plan, SIP, SSIP or any other agreement or
plan that is or may have been in effect at the time of such deferral) as part of
the annual bonus for the year in which it was accrued, </TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(iii)</TD><TD>
any unreimbursed business expenses for the period prior to termination payable
in accordance with the Company's policies, and</TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(iv)</TD><TD>
any base salary, bonus, vacation pay or other deferred compensation accrued or
earned under law or in accordance with the Company&#146;s policies applicable to
you but not yet paid, plus any and all amounts remaining in your bonus bank
(including any credited prefunding) under any annual bonus plan; </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(B)</TD>
<TD>
any other amounts or benefits due under the then applicable employee benefit,
equity or incentive plans of the Company applicable to you as shall be
determined and paid in accordance with such plans;</TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(C)</TD><TD>the benefit to which
you are entitled under either clause (i) or (ii), below, whichever is greater: </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(i)</TD><TD>
any defined benefit type qualified and nonqualified pension plan or arrangement
of the Company and its affiliates applicable to you, which shall be immediately
vested upon a Change in Control; and </TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(ii)</TD><TD>
the Millennium Chemicals Inc. 2003 Supplemental Executive Retirement Plan (the "2003 SERP"), which
shall be immediately vested upon a Change of Control, together with any defined benefit type
qualified pension plan or arrangement of the Company and its affiliates applicable to you,</TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>&nbsp;</TD><TD>in each case after immediately vesting
your benefits under the 2003 SERP or other
nonqualified pension plan or arrangement (disregarding the vesting requirements
in such plans or arrangements, and after adding three (3) years of additional
age, service and compensation credit (using, for such purposes, the base salary
and (to the extent applicable) annual bonus calculated under Sections 4(A)(i)
and (ii), respectively, as your deemed compensation in such years) for pension
purposes under such plans or arrangements, measured from the date of termination
of employment and not credited to the extent that you are otherwise entitled to
such credit during such three (3) year period, which payments shall be made
through and in accordance with the terms of such nonqualified defined benefit
pension plans or arrangements if any then exists, or, if not, in an actuarially
equivalent lump sum (using the actuarial factors applicable for lump sum
calculations then applying in the Company&#146;s or its affiliate&#146;s defined
benefit plan covering you) based on your actual age on the date of your
termination of employment, except to the extent otherwise provided in any such
plan;</TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(D)</TD><TD>
an amount equal to the maximum amount which would be contributed by the Company
to your account balance(s) (as Company matching contribution) under the SIP,
SSIP, or other qualified 401(k) plan or nonqualified excess 401(k) plan,
assuming you deferred the maximum amount and you continued employment for three
(3) years after the date of termination of employment at the base salary and, to
the extent applicable, the annual bonus calculated under Sections 4(A)(i) and
(ii), respectively, to the extent not otherwise contributed to such plans,
payable in a lump sum at the same time payment is made under Section 4(A)
hereof;</TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(E)</TD><TD>
payment by the Company of the premiums for you (except in the case of your death) and
your dependents&#146; health coverage for three (3) years from the date of
termination of your employment under the Company&#146;s health plans which cover
the senior executives of the Company or materially similar benefits (to the
extent not otherwise provided), provided that in the case of termination within
one hundred eighty (180) days prior to a Change in Control, the obligations
under this subpart (E) shall only exist to the extent that you or your
dependents, as the case may be, had timely elected or timely elect COBRA
coverage which continued at the time of the Change in Control and the obligation
with regard to the period prior to the Change in Control shall be limited to
reimbursement of the COBRA premiums previously paid or due for such periods, and</TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(F)</TD><TD>
three (3) years of financial planning and tax preparation services on terms
substantially similar to the services that are offered to you on the date hereof
(or the economic equivalent thereof).</TD></TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>For the avoidance of doubt,
in calculating the amount of annual bonus &#147;paid or payable&#148; to you
with respect to a particular year under the Millennium Chemicals Inc. Annual
Performance Incentive Plan, the Omnibus Plan or any similar plan that contains a
&#147;bonus bank&#148; feature, the annual bonus paid or payable to you out of
your &#147;bonus bank&#148; account under such plan with respect to such year,
including any portion thereof paid or payable from any credited prefunding
(which amount normally is paid or payable under such plan on or about February
15 following the end of such year), shall be deemed to be the bonus &#147;paid
or payable&#148; to you under such plan with respect to such year. Any amendment
or termination of benefits, equity or incentive plans within one-hundred and
eighty (180) days prior to, or after, a Change in Control that is detrimental to
you shall be ignored with respect to (A), (B), (C), (D) and (E) above. Payments
under (E) above may, at the discretion of the Company, be made by continuing
your participation in the plan as a terminee, by paying the applicable COBRA
premium for you and your dependents, or by covering you and your dependents
under substitute arrangements, provided that, to the extent you incur tax that
you would not have incurred as an active employee as a result of the
aforementioned coverage or the benefits provided thereunder, you shall receive
from the Company an additional payment in the amount necessary so that you will
have no additional cost for receiving such items or any additional payment.
Section 6 hereof shall also continue to apply in all instances. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>5.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Special Tax Provision</B></U>. (a) Anything in this Agreement to the contrary
notwithstanding, in the event that any amount or benefit paid, payable, or to be
paid, or distributed, distributable, or to be distributed to or with respect to
you (whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any person whose actions result in a
change of ownership covered by Section 280G(b)(2) of the Internal Revenue Code
of 1986, as amended (the &#147;Code&#148;) or any person affiliated with the
Company or such person) as a result of a change in ownership of Millennium
covered by Code Section 280G(b)(2), but not including the payment provided for
in this Section 5 (collectively, the &#147;Covered Payments&#148;), is or
becomes subject to the excise tax imposed by or under Section 4999 of the Code
(or any similar tax that may hereafter be imposed), and/or any interest or
penalties with respect to such excise tax (such excise tax, together with such
interest and penalties thereon, is hereinafter collectively referred to as the
&#147;Excise Tax&#148;), the Company shall pay to you an additional amount (the
&#147;Tax Reimbursement Payment&#148;) such that after payment by you of all
taxes (including, without limitation, any payroll tax, any income tax, any
interest or penalties and any Excise Tax imposed on or attributable to the Tax
Reimbursement Payment itself), you retain an amount of the Tax Reimbursement
Payment equal to the sum of </FONT></P>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(i)</TD>
<TD>the amount of the Excise Tax imposed upon the Covered Payments, and</TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(ii)</TD>
<TD>without duplication, an amount equal to the product of</TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=180 VALIGN=TOP ALIGN=RIGHT>(A)</TD><TD>any deductions
disallowed for federal, state or local income tax purposes because of the
inclusion of the Tax Reimbursement Payment in your adjusted gross income, and </TD></TR>

<TR><TD WIDTH=180 VALIGN=TOP ALIGN=RIGHT>(B)</TD><TD> the highest applicable
marginal rates of federal, state or local income tax for the calendar year in
which the Tax Reimbursement Payment is made or is to be made. The intent of this
Section 5 is that after paying your federal, state and local income tax and any
payroll taxes with respect to the Tax Reimbursement Payment, you will be in the
same position as if you were not subject to the Excise Tax under Section 4999 of
the Code and did not receive the extra payments pursuant to this Section 5 and
this Section 5 shall be interpreted accordingly. </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(b)</TD><TD> Except as otherwise
provided in Section 5(a), for purposes of determining whether any of the Covered
Payments will be subject to the Excise Tax and the amount of such Excise Tax, </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(i)</TD><TD> such Covered Payments
will be treated as &#147;parachute payments&#148; (within the meaning of Section
280G(b)(2) of the Code) and such payments in excess of the Code Section
280G(b)(3) &#147;base amount&#148; shall be treated as subject to the Excise
Tax, unless, and except to the extent that, the Company&#146;s independent
certified public accountants appointed prior to the change in ownership covered
by Code Section 280G(b)(2) or legal counsel (reasonably acceptable to you)
appointed by such public accountants (or, if the public accountants decline such
appointment and decline appointing such legal counsel, such independent
certified public accountants as promptly mutually agreed on in good faith by the
Company and you) (the &#147;Accountant&#148;), deliver a written opinion to you,
reasonably satisfactory to your legal counsel, that you have a reasonable basis
to claim that the Covered Payments (in whole or in part) </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=180 VALIGN=TOP ALIGN=RIGHT>(A)</TD>
<TD>do not constitute "parachute payments",</TD></TR>

<TR><TD WIDTH=180 VALIGN=TOP ALIGN=RIGHT>(B)</TD>
<TD>represent reasonable compensation for services actually rendered (within the meaning of Section
280G(b)(4) of the Code) in excess of the &#147;base amount&#148; allocable to
such reasonable compensation, or </TD></TR>

<TR><TD WIDTH=180 VALIGN=TOP ALIGN=RIGHT>(C)</TD>
<TD>such &#147;parachute payments&#148; are otherwise not subject to such Excise Tax (with appropriate
legal authority, detailed analysis and explanation provided therein by the
Accountant); and </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(ii)</TD><TD> the value of any
Covered Payments which are non-cash benefits or deferred payments or benefits
shall be determined by the Accountant in accordance with the principles of
Section 280G of the Code. </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(c)</TD>
<TD>For purposes of determining the amount of the Tax Reimbursement Payment, you shall be deemed:</TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(i)</TD>
<TD>to pay federal, state
and/or local income taxes at the highest applicable marginal rate of income
taxation for the calendar year in which the Tax Reimbursement Payment is made or
is to be made, and </TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(ii)</TD>
<TD>to have otherwise allowable deductions for federal, state and local income tax purposes at least equal
to those which would be disallowed due to the inclusion of the Tax Reimbursement Payment in your adjusted gross
income.</TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(d)</TD>
<TD>(i) (A) In the event
that prior to the time you have filed any of your tax returns for the calendar
year in which the change in ownership event covered by Code Section 280G(b)(2)
occurred, the Accountant determines, for any reason whatsoever, the correct
amount of the Tax Reimbursement Payment to be less than the amount determined at
the time the Tax Reimbursement Payment was made, you shall repay to the Company,
at the time that the amount of such reduction in Tax Reimbursement Payment is
determined by the Accountant, the portion of the prior Tax Reimbursement Payment
attributable to such reduction (including the portion of the Tax Reimbursement
Payment attributable to the Excise Tax and federal, state and local income and
payroll tax imposed on the portion of the Tax Reimbursement Payment being repaid
by you, using the assumptions and methodology utilized to calculate the Tax
Reimbursement Payment (unless manifestly erroneous)), plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code. </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=180 VALIGN=TOP ALIGN=RIGHT>(B)</TD>
<TD>In the event that a
determination described in (A) above is made by the Accountant after the filing
by you of any of your tax returns for the calendar year in which the change in
ownership event covered by Code Section 280G(b)(2) occurred but prior to one (1)
year after the occurrence of such change in ownership, you shall file at the
request of the Company amended tax returns in accordance with the
Accountant&#146;s determination, but no portion of the Tax Reimbursement Payment
otherwise payable to the Company shall be required to be refunded to the Company
until actual refund or credit of such portion has been made to you, and interest
payable to the Company shall not exceed the interest received or credited to you
by such tax authority for the period it held such portion (less any tax you must
pay on such interest and which you are unable to deduct as a result of payment
of the refund). </TD></TR>

<TR><TD WIDTH=180 VALIGN=TOP ALIGN=RIGHT>(C)</TD>
<TD>In the event you
receive a refund pursuant to (B) above and repay such amount to the Company, you
shall thereafter file for any refunds or credits that may be due to you by
reason of the repayments to the Company. You and the Company shall mutually
reasonably agree upon the course of action, if any, to be pursued (which shall
be at the expense of the Company) if your claim for such refund or credit is
denied. </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(ii)</TD>
<TD>In the event that the
Excise Tax is later determined by the Accountant or the Internal Revenue Service
to exceed the amount taken into account hereunder at the time the Tax
Reimbursement Payment is made (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Tax Reimbursement
Payment), the Company shall make an additional Tax Reimbursement Payment in
respect of such excess (plus any interest or penalties payable with respect to
such excess) once the amount of such excess is finally determined. </TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(iii)</TD>
<TD>In the event of any
controversy between you and the Internal Revenue Service (or other taxing
authority) that relates to the payment provided for under this Section 5,
subject to the second sentence of subpart (i)(C) above, you shall permit the
Company to control issues related to this Section 5 (at its expense), provided
that such issues do not potentially materially adversely affect you, but you
shall control any other issues that you may have with the Internal Revenue
Service (or other taxing authority). In the event the issues are interrelated,
you and the Company shall in good faith cooperate so as not to jeopardize
resolution of either issue, but if the parties cannot agree you shall make the
final determination with regard to the issues that you may have with the
Internal Revenue Service (or other taxing authority). In the event of any
conference with any taxing authority as to the Excise Tax or associated income
taxes, you shall permit the representative of the Company to accompany you, and
you and your representative shall cooperate with the Company and its
representative. </TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(iv)</TD>
<TD>With regard to any
initial filing for a refund or any other action required pursuant to this
Section 5 (other than by mutual agreement) or, if not required, agreed to by the
Company and you, you shall cooperate fully with the Company, and the Company
shall bear the expense for the preparation of any such filing or amended tax
return, provided that the foregoing shall not apply to actions that are provided
herein to be at your sole discretion. </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(e)</TD>
<TD>The Tax Reimbursement
Payment, or any portion thereof, payable by the Company shall be paid not later
than the fifth (5th) day following the determination by the Accountant, and any
payment made after such fifth (5th) day shall bear interest at the rate provided
in Code Section 1274(b)(2)(B). The Company shall use its best efforts to cause
the Accountant to promptly deliver the initial determination required hereunder
and, if not delivered, within ninety (90) days after the change in ownership
event covered by Section 280G(b)(2) of the Code, the Company shall pay you the
Tax Reimbursement Payment set forth in an opinion from counsel recognized as
knowledgeable in the relevant areas selected by you, and reasonably acceptable
to the Company, within five (5) days after delivery of such opinion. In
accordance with Section 15, the Company may withhold from the Tax Reimbursement
Payment and deposit with the applicable taxing authorities such amounts as they
are required to withhold by applicable law. To the extent that you are required
to pay estimated or other taxes on amounts received by you beyond any withheld
amounts, you shall promptly make such payments. The amount of such payment shall
be subject to later adjustment in accordance with the determination of the
Accountant as provided herein. </TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(f)</TD>
<TD>The Company shall be responsible for all charges of the Accountant and, if Section 5(e) is applicable,
the reasonable charges for the opinion given by your counsel.</TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(g)</TD>
<TD>You and the Company
shall mutually agree on and promulgate further guidelines in accordance with
this Section 5 to the extent, if any, necessary to effect the reversal of
excessive or shortfall Tax Reimbursement Payments. The foregoing shall not in
any way be inconsistent with Section 5(d)(i)(C) hereof. </TD></TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>6.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Indemnification</B></U>. (a) The Company and Millennium, jointly and
severally, agree that if you are made a party to or threatened to be made a
party to any action, suit or proceeding, whether civil, criminal, administrative
or investigative (a &#147;Proceeding&#148;), by reason of the fact that you are
or were a director or officer of the Company or Millennium or their
predecessors, and/or any other affiliate of any of such companies, or are or
were serving at the request of any of such companies or affiliates as a
director, officer, member, employee, fiduciary or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including,
without limitation, service with respect to employee benefit plans, whether or
not the basis of such Proceeding is alleged action in an official capacity as a
director, officer, member, employee, fiduciary or agent while serving as a
director, officer, member, employee, fiduciary or agent, you shall be
indemnified and held harmless by the Company and Millennium to the fullest
extent authorized by Delaware law (or, if different, the law applicable to such
company), as the same exists or may hereafter be amended, against all Expenses
incurred or suffered by you in connection therewith, and such indemnification
shall continue as to you even if you have ceased to be an officer, director,
member, fiduciary or agent, or are no longer employed by the Company, and shall
inure to the benefit of your heirs, executors and administrators. </FONT></P>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(b)</TD>
<TD>As used in this
Agreement, the term &#147;Expenses&#148; shall include, without limitation,
damages, losses, judgments, liabilities, fines, penalties, excise taxes,
settlements and reasonable costs, reasonable attorneys&#146; fees, reasonable
accountants&#146; fees, and reasonable disbursements and costs of attachment or
similar bonds, investigations, and any reasonable expenses of establishing a
right to indemnification under this Agreement. </TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(c)</TD>
<TD>Expenses incurred by
you in connection with any Proceeding shall be paid by the Company and
Millennium in advance upon your request and the giving by you of any
undertakings required by applicable law. </TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(d)</TD>
<TD>You shall give the
Company and Millennium prompt notice of any claim made against you for which
indemnity will or could be sought under this Agreement. In addition, you shall
give the Company and Millennium such information and cooperation as it may
reasonably require and as shall be within your power and at such times and
places as are reasonably convenient for you. </TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(e)</TD>
<TD>With respect to any Proceeding as to which you notify the Company and Millennium of the commencement
thereof:</TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(i)</TD>
<TD>the Company will be entitled to participate therein at its own expense; and</TD></TR>

<TR><TD WIDTH=140 VALIGN=TOP ALIGN=RIGHT>(ii)</TD>
<TD>except as otherwise
provided below, to the extent that it may wish, the Company jointly with any
other indemnifying party similarly notified will be entitled to assume the
defense thereof. You also shall have the right to employ your own counsel in
such Proceeding and the fees and expenses of such counsel shall be at the
expense of the Company. </TD></TR>
</TABLE>

<TABLE>
<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(f)</TD>
<TD>The Company and
Millennium shall not be liable to indemnify you under this Agreement for any
amounts paid in settlement of any Proceeding effected without its written
consent. Neither the Company nor Millennium shall settle any Proceeding in any
manner which would impose any penalty or limitation on you without your written
consent. Neither the Company, Millennium nor you will unreasonably withhold or
delay their consent to any proposed settlement. </TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(g)</TD>
<TD>The right to
indemnification and the payment of expenses incurred in defending a Proceeding
in advance of its final disposition conferred in this Section 6 shall not be
exclusive of any other right which you may have or hereafter may acquire under
any statute, provision of the certificate of incorporation or by-laws of the
company, agreement, vote of stockholders or disinterested directors or
otherwise. </TD></TR>

<TR><TD WIDTH=80 VALIGN=TOP ALIGN=RIGHT>(h)</TD>
<TD>The Company and
Millennium agree to maintain or cause to be maintained Officer and Director
liability insurance policies covering you and shall maintain at all times
following the Effective Date and during your term of employment with the Company
and/or Millennium coverage under such policies in the aggregate with regard to
all officers and directors, including you, of an amount not less than $50
million. The Company and Millennium shall maintain or cause to be maintained for
a six (6) year period commencing on the date you cease to be both an employee or
director of such entity or any of its affiliates, Officer and Director liability
insurance coverage for events occurring during the period you were an employee
or director of any such entity or any of its affiliates in the same aggregate
amount and under the same terms as are maintained for its active officers and
directors. The phrase &#147;in the same aggregate amount and under the same
terms&#148; shall include the same level of self-insurance by the entity as
shall be maintained for active officers and directors. </TD></TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>7.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Legal Fees</B></U>. In the event that a claim for payment or benefits under
this Agreement or any other plan or agreement of the Company or its affiliates
is disputed as a result of events which occurred on or after a Change in
Control, or during the Pre Change in Control Period, the Company shall pay all
reasonable attorney, accountant and other professional fees and reasonable
expenses incurred by you in pursuing such claim, unless the claim by you is
found to be frivolous by any court or arbitrator. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>8.</B>&nbsp;&nbsp;&nbsp;<U>
<B>No Duty to Mitigate/Set-off</B></U>. The Company agrees that if your employment
with the Company is terminated during the term of this Agreement, you shall not
be required to seek other employment or to attempt in any way to reduce any
amounts payable to you by the Company pursuant to this Agreement. Further, the
amount of any payment or benefit provided for in this Agreement shall not be
reduced by any compensation earned by you or benefit provided to you as the
result of employment by another employer or otherwise. Except as otherwise
provided herein and apart from any disagreement between you and the Company
concerning interpretation of this Agreement or any term or provision hereof, the
Company&#146;s obligations to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against you. The
amounts due under Section 4 are inclusive, and in lieu of, any amounts payable
under any other salary continuation or cash severance arrangement of the Company
and to the extent paid or provided under any other such arrangement shall be
offset against the amount due hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>9.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Term</B></U>. This Agreement shall be for a term (the &#147;Term&#148;)
commencing on the Effective Date and terminating on the Termination Date as
defined herein, provided that if a Change in Control has taken place prior to
the Termination Date, this Agreement shall continue in full force and effect
during the Change in Control Protection Period and further provided that the
payment and other obligations hereunder shall survive such termination to the
extent a Change in Control has occurred during the Term, and in any event, the
obligations under Section 6 hereof shall survive the end of the Term with regard
to matters occurring during the Term (even if a claim is made after the Term).
The Termination Date shall initially be September 30, 2003 and shall
automatically be extended for successive one (1) year periods as of September
30, 2003 and as of each anniversary of the Termination Date, unless notice is
given in writing to you by the Company at least 180 days prior to September 30,
2003, or any such anniversary of the Termination Date, of its intention to not
extend the Termination Date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>10.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Successors; Binding Agreement</B></U>. In addition to any obligations imposed
by law upon any successor to the Company, the Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree in writing to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place and this Agreement shall inure to the
benefit of such successor. Any such assignment shall not relieve the Company
from liability hereunder, for periods prior to such assignment, but shall
relieve the Company from liability for periods after such assignment. Reference
to the Company herein shall also include any successor to the Company. This
Agreement shall inure to the benefit of and be enforceable by your personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devises and legatees. If you die while any amount would still by
payable to you hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of the
Agreement to the executors, personal representatives, estate trustees, or
administrators of your estate. This Agreement is personal to you and neither
this Agreement nor any rights hereunder may be assigned by you. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>11.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Communications</B></U>. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, or sent by registered
mail, postage prepaid as follows:</FONT></P>

<TABLE>
<TR><TD WIDTH=350 VALIGN=TOP ALIGN=RIGHT>(i)</TD>
<TD>If to the Company or Millennium, to such entity at:</TD></TR>
<TR><TD>&nbsp;</TD><TD>230 Half Mile Road</TD></TR>
<TR><TD>&nbsp;</TD><TD>Red Bank, New Jersey  07701</TD></TR>
<TR><TD>&nbsp;</TD><TD>Attention:&nbsp;&nbsp;&nbsp;William M. Landuyt</TD></TR>
<TR><TD>&nbsp;</TD><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman and Chief Executive Officer</TD></TR>

<TR><TD WIDTH=350 VALIGN=TOP ALIGN=RIGHT>(ii)</TD>
<TD>If to you, to the last</TD></TR>
<TR><TD>&nbsp;</TD><TD>shown address on the books of</TD></TR>
<TR><TD>&nbsp;</TD><TD>the Company or Millennium.</TD></TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Any such notice shall be deemed given when so delivered personally, or, if mailed, five (5) days after
the date of deposit (in the form of registered or certified mail, return receipt requested, postage prepaid) in
the United States postal system.  Any party may by notice designate another address or person for receipt of
notices hereunder.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>12.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Not an Agreement of Employment</B></U>. This is not an agreement assuring employment
and the Company reserves the right to terminate your employment at any time with
or without Cause, subject to the payment provisions hereof if such termination
is during the Change in Control Protection Period. You acknowledge that you are
aware that you shall have no claim against the Company hereunder or for
deprivation of the right to receive the amounts hereunder as a result of any
termination that does not specifically satisfy the requirements hereof. The
foregoing shall not affect your rights under any other agreement with the
Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>13.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Miscellaneous</B></U>. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Company Board (as defined in Part III of Exhibit A). No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time. This Agreement constitutes the entire Agreement between the parties hereto
pertaining to the subject matter hereof and supersedes any prior agreements
between the Company and you. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
All references to any law shall be deemed also to refer to any successor
provisions to such laws. For the avoidance of doubt, the Company and you concur
that the formation of Equistar Chemicals, LP (&#147;Equistar&#148;) and the
contribution of assets by Millennium Petrochemicals Inc. to Equistar on December
1, 1997, does not constitute a Change in Control under this Agreement or any
other agreement or plan of Millennium and its affiliates affecting you
(including any stock option agreement or restricted stock agreement with
Millennium). In addition, (i) the sale or disposition of all or any part of
Millennium&#146;s interests in Equistar (and all subsequent sales and
dispositions of any securities or assets received as proceeds thereof, or as
proceeds of proceeds) shall not be deemed to constitute a Change in Control
under this Agreement or any other agreement or plan affecting you, and (ii) if
Millennium sells or disposes of all or any part of Millennium&#146;s interests
in Equistar indirectly (either through the sale or other disposition of any
entity that owns, directly or indirectly, all or any part of Millennium&#146;s
interests in Equistar, or otherwise), then the sale or disposition of
Millennium&#146;s interests in Equistar (and all subsequent sales and
dispositions of any securities or assets received as proceeds thereof, or as
proceeds of proceeds) shall be ignored and disregarded in determining whether
any such Change in Control has occurred either under this Agreement or under any
other agreement or plan of Millennium or its affiliates affecting you. By way of
illustration, if an indirect subsidiary of Millennium that owns
Millennium&#146;s interests in Equistar together with certain other assets is
sold, then, in determining whether a Change in Control has occurred, all
relevant determinations shall be made pursuant to the assumption that (y) such
subsidiary owns only such other assets, and (z) neither such subsidiary nor
Millennium owns, either directly or indirectly, the interests in Equistar. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>14.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Independent Representation</B></U>.  You acknowledge that you have been advised by the
Company to have the Agreement reviewed by independent counsel and you have been
given the opportunity to do so.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>15.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Withholding Taxes</B></U>.  The Company may withhold from any and all amounts payable
under this Agreement such federal, state and local taxes as may be required to
be withheld pursuant to any applicable law or regulation.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>16.</B>&nbsp;&nbsp;&nbsp;<U>
<B>Governing Law</B></U>.  This Agreement shall be construed, interpreted, and governed
in accordance with the laws of the State of Delaware without reference to rules relating
to conflicts of law.</FONT></P>
<TABLE ALIGN=RIGHT>
<TR><TD VALIGN=TOP>Very truly yours,</TD></TR>
<TR><TD VALIGN=TOP>MILLENNIUM AMERICA HOLDINGS INC.</TD></TR>
<TR><TD VALIGN=TOP>By:<U>&nbsp;&nbsp;/s/William M. Landuyt</U></TD></TR>
<TR><TD VALIGN=TOP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;William M. Landuyt</TD></TR>
<TR><TD VALIGN=TOP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President and Chief Executive Officer</TD></TR>
</TABLE>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Agreed and Accepted as of the date<BR>
first written above.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>MILLENNIUM CHEMICALS INC.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(for purposes of Section 6 only)</FONT></P>
<P>&nbsp;</P>

<TABLE>
<TR><TD>By:</TD><TD><U>&nbsp;&nbsp;/s/William M. Landuyt</U></TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD></TR>
<TR><TD>&nbsp;</TD><TD>William  M. Landuyt</TD><TD>&nbsp;</TD><TD>[Name]</TD></TR>
<TR><TD>&nbsp;</TD><TD>Chairman, President and Chief</TD></TR>
<TR><TD>&nbsp;</TD><TD>Executive Officer</TD></TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B><U>EXHIBIT A</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B><U>Part I-- Cause</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>1. Subject to compliance
with the notification provisions in this Exhibit A, this Agreement shall not
prevent the termination of your employment by the Company for Cause. A
termination for Cause means a termination by the Company effected by a written
notice of termination for Cause. For purposes of this Agreement, the term
&#147;Cause&#148; shall be limited to your: (i) willful misconduct with regard
to the Company or its affiliates or their businesses which has a material
adverse effect on the Company and its affiliates taken as a whole; (ii) refusal
to follow the proper written direction of the Company Board provided that the
foregoing refusal shall not be &#147;Cause&#148; if in good faith you believe
that such direction is illegal, unethical or immoral and you promptly so notify
the applicable Company Board; (iii) conviction of a felony (other than a felony
involving a motor vehicle) and either (x) exhausting all appeals without a
reversal of the conviction or (y) commencing a term of incarceration in a house
of detention; (iv) breach of any fiduciary duty owed to the Company or its
affiliates which has a material adverse effect on the Company and its affiliates
taken as a whole; or (v) your material fraud with regard to the Company or any
of its affiliates. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2. A notice of termination
for Cause shall mean a notice that shall set forth in reasonable detail the
specific basis, facts and circumstances which provide for a basis for
termination for Cause and shall include a copy of a resolution duly adopted by
at least two-thirds of the directors of the applicable Company at a meeting
which was called for the purpose of considering such termination and which you
and your representative had the right to attend and address, finding that, in
the good faith opinion of the applicable board, you engaged in conduct set forth
in the definition of Cause herein and specifying the particulars thereof in
reasonable detail. The date of termination for a termination for Cause shall be
the date indicated in the notice of termination. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3. Notwithstanding anything
to the contrary contained in this Agreement, if any purported termination for
Cause within the Change in Control Protection Period that occurs on or after the
Effective Date is held by a court not to have been based on the grounds set
forth in this Agreement, or not to have followed the procedures set forth in
this Agreement, such purported termination for Cause shall be deemed a
termination by the Company without Cause and you shall be entitled to the
amounts and benefits provided in Section 4 to the extent, if any, applicable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U><B>Part II-- Change in Control</B></U></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>1. <U>Change in
Control</U>. For purposes of this Agreement, the term &#147;Change in
Control&#148; shall mean (i) any &#147;person&#148; as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
(&#147;Act&#148;) (other than Millennium, any trustee or other fiduciary holding
securities under any employee benefit plan of Millennium or any company owned,
directly or indirectly, by the stockholders of Millennium in substantially the
same proportions as their ownership of Common Stock of Millennium), becoming the
&#147;beneficial owner&#148; (as defined in Rule 13d-3 under the Act), directly
or indirectly, of securities of Millennium representing twenty-five percent
(25%) or more of the combined voting power of Millennium&#146;s then outstanding
securities; (ii) during any period of two (2) consecutive years (not including
any period prior to October 1, 1996), individuals who at the beginning of such
period constitute the Board of Directors of Millennium, and any new director
(other than a director designated by a person who has entered into an agreement
with Millennium to effect a transaction described in clause (i), (iii), or (iv)
of this paragraph or a director whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a person
other than the Board of Directors of Millennium) whose election by the Board of
Directors of Millennium or nomination for election by Millennium&#146;s
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the two (2) year
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the Board of Directors
of Millennium; (iii) the merger or consolidation of Millennium with any other
corporation, other than a merger or consolidation which would result in the
voting securities of Millennium outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent (50%) of the
combined voting power of the voting securities of Millennium or such surviving
entity outstanding immediately after such merger or consolidation; provided,
however, that a merger or consolidation effected to implement a recapitalization
of Millennium (or similar transaction) in which no person (other than those
covered by the exceptions in (i) above) acquires more than twenty-five percent
(25%) of the combined voting power of Millennium&#146;s then outstanding
securities shall not constitute a Change in Control of Millennium; or (iv)
approval by the stockholders of Millennium of a plan of complete liquidation of
Millennium or the closing of the sale or disposition by Millennium of all or
substantially all of Millennium&#146;s assets other than the sale or disposition
of all or substantially all of the assets of Millennium to one or more
Subsidiaries (as defined below) of Millennium or to a person or persons who
beneficially own, directly or indirectly, at least fifty percent (50%) or more
of the combined voting power of the outstanding voting securities of Millennium
at the time of the sale or disposition; provided, however, (y) the sale or
disposition of all or any part of Millennium&#146;s interests in Equistar (and
all subsequent sales and dispositions of any securities or assets received as
proceeds thereof, or as proceeds of proceeds) shall not be deemed to constitute
a Change in Control, and (z) if Millennium sells or disposes of all or any part
of Millennium&#146;s interests in Equistar indirectly (either through the sale
or other disposition of any entity that owns, directly or indirectly, all or any
part of Millennium&#146;s interests in Equistar, or otherwise), then the sale or
disposition of Millennium&#146;s interests in Equistar (and all subsequent sales
and dispositions of any securities or assets received as proceeds thereof, or as
proceeds of proceeds) shall be ignored and disregarded in determining whether
any such Change in Control has occurred. By way of illustration, if an indirect
subsidiary of Millennium that owns Millennium&#146;s interests in Equistar
together with certain other assets is sold, then, in determining whether a
Change in Control has occurred, all relevant determinations shall be made
pursuant to the assumption that (y) such subsidiary owns only such other assets,
and (z) neither such subsidiary nor Millennium owns, either directly or
indirectly, the interests in Equistar. &#147;Subsidiary&#148; shall have the
meaning set forth in Section 424 of the Code and the term shall also include any
partnership, limited liability company or other business entity if Millennium
owns, directly or indirectly, securities or other ownership interests
representing at least fifty percent (50%) of the ordinary voting power or equity
or capital interests of such entity. Only one (1) Change in Control may occur
under this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2. <U>Change in Control Protection Period</U>.  For
purposes of this Agreement, the term "Change in Control Protection Period" shall mean the Pre
Change in Control Period and the Post Change in Control Period as defined below.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3. <U>Pre Change in Control Period</U>.  For
purposes of this Agreement, Pre Change in Control Period shall mean the one-hundred and
eighty (180) day period prior to the date of a Change in Control that occurs on or after the
Effective Date.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4. <U>Post Change in
Control Period</U>. For purposes of this Agreement, Post Change in Control
Period shall mean the period commencing on the date of a Change in Control that
occurs on or after the Effective Date and ending the day immediately prior to
the second anniversary of the Change in Control. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B><U>Part III - Company Board</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>For purposes of this Agreement,
the term "Company Board" shall be deemed to refer to the Board of
Directors of the Company and Millennium.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B><U>Part IV - Disability</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>For purposes of this Agreement, the term "Disability" shall mean your inability to perform your material
duties and responsibilities hereunder due to the same or related physical or mental reasons for more than one
hundred eighty (180) consecutive days in any twelve (12) consecutive month period.  A termination for Disability
shall be deemed to occur when you are terminated by the Company by written notice after you incur a Disability
and while you remain disabled.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B><U>Part V - Good Reason</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>1. For purposes of this
Agreement, a termination for &#147;Good Reason&#148; shall mean a
termination by you effected by a written notice of termination for Good
Reason given within ninety (90) days after the occurrence of the Good Reason
event. Subject to subsection 3 below, &#147;Good Reason&#148; shall mean the
occurrence or failure to cause the occurrence, as the case may be, without your
express written consent, of (i) any material diminution of your positions,
duties or responsibilities with the Company from the highest position held
within the Pre Change in Control Period (except in each case in connection with
the termination of your employment for Cause, Disability or as a result of your
death, or in the case of a material diminution of duties or responsibilities,
temporarily as a result of your illness or other absence) or the assignment to
you of duties or responsibilities that are inconsistent with your aforementioned
highest position; (ii) your removal from, or the nonreelection to, your
positions as an officer with the Company or Millennium held during the Pre
Change in Control Period; (iii) a relocation of the Company&#146;s principal
United States executive offices to a location more than twenty-five (25) miles
from where they are at the time of the Change in Control, or a relocation by the
Company of your principal office away from such principal United States
executive offices; (iv) a failure by the Company or Millennium (A) to continue
any bonus plan, program or arrangement in which you were entitled to participate
during the Pre Change in Control Period (the &#147;Bonus Plans&#148;), provided
that any such Bonus Plans may be modified at the Company&#146;s discretion from
time to time but shall be deemed terminated if (x) any such plan does not remain
substantially in the form in effect prior to such modification or (y) if plans
providing you with substantially similar benefits are not substituted therefor
(&#147;Substitute Plans&#148;), or (B) to continue you as a participant in the
Bonus Plans or Substitute Plans on not less than the same maximum level of award
and not more than the same level of difficulty for achievability thereof as was
applicable to you immediately prior to any change in such plans, in accordance
with the Bonus Plans and the Substitute Plans; (v) any material breach by the
Company or Millennium of any provision of this Agreement; (vi) if on the Company
Board during the Pre Change in Control Period, your removal from or failure to
be reelected to the Company Board; (vii) a reduction by the Company of your rate
of annual base salary to a level below your highest rate of base salary within
one-hundred and eighty (180) days prior to the Change in Control; or (viii)
failure of any successor of the Company to assume in a writing delivered to you
upon the assignee becoming such, the obligations of the Company hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2. A notice of termination
for Good Reason shall indicate the specific basis for termination relied upon
and set forth in reasonable detail the facts and circumstances claimed to
provide a basis for a termination for Good Reason. The failure by you to set
forth in the notice of termination for Good Reason any facts or circumstances
which contribute to the showing of Good Reason shall not waive any of your
rights hereunder or preclude you from asserting such fact or circumstance in
enforcing your rights hereunder. The notice of termination for Good Reason shall
provide for a date of termination not less than ten (10) nor more than sixty
(60) days after the date such notice of termination for Good Reason is given. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3. In the event that a
Direct Pay Letter of Credit is delivered in accordance with Section 3 of this
Agreement at the time of a Change in Control, the definition of Good Reason
shall not include the events set forth in subsections 1(i), (ii) and (vi) above
so long as during such period you are maintained in a senior advisory capacity
(without any line or other staff responsibilities) to assist in the orderly
transition to new management. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B><U>Part VI - Retirement</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>For purposes of this Agreement, the term "Retirement" shall mean your retirement by the Company at or
after your sixty-fifth (65th) birthday to the extent such termination is specifically permitted as a stated
exception from applicable federal and state age discrimination laws based on position and retirement benefits.</FONT></P>

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