S-8

As filed with the Securities and Exchange Commission on November 30, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

LYONDELL CHEMICAL COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1221 McKinney Street, Suite 700 Houston, Texas 77010	95-4160558
(State or Other Jurisdiction of Incorporation or Organization)	(Address of Principal Executive Offices and Zip Code)	(I.R.S. Employer Identification No.)

Millennium Chemicals Inc. Long Term Stock Incentive Plan

Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan

Millennium Chemicals Inc. Supplemental Savings and Investment Plan

Millennium Chemicals Inc. Salary and Bonus Deferral Plan

Millennium Savings and Investment Plan

Millennium Chemicals Inc. Sharesave Scheme 1997

Millennium Inorganic Chemicals Ltd (Asia/Pacific) Employee Share Acquisition Scheme

Fonds Commun de Placement d’Entreprise “Millennium”

Share Purchase Plan

Millennium Inorganic Chemicals Share Incentive Plan

(Full Title of the Plans)

KERRY A. GALVIN

Senior Vice President, General Counsel and Secretary

Lyondell Chemical Company

1221 McKinney Street, Suite 700

Houston, Texas 77010

(Name and Address of Agent for Service)

(713) 652-7200

(Telephone Number, Including Area Code,

of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (2)	Proposed maximum offering price per share	Proposed maximum aggregate offering price (4)	Amount of Registration Fee
Common Stock, par value $1.00 per share (1)	2,520,447(3)	(4)	$53,769,326	$6,813

(1) Includes the associated rights to purchase common stock under Lyondell Chemical Company’s (“Lyondell”) Rights Agreement dated as of December 8, 1995, as amended. No separate consideration is payable for the associated right to purchase common stock. The registration fee for these securities is included in the fee for the common stock.

(2) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover such indeterminate number of additional shares as may become issuable under the plans as a result of the antidilution provisions thereof. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Millennium Savings and Investment Plan described herein.

(3) The shares of Lyondell common stock being registered hereby include (a) 384,849 shares to be offered under the Millennium Chemicals Inc. Long Term Stock Incentive Plan; (b) 1,191,876 shares to be offered under the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan; (c) 39,387 shares to be offered under the Millennium Chemicals Inc. Supplemental Savings and Investment Plan; (d) 217,616 shares to be offered under the Millennium Chemicals Inc. Salary and Bonus Deferral Plan; (e) 499,000 shares to be offered under the Millennium Savings and Investment Plan; (f) 137,720 shares to be offered under the Millennium Chemicals Inc. Sharesave Scheme 1997, (g) 10,000 shares to be offered under the Millennium Inorganic Chemicals Ltd (Asia/Pacific) Employee Share Acquisition Scheme, (h) 10,000 shares to be offered under the Fonds Commun de Placement d’Entreprise “Millennium”, (i) 10,000 shares to be offered under the Share Purchase Plan and (j) 20,000 shares to be offered under the Millennium Inorganic Chemicals Share Incentive Plan (each of the plans referred to in (a) - (j) are hereinafter referred to as the “Plans”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), among Lyondell, Millennium Chemicals Inc. (“Millennium”) and Millennium Subsidiary LLC (“Merger Sub”), dated March 28, 2004 (i) Merger Sub will merge into Millennium, (ii) a share of Millennium preferred stock will be issued immediately prior to the merger and will be converted into common stock of Millennium, (iii) Millennium will become a wholly owned subsidiary of Lyondell, (iv) each share of Millennium common stock will be converted into the right to receive between 0.95 and 1.05 shares of Lyondell common stock, with the final exchange ratio based on the weighted average sales price of Lyondell common stock for the 20 trading days ending on the third trading day before the closing of the transaction, and (v) Lyondell common stock, rather than Millennium common stock, will be issued to participants under the Plans for outstanding awards and future grants or purchases, if any, under the Plans. The exchange ratio of Lyondell shares to Millennium shares will be 0.95.

(4) Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933 solely for the purpose of computing the registration fee and based upon (a) the aggregate exercise price of the options to purchase 1,344,531 shares of Millennium common stock outstanding as of November 26, 2004, that will become options to purchase a total of 1,277,304 shares of Lyondell common stock upon consummation of the transactions pursuant to the Merger Agreement ($20,651,996) and (b) with respect to the balance of the 1,243,143 shares of Lyondell common stock registered hereby, the average of the high and low sales price of Lyondell common stock reported on the New York Stock Exchange on November 22, 2004 ($26.64).

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note: The document(s) containing the information required by Item 1 of Form S-8 and the statement of availability of information about us and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. We shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, we will furnish to the SEC or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. You can read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You can obtain information about the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available free of charge from our web site at www.lyondell.com. Information contained on our web site or any other web site is not incorporated into this Registration Statement and does not constitute a part of this Registration Statement. You can also obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The SEC allows us to incorporate by reference the information we and other registrants file with it, which means we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this Registration Statement, and later information we file with the SEC will automatically update and supersede that information. We incorporate by reference the documents listed below, and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all the offered securities. The documents we incorporate by reference are:

• Lyondell’s annual report on Form 10-K for the year ended December 31, 2003;

• Lyondell’s quarterly reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004;

• Lyondell’s current reports on Form 8-K filed January 16, March 29, April 15, August 23, September 20, October 4, October 5 and November 22, 2004;

• The description of Lyondell’s capital stock (including the related rights to purchase Lyondell common stock) contained in Lyondell’s current report on Form 8-K filed with the SEC on October 22, 2002, as such may be amended from time to time; and

• Annual report of the Millennium Savings and Investment Plan on Form 11-K for the year ended December 31, 2003.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

The legality of the Lyondell common stock is opined on by Kerry A. Galvin, our Senior Vice President, General Counsel and Secretary. As of October 14, 2004, Ms. Galvin owned 31,261 shares of Lyondell common

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stock, either directly or through employee benefit plans, and held options to acquire 393,095 shares of Lyondell common stock.

Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for any of the following:

• any breach of the director’s duty of loyalty to the corporation or its shareholders,

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

• payments of unlawful dividends or unlawful stock repurchases or redemptions, or

• any transaction from which the director derived an improper personal benefit.

Lyondell’s Amended and Restated Certificate of Incorporation provides that no director shall be personally liable to it or any of its shareholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law. Any repeal or modification of such provision shall not adversely affect any right or protection of a director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; or (2) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by Lyondell’s certificate of incorporation or by-laws, a vote of shareholders or disinterested directors, agreement or otherwise.

By-laws

Lyondell’s Amended and Restated By-laws (“Lyondell’s By-laws”) contain indemnification rights for its directors and officers. Specifically, Lyondell’s By-laws provide that Lyondell shall indemnify its officers and directors with respect to all matters to which Section 145 of the Delaware General Corporation Law may in any way relate, to the fullest extent permitted or allowed by the laws of the State of Delaware. Further, Lyondell may maintain insurance to protect itself and any of its directors and officers or directors or officers of another corporation, partnership, joint venture, trust or other enterprise against expense, liability or loss. Lyondell may also enter into indemnity agreements with persons who are members of its board of directors, its elected officers and with other persons as the board of directors may designate.

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Millennium’s By-laws (the “Millennium By-laws”) contain indemnification rights for its directors and officers. Specifically, the Millennium By-laws provide that Millennium shall indemnify its officers and directors with respect to all matters to which Section 145 of the Delaware General Corporation Law may in any way relate, to the fullest extent permitted or allowed by the laws of the State of Delaware. Further, Millennium may maintain insurance for directors and officers of Millennium, and persons who serve at the request of Millennium as directors, officers, members, employees, fiduciaries or agents of other enterprises against any expense, liability or loss incurred in such capacity, whether or not Millennium would have the power to indemnify such persons against such expense or liability under the Millennium By-laws. The indemnification rights conferred by the Millennium By-laws shall continue as to a person who has ceased to be a director or officer of Millennium.

Indemnity Agreements

Lyondell has entered or will enter into indemnity agreements (“Indemnity Agreements”) with each of its present and future directors and officers (individually, the “Indemnitee” and collectively, the “Indemnitees”). Each provides for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent permitted by Delaware law. More specifically, each Indemnity Agreement provides (i) that an Indemnitee is automatically entitled to indemnification for expenses to the extent an Indemnitee (including the Indemnitee’s estate, heirs, executors, and administrators) is successful in defending any indemnifiable claim whether on the merits or otherwise, (ii) that an Indemnitee is entitled to the advancement of expenses during the pendency of a proceeding, (iii) that Lyondell has the burden of proving that an Indemnitee is not entitled to indemnification and negates certain presumptions that may otherwise be drawn against an Indemnitee, (iv) a mechanism through which an Indemnitee may seek court relief in the event the Reviewing Party (as defined in the Indemnity Agreements) determines that the Indemnitee would not be entitled to be indemnified, (v) that an Indemnitee is entitled to indemnification against all expenses (including attorneys’ fees) incurred in seeking to collect an indemnity claim or advancement of expenses from Lyondell and (vi) that after there has been a Change of Control (as defined in the Indemnity Agreements), all of Lyondell’s determinations regarding a right to indemnity, and the right to advancement of expenses, shall be made by independent legal counsel.

In the event of a Potential Change in Control (as defined in the Indemnity Agreements), the Indemnity Agreements require Lyondell, upon written request of the Indemnitee, to create a trust to indemnify the Indemnitee and to fund such trust in an amount sufficient to cover expenses reasonably anticipated. Upon a Change of Control, the trust would become irrevocable and the funds committed to such trust would not be available to Lyondell for use as working capital. All unexpended funds in the trust will revert to Lyondell upon a final court determination that an Indemnitee has been fully indemnified under the terms of the Indemnity Agreement.

Indemnitees’ rights under the Indemnity Agreements are not exclusive of any other rights they may have under Delaware Law, directors’ and officers’ liability insurance, its By-laws or otherwise. However, the Indemnity Agreements do prevent double payment.

If, in the future, because of changes in Delaware Law or otherwise, Lyondell determines that the Indemnity Agreements do not provide indemnification to the fullest extent of the Delaware law, Lyondell intends to amend such agreements, or enter into new agreements with directors and officers, to provide, in its judgment, for full indemnification.

Lyondell believes that the By-laws and the Indemnity Agreements are largely confirmatory of Delaware law. However, the provisions of the By-laws and the Indemnity Agreements apply to proceedings arising from acts or omissions occurring before or after their respective adoption or execution. In addition, the contract right explicitly created in the Indemnity Agreements gives the Indemnitee protection against a subsequent, adverse change in the indemnification provisions of its By-laws, such as might occur in the event of a Change of Control (as defined in the Indemnity Agreements). Upon a Change of Control, the establishment of a trust fund pursuant to the Indemnity Agreements might facilitate indemnification payments, but would not broaden the rights to indemnity thereunder. Furthermore, under the Delaware Law, the advance of litigation expenses is discretionary; under the Indemnity Agreements, such advance is mandatory absent a special determination to the contrary. Litigation expenses incurred by an Indemnitee in a proceeding to seek recovery of amounts due under the Indemnity Agreement are recoverable under the Indemnity Agreement if the Indemnitee is successful in whole or in part. In the absence of the Indemnity Agreement, such expenses might not have been recoverable.

Unlike Delaware law, which authorizes the payment of expenses (including legal fees) in a shareholders’ derivative suit, but not of any other amounts, such as fees or settlements, the Indemnity Agreements do not

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distinguish between indemnification for claims brought by or in the right of Lyondell Chemical Company and indemnification for claims brought by third parties. Accordingly, Lyondell would be permitted under an Indemnity Agreement to indemnify an Indemnitee within the limits established by law and public policy.

Merger Agreement

The Merger Agreement provides that each person who had been an officer or director of Millennium or any subsidiary or division before the effective date of the transaction will be indemnified by Lyondell for six years after the effective date of the transaction, to the fullest extent permitted under applicable law, against all losses, claims, damages, liabilities, costs or expenses, judgments, fines, penalties and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding, investigation or inquiry arising out of or pertaining to acts or omissions, or alleged acts or omissions. The indemnity agreement also covers persons who served at the request of Millennium as a director, officer, limited liability company member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise. The Merger Agreement further provides that, for six years after the effective date of the transaction, Lyondell will maintain directors’ and officers’ liability insurance policies that provide coverage to those officers and directors of Millennium covered by a policy existing at the time of execution that are no less advantageous as a whole than those policies. Lyondell is not, however, required to pay annual premiums in excess of 250% of the last annual premium paid by Millennium before the execution of the Merger Agreement.

The above discussion of the Delaware General Corporation Law, our Bylaws and Indemnity Agreements and the Merger Agreement is intended to be only a summary and is qualified in its entirety by the full text of each of the foregoing.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

The following documents are filed as a part of this registration statement or incorporated by reference herein:

Exhibit No.	Description
*2.1	Agreement and Plan of Merger, dated March 28, 2004, by and among Lyondell Chemical Company, Millennium Chemicals Inc., and Millennium Subsidiary LLC (filed as an exhibit to Lyondell’s Current Report on Form 8-K filed on March 29, 2004 and incorporated herein by reference).
*3.1	Amended and Restated Certificate of Incorporation of Lyondell Chemical Company (filed as Annex E to Lyondell’s Registration Statement on Form S-4/A filed on September 30, 2004 and incorporated herein by reference).
*3.2	Amended and Restated By-Laws of Lyondell Chemical Company (filed as an exhibit to Lyondell’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by reference).
*4.1	Specimen common stock certificate (filed as an exhibit to Lyondell’s Registration Statement on Form S-1 (No. 33-25407) and incorporated herein by reference).
*4.2	Rights Agreement dated as of December 8, 1995 between Lyondell Chemical Company and the Bank of New York, as Rights Agent (filed as an exhibit to Lyondell’s Current Report on Form 8-K dated December 8, 1995 and incorporated herein by reference).
*4.2(a)	Amendment to Rights Agreement dated August 22, 2002 (filed as an exhibit to Lyondell’s Current Report on Form 8-K dated as of August 22, 2002 and incorporated herein by reference).

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*4.2(b)	Amendment to Rights Agreement dated January 1, 2003 (filed as an exhibit to Lyondell’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.3(a)	Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.25 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.3(b)	Amendment Number One to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.6 to Millennium’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference).
*4.3(c)	Amendment dated July 24, 1997 to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Appendix B to Millennium’s Report on Form 10-12B filed August 23, 1996 and incorporated herein by reference).
*4.3(d)	Amendments dated January 23, 1998 and December 10, 1998, to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.23(d) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
*4.3(e)	Amendment dated as of November, 2002, to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.7(e) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.4(a)	Millennium Chemicals Inc. Salary and Bonus Deferral Plan (Filed as Exhibit 10.30 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference).
*4.4(b)	Amendment Number One dated January 23, 1998, to the Millennium Chemicals Inc. Salary and Bonus Deferral Plan (Filed as Exhibit 10.30(b) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).
*4.4(c)	Amendment Number Two dated January 22, 1999, to the Millennium Chemicals Inc. Salary and Bonus Deferral Plan (Filed as Exhibit 10.28(c) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
*4.4(d)	Amendment Number Three to the Millennium Chemicals Inc. Salary and Bonus Deferral Plan dated November 2002 (Filed as Exhibit 10.19(d) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.5(a)	Millennium Chemicals Inc. Supplemental Savings and Investment Plan (Filed as Exhibit 10.29 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
*4.5(b)	Amendment to the Millennium Chemicals Inc. Supplemental Savings and Investment Plan (Filed as Exhibit 10.20(b) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.6	Millennium Chemicals Inc. 2003 Long Term Incentive Plan (Filed as Exhibit 10.15 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.7	Millennium Chemicals Inc. 2004 Long Term Incentive Plan (Filed as Exhibit 10.16 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).

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*4.8	Millennium Chemicals Inc. 2003 Executive Long Term Executive Plan (Filed as Exhibit 10.17 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.9	Millennium Chemicals Inc. 2004 Executive Long Term Incentive Plan (Filed as Exhibit 10.18 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.10(a)	Millennium America Holdings Inc. Long Term Incentive Plan and Executive Long Term Incentive Plan Trust Agreement (Filed as Exhibit 10.23 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
*4.10(b)	Amendment Number 1 to the Millennium America Holdings Inc. Long Term Incentive Plan Trust Agreement (Filed as Exhibit 10.23(b) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.11(a)	Millennium Chemicals Inc. Omnibus Incentive Compensation Plan (Filed as Exhibit 10.24 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
*4.11(b)	Form of Stock Option Agreement under Omnibus Incentive Compensation Plan (Filed as Exhibit 10.24(b) to Millennium’s Annual Report on Form 10-K for the period ending December 31, 2001 and incorporated herein by reference).
*4.11(c)	Amendment to Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (Filed as Exhibit 10.24(c) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.11(d)	Amendment dated as of November, 2002, to the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (Filed as Exhibit 10.20(d) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(e)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement for Non-Employee Directors (Filed as Exhibit 10.20(e) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(f)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Performance Unit Award Agreement for International Officers and Key Employees (Filed as Exhibit 10.20(f) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(g)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement for International Officers and Key Employees (Filed as Exhibit 10.20(g) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(h)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement for Officers and Key Employees (Filed as Exhibit 10.20(h) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.12	Millennium Savings and Investment Plan (Filed as Exhibit 4.4 to Millennium’s Registration Statement on Form S-8 filed January 14, 2002).
4.13	Millennium Chemicals Inc. Sharesave Scheme 1997 (filed herewith)

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4.14	Millennium Inorganic Chemicals Ltd (Asia/Pacific) Employee Share Acquisition Scheme (filed herewith)
4.15	Fonds Commun de Placement d’Entreprise “Millennium” (English translation of foreign language document filed herewith pursuant to Rule 403(c)(4))
4.16	Share Purchase Plan (filed herewith)
4.17	Millennium Inorganic Chemicals Share Incentive Plan (filed herewith)
5.1	Opinion of Kerry A. Galvin, Senior Vice President, General Counsel and Secretary of the Company (filed herewith). The Millennium Savings and Investment Plan will be submitted to the Internal Revenue Service (“IRS”) and Lyondell undertakes to make all changes required by the IRS to qualify the plan.
23.1	Consent of Kerry A. Galvin (included in Exhibit 5).
23.2	Consent of PricewaterhouseCoopers LLP, the independent registered public accounting firm for Lyondell Chemical Company (filed herewith).
23.3	Consent of PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Millennium Savings and Investment Plan (filed herewith).
24.1	Power of Attorney (filed herewith).

* Incorporated herein by reference as indicated.

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Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas, on this 30th day of November, 2004.

LYONDELL CHEMICAL COMPANY
By:	/s/    KERRY A. GALVIN
Name:	Kerry A. Galvin
Title:	Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

* Dr. William T. Butler	Chairman of the Board	November 30, 2004
* Dan F. Smith	President, Chief Executive Officer and Director (Principal Executive Officer)	November 30, 2004
* Carol A. Anderson	Director	November 30, 2004
* Stephen I. Chazen	Director	November 30, 2004
* Travis Engen	Director	November 30, 2004
* Danny W. Huff	Director	November 30, 2004
* Dr. Ray R. Irani	Director	November 30, 2004
* Stephen F. Hinchliffe, Jr.	Director	November 30, 2004
* David J. Lesar	Director	November 30, 2004
* Dudley C. Mecum	Director	November 30, 2004
* Dr. William R. Spivey	Director	November 30, 2004

* Charles L. Hall	Vice President and Controller (Principal Accounting Officer)	November 30, 2004
* Kevin DeNicola	Vice President and Senior Chief Financial Officer (Principal Financial Officer)	November 30, 2004

*By:	/s/    KERRY A. GALVIN
	Kerry A. Galvin, as Attorney in fact

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Millennium Savings and Investment Plan) have duly caused this registration statement to be signed on behalf of the Millennium Savings and Investment Plan by the undersigned, thereunto duly authorized, in the city of Hunt Valley, state of Maryland on November 30, 2004.

MILLENNIUM SAVINGS AND INVESTMENT PLAN (Plan)
By:	/s/    C. WILLIAM CARMEAN
	C. William Carmean Member, Benefits Administration Committee

EXHIBIT INDEX

*2.1	Agreement and Plan of Merger, dated March 28, 2004, by and among Lyondell Chemical Company, Millennium Chemicals Inc., and Millennium Subsidiary LLC (filed as an exhibit to Lyondell’s Current Report on Form 8-K filed on March 29, 2004 and incorporated herein by reference).
*3.1	Amended and Restated Certificate of Incorporation of Lyondell Chemical Company (filed as Annex E to Lyondell’s Registration Statement on Form S-4/A filed on September 30, 2004 and incorporated herein by reference).
*3.2	Amended and Restated By-Laws of Lyondell Chemical Company (filed as an exhibit to Lyondell’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by reference).
*4.1	Specimen common stock certificate (filed as an exhibit to Lyondell’s Registration Statement on Form S-1 (No. 33-25407) and incorporated herein by reference).
*4.2	Rights Agreement dated as of December 8, 1995 between Lyondell Chemical Company and the Bank of New York, as Rights Agent (filed as an exhibit to Lyondell’s Current Report on Form 8-K dated December 8, 1995 and incorporated herein by reference).
*4.2(a)	Amendment to Rights Agreement dated August 22, 2002 (filed as an exhibit to Lyondell’s Current Report on Form 8-K dated as of August 22, 2002 and incorporated herein by reference).
*4.2(b)	Amendment to Rights Agreement dated January 1, 2003 (filed as an exhibit to Lyondell’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.3(a)	Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.25 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.3(b)	Amendment Number One to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.6 to Millennium’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference).
*4.3(c)	Amendment dated July 24, 1997 to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Appendix B to Millennium’s Report on Form 10-12B filed August 23, 1996 and incorporated herein by reference).
*4.3(d)	Amendments dated January 23, 1998 and December 10, 1998, to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.23(d) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
*4.3(e)	Amendment dated as of November, 2002, to the Millennium Chemicals Inc. Long Term Stock Incentive Plan (Filed as Exhibit 10.7(e) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.4(a)	Millennium Chemicals Inc. Salary and Bonus Deferral Plan (Filed as Exhibit 10.30 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference).

*4.4(b)	Amendment Number One dated January 23, 1998, to the Millennium Chemicals Inc. Salary and Bonus Deferral Plan (Filed as Exhibit 10.30(b) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).
*4.4(c)	Amendment Number Two dated January 22, 1999, to the Millennium Chemicals Inc. Salary and Bonus Deferral Plan (Filed as Exhibit 10.28(c) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
*4.4(d)	Amendment Number Three to the Millennium Chemicals Inc. Salary and Bonus Deferral Plan dated November 2002 (Filed as Exhibit 10.19(d) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.5(a)	Millennium Chemicals Inc. Supplemental Savings and Investment Plan (Filed as Exhibit 10.29 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
*4.5(b)	Amendment to the Millennium Chemicals Inc. Supplemental Savings and Investment Plan (Filed as Exhibit 10.20(b) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.6	Millennium Chemicals Inc. 2003 Long Term Incentive Plan (Filed as Exhibit 10.15 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.7	Millennium Chemicals Inc. 2004 Long Term Incentive Plan (Filed as Exhibit 10.16 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.8	Millennium Chemicals Inc. 2003 Executive Long Term Executive Plan (Filed as Exhibit 10.17 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.9	Millennium Chemicals Inc. 2004 Executive Long Term Incentive Plan (Filed as Exhibit 10.18 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.10(a)	Millennium America Holdings Inc. Long Term Incentive Plan and Executive Long Term Incentive Plan Trust Agreement (Filed as Exhibit 10.23 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
*4.10(b)	Amendment Number 1 to the Millennium America Holdings Inc. Long Term Incentive Plan Trust Agreement (Filed as Exhibit 10.23(b) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.11(a)	Millennium Chemicals Inc. Omnibus Incentive Compensation Plan (Filed as Exhibit 10.24 to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
*4.11(b)	Form of Stock Option Agreement under Omnibus Incentive Compensation Plan (Filed as Exhibit 10.24(b) to Millennium’s Annual Report on Form 10-K for the period ending December 31, 2001 and incorporated herein by reference).

*4.11(c)	Amendment to Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (Filed as Exhibit 10.24(c) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
*4.11(d)	Amendment dated as of November, 2002, to the Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (Filed as Exhibit 10.20(d) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(e)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement for Non-Employee Directors (Filed as Exhibit 10.20(e) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(f)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Performance Unit Award Agreement for International Officers and Key Employees (Filed as Exhibit 10.20(f) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(g)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement for International Officers and Key Employees (Filed as Exhibit 10.20(g) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.11(h)	Form of Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement for Officers and Key Employees (Filed as Exhibit 10.20(h) to Millennium’s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
*4.12	Millennium Savings and Investment Plan (Filed as Exhibit 4.4 to Millennium’s Registration Statement on Form S-8 filed January 14, 2002).
4.13	Millennium Chemicals Inc. Sharesave Scheme 1997 (filed herewith)
4.14	Millennium Inorganic Chemicals Ltd (Asia/Pacific) Employee Share Acquisition Scheme (filed herewith)
4.15	Fonds Commun de Placement d’Entreprise “Millennium” (English translation of foreign language document filed herewith pursuant to Rule 403(c)(4))
4.16	Share Purchase Plan (filed herewith)
4.17	Millennium Inorganic Chemicals Share Incentive Plan (filed herewith)
5.1	Opinion of Kerry A. Galvin, Senior Vice President, General Counsel and Secretary of the Company (filed herewith). The Millennium Savings and Investment Plan will be submitted to the Internal Revenue Service (“IRS”) and Lyondell undertakes to make all changes required by the IRS to qualify the plan.
23.1	Consent of Kerry A. Galvin (included in Exhibit 5).
23.2	Consent of PricewaterhouseCoopers LLP, the independent registered public accounting firm for Lyondell Chemical Company (filed herewith).

23.3	Consent of PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Millennium Savings and Investment Plan (filed herewith).
24.1	Power of Attorney (filed herewith).

* Incorporated herein by reference as indicated.

EX-4.13

Exhibit 4.13

MILLENNIUM CHEMICALS INC

SHARESAVE SCHEME 1997

TRAVERS SMITH BRAITHWAITE

10 SNOW HILL

LONDON EC1A 2AL

TEL: 0171-248 9133

RULES OF THE MILLENNIUM CHEMICALS INC SHARESAVE SCHEME 1997

(approved by the Inland Revenue under Schedule 9, Income and Corporation Taxes Act 1988 on 11 February 1997 under Inland Revenue reference: SRS 1899/KG)

1. Definitions and Interpretation

1.1 The words and expressions set out below shall have the meanings specified against them:

“Announcement Date”	the date on which the Company makes the announcement of its results for a Year or the announcement of its interim results for a Year;
“Associated Company”	an associated company as defined in Section 416 of the Taxes Act (as modified by Section 187(2));
“the Auditors”	the auditors for the time being of the Company or if there are joint auditors such one as the Board shall select acting as experts and not as arbitrators;
“the Board”	the Board of Directors of the Company for the time being or a duly authorised committee thereof;
“the Bonus Date”	(i) the earliest date on which the maximum bonus is payable (where pursuant to Rules 2 and 3 the repayment under a Relevant Savings Contract is taken as including the maximum bonus) and (ii) in any other case the earliest date on which a bonus (the standard bonus”) is payable under a Relevant Savings Contract;
“Business Day”	a day on which the New York Stock Exchange is open for business;
“the Company”	Millennium Chemicals Inc.;
“control”	as defined in Section 840 of the Taxes Act;
“Date of Grant”	such date or dates in any Year as the Board may appoint for the grant of Options under Rule 2.3;

“the due date”	the due date referred to in Rule 5 for repayment to be made under a Relevant Savings Contract;
“employee”	an individual who is a director or employee of any company within the Group;
“Eligible Employee”	(a) an employee:
	(i) who has been in the continuous service of a company (currently within the Group) for one day or such shorter period as the Board may determine, on the Announcement Date immediately preceding the relevant Date of Grant; and
	(ii) whose remuneration is subject to United Kingdom Income Tax under Case I of Schedule E;
	(b) any other employee whom the Board shall have determined (in its absolute discretion) shall be eligible to participate in the Scheme;
	Provided that no person shall be an Eligible Employee in any year of assessment if he is ineligible to participate in the Scheme by virtue of paragraph 8 of Schedule 9 to the Taxes Act;
“Exercise Price”	the amount payable per Share on the exercise of an Option which amount shall be determined by the Board or the Relevant Grantor but shall not be less than the greater of:
	(a) 80% of the Market Price on the day on which the Board makes the relevant invitation under Rule 2.1; and
	(b) except in the case of a Purchase Option, the nominal value of a Share;

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“Form of Application”	a form of application for the grant of Options in such form as the Board may from time to time require;
“the Group”	the Company and any Subsidiary which the Board determines from time to time shall participate in the Scheme;
“Market Price”	the average of the closing market quotations of a Share derived from the New York Stock Exchange for the three immediately preceding dealing days;
“Option”	an option to acquire Shares granted pursuant to the Scheme or where applicable a Purchase Option;
“Option Holder”	a person to whom an Option has been granted under the Scheme or, where appropriate, the personal representatives of such a person;
“Purchase Option”	an Option to purchase existing Shares granted by Relevant Grantor under the Scheme;
“Relevant Grantor”	the trustees of any trust which holds Shares and confirms to the Company that it will comply with the Scheme;
“Relevant Savings Contract”	a certified contractual savings scheme within the meaning of Section 326 of the Taxes Act and approved by the Board of Inland Revenue for the purposes of Schedule 9 to the Taxes Act which has been entered into in connection with the granting of options to acquire shares under any share option scheme approved under Schedule 9 to the Taxes Act (including the Scheme);
“the Scheme”	the Millennium Chemicals Inc. Sharesave Scheme 1997;

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“Shares”	fully paid common stock in the capital of the Company which comply with the conditions in paragraphs 10 to 14 (inclusive, of Schedule 9 to the Taxes Act;
“Subsidiary”	a company wheresoever incorporated which is for the time being under the control of the Company;
“Taxes Act”	Income and Corporation Taxes Act 1988;
“Year”	an accounting reference period of the Company under the Companies Act 1985;
“Year of Assessment”	the year beginning on any 6th April and ending on the following 5th April.

1.2 References in the Scheme to a statute or a statutory provision shall include any modification re-enactment or extension thereof.

1.3 Words importing one gender shall include the other gender and words importing the singular shall (where appropriate) include the plural and vice versa.

2. Grant of Options

2.1 The Board having determined the number of Shares (if any) over which it is prepared to grant Options may invite each and every Eligible Employee to apply for Options to acquire at the Exercise Price for up to such number of Shares as the Board may specify in the invitation and as may be permitted in accordance with Rules 3 and 4. Invitations may only be made:

2.1.1 within the period of not more than 30 days after the date of approval of the Scheme by the Inland Revenue;

2.1.2 after the expiry of the period set out in 2.1.1 above, within the period of 42 days after each Announcement Date;

2.1.3 within the period of 21 days after the occurrence, in the opinion of the Board, of exceptional circumstances relating to or affecting the Group.

2.2 An invitation shall lapse unless within such period as the Board may specify in the invitation (such period being not less than 14 days after the date on which the invitation is made):

2.2.1 the Company shall have received a duly completed Form of Application from the employee which shall (subject to Rule 3.1) state, inter alia, whether for the purpose of determining the number of shares over which each Option is to be granted the repayment under the Relevant Savings Contract is to be taken as including the maximum bonus or the standard bonus; and

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2.2.2 the employee shall have applied to enter into a Relevant Savings Contract in respect of each Option complying with Rule 3.1 and shall have lodged such application with the Company.

2.3 The Board shall in respect of each occasion when invitations to apply for Options are made appoint a date to be the Date of Grant for that occasion which shall not be later than 30 days following the Business Day by reference to which the Market Price for the relevant invitations was determined except where applications are scaled down in accordance with Rule 4.4 when it shall not be later than 42 days following such day.

2.4 Subject to Rules 3 and 4, on each Date of Grant the Board shall accept the applications of, and thereby grant Options to, those Eligible Employees who have satisfied this requirement and who are Eligible Employees on that date.

2.5 A Relevant Grantor, after consultation with the Board and in accordance with Rules 2.1 to 2.4 above, may issue invitations and grant Purchase Options at the Option Price to any Eligible Employees in respect of such number of Shares as it shall determine. The Board shall give to the Relevant Grantor such information as it may reasonably request in relation to Purchase Options including information required to determine when Purchase Options will lapse following the cessation of an Option Holder’s employment.

2.6 As soon as practicable following the Date of Grant the Company or the Relevant Grantor shall issue to each Option Holder in respect of each Option an Option Certificate stating:

2.6.1 the Date of Grant on which the Option was granted;

2.6.2 the number of Shares comprised in the Option;

2.6.3 the Exercise Price in respect of those Shares; and

2.6.4 the earliest date of exercise in normal circumstances.

3. Conditions attaching to the grant of Options

3.1 Each Eligible Employee who wishes to apply for one or more Options shall first complete an application to enter into a Relevant Savings Contract under which the amount of the repayments (which at the discretion of the Company shall include such of the maximum bonus or the standard bonus as the Company may permit and the Eligible Employee shall have chosen) shall on the due date as nearly as practicable equal but not exceed the aggregate of the Exercise Price for the Shares comprised in the Options.

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3.2 An Option shall be personal to the Option Holder and may not, save as herein otherwise specifically provided, be transferred, assigned or charged and shall immediately become void and of no effect in the event of the bankruptcy of the Option Holder.

3.3 The Company shall have the power from time to time to determine with which savings institution Eligible Employees may enter Into Relevant Savings Contracts for the purpose of financing Options.

4. Limit on Options

4.1.1 No Option may be granted to an Eligible Employee which would result in the aggregate Exercise Prices of Shares comprised in outstanding Options granted to him under the Scheme exceeding the maximum amount repayable (inclusive of any bonuses applied under the Scheme) on the respective due dates to the employee under all his Relevant Savings Contracts.

4.1.2 No employee shall make monthly contributions under Relevant Savings Contracts exceeding, in aggregate, £250; or such lesser amount as the Board may decide. The monthly savings contributions under each Relevant Savings Contract shall not be less than £5 and shall be a multiple of £1 and for weekly paid employees shall be not less than £1.25 per week and shall be a multiple of £0.25.

4.2 If pursuant to any invitation made under Rule 2.1 valid applications are received for Options over more Shares than the aggregate number for which applications were invited (or the limits referred to above are exceeded) the Board shall scale down applications by carrying out the following steps successively to the extent necessary to eliminate the excess:

4.2.1 the monthly contributions which each applicant has applied to make under all Relevant Savings Contracts (and the number of Shares comprised in the Option) shall be aggregated and then scaled down as nearly as possible proportionately (contributions under each Relevant Savings Contract shall be rounded to the nearest multiple of £1, or in the case of weekly paid employees £0.25, provided that in no case shall the monthly contributions be reduced below £5 (or £1.25 per week in the case of weekly paid employees);

4.2.2 each application where the applicant has elected to apply the maximum bonus under the Relevant Savings Contract shall be treated as an application to apply the standard bonus;

4.2.3 each application shall be treated as exclusive of any bonus; and

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4.2.4 applications will be selected by lot each based on monthly contributions of £5 and exclusive of any bonus.

4.3 Each application shall be deemed to be modified or withdrawn in accordance with the foregoing and the Board shall grant Options accordingly.

4.4 To the extent that the Board consider that the exercise of Options can be satisfied by the transfer of Shares already in issue those Options shall not be treated as granted over unissued Shares.

5. Exercise of Options

5.1 Subject to the provisions of Rules 6 and 7 an Option may only be exercised within the six months commencing on the due date for repayment under the Option Holder’s Relevant Savings Contract. Where an Option Holder has elected to receive the maximum bonus (and Rule 4.2.2 has not been applied to reduce such bonus to the standard bonus) the due date shall be the earliest date on which the maximum bonus is payable. Where an Option Holder has elected to receive the standard bonus the due date shall be the earliest date on which the standard bonus is payable.

5.2 An Option shall be exercised by notice in writing (in the form prescribed by the Company) given by the Option Holder to the Company (or, in the case of Purchase Options to the Relevant Grantor) in respect of all or some of the Shares comprised in the Option and such notice shall be accompanied by the relevant Option Certificate and a remittance for the aggregate of the Exercise Prices payable, such payment to be made only out of the proceeds of the Relevant Savings Contract. No Option may be exercised in respect of a number of Shares the aggregate of the Exercise Prices for which exceeds the amount (including any bonus and/or interest) repaid under the Relevant Savings Contract. Any repayment under the Relevant Savings Contract shall exclude the repayment of any contribution the due date of which falls more than one month after the date on which repayment is made.

5.3 As soon as reasonably practicable and within 30 days after the receipt of notice of exercise of an Option and of the Option Certificate and the appropriate payment

Either

1) The Board shall procure that the Option Holder acquires the Shares in respect of which the Option has been validly exercised by either (i) allotting Shares to the Option Holder; or (ii) procuring the transfer of Shares to the Option Holder

OR

2) the Relevant Grantor shall procure the transfer of Shares to the Option Holder and shall issue a definitive certificate in respect of the Shares allotted or transferred. Such Shares shall rank for all distributions declared, made or paid to

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shareholders on the register on the immediately following record date occurring after the date on which the notice of exercise is given to the Company in accordance with Rule 5.2 and otherwise pari passu with the other fully-paid issued Shares.

5.4 The Company shall make application to the New York Stock Exchange for admission of all Shares issued under the Scheme.

5.5 If an Option Holder obtains repayment of his contributions under a Relevant Savings Contract prior to having made the maximum number of contributions thereunder the relevant Option shall thereupon lapse unless such Option is exercisable at the time of such repayment under Rule 6 or 7.

6. Rights to exercise Options

6.1 Save as provided in this Rule 6 an Option shall lapse if the Participant fails to make more than six monthly contributions under the Relevant Savings Contract or forthwith upon the Option Holder ceasing to be an employee, or on the date of receipt by the body administering the Relevant Savings Contract of a repayment notice requesting repayment prior to the due date provided that such Option is not then capable of being exercised. No Option may be exercised by any person who is (or by the personal representatives of a person who at the date of his death was) precluded from participating in the Scheme by paragraph 8 of Schedule 9 to the Taxes Act.

6.2 For the purposes of these Rules, where an Option Holder ceases to be an employee because his employment is terminated by his employer without notice or where he terminates his employment with or without notice, his employment shall be deemed to cease on the date on which the termination takes effect or, if earlier, the date of giving such notice. If the Option Holder’s employment is terminated by his employer with notice his employment shall be deemed to cease on the date when such notice expires.

6.3 Where the holder of an unexercised Option ceases to be an employee by reason of his death prior to the due date, the Option may be exercised by his personal representatives within twelve months of the date of death but shall lapse if it has not been exercised at the end of such period. Where the holder of an unexercised Option dies on or within 6 months after the due date the Option must be exercised (if at all) by his personal representatives within 12 months of the due date.

6.4 Where the holder of an unexercised Option ceases to be an employee by reason of:

6.4.1 injury, disability, or redundancy (within the meaning of the Employment Rights Act 1996); or

6.4.2 retirement either on reaching 65 years of age (which shall be the specified age for the purposes of paragraph 8A of Schedule 9, Taxes Act) or at any other age at which he is bound to retire in accordance with the terms of his contract of employment; or

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6.4.3 a company ceasing to be under the control of the Company, or a business or a part of a business being transferred to a person who is neither an Associated Company of the Company nor a company of which the Company has control

any such Option must be exercised (if at all) within six months of his so ceasing or, if earlier, within 6 months after the due date, but (subject to Rule 6.8) shall lapse if it has not been exercised at the end of such period.

6.5 If at the due date the holder of an unexercised Option has ceased to be an employee of the Company, but holds an office or employment in a company which is not a participating company but which is at the due date an Associated Company or a company of which the Company has control, then any such Option may be exercised within six months of the due date, but shall lapse if it has not been exercised at the end of such period.

6.6 Where the holder of an unexercised Option ceases to be an employee after the expiry of a period of three years from the relevant Date of Grant by reason of retirement with the consent of the Company before the age at which he is bound to retire in accordance with the terms of his contract of employment he may exercise any such Option within 6 months of the date of his so ceasing or, if earlier, within 6 months after the due date.

6.7 An Option Holder who continues to hold the office or employment by virtue of which he is eligible to participate in the Scheme after the date on which he reaches 65 years of age may exercise his Option or Options within 6 months after that date or, if earlier, within 6 months after the due date.

6.8 No person shall be treated for the purposes of this Rule 6 as ceasing to be employed by a member of the Group until he is no longer employed by the Company, any Associated Company or a company of which the Company has control.

7. Changes in control

7.1 For the purposes of the Scheme a change in control shall be deemed to have occurred where:

7.1.1 a person or group of persons acting in concert obtains control of the Company as a result of making:

(a) a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that it is satisfied that the person making the offer will have control of the Company; or

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(b) a general offer to acquire all the issued Shares

(subject to any condition on which the offer is made being satisfied and excluding in each case any shares already owned or controlled by that person or group); or

7.1.2 the members of the Company pass a resolution for the voluntary winding up of the Company.

7.1.3 the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, under Section 425 of the Companies Act 1985.

7.2.1 Except in cases where Rule 7.3 is implemented in the event of a change in control of the Company as defined in paragraph 7.1 above, Options shall become immediately exercisable and shall remain exercisable for a period of six months from the date of change in control.

7.2.2 Except as provided in Rule 6.3, Options exercisable under 7.1.1 or 7.1.3 above which are not exercised within six months from the date of change in control shall lapse. Options exercisable under Rule 7.1.2 which are not exercised within six months from the date of change in control shall lapse notwithstanding Rule 6.3.

7.3.1 If any company (hereafter the “Acquiring Company”) obtains control of the Company in the circumstances described in Rules 7.1.1 or 7.1.3 then the Option Holder may by agreement with the Acquiring Company within six months of the Acquiring Company obtaining control of the Company release his Options in consideration of the grant of New Options as defined in Rule 7.3.2.

7.3.2 New Options shall mean Options which are granted over shares in:

  (a) the Acquiring Company or

  (b) a company which has control of the Acquiring Company or

  (c) a company which is, or has control of a company which is a member of a consortium which owns or has control of the Acquiring Company.

7.3.3 The grant of New Options may only take place on the following conditions:

(a) the shares over which the New Options are granted (the “New Scheme Shares”) comply with the provisions relating to scheme shares contained in paragraphs 10 to 14 inclusive of Schedule 9 to the Taxes Act;

(b) the total market value, immediately before the Release, of the Shares which were subject to the Old Options is equal to the total market value, immediately after the Release, of the New Scheme Shares in respect of which the New Options are granted to the Option Holder;

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(c) the total amount payable by the Option Holder for the acquisition of New Scheme Shares on complete exercise of the New Options is equal to the total amount that would have been payable for the acquisition of Ordinary Shares on complete exercise of the Old Options; and

(d) the New Options are otherwise identical in terms to the Old Options.

7.3.4 The New Options shall, for all the other purposes of this Scheme be treated as having been acquired at the same time as the Old Options were or were treated as acquired and “Date of Grant” shall be construed accordingly.

7.3.5 Any agreement between the Acquiring Company and the Option Holder relating to the Release must be on terms that the Inland Revenue shall have previously approved and the conditions set out in Rule 7.3.3 must have been satisfied in relation thereto with the result that the New Options are treated for the purposes of Section 185 of the Taxes Act, this Scheme, and the subsequent application of the provisions of this Scheme to the New Options, as if such New Options had been granted at the same time as the Old Options.

7.3.6 Where the Option Holder releases his Options under Rule 7.3.1, the New Options granted to him on that Release shall not lapse, and nor shall the Option Holder be entitled to exercise the New Options early under Rule 7.2, solely by virtue of the circumstances which entitled the Option Holder to effect the Release.

7.3.7 Where any New Options are granted pursuant to this Rule, Rules 5.1, 5.2, 5.3, 5.4, 6.4, 6.5, 7.8, and 9.1 shall in relation to the New Options be construed as if references to the Company, and the Shares were references to the Acquiring Company or, as the case may be, to the other company to whose shares the New Options relate and to the shares in the Acquiring Company or in that other company, as the case may be but the Group shall continue to be construed as if the Company was Millennium Chemicals Inc.

8. Adjustment of Option Terms

8.1 With the prior approval of the Inland Revenue (and in the case of Purchase Options after consultation with the Relevant Grantor) the number of Shares that are the subject of an Option and/or the Exercise Price in respect thereof may be adjusted in such manner as the Auditors confirm in writing to be in their opinion fair and reasonable upon the occurrence of any capitalisation issue or offer by way of rights (including an open offer) or upon any sub-division, reduction or consolidation of the share capital of the Company after the date on which the Option is granted provided that the Exercise Price payable on the exercise of an Option shall not be less than a sum equal to the nominal value of a Share.

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8.2 If as a result of any issue the Exercise Price under any Option would (but for the proviso contained in Rule 8.1 fall below the nominal value of a Share the Company may, to the extent it is lawful so to do, upon exercise of such Option capitalise reserves to be applied in paying up additional Shares to be allotted to the Option Holder to bring about a full equitable adjustment hereunder.

9. General

9.1 The Company shall keep available a sufficient number of unissued Shares and/or have the agreement of other shareholders of the Company to transfer sufficient numbers of the shares held by them to satisfy the exercise in full of all Options for the time being remaining capable of being exercised.

9.2 The Relevant Grantor shall at all times keep sufficient Shares to satisfy all Purchase Options which remain capable of being exercised.

9.3 Participation in this Scheme by an Eligible Employee is a matter entirely separate from any pension right or entitlement he may have and from his terms and conditions of employment and in particular (but without limiting the generality of the foregoing) any Eligible Employee who leaves the employment of the Group or who otherwise ceases to be an Eligible Employee shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Scheme which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.

9.4 Any notice in writing to be given to any Option Holder under the Scheme shall be sufficiently given if sent through the post in a prepaid cover addressed to him at his address last known to the Company. An Option Holder shall notify the Company in writing of any change of address. Any notice in writing to be given to the Company shall be properly given if sent to or left at the registered office of the Company, addressed for the attention of the Company Secretary.

9.5 If any matter arises in connection with the Scheme or its operation for which provision is not made in these Rules such matter shall be resolved, dealt with or provided for in such manner as the Board shall in its absolute discretion think fit.

9.6 The Scheme shall be governed by English law.

10. Modifications to Scheme

10.1 The Board may from time to time make alterations to these Rules provided always that:

10.1.1 no alteration shall have effect until approved by the Board of Inland Revenue; and

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10.1.2 no alteration shall be effective which would materially prejudice the interests of Option Holders in relation to Options already granted to them unless the sanction of Option Holders has been obtained in accordance with the provisions for the alteration of class rights contained in the Articles of Association of the Company for the time being for which purpose an Option Holder shall be regarded as holding the number of Shares comprised in Options granted to him remaining capable of being exercised.

10.2 An Extraordinary Resolution of a meeting of Option Holders held in accordance with Rule 10.1.2 shall have the power to sanction any scheme, compromise or arrangement affecting Options or the rights thereunder and shall be binding on all Option Holders.

10.3 The Board may at any time (without prejudice to the rights of Option Holders under subsisting Options) suspend or terminate the operation of this Scheme and, unless the Scheme is extended by a board resolution of the Company no further Options shall be granted after 20 January 2007.

10.4 The Board’s decision on any matter concerning the Scheme shall (subject as expressly provided to the contrary in these Rules) be final and binding.

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EX-4.14

Exhibit 4.14

EMPLOYEE SHARE ACQUISITION SCHEME

AUSTRALIA

(ESAS)

IMPORTANT INFORMATION—PLAN RULES

Before you make any decisions, read through these Plan Rules carefully. Please note that Millennium cannot advise you whether or not you should invest in Millennium shares. The rules provides no financial product advice related to the Employee Share Acquisition Scheme and nothing in the rules should be taken to constitute a recommendation or statement of opinion. The rules does not take into account objectives, financial situation or needs of any particular person. Before acting on the information contained in these rules, or making a decision to participate in the Employee Share Acquisition Scheme, you should seek the professional advise of your tax, financial and/or legal advisor concerning whether participation in the Employee Share Acquisition Scheme is appropriate in light of your own circumstances. Remember too that share prices can fall. If Millennium’s share price does fall the value of your investment could be reduced.

These Plan Rules provides Australian employees with information on the Millennium Employee Share Acquisition Scheme (Australia) and is not intended to summarise the Trust Deed. In the event of any inconsistency the Trust Deed will prevail. The information contained in these rules are of a general nature only, does not constitute advice, and reflects the Trust Deed and the law applicable as at the date the plan rules are issued. Millennium cannot guarantee that the Trust Deed, Plan Rules or the law will not be changed between the date of these rules and the date the shares are allocated to employees.

You should consult your tax, financial and/or legal advisor before taking part in the Employee Share Acquisition Scheme (ESAS).

SHARE IN MILLENNIUM’S FUTURE

Eligible employees are invited to invest in Millennium through the Employee Share Acquisition Scheme (Australia).

These Plan Rules contains terms and conditions of Millennium’s offer to you to participate in the Employee Share Acquisition Scheme.

The information in these rules will help you to understand the key features and tax implications of the Employee Share Acquisition Scheme.

It is strongly recommended that you seek appropriate independent financial advice.

AN OUTLINE OF THE PLAN RULES

Millennium’s Employee Share Acquisition Scheme allows the ability to defer paying tax on your shares for up to 10 years.

By taking part in the Employee Share Acquisition Scheme you will authorise Millennium to made deductions from your pre-tax salary each pay period. Millennium will use your salary deductions to acquire Millennium shares on your behalf. This is known as “salary sacrifice”, a process currently approved by the Australian Taxation Office.

Like any shareholder, you will have the potential for growth in the value of your shares, as well as dividend rights. However, you could also lose money if the share price goes down.

Your Choice to Take Part

You do not have to participate in the Employee Share Acquisition Scheme—its your choice. If you do take part, you will have access to:

• Tax Concessions

• Share purchase through salary sacrifice (pre-tax)

• Dividend rights and potential growth in share value

and with no brokerage costs to pay on purchase and no administration fees to pay while your shares remain in the Employee Share Acquisition Scheme, it is also a cost-effective way to invest.

However, brokerage and administration fees are payable by the employee on sale/transfer of the shares.

TAKING PART

Who Can Take Part?

You can apply to participate in the Employee Share Acquisition Scheme if you are an eligible employee:

• You are a permanent full-time or permanent part-time employee of Millennium, and

• You have completed any probationary period that is a condition of your employment with Millennium.

BENEFITS OF OWNERSHIP

The Employee Share Acquisition Scheme gives you a choice of potentially valuable tax concessions—allowing you to defer paying tax on your Millennium shares for up to 10 years.

Tax Effectiveness

Under the Employee Share Acquisition Scheme, you will be able to salary sacrifice a portion of your annual pre-tax salary towards acquiring your Millennium shares. This is currently permitted by Australian Taxation Law.

Potential Income

From time to time, Millennium may pass on part of its profits to shareholders by paying a dividend. Shares acquired through the Employee Share Acquisition Scheme generally carry full dividend rights.

You will receive any dividends as cash, credited to the bank account you nominate. Dividends will be part of your taxable income for that year.

Potential Growth

Movements in the market value of Millennium shares will reflect the company’s performance and external factors such as general economic conditions and overall stock market sentiment. If the market value increases, the value of your Millennium shares will go up. Bear in mind that owning shares does involve risk—prices can also fall and the value of your investment could be reduced. You can check the current market price by visiting the Millennium intranet—Insite.

Dollar Cost Averaging

Your annual pre-tax salary will be reduced so that an equal amount is deducted each pay period. This amount reflects the salary you have chosen to sacrifice.

Shares will be acquired on a monthly basis. That is, there will be 12 purchases of shares over the year. Buying the shares monthly potentially reduces the effect of share price volatility and can have an effect similar to averaging.

Minimal Fees

Millennium will pay the administration fees and any brokerage costs payable when you acquire shares through the Employee Share Acquisition Scheme. However, you will have to pay costs associated with selling or transferring your shares out of the Employee Share Acquisition Scheme.

RISKS AND COSTS

There are risks and costs involved in investing in the Employee Share Acquisition Scheme.

While you could again if the Millennium share price goes up, if the share price falls the value of your investment could decrease. In addition, while Millennium pays the administration costs of purchasing your shares, you will be liable for administrative costs when you sell them.

HOW TO PARTICIPATE IN THE PLAN

1. Decide—You decide to take part in the Employee Share Acquisition Scheme.

2. Apply—You apply for shares by completing and returning the application form (DPS1030) to Payroll (Australind).

3. Salary Sacrifice—You determine the amount that you wish to salary sacrifice to buy Millennium shares. The minimum fortnightly payroll deduction is $20.

4. Sell or Transfer—You can apply to withdraw your Millennium shares. On withdrawal you can have the shares transferred to your own name, or have them sold on the stock market. You will have to pay fees and income tax when your shares are sold or transferred. To transfer shares, you will need to complete DPS1031 and send it to Computershare (CPM)

HOW TO APPLY

If you wish to take part, you can apply by completing an application form.

Simply complete DPS1030 Employee Share Acquisition Scheme Application Form and return it to Payroll (Australind).

Acquiring And Holding Your Shares

If you take part in the Employee Share Acquisition Scheme, Millennium will make the necessary deductions from your pre-tax salary each pay period and will acquire Millennium shares on your behalf.

Your shares will be held in accordance with the Employee Share Acquisition Scheme Plan Rules and/or the Trust Deed.

Payroll Deductions

You can request to cease your payroll deductions at any time by completing DPS1029, and sending it to Payroll.

SELLING OR TRANSFERRING SHARES

You can sell or transfer your shares at any time, or if you cease to be an employee. Simply complete DPS1031 and send it to Computershare.

KEEPING UP-TO-DATE

You will receive the following information about your Employee Share Acquisition Scheme shareholding via the administrator, Computershare:

• Each quarter—a statement showing the number of shares acquired and the purchase price paid.

• With each dividend payment—a statement showing your dividend payment and any tax credits.

• At the end of each tax year—a tax statement to help you complete your tax return.

• You can check the current market price of Millennium shares by visiting the Millennium’s intranet—Insite.

ADMINISTRATION AND MANAGEMENT

Millennium has appointed Computershare (CPM), a specialist share plan management and administration company, as the administrator of the Employee Share Acquisition Scheme. CPM’s clients include large and medium-sized companies listed on Australian and foreign stock exchanges.

The Deferral Plan is managed by CPM and shares allocated under it will be held by the Trustee on your behalf in accordance with the Trust Deed. The Deferral Plan is governed by the Employee Share Acquisition Scheme rules.

Millennium reserves the right to vary the terms and conditions of the Employee Share Acquisition Schemes at any time in accordance with the terms of the Employee Share Acquisition Scheme Rules and/or the Trust Deed.

TAX COMMENTS

Deferral of Tax Payable

If you acquire shares under the Deferral Plan, tax will not be payable on the value of the shares until they are withdrawn from the Plan.

Where tax is deferred, it is deferred until the earlier of the following “trigger events”:

• When your shares are withdrawn from the Plan (by sale or transfer).

• When you cease to be an Eligible Employee and are required to withdraw your shares from the Deferral Plan, or

• When you have held your shares in the Deferral Plan for 10 years from the start of the tax year in which the shares were acquired for you.

When the trigger event happens, income tax will be payable on the value of your shares at that time. The calculation of that value depends on whether or not you sell the shares within 30 days of the trigger event.

FORFEITURE OF SHAREHOLDING

Forfeiture of all rights and interests under the Employee Share Acquisition Scheme may occur if an employee is guilty of any act of theft or fraud in relation to Millennium Chemicals. Shares and dividends forfeited in this manner may be allocated to the remaining participants on a pro-rata basis.

EX-4.15

Exhibit 4.15

Millennium

Chemicals

GROUP SAVINGS SCHEME

(PLAN D’EPARGNE de GROUPE)

MILLENNIUM CHEMICALS THANN SAS, with registered offices at 95 rue du Général de Gaulle, Thann (Haut-Rhin), France, represented by its Chairman Christian Wendling;

AND

And MILLENNIUM CHEMICALS LE HAVRE SAS, with registered offices at Route du Pont VII, Le Havre (Seine-Maritime), France, represented by its Chairman Christian Wendling;

AND

And MILLENNIUM INORGANIC CHEMICALS Limited, with registered offices at Laporte Road, Stallingborough, United Kingdom, the principal place of business of which is located at 95 rue du Général de Gaulle, Thann (Haut-Rhin), France, acting on behalf of its French establishments and represented by its Managing Director Mark Stoll;

Parties of the first part;

And the CFDT, CFE-CGC, CGT and FO labor unions present in MILLENNIUM CHEMICALS THANN SAS, represented by their duly authorized union representatives;

AND

And the CFDT, CFE-CGC, CGT and FO labor unions present in MILLENNIUM CHEMICALS LE HAVRE SAS, represented by their duly authorized union representatives;

AND

And the employees of the French establishments of MILLENNIUM INORGANIC CHEMICALS Limited, ratifying the present agreement in the absence of a representative union organization and works council;

Parties of the second part;

hereby enter into the present agreement in order to set up a Group Savings Scheme.

PREAMBLE

The Group Savings Scheme formed by the present agreement is a collective employee savings system that gives the participants designated in Section Two hereunder the option to participate, with the assistance of their companies, in the creation of a portfolio of securities, benefiting from the tax and social security advantages associated with this form of savings.

Section One – SCOPE

Clause 1

The present agreement must be considered to be a “group agreement”, which applies to the personnel in the establishments of the French companies MILLENNIUM CHEMICALS THANN SAS and MILLENNIUM CHEMICALS LE HAVRE SAS, and to the employees of the establishments forming the French branch of the British company MILLENNIUM INORGANIC CHEMICALS Limited.

As such, the “group” to which the present agreement applies comprises the following French entities and sites:

• for MILLENNIUM CHEMICALS THANN SAS:

• 95 rue du Général de Gaulle, Thann (Haut-Rhine)

• 85 avenue Victor Hugo, Rueil Malmaison (Hauts de Seine)

• for MILLENNIUM CHEMICALS LE HAVRE SAS:

• Route du Pont VII, Le Havre (Seine-Maritime)

• 85 avenue Victor Hugo, Rueil-Malmaison (Hauts-de-Seine)

• for the French branch of MILLENNIUM INORGANIC CHEMICALS Limited:

• 95 rue du Général de Gaulle, Thann (Haut-Rhin) (principal place of business)

• Route du Pont VII, Le Havre (Seine-Maritime)

• 85 avenue Victor Hugo, Rueil Malmaison (Hauts de Seine)

The present group agreement follows on from, without interruption, the “Company Savings Scheme (plan d’épargne d’entreprise) agreement” concluded on May 11, 1998 in Millennium Inorganic Chemicals SA, the provisions of which were extended to the personnel of the French branch of Millennium Inorganic Chemicals Limited under the “agreement to harmonize the collective status of the personnel of UES Millennium France” dated January 28, 1999. The present group agreement cancels and replaces the earlier agreement and, as such, also applies to employees who left Millennium Inorganic Chemicals SA prior to May 1, 2002 and have maintained their assets in the savings scheme.

Clause 2

In the event of Millennium Chemicals Inc. no longer holding, either directly or indirectly, over 50% of one of the entities of the “group” defined above, it will be removed from the scope for the application of the present agreement as on the date of its partial or total sale. The date of the sale will be the date of the contribution agreement.

Section Two – PARTICIPANTS

Clause 3

The Company Savings Scheme is open to all employees of the companies of the group defined in Clause 1 who, at the time of their subscription, have been employed within this group for at least three months. Term of service is determined as stipulated by French law (Article L. 444-4 of the French Labor Code).

Clause 4

The employee’s voluntary subscription is represented by the signature and remittal of a subscription form by the employee. This form shall be provided by the personnel department of the company in which the employee works.

Clause 5

The financial year runs for a period of twelve months from April 1 to March 31 of the following year.

This “twelve-month period” is also the period:

• during which the of the employees (Clause 8) and the company or the matching funds (abondement) are made;

• starting from which, the five-year lock-in period is counted (Clause 18);

• in reference to which the minimum and maximum amounts for employee payments (Clause 8) and the maximum amount of the matching funds are applied (Clause 9).

Clause 6

Employees who leave the scope of the group as defined in Clause 1 as a result of their retirement or early retirement may continue to make voluntary payments into the savings scheme, if they have already made at least one payment into the Company Savings Scheme before the end of their employment contract, and if they have not already requested the complete payout of their balances. These sums shall be unavailable for the duration of the period stipulated in Clause 18 hereinafter. These payments shall not confer any rights to matching funds, with the exception of the case indicated in Clause 7 below.

Employees who leave the scope of the group as defined in Clause 1 for any reason other than those stipulated in Clause 6 may no longer make any payments after their departure date, with the exception of the case stipulated in Clause 7 below.

Clause 7

Employees who leave the scope of the group as defined in Clause 1, for any reason, may allocate to the savings scheme, after their departure date, all or part of their incentive-based bonus relating to the last period of their employment when this bonus is paid after their departure.

This exceptional payment is subject to the following conditions: employees must have already made at least one payment into the Company Savings Scheme prior to the termination of their contract and they must not have already requested the redemption of all of their units.

The sums contributed in this way shall be unavailable for the duration of the period mentioned in Clause 18 hereinafter, and the possibility for early release in the event of termination of the employment contract may not be exercised (only the assets that are already in the savings scheme prior to the occurrence of the generating event may be released).

This payment may entitle employees to benefit from the matching funds contributed by the company provided that their case fulfils the conditions set forth in Clause 9. Any matching funds paid under these conditions shall be locked-in under the same conditions as for the amounts already entitled to these matching funds.

Section Three – Payments

Clause 8

The Company Savings Scheme is funded by the following payments:

a) Voluntary payments made directly by the saver to the account holder indicated in Clause 16 of the present agreement.

b) Payments made by the company, at the saver’s request, of predefined amounts taken from their salary. At the beginning of each twelve-month period (defined in Clause 5), savers shall indicate on a form the number of monthly installments and the amounts to be withdrawn for each installment, as well as the allocation selected. Once defined, the amount of the sums to be withdrawn from their salary and the number of withdrawals may not be increased. However, the personnel department may be asked to reduce the amount of withdrawals or stop all or part of any remaining withdrawals. These modifications shall be definitive for the period in question.

c) Payment made by the company, at the saver’s request, of all or part of the sums acquired in connection with the incentive-based bonus (provided that this option is stipulated in the incentive bonus rules or agreement applicable to the company in question). At the beginning of each twelve-month period (defined in Clause 5), savers shall indicate on a form the portion of their incentive-based bonuses that they wish to pay into the savings scheme, if this type of payment is possible, and the allocation selected.

d) Payment made by the company of all of the sums acquired in connection with the profit-sharing system (provided that this option is stipulated in the profit-sharing rules or agreement applicable to the company in question). These sums shall be unavailable for the period defined in Clause 18 below.

e) Transfer made by the company, at the saver’s request, of all or part of the amounts in the locked-in current account that have become “available” and acquired in connection with the profit-sharing system. These sums may be transferred to the Scheme within two months of the expiration of the lock-in period. They shall remain available.

f) Transfer made by the company, at the saver’s request, of all or part of the “unavailable” sums in the locked-in current account and acquired in connection with the profit-sharing system. These sums may be transferred at any time to the Scheme within two months of the saver’s request. These sums shall remain locked in for the duration of the period defined in Clause 18 herein, minus the lock-in period already elapsed.

g) Transfer, at the saver’s request, of all or part of the “available” assets held within a company savings scheme of a former employer, which savers did not request be issued at the time of the termination of their employment contract. These sums shall remain available.

h) Transfer, at the saver’s request, of all or part of the “unavailable” assets held within a company savings scheme of a former employer, which savers did not request be issued at the time of the termination of their employment contract. These sums shall remain unavailable for the duration of the period defined in Clause 18 hereinafter, minus the lock-in period already elapsed.

i) Payment by the saver for Millennium shares acquired following the exercise of stock options, which are held directly and as registered shares in an individual securities account opened within the savings scheme (see Clause 11). These funds shall be locked in for 5 years and the early release cases stipulated in Clause 19 shall not apply.

j) Additional payment by the company (matching funds) as defined in Clause 9 hereinafter.

The minimum payment for each saver may be no less than 37 euros (= FRF 242.70 for FRF 240 previously – the legal maximum for this minimum amount is 160 euros) for each twelve-month period.

The payments made into the Savings Scheme during the “twelve-month period” defined in Clause 5 are subject to legal provisions (Clause L. 443-7 of the French Labor Code) that set an annual payment ceiling and the terms for evaluating this ceiling.

Clause 9

Certain payments into the Savings Scheme by employees may be supplemented by payments by the company, known as the abondement or matching funds.

Employee payments that are eligible for the matching funds must be from the following sources:

• sums withdrawn from salaries and predefined at the beginning of the twelve-month period running from April 1 through March 31 of the following year (Clause 8b);

• sums acquired in connection with the incentive-based bonus scheme (Clause 8c);

and must be paid directly into the MILLENNIUM company mutual fund (Fonds Commun de Placement d’Entreprise, FCPE) provided that the fund invests at least 51% of its assets in shares of MILLENNIUM CHEMICALS INC.

The amounts eligible for the matching funds under the abovementioned conditions shall be locked in to the MILLENNIUM FCPE for the duration of the lock-in period defined by French law. During this lock-in period, the funds may not be transferred to another Fund of the Group Savings Scheme.

For the twelve-month period running from April 1, 2001 through March 31, 2004, the payments made by employees into the Savings Scheme that are eligible for the matching funds as defined above shall continue to be entitled to a payment for matching funds. The following rate shall apply for matching funds:

• 200% of the portion of the annual payment less than or equal to 130 euros;

• 145% of the portion of the annual payment greater than 130 euros, up to a maximum total amount for individual matching funds (tranche 1 + tranche 2) equal to 823 euros.

The matching funds shall be paid on the basis of the monthly payments until the maximum individual matching total is reached, if applicable.

As of April 1, 2004, for each twelve-month period running from April 1 through March 31 of the following year, the company’s matching funds shall be equal to 150% of the amount of the payments eligible for the matching funds as defined above, up to an individual maximum equal to eight hundred euros. The matching funds are paid on the basis of the monthly payments until the maximum individual matching total is reached, if applicable.

The matching funds, if any, awarded shall be placed in the same MILLENNIUM FCPE (with at least 51% invested in shares of MILLENNIUM CHEMICALS INC) as the sums eligible for the matching contribution. The amount shall be locked-in to this FCPE for the same period as the sums eligible for the matching contribution. As such, for the duration of this period, the amount may not be transferred within the Savings Scheme.

Clause 10

Revenues from the FCPEs created under this Plan must be automatically reinvested in the said FCPEs. These reinvestments are not eligible for the company matching funds.

All the acts and formalities required for such reinvestments shall be performed by the custodian, which shall be responsible for requesting payment from the tax authorities of the corresponding amounts for dividend tax credits (avoir fiscaux) and the income tax credits associated with the revenues reinvested. The sums from this reinvestment shall also be reinvested in the FCPEs in question.

Section Four – Structure of the Savings Scheme

Clause 11

The amounts paid into the present Group Company Savings Scheme shall be invested, in accordance with the individual choice of each saver, in units or ten-thousandths of a unit of the following FCPEs:

1. “MILLENNIUM FCPE”, approved on August 26, 1998 by the French securities and exchange commission (Commission des Opérations de Bourse, COB), which invests more than one-third of its assets in shares of MILLENNIUM CHEMICALS INC., with the remaining assets (at least one-third of the assets) invested in securities, money market instruments or bonds listed for trading on a regulated market as defined by the COB.

2. “ABCDEF” FCPE, approved on xxxxxxxxx by the COB, which invests xxxxxxxxxxxxxxxxxxxxx

The assets acquired under the savings scheme may be liquidated, before the end of the lock-in period stipulated in Clause 18, to finance the exercise of options on company shares. The Millennium shares acquired after such an exercise of stock options should be held directly and recorded as registered shares in an individual securities account opened within the savings scheme (see Clause 8i).

Clause 12

Transfers from FCPE to FCPE within the Savings Scheme shall be made in cash and without any impact on the lock-in period, if any, still to run.

During the lock-in period, the assets placed in the “ABCDEF” FCPE may, at any time, be transferred, in whole or in part, to the “MILLENNIUM” FCPE. During the lock-in period, the assets invested in the “MILLENNIUM” FCPE may not be transferred to the “ABCDEF” FCPE.

At the end of the lock-in period, savers may individually decide to modify their investment choices for all or part of their assets at any time.

Internal transfers within the savings scheme are allowed only once a year, at any time. However, transfer requests shall be taken into account by the account holder when they reach the account holder no later than noon the day before the date on which the net asset value is to be determined, which occurs at least once a week.

The costs for these internal transfers within the savings scheme shall be paid by the unitholders in question and shall be withdrawn from the cash assets transferred prior to reinvestment.

These costs consist of an amount equal to the load fee cited in the “Issue and Redemption Price” clause in the regulations of the receiving fund, plus a fixed amount per transfer (two euros in 2003).

Clause 13

The FCPEs forming the Savings Scheme are managed by NATEXIS EPARGNE ENTREPRISE, a French société anonyme (joint-stock company) capitalized at 2,038,500 euros, with registered offices at 68-76 Quai de la Rapée, Paris 75012, France.

The management strategy and portfolio structure of each of the FCPEs are specified in the “Management Strategy” clause of the FCPE regulations.

The information notices relative to these FCPEs (Article R.443-2 of the French Labor Code) are appended in Schedules 2 and 3 of the present agreement. They contain a statement of the criteria applied to determine the choice of the two FCPEs.

Section Five – Custodians of the FCPEs

Clause 14

NATEXIS BANQUES POPULAIRES, a French société anonyme capitalized at 759,085,392 euros, with registered offices at 45 rue Saint Dominique, Paris 75007, is the custodial institution for the FCPEs comprising the portfolio.

Clause 15

The custodian undertakes to use the sums paid within a maximum period of two weeks from the day they are paid.

Section Six – Administrative management and fees

Clause 16

NATEXIS INTEREPARGNE, a French Société Anonyme (joint stock company) capitalized at 8,890,784 euros, with registered offices at 68-76 quai de la Rapée, Paris (12^th), is the account holder of unitholders’ accounts for the Plan for each FCPE composing the portfolio.

Clause 17

For employees, retired employees and employees taking early retirement of the companies of the group defined in Clause 1, the administrative and financial costs of the Millennium FCPE shall be paid by the companies of the group and the fees of the “Fructi ISR Rendement”, “Fructi ISR Equilibre” and “Fructi ISR Dynamique” FCPEs shall be paid by the FCPEs. This will also be true for the former employees of these companies and of Millennium Inorganic Chemicals SA when they own units of FCPEs that are still unavailable under the Company Savings Plan. The account holding fees and the subscription commissions for all the FCPEs of the savings plan (including the provisions for the acquisition costs of securities by the Millennium FCPE) shall also be paid by the companies of the group.

For savers who have left the companies of the group, the administrative and financial management fees of the Millennium FCPE shall be paid by the companies of the group. On the other hand, the accounting costs (except for retired employees and employees taking early retirement) cease to be paid by the companies of the group after the end of the lock-in period for the assets and no earlier than one year after the departure of the parties concerned. As of that time, these costs shall be the responsibility of the savers in question by annual withdrawal from their assets (annual redemption of units or fractions of units) insofar as the company has so informed the account holder named in Clause 16.

The companies of the group shall also pay the salaries and travel costs of the representatives of unitholders when they attend meetings of the supervisory boards of the FCPEs of the Company Savings Plan, up to a maximum attendance of 14 individuals per calendar year at meetings of the supervisory board of all FCPEs in the savings plan. If this quota must be exceeded, payment of such costs shall be subject to prior agreement from the Management of the companies.

Section Seven – LOCK-IN PERIOD

Clause 18

The assets representing units and fractions of units of the FCPEs acquired on behalf of the saver during a single twelve-month period (as defined in Clause 5) may be delivered or reimbursed to the saver only at the expiration of a period of five years beginning from the date of acquisition. For purposes of simplification, all assets acquired during one twelve-month period (as defined in Clause 5) will be made available:

- the first day of the seventh month (October 1) of the fifth twelve-month period following the period of acquisition of the FCPE units, if none of the companies participating in the Savings Plan allocates to the Savings Plan the sums from the special profit-sharing reserve;

- the first day of the seventh month (October 1) of the fifth twelve-month period following the period of acquisition of the Millennium shares coming from the exercise of stock options;

- the first day of the fourth month (April 1) of the fifth calendar year following the profit-sharing year, if at least one of the companies participating in the Savings Plan allocates to the Savings Plan the amounts from the special profit-sharing reserve.

After the lock-in period, the saver may keep his assets in the Company Savings Plan or obtain delivery of all or part of his assets.

Clause 19

The labor code provides a limited list of the cases of early release which are an exception to the lock-in rule set forth above and which defines the conditions for the use of such exceptions. For information purposes, these provisions of the Labor Code (presently Article R.442.17) are provided in Appendix 1 to this agreement. It is agreed that this appendix shall be subsequently updated as regulatory changes occur, without the need to establish an amendment to this agreement.

The simple occurrence of one of the events justifying early release of the assets invested in the Savings Plan does not automatically result in the release of the rights, which remains an option for the saver or the assignee in question. Therefore, it is the responsibility of the saver to make a request within the required deadline.

In cases of partial release, the oldest rights shall be the rights deemed to have been paid.

Section Eight – INFORMATION FOR SAVERS

Clause 20

The employees shall be informed of the existence of this agreement and its amendments by posting. The text of the agreement and its amendments, and the text of all other agreements in force, may be consulted at any time by all employees on the internal information sites of the companies of the group. Participants who have left the company may consult this agreement and amendments hereto and obtain a copy from the Department of Human Resources.

Each participant in the savings plan may, from an office or personal computer, access the account holder’s site designated in Clause 16 and confidentially view at any time the position (number of units and value) of his personal assets in the savings plan. The access conditions are provided in the information notices for each FCPE.

Each participant receives a statement of his assets in the company savings plan at least once year and shall receive, as applicable, a notice of transaction at the time of any payment or any redemption.

Clause 21

When an employee participating in the savings plan leaves the company without exercising his right to release, he shall receive a summary statement of his assets stipulated by Article L.444-5 of the Labor Code. This statement shall be inserted in an employee savings book.

The employee leaving the company shall be asked to notify the company or the managing institution of the address to which the amounts due should be sent to him and shall inform the company or the institution of any address changes. If, on the payment date, the former employee cannot be reached at the last known address, his sums shall be kept available for him for a period of thirty years by the management company. After this time period, they amounts shall be transferred to the Caisse des Dépôts et Consignations.

If the employee has left the company without requesting the delivery of the amounts held in the savings plan, the employee may request a transfer to the savings plan of his new employer. He

must provide the name and address of his new employer. The transfer of the sums that result in the closing of the employee’s account in the initial savings plan may be made only when the amounts still due (bonuses, profit-sharing) have been paid to the initial plan.

Section Nine – Regulations of the Scheme FCPEs

The rights and obligations of savers, the management company and the custodian are defined by the regulations of each FCPE.

These regulations institute a supervisory board that is responsible for reviewing the financial, administrative and accounting management of the FCPE. The supervisory board meets at least once a year to review the annual management report. It decides on mergers, splits or liquidations and may act in court to defend or assert the rights and interests of unitholders.

Within the supervisory board of the MILLENNIUM FCPE, the representatives of the group’s employees are appointed, from among unitholders, by the union representatives of the unions present in the group companies, in accordance with the terms and conditions of the regulations of this FCPE.

The same union delegates are authorized to participate in the appointment of employee unitholder representatives for the supervisory board of the “ABCDEF” FCPE, in accordance with the terms and conditions of the regulations of this FCPE.

The members of the supervisory boards representing the group companies are appointed by the management of the companies.

Section Ten – Term of the scheme

The present agreement is entered into for an indefinite period and shall be effective as soon as it has been filed with the French Departmental Office of Labor, Employment and Professional Training (Direction Départementale du Travail, de l’Emploi et de la Formation Professionnelle).

Section Eleven – Termination and revision

The present agreement may be revised or terminated under the conditions stipulated in Articles L 132-7 and L. 132-8 of the French Labor Code.

Section Twelve – Filing

The present agreement shall be filed, pursuant to the provisions of Articles L. 132.10 and R. 132.1 of the French Labor Code and the inter-ministry circular of November 22, 2001, with the Haut-Rhin Departmental Office of Labor, Employment and Professional Training and the Clerk of the Mulhouse Labor Relations Court (Greffe de Prud’Hommes).

Executed in Thann, [date]

Signatories:

• the union representatives of MCH Thann SAS and MCH Le Havre SAS

• the employees of MIC LTD-France (13 people)

• the Chairman of MCH Thann SAS and MCH Le Havre SAS

• the managing director of MIC LTD

EX-4.16

Exhibit 4.16

Millennium Employee

Share Purchase Plan

Explanatory Booklet

May 1999

1

CONTENTS

	Page Number
Introduction	3
How The Plan Works	4
Who Can Join?	5
Investing in the Plan	5
Owning Shares	6
Selling or Transferring Shares	8
If You Change Your Name or Address	9
If You Leave Employment with Millennium Inorganic Chemicals Limited	10
Who Is The Plan Trustee?	10

2

Introduction

The Millennium Employee Share Purchase Plan (“the Plan”) gives you the opportunity to acquire shares in Millennium Chemicals Inc., our parent company, in an easy and cost effective manner.

It provides employees with a way to purchase Millennium’s shares without incurring any stockbroker or holding charges, which are met by your employer.

This Booklet is designed to guide you through how the Plan works in a straightforward, non-technical manner.

Please take some time to read this Booklet carefully (and in particular, please read the Appendix in the back of this Booklet), and then keep it in a safe place for future reference. Should you have any queries, your Plan Trustee will be pleased to help.

IMPORTANT NOTE

The Millennium Employee Share Purchase Plan has been established for the convenience of employees who wish to deal in shares in Millennium Chemicals Inc. In establishing the Plan, neither Millennium Chemicals Inc., Millennium Inorganic Chemicals Limited nor the Plan Trustee makes any recommendation as to whether or how employees should deal in shares in Millennium Chemicals Inc. The value of shares can go down as well as up and you should take care not to commit more than you can afford to the Plan. If you are in any doubt over what action to take, you are recommended at your own cost to seek advice from an independent financial advisor, authorized under the Financial Services Act 1986.

3

How The Plan Works

The Plan allows you to choose how much you wish to invest in Millennium Chemicals Inc. shares. The shares will be purchased by the Plan Trustee on a set day each month (“the Plan closing day”), and will be held by the Plan Trustee on your behalf.

The Plan Trustee will then receive and reinvest dividends on your behalf, send you regular statements of your holding of shares, and process any sales of shares which you may subsequently request.

4

Who Can Join?

You may join the Plan at any time whilst you are a current employee of Millennium Inorganic Chemicals Limited.

Investing in the Plan

If you decide to take part in the Plan, you must decide how much you wish to invest in Millennium Chemicals Inc. Shares. You may invest in the Plan by regular deductions from your pay or by making a One-off payment also through payroll. Shares are purchased on behalf of Plan members on a fixed monthly dealing day (“the Plan dealing day”).

Buying Shares

If you wish to invest in the Plan by regular deduction from you pay, you must complete a Regular Plan Investment Form. This form is available from the Plan Trustee, one form is enclosed with this Booklet.

Your completed Regular Plan Investment Form must reach the HR Department by the 15th calendar day of the month in order for deductions to commence from your next monthly salary and applied to the purchase of shares on the next Plan dealing day. Forms received after this date will be held until the next but one salary date. You can change your monthly level of contribution by completing a further Regular Plan Investment Form. You can also invest in the Plan by making a “One-off” payment in addition to, or instead of, regular salary deductions. In this instance, you must complete a One-off investment Form which should be sent to your HR Department. This form is available from the Plan Trustee, one form is enclosed with this Booklet.

Your One-off Investment Form must reach the HR Department by the 15th calendar day in order for your investment to be applied to purchase shares on the next Plan dealing day. Forms received after this date will be held over until the next Plan dealing day.

The Plan Trustee will calculate the number of whole shares which can be bought with your investment and will then buy shares on the New York Stock Exchange on the Plan dealing day, normally the 5th working day of the month.

If you investing by regular deduction from you pay, any balance of which is not used in any month, because it is not sufficient to buy whole shares, will be carried forward and held on your behalf pending its investment. (See “Your Cash Account” on page 5).

If you have made a One-off Investment, any unused balance will be returned to you by cheque.

5

Owning Shares

As a member of the Plan you will be a shareholder in Millennium Chemicals Inc. and you will have beneficial ownership of all the shares purchased on your behalf. To facilitate the purchase and holding of the shares free of charge to you, the shares will be held on your behalf by the Plan Trustee.

Dividends

You will be able to share in the profits of Millennium Chemicals Inc. by receiving dividends, expressed as so much per share, which is determined by the Board of Millennium Chemicals Inc. Millennium Chemicals Inc. normally declares a dividend four times a year.

The Plan Trustee will receive dividends on your behalf which will be added to your Employee Dividend Account net of any withholding taxes. If you have only made a One-off Investment, you will receive your dividends by BACS net of withholding tax. Under current legislation, you will be liable for UK income tax only if you pay the tax at the higher rate.

You will receive an advice from the Plan Trustee giving full details of each dividend.

Annual Meeting of Stockholders

If required by you, the Plan Trustee will send you a copy of the Millennium Chemicals Inc. Annual Report, together with a form setting out the resolutions which are to be voted on by shareholders at the Annual Meeting. Should you wish to vote you should complete and return your voting form to the Plan Trustee.

Your Cash Account (only applicable to employees making regular contributions from pay).

Any such balance held on your behalf will not attract interest. Following each Plan dealing day, any amount held would represent less than the price of one Millennium Chemicals Inc. share on that dealing day.

The cash balance will be invested in additional shares as soon as further investments made by you result in the purchase of additional shares, or as a result of the share price on a subsequent Plan dealing day falling to a level to enable a further share to be purchased. However, you may, at any time, request the return to you of any cash balance held on your behalf, by writing to the Plan Trustee.

If you stop contributing or you sell or transfer all of your shares out of the Plan, any cash balance outstanding will automatically be sent to you by cheque.

6

Share Price

The price of shares varies according to demand on the stock market just as in any other market. Accordingly, the price of any share may go down as well as up. The price of Millennium Chemicals Inc. shares depends upon what purchasers are prepared to pay, this will be largely influenced by the Company’s expected profitability, but may also be affected by general economic conditions, political events and a variety of other factors.

The shares acquired through the Plan are Millennium Chemicals Inc. Common Stock which will be bought by the Plan Trustee on the New York Stock Exchange. As Millennium Chemicals Inc. shares are US denominated, the value of you shares and dividends will also be affected by changes in currency exchange rates.

Statement of Shareholding

Following the Plan monthly dealing day in each June and December, the Plan Trustee will send you a statement of shareholding. This will show the following information:

• details of shares purchased in the preceding 6 months;

• the total number and total Pounds Sterling value of shares currently held on your behalf; and

• any cash balance currently held on your behalf.

In addition, in the case of a One-off investment, the Plan Trustee will send you details of the shares purchased on completion.

Taxation

The Plan Trustee will not notify the UK tax authorities of your participation in the Plan. It is your responsibility to inform your tax office of the relevant details in respect of your participation in the Plan (for example, income received from dividends). Sales of shares may result in you have a liability to Capital Gains Tax on any increase in their value. Under current legislation, no tax is incurred on any gain you make on a sale provided that limit (£7,100 for 1999/2000). Tax legislation changes from time to time and you should confirm the position before any shares are sold.

If you are in any doubt as to your obligations in respect of reporting to the tax authorities or your tax position in general, you should obtain independent advice.

7

Selling or Transferring Shares

During the time you remain employed by Millennium Inorganic Chemicals Limited or leave the Company by virtue of retirement you may leave your shares with the Plan Trustee. If you wish to sell any shares or to transfer shares into your name, you may instruct the Plan Trustee accordingly.

Selling Shares

In order to sell some or all of the shares held on your behalf, you must complete a Sale Form. This form is available from the Plan Trustee (but the Plan Trustee will send you a fresh form each time you sell shares so that you then have a form available for your future use), and one form is enclosed with this booklet.

The completed Sale Form should be sent to the Plan Trustee by post or by facsimile (number 081 666 8119). Once this has been done, you cannot alter or cancel your instructions. To avoid possible duplication of your instruction, please do not use both fax and post. The Sale Form is sent at your risk.

Sales of shares are carried out on each monthly Plan dealing day, which is normally the 5th working day of the month. In order for your sale to be auctioned on the next dealing day, your instruction must reach the Plan Trustee two working days prior to the Plan dealing day. Any instructions received after this date will be carried forward to the next following dealing day. Please ensure that you correctly complete the Sale Form as incorrectly completed forms will be returned to you for clarification and correction. This could lead to a delay in selling your shares. Neither Millennium Chemicals Inc., Millennium Inorganic Chemicals Limited nor the Plan Trustee will be liable for any potential loss which may result from delays in processing inaccurate Sale Forms.

Please note that you must specify the number of shares to be sold. You may not specify a particular amount of money to be raised by the sale.

When you wish to sell shares you may specify a minimum price in Pounds Sterling below which the Plan Trustee will not sell on your behalf if the sale price on the Plan dealing day is below your stated minimum price, the Plan Trustee will not proceed with your sale, and will advise you accordingly. You will have to complete the new Sale Form if you subsequently wish to sell shares. Please note that if you use the minimum price facility you must end your Sale Form by post.

You will receive a notification detailing the shares sold and the sale proceeds which will be forwarded to you by the Plan Trustee in the form of a Pounds Sterling cheque.

8

Transferring Shares

You can instruct the Plan Trustee to transfer to you some or all the shares held on your behalf. To do this, you must complete a Transfer Form which is available from the Plan Trustee (but the Plan Trustee will send you a fresh form each time you transfer shares so that you will have a form available for your future use), and one form is enclosed with this booklet. The completed Transfer Form should be sent to the Plan Trustee by post.

Your name will be entered on to the register of Millennium Chemicals Inc. shareholders in the USA and the Plan Trustee will arrange for the share certificate to be forwarded to you. There will be a charge to transfer the shares from the Trustee into your own name and the current level of fees is set out below. You will then receive dividends declared by Millennium Chemicals Inc. directly from the Company’s registrars in US Dollars. You can sell your shares at any time, but you will have to arrange this personally and pay the full dealing costs involved in the sale. Please note that during the time between receipt by the Plan Trustee of your transfer instruction and the completion of the transfer process, it is likely that neither you nor the Trustee will be able to effect a sale of the shares.

What cost do I pay for selling or transferring shares?

Selling

A sales price of £15 plus VAT is currently charged. If you sell at a time other than when the Trustee wants to buy, brokerage costs will also be payable on a sale.

Transfer

A transfer fee of £15 plus VAT is currently charged.

If You Change Your Name or Address

If you change your name and/or your address, it is most important that the Plan Trustee is notified immediately. You should complete a Change of Personal Details Form (one copy is enclosed with this booklet), and then forward the form by post (not facsimile) to the Plan Trustee.

Further copies of the Change of Personal Details Form are available from the Plan Trustee.

In the event of your death, your personal representatives should contact the Plan Trustee. Upon validation by your personal representatives, the Plan Trustee will organize the transfer of shares into the name of the beneficiary, or the sale of shares for the benefit of the beneficiary.

9

If You Leave Employment with Millennium Inorganic Chemicals Limited

If you leave employment with Millennium Inorganic Chemicals Limited for whatever reason other than by retirement, then you may keep your shares in the Plan for 90 days.

At this point, your shares must be withdrawn from the Plan. If you have not already instructed the Plan Trustee to sell your shares or transfer your shares into your name, then the Plan Trustee will wire to you before the expiry of the 90 days to obtain your instructions. Please refer to the relevant sections of this booklet for details in respect of selling and transferring shares. You are not permitted to continue investing in the Plan, and any cash balance held on your behalf will be sent to you.

If you leave the Company by virtue of retirement, then you may leave your shares in the Plan until such time that you may wish to sell or transfer them.

Who Is The Plan Trustee?

The Plan Trustee is:

Noble Lowndes Settlement Trustees Limited

PO Box 144

Norfolk House

Wellesley Road

Croydon

CR9 3EB

Telephone number: 0181 686-2466

Facsimile: 0181 666-8119

Noble Lowndes Settlement Trustees Limited is a Marsh & McLennan company.

Noble Lowndes Settlement Trustees Limited has a great deal of experience in administering Plans such as the Millennium Employee Share Purchase Plan, and currently administers Share Plans for approximately one hundred companies. This includes many major UK plcs and US and European multinationals.

10

EX-4.17

Exhibit 4.17

MILLENNIUM INORGANIC CHEMICALS LIMITED

and

CAPITA IRG TRUSTEES LIMITED

TRUST DEED AND RULES

of the

MILLENNIUM INORGANIC CHEMICALS

SHARE INCENTIVE PLAN

February 2003

Inland Revenue Reference A1737/WPA

Adopted by the Board on 13 January 2003

THE MILLENNIUM INORGANIC CHEMICALS

SHARE INCENTIVE PLAN

1.	PURPOSE	1
2.	STATUS	1
3.	DECLARATION OF TRUST	1
4.	NUMBER OF TRUSTEES	2
5.	INFORMATION	3
6.	RESIDENCE OF TRUSTEES	3
7.	CHANGE OF TRUSTEES	3
8.	INVESTMENT AND DEALING WITH TRUST ASSETS	4
9.	LOANS TO TRUSTEES	5
10.	SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS	5
11.	TRUSTEES’ OBLIGATIONS UNDER THE PLAN	6
12.	POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE	8
13.	POWER TO AGREE MARKET VALUE OF SHARES	8
14.	PERSONAL INTEREST OF TRUSTEES	9
15.	TRUSTEES’ MEETINGS	9
16.	SUBSIDIARY COMPANIES	9
17.	EXPENSES OF PLAN	9
18.	TRUSTEES’ LIABILITY, INDEMNITY AND FEES	9
19.	COVENANT BY THE PARTICIPATING COMPANIES	10
20.	ACCEPTANCE OF GIFTS	10
21.	TRUSTEES’ LIEN	10
22.	AMENDMENTS TO THE PLAN	11
23.	TERMINATION OF THE PLAN	11
24.	NOTICES	12
25.	PROPER LAW	12

RULES OF THE MILLENNIUM INORGANIC CHEMICALS SHARE

INCENTIVE PLAN

i

THIS DEED made on 6 February 2003

BETWEEN

MILLENNIUM INORGANIC CHEMICALS LIMITED (registered number 162303) whose registered office is at Stallingborough, Grimsby, North East Lincolnshire DN40 2PR (“the Company”)

and

CAPITA IRG TRUSTEES LIMITED (registered number 2729260) whose registered office is situated at The Registry 34 Beckenham Road, Beckenham, Kent, BR3 4TU (“the Trustees”).

1. PURPOSE

The purpose of this Deed is to establish a trust for an employee share ownership plan which satisfies Schedule 8 to the Finance Act 2000.

2. STATUS

The Plan consists of this Deed and the attached Rules. The definitions in the Rules apply to this Deed. The Directors shall from time to time determine which of parts A to D of the Rules shall have effect.

3. DECLARATION OF TRUST

3.1 The Participating Companies and the Trustees have agreed that all the Shares and other assets which are issued to or transferred to the Trustees are to be held on the trusts declared by this Deed, and subject to the terms of the Rules. When Shares or assets are transferred to the Trustees by the Participating Companies with the intention of being held as part of the Plan they shall be held upon the trusts and provisions of this Deed and the Rules.

3.2 The Trustees shall hold the Trust Fund upon the following trusts namely:

(a) as to Shares which have not been awarded to Participants (“Unawarded Shares”) upon trust during the Trust Period to

1

allocate those Shares in accordance with the terms of this Deed and the Rules;

(b) as to Shares which have been awarded to a Participant (“Plan Shares”) upon trust for the benefit of that Participant on the terms and conditions set out in the Rules;

(c) as to Partnership Share Money upon trust to purchase Shares for the benefit of the contributing Qualifying Employee in accordance with the Rules; and

(d) as to other assets (“Surplus Assets”) upon trust to use them to purchase further Shares to be held on the trusts declared in (a) above, at such time during the Trust Period and on such terms as the Trustees in their absolute discretion think fit.

3.3 The income of Unawarded Shares and Surplus Assets shall be accumulated by the Trustees and added to, and held upon the trusts applying to, Surplus Assets.

3.4 The income of Plan Shares and Partnership Share Money shall be dealt with in accordance with the Rules.

3.5 The perpetuity period and the Trust Period in respect of the trusts and powers declared by this Deed and the Rules shall be the period of 80 years from the date of this Deed.

4. NUMBER OF TRUSTEES

Unless a corporate Trustee is appointed, there shall always be at least three Trustees. Where there is no corporate Trustee, and the number of Trustees falls below three, the continuing Trustees have the power to act only to achieve the appointment of a new Trustee.

2

5. INFORMATION

5.1 The Trustees shall be entitled to rely without further enquiry on all information supplied to them by the Participating Companies with regard to their duties as Trustees and in particular, but without prejudice to the generality of the foregoing, any notice given by a Participating Company to the Trustees in respect of the eligibility of any person to become or remain a Participant shall be conclusive in favour of the Trustees.

5.2 Except as otherwise provided, the Trustees may in their discretion agree with the Directors, the Company or any of the Participating Companies matters relating to the operation and administration of the Trust as they may consider advisable in the interest of the Trust and so that no person claiming an interest under this Trust shall be entitled to question the legality or correctness of any arrangement or agreement made between the Directors, the Company or any of the Participating Companies and the Trustees in relation to such operation or administration.

5.3 The decision of the Directors in any dispute affecting Participants or Participating Companies shall be final and conclusive.

5.4 The Trustees may employ on such terms as the Directors may agree as to remuneration, any agent or agents to transact all or any business of whatsoever nature required to be done in the proper administration of the Trust.

6. RESIDENCE OF TRUSTEES

Every Trustee shall be resident in the United Kingdom. The Directors shall immediately remove any Trustee who ceases to be so resident and, if necessary, appoint a replacement.

7. CHANGE OF TRUSTEES

The Company has the power to appoint or remove any Trustee for any reason. The change of Trustee shall be effected by deed and shall take effect from the date that written notice of such removal is delivered to the Trustees, or such later date as the Directors and the Trustees shall agree. Any Trustee may resign on three months notice given in writing to the Company, provided that there will be at least three Trustees or a corporate Trustee immediately after the retirement.

3

8. INVESTMENT AND DEALING WITH TRUST ASSETS

8.1 Save as otherwise provided for by the Plan the Trustees shall not sell or otherwise dispose of Plan Shares.

8.2 The Trustees shall obey any directions given by a Participant in accordance with the Rules in relation to his Plan Shares and any rights and income relating to those Shares. In the absence of any such direction, or provision by the Plan, the Trustees shall take no action. If no directions are received from Participants in relation to the action they wish the Trustees to take in voting their Plan Shares, those Shares will not be voted.

8.3 The Participating Companies shall, as soon as practicable after deduction from Salary, pass the Partnership Share Money to the Trustees who will put the money into an account with:

(a) a person falling within section 840A(1)(b) of ICTA 1988;

(b) a building society; or

(c) a firm falling within section 840(1)(c) of ICTA 1988,

until it is either used to acquire Partnership Shares on the Acquisition Date, or, in accordance with the Plan, returned to the individual from whose Salary the Partnership Share Money has been deducted. The Trustees shall pass on any interest arising on this invested money to the individual from whose Salary the Partnership Share Money has been deducted at least once in each calendar year. The Trustees are, however, not obliged to keep monies in an interest bearing account.

8.4 The Trustees may either retain or sell Unawarded Shares at their absolute discretion. The proceeds of any sale of Unawarded Shares shall form part of Surplus Assets.

8.5 The Trustees shall have all the powers of investment of a beneficial owner in relation to Surplus Assets.

8.6 The Trustees shall not be under any liability to the Participating Companies or to current or former Qualifying Employees by reason of a failure to diversify investments, which results from the retention of Plan Shares or Unawarded Shares.

4

8.7 The Trustees are not required to interfere in the management or conduct of the business of the Parent Company regardless of the size of the Trustees’ holding of Shares, and will not be obliged to seek information about the affairs of the Parent Company and may leave the conduct of the Parent Company’s business wholly to the directors or management of the Parent Company.

8.8 The Trustees may delegate powers, duties or discretions to any persons and on any terms. No delegation made under this Clause shall divest the Trustees of their responsibilities under this Deed or under the Schedule.

8.9 The Trustees may allow any Shares to be registered in the name of an appointed nominee or custodian provided that such Shares shall be registered in a designated account. Such registration shall not divest the Trustees of their responsibilities under this Deed or the Schedule.

8.10 The Trustees may at any time, and shall if the Directors so decide, revoke any delegation made under this Clause or require any Plan assets held by another person to be returned to the Trustees, or both.

9. LOANS TO TRUSTEES

The Trustees shall have the power to borrow money, with the written consent of the Directors, for the purpose of:

(a) acquiring Shares; and

(b) paying any other expenses properly incurred by the Trustees in administering the Plan.

Where a loan is to be provided by the Company or an Associated Company then it shall be made pursuant to a written loan agreement.

10. SHARES FROM QUALIFYING SHARE OWNERSHIP TRUSTS

Where Shares are transferred to the Trustees in accordance with paragraph 76 of the Schedule, they shall award such Shares only as Value Added Shares and Matching Shares, and in priority to other available Shares.

5

11. TRUSTEES’ OBLIGATIONS UNDER THE PLAN

Notice of Award of Value Added Shares and Matching Shares

11.1 As soon as practicable after Value Added Shares and Matching Shares have been awarded to a Participant, the Trustees shall give the Participant a notice stating:

(a) the number and description of those Shares;

(b) their Initial Market Value on the date of Award; and

(c) the Holding Period applicable to them.

Notice of Award of Partnership Shares

11.2 As soon as practicable after any Partnership Shares have been acquired for a Participant and at least once in every six months, the Trustees shall give the Participant a notice stating:

(a) the number and description of those Shares;

(b) the amount of money applied by the Trustees in acquiring those Shares on behalf of the Participant; and

(c) the Market Value at the Acquisition Date.

Notice of acquisition of Dividend Shares

11.3 As soon as practicable after Dividend Shares have been acquired on behalf of a Participant, the Trustees shall give the Participant a notice stating:

(a) the number and description of those Shares;

(b) their Market Value on the Acquisition Date;

(c) the Holding Period applicable to them; and

(d) any amount not reinvested and carried forward for acquisition of further Dividend Shares.

6

Notice of any foreign tax deducted before dividend paid

11.4 Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustees shall give the Participant notice of the amount of any foreign tax deducted from the dividend before it was paid.

Restrictions during the Holding Period

11.5 During the Holding Period the Trustees shall not dispose of any Value Added Shares, Matching Shares or Dividend Shares (whether by transfer to the employee or otherwise) except as allowed by the following paragraphs of the Schedule:

(a) paragraph 32 (power of Trustees to accept general offers);

(b) paragraph 72 (power of Trustees to raise funds to subscribe for rights issue);

(c) paragraph 73 (meeting PAYE obligations); and

(d) paragraph 121(5) (termination of plan: early removal of shares with Participant’s consent).

PAYE and other tax liabilities

11.6 The Trustees may dispose of a Participant’s Shares or accept a sum from the Participant in order to meet any PAYE liability in the circumstances provided in paragraph 95 of the Schedule (PAYE: shares ceasing to be subject to the plan) and any employee’s NICs liability.

11.7 Where the Trustees receive a sum of money which constitutes a Capital Receipt in respect of which a Participant is chargeable to income tax under Schedule E, the Trustees shall pay to the employer a sum equal to that on which income tax is so payable.

11.8 The Trustees shall maintain the records necessary to enable them to carry out their PAYE and NICs obligations, and the PAYE and employee’s NICs obligations of the employer company so far as they relate to the Plan.

11.9 Where the Participant becomes liable to income tax under Schedule E, Case V of Schedule D, or Schedule F, the Trustees shall inform the Participant of any facts which are relevant to determining that liability.

7

Money’s worth received by Trustees

11.10  The Trustees shall pay over to the Participant as soon as is practicable, any money or money’s worth received by them in respect of or by reference to any shares, other than new shares within paragraph 115 of the Schedule (company reconstructions).

This is subject to:

(a) the provisions of Part VII of the Schedule (dividend reinvestment);

(b) the Trustees obligations under paragraphs 95 and 96 of the Schedule (PAYE: obligations to make payments to employer); and

(c) the Trustees’ PAYE obligations.

General offers

11.11  If any offer, compromise, arrangement or scheme is made which affects the Plan Shares the Trustees shall notify Participants. Each Participant may direct how the Trustees shall act in relation to that Participant’s Plan Shares. In the absence of any direction, the Trustees shall take no action.

12. POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE

If instructed by a Participant in respect of his Plan Shares the Trustees may dispose of some of the rights under a rights issue arising from those Shares to obtain enough funds to exercise the remaining rights. The rights referred to are the rights to buy additional shares or rights in the same company.

13. POWER TO AGREE MARKET VALUE OF SHARES

Where the Market Value of Shares is to be determined for the purposes of the Schedule, the Trustees may agree with the Inland Revenue that it shall be determined by reference to such date or dates, or to an average of the values on a number of dates, as specified in the agreement.

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14. PERSONAL INTEREST OF TRUSTEES

Trustees, and directors, officers or employees of a corporate Trustee, shall not be liable to account for any benefit accruing to them by virtue of their:

(a) participation in the Plan as a Qualifying Employee;

(b) ownership, in a beneficial or fiduciary capacity, of any shares or other securities in any Participating Company;

(c) being a director or employee of any Participating Company, being a creditor, or being in any other contractual relationship with any such company.

15. TRUSTEES’ MEETINGS

If and so long as there is more than one Trustee, the Trustees shall hold meetings as often as is necessary for the administration of the Plan. There shall be at least three Trustees present at a meeting and the Trustees shall give due notice to all the Trustees of such a meeting. Decisions made at such a meeting by a majority of the Trustees present shall be binding on all the Trustees. A written resolution signed by all the Trustees shall have the same effect as a resolution passed at a meeting.

16. SUBSIDIARY COMPANIES

16.1 Any Subsidiary of the Company may, with the agreement of the Directors, become a party to this Deed and the Plan by executing a deed of adherence agreeing to be bound by the Deed and Rules.

16.2 A Participating Company that ceases to be a Subsidiary shall cease to be a Participating Company.

17. EXPENSES OF PLAN

The Participating Companies shall meet the costs of the preparation and administration of this Plan.

18. TRUSTEES’ LIABILITY, INDEMNITY AND FEES

18.1 The Participating Companies shall jointly and severally indemnify each of the Trustees, and the directors, officers and employees of a corporate Trustee, against any expenses and liabilities which are

9

incurred through acting as a Trustee of the Plan and which cannot be recovered from the Trust Fund and in respect of indemnities conferred upon the Trustees by law and the Trustee Act 1925. This does not apply to expenses and liabilities which are incurred through fraud, wilful wrongdoing or negligence or are covered by insurance under Clause 18.3.

18.2 No Trustee shall be personally liable for any breach of trust (other than through fraud, wilful wrongdoing or negligence) over and above the extent to which the Trustee, and the directors, officers and employees of a corporate Trustee, are indemnified by the Participating Companies in accordance with Clause 18.1 above.

18.3 A non-remunerated Trustee may insure the Plan against any loss caused by him or any of his employees, officers, agents or delegates. A non-remunerated Trustee may also insure himself and any of these persons against liability for breach of trust not involving fraud or wilful wrongdoing or negligence of the Trustee or the person concerned.

18.4 A Trustee who carries on a profession or business may charge for services rendered on a basis agreed with the Participating Companies. A firm or company in which a Trustee is interested or by which he is employed may also charge for services rendered on this basis and may, unless otherwise agreed, act in accordance with its general terms and conditions from time to time in force.

19. COVENANT BY THE PARTICIPATING COMPANIES

The Participating Companies hereby jointly and severally covenant with the Trustees that they shall pay to the Trustees all sums which they are required to pay under the Rules and shall at all times comply with the Rules.

20. ACCEPTANCE OF GIFTS

The Trustees may accept gifts of Shares and other assets which shall be held upon the trusts declared by Clause 3.1 or 3.2 as the case may be.

21. TRUSTEES’ LIEN

The Trustees’ lien over the Trust Fund in respect of liabilities incurred by them in the performance of their duties (including the repayment of

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borrowed money and tax liabilities) shall be enforceable subject to the following restrictions:

(a) the Trustees shall not be entitled to resort to Partnership Share Money for the satisfaction of any of their liabilities; and

(b) the Trustees shall not be entitled to resort to Plan Shares for the satisfaction of their liabilities except to the extent that this is permitted by the Plan.

22. AMENDMENTS TO THE PLAN

The Directors may, with the Trustees’ written consent, from time to time amend the Plan provided that:

(a) no amendment which would adversely prejudice to a material extent the rights attaching to any Plan Shares awarded to or acquired by Participants may be made nor may any alteration be made giving to Participating Companies a beneficial interest in Plan Shares; and

(b) if the Plan is approved by the Inland Revenue at the time of an amendment or addition, any amendment or addition to a “key feature” (as defined in paragraph 118(3)(a) of the Schedule) of the Plan shall not have effect unless and until the written approval of the Inland Revenue has been obtained in accordance with paragraph 4 of the Schedule; and

(c) any amendment to the Deed shall be made by supplemental deed; and

(d) any amendment to the Rules may be made by supplemental deed or resolution of the Directors.

23. TERMINATION OF THE PLAN

23.1 The Plan shall terminate:

(a) in accordance with a Plan Termination Notice issued by the Directors acting on behalf of the Company to the Trustees under paragraph 120 of the Schedule; or

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(b) if earlier, on the expiry of the Trust Period.

23.2 The Directors shall immediately upon executing a Plan Termination Notice provide a copy of the notice to the Trustees, the Inland Revenue and each individual for whom the Trustees hold Plan Shares or who has entered into a Partnership Share Agreement which was in force immediately before the Plan Termination Notice was issued.

23.3 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust Period paragraph 121 of the Schedule shall have effect.

23.4 Any Shares or other assets which remain undisposed of after the requirements of paragraph 121 of the Schedule have been complied with shall be held by the Trustees upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportion, having regard to their respective contributions, as the Trustees shall in their absolute discretion think appropriate.

24. NOTICES

Each advice, request, or other communication to be given or made under the Plan shall be in writing and delivered or sent to the relevant party at its address as notified to the other party. To the extent agreed by the Company and the Trustees, communications between the parties to this Deed and to Participants may also be by electronic means.

25. PROPER LAW

This Deed and the Rules of the Plan shall be governed by and construed in accordance with the laws of England and Wales.

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IN WITNESS whereof this deed has been executed and delivered the day and year first above written.

Executed as a Deed on behalf of
MILLENNIUM INORGANIC CHEMICALS LIMITED
by:
	Director
Executed as a Deed on behalf of
CAPITA IRG TRUSTEES LIMITED
by:
	Authorised Signatory
	Authorised Signatory

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RULES of the MILLENNIUM INORGANIC CHEMICALS

SHARE INCENTIVE PLAN

1. DEFINITIONS	15
2. PURPOSE OF THE PLAN	21
3. ELIGIBILITY OF INDIVIDUALS	21
4. PARTICIPATION ON SAME TERMS	23
5. PARTNERSHIP SHARES (PART A)	25
6. MATCHING SHARES (PART B)	29
7. VALUE ADDED SHARES (PART C)	31
8. DIVIDEND SHARES (PART D)	35
9. ACQUISITION OF SHARES	37
10. COMPANY RECONSTRUCTIONS	38
11. RIGHTS ISSUES	39
12. LEAVERS	39

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1. DEFINITIONS

1.1 The following words and expressions have the following meanings:

“Accumulation Period”	in relation to Partnership Shares, the period during which the Trustees accumulate a Qualifying Employee’s Partnership Share Money before acquiring Partnership Shares or repaying it to the employee
“Acquisition Date”	(a) in relation to Partnership Shares, where there is no Accumulation Period, the meaning given by paragraph 40(2) of the Schedule;
	(b) in relation to Partnership Shares, where there is an Accumulation Period, the meaning given by paragraph 42(3) of the Schedule; and
	(c) in relation to Dividend Shares, the meaning given by paragraph 56(3) of the Schedule
“Associated Company”	the meaning given by paragraph 126 of the Schedule
“Award Date”	in relation to Value Added Shares or Matching Shares, the date on which such Shares are awarded
“Award”	(a) in relation to Value Added Shares and Matching Shares, the appropriation of Value Added Shares and Matching Shares in accordance with the Plan; and
	(b) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees in accordance with the Plan
“Capital Receipt”	the same meaning as in paragraph 79 of the Schedule

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“Close Company”	the same meaning as in section 414 of ICTA 1988
“Company”	Millennium Inorganic Chemicals Limited
“Connected Company”	the same meaning as in paragraph 16(4) of the Schedule
“Control”	the same meaning as in section 840 of ICTA 1988
“Dealing Day”	a day on which the Stock Exchange is open for the transaction of business
“Deed”	the trust deed constituting the Plan with any subsequent amendment thereto
“Directors”	the board of directors of the Company (or duly authorised committee)
“Dividend Shares”	Shares acquired on behalf of a Participant from reinvestment of dividends under Part D of the Plan and which are subject to the Plan
“Group Plan”	the Plan as established by the Company and extending to its Subsidiaries which are Participating Companies
“Holding Period”	(a) in relation to Value Added Shares, the period specified by the Directors as mentioned in Rule 7.12;
	(b) in relation to Matching Shares, the period specified by the Directors as mentioned in Rule 6.5; and
	(c) in relation to Dividend Shares, the period of 3 years from the Acquisition Date
“ICTA 1988”	the Income and Corporation Taxes Act 1988

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“Initial Market Value”	the Market Value of a Share on an Award Date. Where the Share is subject to a restriction or risk of forfeiture, the Market Value shall be determined without reference to that restriction or risk
“Market Value”	(a) where the Shares are listed on the Stock Exchange
	(i) if, and only if, all the Shares acquired for Award on an Acquisition Date or an Award Date are purchased and awarded to all Participants on the same day, the average of the prices paid by the Trustees for those Shares in Sterling
	or
	(ii) if all the Shares acquired for Award are not purchased and awarded to all Participants on the same day, the Sterling equivalent of the closing price of a Share on the immediately preceding Dealing Day (as derived from the Stock Exchange)
	(b) on any day where (a) above does not apply, the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Plan with Inland Revenue Shares Valuation on or before that day
“Matching Shares”	Shares awarded under Part B of the Plan and which are subject to the Plan
“Material Interest”	the same meaning as in paragraph 15 of the Schedule
“NICs”	National Insurance Contributions
“Parent Company”	Millennium Chemicals Inc.

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“Participant”	an individual who has received under the Plan an Award of Value Added Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired
“Participating Company”	the Company and such of its Subsidiaries as have executed deeds of adherence to the Plan under Clause 16 of the Trust Deed
“Partnership Share	an agreement in such form as is
Agreement”	acceptable to the Inland Revenue
“Partnership Shares”	Shares awarded under Part A of the Plan and which are subject to the Plan
“Partnership Share Money”	money deducted from a Qualifying Employee’s Salary pursuant to a Partnership Share Agreement and held by the Trustees to acquire Partnership Shares or to be returned to such a person
“PAYE”	pay as you earn (in relation to income tax assessable under Schedule E) as described in Section 203 of ICTA 1988
“Performance Allowances”	The criteria for an Award of Value Added Shares where:
	(a) whether Shares are awarded; or
	(b) the number or value of Shares awarded
	is conditional on performance targets being met
“Plan”	this plan, being the Millennium Inorganic Chemicals Share Incentive Plan
“Plan Shares”	(a) Value Added Shares, Matching Shares or Partnership Shares awarded to Participants;

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	(b) Dividend Shares acquired on behalf of Participants; and
	(c) shares in relation to which paragraph 115(5) (company reconstructions: new shares) of the Schedule applies
	that remain subject to the Plan
“Plan Termination Notice”	a notice issued under paragraph 120 of the Schedule
“Profit Sharing Scheme”	a profit sharing scheme approved by the Board of Inland Revenue under Schedule 9 of ICTA 1988
“Qualifying Company”	the same meaning as in paragraph 14 of the Schedule
“Qualifying Corporate Bond”	the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992
“Qualifying Employee”	an employee who must be invited to participate in an award in accordance with Rule 3.6 and any employee who the Directors have invited in accordance with Rule 3.7
“Qualifying Period”	a period as the Directors shall in their absolute discretion so decide being:
	(a) in the case of Value Added Shares a period not exceeding 18 months before the Award is made;
	(b) in the case of Partnership Shares and Matching Shares where there is an Accumulation Period a period not exceeding six months before the start of the Accumulation Period; and
	(c) in the case of Partnership Shares and Matching Shares where there is no

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	Accumulation Period a period not exceeding 18 months before the deduction of Partnership Share Money relating to the Award
“Redundancy”	the same meaning as in the Employment Rights Act 1996
“Relevant Employment”	employment by the Company or any Associated Company
“Retirement Age”	for the purposes of this Plan, age 50
“Rules”	these Rules together with any amendments thereto effected in accordance with Clause 22 of the Deed
“Salary”	the same meaning as in paragraph 48 of the Schedule
“Schedule”	Schedule 8 to the Finance Act 2000
“Shares”	shares of common stock in the capital of the Parent Company which comply with the conditions set out in paragraph 59 of the Schedule
“Subsidiary”	any company which is for the time being under the Control of the Company
“Stock Exchange”	the New York Stock Exchange (or such successor organisation)
“Tax Year”	a year beginning on 6 April and ending on the following 5 April
“Trustees”	the trustees or trustee for the time being of the Plan or any subsequent trustee or trustees as provided for in accordance with Clause 7 of the Deed
“Trust Fund”	all assets transferred to the Trustees to be held on the terms of the Deed and the assets from time to time representing such

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	assets, including any accumulations of income
“Trust Period”	the period of 80 years beginning with the date of the Deed
“Value Added Share Agreement”	an agreement in such form as is acceptable to the Inland Revenue
“Value Added Shares”	Shares awarded under Part C of the Plan which are subject to the Plan

1.2 References to any Act, or Part, Chapter, or section (including ICTA 1988) shall include any statutory modification, amendment or re-enactment of that Act, for the time being in force.

1.3 Words of the feminine gender shall include the masculine and vice versa and words in the singular shall include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated.

2. PURPOSE OF THE PLAN

The purpose of the Plan is to enable employees of Participating Companies to acquire Shares in the Parent Company which give them a continuing stake in the Parent Company.

3. ELIGIBILITY OF INDIVIDUALS

3.1 Subject to Rule 3.4, individuals are eligible to participate in an Award only if:

(a) they are employees of a Participating Company;

(b) they have been employees of a Qualifying Company at all times during any Qualifying Period;

(c) they are eligible on the date(s) set out in paragraph 13(1) of the Schedule; and

(d) they do not fail to be eligible under either or both Rule 3.2 or Rule 3.3.

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3.2 Individuals are not eligible to participate in an Award of Shares if they have, or within the preceding twelve months have had, a Material Interest in:

(a) a Close Company whose Shares may be appropriated or acquired under the Plan; or

(b) a company which has Control of such a company or is a member of a consortium which owns such a company.

3.3 Individuals are not eligible to participate in an Award of Value Added Shares in any Tax Year if in that Tax Year:

(a) they have been awarded Shares under a Profit Sharing Scheme established by the Company or a Connected Company, or are to be awarded such Shares at the same time; or

(b) they have received (or are to receive at the same time) an award under another plan established by the Company or a Connected Company and approved under the Schedule, or if they would have received such an award but for their failure to meet a performance target (see Rule 7.5).

3.4 Individuals are not eligible to participate in an Award of Partnership Shares or Matching Shares in any Tax Year if in that Tax Year they have received (or are to receive at the same time) an award under another plan established by the Company or a Connected Company (as defined in paragraph 16(4) of the Schedule) and approved under the Schedule, or if they would have received such an award but for their failure to meet a performance target (see Rule 7.5).

3.5 Notwithstanding any provision of any other of these Rules whatsoever:

(a) the Plan shall not form part of any contract of employment between the Company, the Parent Company, a Subsidiary or any Associated Company and any Participant and it shall not confer on any Participant any legal or equitable rights (other than those constituted by the grant of Awards themselves) whatsoever against the Company, the Parent Company, a Subsidiary or an Associated Company directly or indirectly or give rise to any cause of action at law or in equity against the

22

Company, the Parent Company, a Subsidiary or any Associated Company;

(b) participation in an Award is a matter entirely separate from any pension right or entitlement a Participant may have and from his terms or conditions of employment and participation in the Plan shall in no respect whatever affect his pension rights or entitlements or terms or conditions of employment and in particular (but without limiting the generality of the foregoing) any Participant who ceases to be an employee of the Company, the Parent Company, a Subsidiary or an Associated Company shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever and notwithstanding that he may have been dismissed wrongfully or unfairly (within the meaning of the Employment Rights Act 1996).

Employees who must be invited to participate in Awards

3.6 Individuals shall be eligible to receive an Award of Shares under the Plan if they meet the requirements in Rule 3.1 and are chargeable to income tax in respect of their employment under Case I of Schedule E. In this case they shall be invited to participate in any Awards of Value Added Shares, Partnership Shares or Matching Shares, and acquisitions of Dividend Shares, as are set out in the Plan.

Employees who may be invited to participate in Awards

3.7 The Directors may also invite, at their discretion, any employee who meets the requirements in Rule 3.1 to participate in any Award of Value Added Shares, Partnership Shares or Matching Shares, and acquisitions of Dividend Shares, as are set out in the Plan. The Directors shall notify the Trustees of employees who participate under this Rule.

4. PARTICIPATION ON SAME TERMS

4.1 Every Qualifying Employee shall be invited to participate in an Award on the same terms. All who do participate in an Award shall do so on the same terms.

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4.2 The Directors may make an Award of Value Added Shares to Qualifying Employees by reference to their remuneration, length of service or hours worked.

4.3 The Directors may make an Award of Value Added Shares to Qualifying Employees by reference to their performance as set out in Rule 7.5.

4.4 The Participating Companies shall make contributions to the Trustees to finance any purchase by the Trustees of Value Added and/or Matching Shares for award on an Award Date.

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PART A

5. PARTNERSHIP SHARES

5.1 The Directors may at any time invite every Qualifying Employee to enter into a Partnership Share Agreement, should the Directors decide to offer Partnership Shares, in accordance with this Part of the Rules. The Directors shall determine whether there is to be an Accumulation Period. An Accumulation Period may be up to 12 months and shall apply equally to all Qualifying Employees in the Plan.

5.2 Partnership Shares shall not be subject to any provision under which they may be forfeit.

Maximum amount of deductions

5.3 The amount of Partnership Share Money deducted from an employee’s Salary shall not exceed £125 in any month (or such other amount as may from time to time be permitted under paragraph 36(1) of the Schedule and approved by the Directors). If the Salary is not paid monthly, the applicable limit shall be calculated proportionately.

5.4 The amount of Partnership Share Money deducted from an employee’s Salary over an Accumulation Period shall not exceed 10% (or such other percentage as may from time to time be permitted under paragraph 36(2) of the Schedule and approved by the Directors) of the total of the payments of Salary made to such employee over that Accumulation Period or if there is no Accumulation Period, 10% (or such other percentage as may be permitted under paragraph 36(2) of the Schedule) of the Salary payment from which the deduction is made.

5.5 Any amount deducted in excess of that allowed by Rule 5.3 or Rule 5.4 shall be paid over to the employee, subject to both deduction of income tax under PAYE and NICs, as soon as practicable.

Minimum amount of deductions

5.6 The minimum amount to be deducted under the Partnership Share Agreement in any month shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than £10.

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Notice of possible effect of deductions on benefit entitlement

5.7 Every Partnership Share Agreement shall contain a notice under paragraph 38 of the Schedule.

Restriction imposed on number of Shares awarded

5.8 The Directors may specify the maximum number of Shares to be included in an Award of Partnership Shares.

5.9 The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award.

5.10 The notification in Rule 5.9 above shall be given:

(a) if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and

(b) if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award.

Plan with no Accumulation Period

5.11 The Trustees shall acquire Shares on behalf of the Qualifying Employee using the Partnership Share Money. They shall acquire the Shares on the Acquisition Date. The number of Shares awarded to each employee shall be determined in accordance with the Market Value of the Shares on that date.

Plan with Accumulation Period

5.12 If there is an Accumulation Period, the Trustees shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money.

5.13 The number of Shares acquired on behalf of each Participant shall be determined by reference to the lower of:

(a) the Market Value of the Shares at the beginning of the Accumulation Period; and

(b) the Market Value of the Shares on the Acquisition Date.

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5.14 If a transaction occurs during an Accumulation Period which results in a new holding of shares being equated for the purposes of capital gains tax with any of the shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding.

Surplus Partnership Share Money

5.15 Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustees:

(a) may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next deduction date; and

(b) in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable.

Scaling down

5.16 If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 5.8 then the following steps shall be taken in sequence until the excess is eliminated.

Step 1. the excess of the monthly deduction chosen by each applicant over £5 shall be reduced pro rata;

Step 2. all monthly deductions shall be reduced to £5;

Step 3. applications shall be selected by lot, each based on a monthly deduction of £5.

Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change.

Stopping and re-starting deductions

5.17 An employee may stop and re-start deductions under a Partnership Share Agreement at any time by notice in writing to their employing company. Unless a later date is specified in the notice, such notice shall take effect as soon as practicable but in any event no later than 30 days after their employing company receives it.

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Withdrawal from Partnership Share Agreement

5.18 An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to their employing company or the Directors. Unless a later date is specified in the notice, such a notice shall take effect 30 days after their employing company or the Directors receive it. Any Partnership Share Money then held on behalf of an employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and NICs.

Repayment of Partnership Share Money on withdrawal of approval or Termination

5.19 If approval to the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE, and NICs.

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PART B

6. MATCHING SHARES

6.1 The Partnership Share Agreement sets out the basis on which a Participant is entitled to Matching Shares, should the Directors decide to offer Matching Shares, in accordance with this Part of the Rules.

General requirements for Matching Shares

6.2 Matching Shares shall:

(a) be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate;

(b) subject to Rule 6.4, be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant; and

(c) be awarded to all Participants on exactly the same basis.

Ratio of Matching Shares to Partnership Shares

6.3 The Partnership Share Agreement shall specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and that ratio shall not exceed 2:1 (or such other ratio as may from time to time be permitted under paragraph 51(2) of the Schedule and approved by the Directors). The Directors may vary the ratio before Partnership Shares are acquired. Employees shall be notified of the terms of any such variation before the Partnership Shares are awarded under the Partnership Share Agreement.

6.4 If the Partnership Shares acquired on the day referred to in Rule 6.2(b) above are not sufficient to produce a Matching Share, the match shall be made when sufficient Partnership Shares have been acquired to allow at least one Matching Share to be appropriated.

Holding Period for Matching Shares

6.5 The Directors shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Partnership Share Agreement.

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6.6 The Holding Period shall, in relation to each Award, be a specified period of not less than 3 years nor more than 5 years (or such other periods as may be from time to time be specified under paragraph 52 of the Schedule and approved by the Directors), beginning with the Award Date and shall be the same for all Participants who receive an Award at the same time. The Holding Period shall not be increased in respect of Matching Shares awarded under the Plan.

6.7 A Participant may during the Holding Period direct the Trustees:

(a) to accept an offer for any of their Matching Shares if the acceptance or agreement shall result in a new holding being equated with those original Shares for the purposes of capital gains tax; or

(b) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Matching Shares if the offer forms part of such a general offer as is mentioned in paragraph (c) below; or

(c) to accept an offer of cash, with or without other assets, for their Matching Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares or to the holders of shares in the same company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of ICTA 1988; or

(d) to agree to a transaction affecting their Matching Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting;

(i) all of the ordinary share capital of the Parent Company or, as the case may be, all the shares of the class in question; or

(ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule.

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PART C

7. VALUE ADDED SHARES

7.1 The Directors may at any time invite every Qualifying Employee to enter into a Value Added Share Agreement, should the Directors decide to offer Value Added Shares, in accordance with this Part of the Rules.

7.2 The Trustees, acting with the prior consent of the Directors, may from time to time award Value Added Shares.

7.3 The number of Value Added Shares to be awarded by the Trustees to each Qualifying Employee on an Award Date shall be determined by the Directors in accordance with this Rule.

Maximum annual Award

7.4 The Initial Market Value of the Shares awarded to a Qualifying Employee in any Tax Year shall not exceed £3,000 (or such other amount as may be permitted under paragraph 24 of the Schedule and approved by the Directors).

Allocation of Value Added Shares by reference to performance

7.5 The Directors may stipulate that the number of Value Added Shares (if any) to be awarded to each Qualifying Employee on a given Award Date shall be determined by reference to Performance Allowances.

7.6 If Performance Allowances are used, they shall apply to all Qualifying Employees.

7.7

(a) Performance Allowances shall be determined by reference to such fair and objective criteria (performance targets) relating to business results as the Directors shall determine over such period as the Directors shall specify;

(b) performance targets must be set for performance units of one or more employees; and

(c) for the purposes of an Award of Value Added Shares an employee must not be a member of more than one performance unit.

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7.8 Where the Directors decide to use Performance Allowances it shall, as soon as reasonably practicable:

(a) notify each employee participating in the Award of the performance targets and measures which, under the Plan, shall be used to determine the number or value of Value Added Shares awarded to him; and

(b) notify all Qualifying Employees of the Company or, in the case of a Group Plan, of any Participating Company, in general terms, of the performance targets and measures to be used to determine the number or value of Value Added Shares to be awarded to each Participant in the Award.

7.9 The Directors shall determine the number of Value Added Shares (if any) to be awarded to each Qualifying Employee by reference to performance using method 1 or method 2. The same method shall be used for all Qualifying Employees for each Award.

Performance Allowances: method 1

7.10 By this method:

(a) at least 20% of Value Added Shares awarded in any performance period shall be awarded without reference to performance;

(b) the remaining Value Added Shares shall be awarded by reference to performance; and

(c) the highest Award made to an individual by reference to performance in any period shall be no more than four times the highest Award to an individual without reference to performance.

If this method is used:

• the Value Added Shares awarded without reference to performance (paragraph (a) above) shall be awarded on the same terms mentioned in Rule 4; and

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• the Value Added Shares awarded by reference to performance (paragraph (b) above) need not be allocated on the same terms mentioned in Rule 4.

Performance Allowances: method 2

7.11 By this method:

(a) some or all Value Added Shares shall be awarded by reference to performance;

(b) the Award of Value Added Shares to Qualifying Employees who are members of the same performance unit shall be made on the same terms, as mentioned in Rule 4; and

(c) Value Added Shares awarded for each performance unit shall be treated as separate Awards.

Holding Period for Value Added Shares

7.12 The Directors shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Value Added Share Agreement.

7.13 The Holding Period shall, in relation to each Award, be a specified period of not less than 3 years nor more than 5 years (or such other periods as may from time to time be specified under paragraph 31(2) of the Schedule and approved by the Directors), beginning with the Award Date and shall be the same for all Participants who receive an Award at the same time. The Holding Period shall not be increased in respect of Value Added Shares already awarded under the Plan.

7.14 A Participant may during the Holding Period direct the Trustees:

(a) to accept an offer for any of their Value Added Shares if the acceptance or agreement shall result in a new holding being equated with those Shares for the purposes of capital gains tax; or

(b) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Value

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Added Shares if the offer forms part of such a general offer as is mentioned in paragraph (c) below; or

(c) to accept an offer of cash, with or without other assets, for their Value Added Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares, or to holders of shares in the same company and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 ICTA 1988; or

(d) to agree to a transaction affecting their Value Added Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(i) all of the ordinary share capital of the Parent Company or, as the case may be, all the shares of the class in question; or

(ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule.

7.15 The performance targets and measures referred to in this Rule 7 may be relaxed, waived, or amended if an event occurs which causes the Directors to consider that any of the existing targets or measures have become unfair or impractical. Provided that any such relaxation, waiver or amendment shall be fair and reasonable and any amended target or measure shall not be any more difficult or any less difficult to satisfy than the original target or measure.

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PART D

8. DIVIDEND SHARES

Reinvestment of cash dividends

8.1 The Value Added Share Agreement or Partnership Share Agreement, as appropriate, shall set out the rights and obligations of Participants receiving Dividend Shares under the Plan.

8.2 The Directors may decide to direct the Trustees to:

(a) apply all Participants’ dividends, up to the limit specified in Rule 8.5, to acquire Dividend Shares;

(b) to pay all dividends in cash to all Participants; or

to offer Participants the choice of either paragraph (a) or (b) above.

8.3 Dividend Shares shall be Shares:

(a) of the same class and carrying the same rights as the Shares in respect of which the dividend is paid; and

(b) which are not subject to any provision for forfeiture.

8.4 The Directors may revoke any direction for reinvestment of cash dividends.

8.5 The amount applied by the Trustees in acquiring Dividend Shares shall not exceed £1,500 (or such other amount as may be permitted under paragraph 54(1) of the Schedule) in each Tax Year in respect of any Participant. For the purposes of this Rule, the Dividend Shares are those acquired under this Plan and those acquired under any other plan approved under the Schedule. In exercising their powers in relation to the acquisition of Dividend Shares the Trustees must treat Participants fairly and equally.

8.6 If the amounts received by the Trustees exceed the limit in Rule 8.5, the balance shall be paid to the participant as soon as practicable.

8.7 If dividends are to be reinvested, the Trustees shall apply all the cash dividend to acquire Shares on behalf of the Participant on the Acquisition Date. The number of Dividend Shares acquired on behalf

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of each Participant shall be determined by the Market Value of the Shares on the Acquisition Date.

Certain amounts not reinvested to be carried forward

8.8 Subject to Rule 8.6, any amount that is not reinvested:

(a) because the amount of the cash dividend is insufficient to acquire a Share; or

(b) because there is an amount remaining after acquiring the Dividend Shares;

may be retained by the Trustees and carried forward to be added to the amount of the next cash dividend to be reinvested.

8.9 If, during the period of 3 years (or such other period as may from time to time be specified under paragraph 57 of the Schedule) beginning with the date on which the dividend was paid:

(a) it is not reinvested; or

(b) the Participant ceases to be in Relevant Employment; or

(c) a Plan Termination Notice is issued

the amount shall be repaid to the Participant as soon as practicable. On making such a payment, the Participant shall be provided with the information specified in paragraph 90 of the Schedule.

Holding Period for Dividend Shares

8.10 The Holding Period shall be a period of 3 years (or such other period as may from time to time be specified under paragraph 57 of the Schedule), beginning with the Acquisition Date.

8.11 A Participant may during the Holding Period direct the Trustees:

(a) to accept an offer for any of their Dividend Shares if the acceptance or agreement shall result in a new holding being equated with those Shares for the purposes of capital gains tax; or

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(b) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Dividend Shares if the offer forms part of such a general offer as is mentioned in paragraph (c) below; or

(c) to accept an offer of cash, with or without other assets, for their Dividend Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares or to holders of shares in the same company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of ICTA 1988; or

(d) to agree to a transaction affecting their Dividend Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(i) all of the ordinary share capital of the Parent Company or, as the case may be, all the shares of the class in question; or

(ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule.

8.12 Where a Participant is charged to tax in the event of their Dividend Shares ceasing to be subject to the Plan, they shall be provided with the information specified in paragraph 93(4) of the Schedule.

9. ACQUISITION OF SHARES

Awards under the Plan may be satisfied by existing Shares which are purchased by the Trustees on the open market or at arms length from any shareholder. The Trustees shall not have the right to subscribe to the Parent Company for newly issued Shares in order to satisfy an Award. The Trustees may purchase the beneficial interest in Shares at the best consideration in money that can reasonably be obtained at the time of the sale from a Participant who has submitted a sale request.

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10. COMPANY RECONSTRUCTIONS

10.1 The following provisions of this Rule apply if there occurs in relation to any of a Participant’s Plan Shares (referred to in this Rule as “the Original Holding”):

(a) a transaction which results in a new holding (referred to in this Rule as “the New Holding”) being equated with the Original Holding for the purposes of capital gains tax; or

(b) a transaction which would have that result but for the fact that what would be the new holding consists of or includes a Qualifying Corporate Bond.

10.2 If an issue of shares of any of the following description (in respect of which a charge to income tax arises) is made as part of a company reconstruction, those shares shall be treated for the purposes of this Rule as not forming part of the New Holding:

(a) redeemable shares or securities issued as mentioned in section 209(2)(c) of ICTA 1988;

(b) share capital issued in circumstances such that section 210(1) of ICTA 1988 applies; or

(c) share capital to which section 249 of ICTA 1988 applies.

10.3 In this Rule:

“Corresponding Shares” in relation to any New Shares, means the Shares in respect of which the New Shares are issued or which the New Shares otherwise represent;

“New Shares” means shares comprised in the New Holding which were issued in respect of, or otherwise represent, shares comprised in the Original Holding.

10.4 Subject to the following provisions of this Rule, references in this Plan to a Participant’s Plan Shares shall be respectively construed, after the time of the company reconstruction, as being or, as the case may be, as including references to any New Shares.

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10.5 For the purposes of the Plan:

(a) a company reconstruction shall be treated as not involving a disposal of Shares comprised in the Original Holding; and

(b) the date on which any New Shares are to be treated as having been appropriated to or acquired on behalf of the Participant shall be that on which Corresponding Shares were so appropriated or acquired.

10.6 In the context of a New Holding, any reference in this Rule to shares includes securities and rights of any description which form part of the New Holding for the purposes of Chapter II of Part IV of the Taxation of Chargeable Gains Act 1992.

11. RIGHTS ISSUES

11.1 Any shares or securities allotted under Clause 12 of the Deed shall be treated as Plan Shares identical to the shares in respect of which the rights were conferred. They shall be treated as if they were awarded to or acquired on behalf of the Participant under the Plan in the same way and at the same time as those Plan Shares in respect of which they are allotted.

11.2 Rule 11.1 does not apply:

(a) to shares and securities allotted as the result of taking up a rights issue where the funds to exercise those rights were obtained otherwise than by virtue of the Trustees disposing of rights in accordance with this Rule; or

(b) where the rights to a share issue attributed to Plan Shares are different from the rights attributed to other ordinary shares of the Parent Company.

12. LEAVERS

A Participant who ceases to be in Relevant Employment must remove his Shares from the trust. Unless the Participant provides the requisite funds to the Company or the Trustees to cover any income tax and employee’s NICs liability that may arise due to his Shares ceasing to be subject to the Plan, the Trustees shall have the discretion to dispose of sufficient of the Participant’s Shares to meet such liabilities on behalf of the Participant.

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EX-5.1

Exhibit 5.1

[Letterhead of Lyondell Chemical Company]

November 30, 2004

Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Lyondell Chemical Company (the “Company”). This opinion is furnished to you in connection with the registration under the Securities Act of 1933, as amended, of 1,576,725 shares (the “Shares”) of common stock, par value $1.00 per share, of the Company (“Common Stock”) that may be issued under the Millennium Chemicals Inc. Long Term Stock Incentive Plan and Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan (the “Plans”). In such capacity, I am familiar with the Company’s Certificate of Incorporation and Bylaws, each as amended on or before the date hereof, as well as the Plans. In addition, I, or attorneys working under my supervision, have examined records of relevant corporate proceedings with respect to the offering of the Shares under the Plans and such other records, instruments and documents pertaining to the Company that I have deemed necessary for purposes of delivering this opinion. I have also examined the Company’s Registration Statement on Form S-8 to which this opinion is an exhibit (“Registration Statement”). I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents examined as originals, the conformity to original documents of all documents examined as certified or photostatic copies and the authenticity of the originals of such copies.

Based on the foregoing and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plans, will be duly and validly issued, fully paid and nonassessable.

The foregoing opinion is limited in all respects to matters governed by the General Corporation Law of the State of Delaware, which includes statutory provisions and also all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws, and the federal laws of the United States of America, to the extent applicable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Sincerely,

/S/    KERRY A. GALVIN        

Kerry A. Galvin

Senior Vice President, General Counsel and Secretary

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Lyondell Chemical Company of the following reports, which appear in the Lyondell Chemical Company Annual Report on Form 10-K for the year ended December 31, 2003.

• Our report dated March 8, 2004 on our audits of the consolidated financial statements of Lyondell Chemical Company as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003.

• Our report dated March 8, 2004 on our audits of the consolidated financial statements of Equistar Chemicals, LP as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003.

• Our report dated March 2, 2004, except for matters discussed in Note 2, as to which the date is March 11, 2004, on our audits of the financial statements of LYONDELL-CITGO Refining LP as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003.

/s/ PRICEWATERHOUSECOOPERS LLP

Houston, Texas

November 30, 2004

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Lyondell Chemical Company of our report dated June 28, 2004 relating to the financial statements, which appears in the Annual Report of the Millennium Savings and Investment Plan on Form 11-K for the year ended December 31, 2003.

/s/ PRICEWATERHOUSECOOPERS LLP

Philadelphia, Pennsylvania

November 29, 2004

EX-24

Exhibit 24.1

LYONDELL CHEMICAL COMPANY

POWER OF ATTORNEY

WHEREAS, Lyondell Chemical Company, a Delaware corporation (the ”Company”), intends to file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-8, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the “Registration Statement”), in connection with the Millennium Chemicals Inc. Long Term Stock Incentive Plan, Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan, the Millennium Chemicals Inc. Supplemental Savings and Investment Plan, the Millennium Chemicals Inc. Salary and Bonus Deferral Plan, the Millennium Savings and Investment Plan, the Millennium Chemicals Inc. Sharesave Scheme 1997, the Millennium Inorganic Chemicals Ltd (Asia/Pacific) Employee Share Acquisition Scheme, the Fonds Commun de Placement d’Entreprise “Millennium”, the Share Purchase Plan and the Millennium Inorganic Chemicals Share Incentive Plan.

NOW, THEREFORE, the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Dan F. Smith, T.Kevin DeNicola, Charles L. Hall and Kerry A. Galvin, and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them.

IN WITNESS WHEREOF, the undersigned has executed this instrument effective as of the 30th day of November, 2004.

Signature	Title
/s/    DAN F. SMITH         Dan F. Smith	President, Chief Executive Officer and Director
/s/    T. KEVIN DENICOLA         T. Kevin DeNicola	Senior Vice President and Chief Financial Officer
/s/    KERRY A. GALVIN         Kerry A. Galvin	Senior Vice President, General Counsel and Secretary
/s/    CHARLES L. HALL         Charles L. Hall	Vice President and Controller

Signature	Title
/s/    DR. WILLIAM T. BUTLER         Dr. William T. Butler	Chairman and Director
/s/    CAROL A. ANDERSON         Carol A. Anderson	Director
/s/    STEPHEN CHAZEN         Stephen Chazen	Director
/s/    TRAVIS ENGEN         Travis Engen	Director
/s/    DANNY W. HUFF         Danny W. Huff	Director
/s/    DR. RAY IRANI         Dr. Ray Irani	Director
/s/    DAVID J. LESAR         David J. Lesar	Director
/s/    STEPHEN F. HINCHLIFFE, JR.         Stephen F. Hinchliffe, Jr.	Director
/s/    DUDLEY C. MECUM         Dudley C. Mecum	Director
/s/    DR. WILLIAM R. SPIVEY         Dr. William R. Spivey	Director