____________________________________________Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MILLENNIUM CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3436215
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
230 Half Mile Road Red Bank, New Jersey 07701
(Address of Principal Executive Offices) (Zip Code)
MILLENNIUM CHEMICALS INC.
SALARY AND BONUS DEFERRAL PLAN
(Full title of the plan)
GEORGE H. HEMPSTEAD, III
Senior Vice President-Law and Administration
Millennium Chemicals Inc.
230 Half Mile Road Red Bank, New Jersey 07701
(Name and address of agent for service)
(732) 603-6600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maxi- Proposed Maxi-
Securities mum Offering mum Aggregate Amount of
to be Amount to be Price Per Offering Price Registration
Registered Registered Share (2) Fee
Common Stock,
par value $.01 484,393 $33.031 $16,000,000 $4,848.48
per share (1)
_______________________________________________________________________
(1) 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
employee benefit plan described herein.
(2) Determined in accordance with Rule 457(c) based on the
average of the high and low sales prices on the New York Stock
Exchange on
May 18, 1998.<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents and portions of documents filed by
Registrant or by the Plan pursuant to the Securities Act of 1933
(the "Act") and the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
(b) Description of the Common Stock at page 78 of
Registrant's Information Statement, dated August 23, 1996
attached as Annex A to Registrant's Registration Statement on
Form 10, effective August 23, 1996.
(c) All documents filed pursuant to Section 13(a) or 15(d)
of the Exchange Act by Registrant since December 31, 1997 and by
Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act on or subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities being
offered pursuant hereto have been sold or which deregisters all
such securities then remaining unsold, also shall be deemed to be
a part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
In accordance with Section 145 of the Delaware General
Corporation Law ("DGCL"), which provides for the indemnification
of directors, officers and employees under certain circumstances,
Article XIV ("Article XIV") of the Registrant's By-Laws grants
the Registrant's directors, officers and employees a right to
indemnification for all expenses, liabilities and losses relating
to civil, criminal, administrative or investigative proceedings
to which they are a party (i) by reason of the fact that they are
or were directors, officers or employees of Registrant or (ii) by
reason of the fact, while they are or were directors, officers or
employees of Registrant, they are or were serving at the request
of Registrant as directors, officers, members, employees,
fiduciaries or agents of another corporation, partnership, joint
venture, trust or enterprise. Article XIV of the By-Laws further
provides for the mandatory advancement of expenses incurred by
officers and directors in defending such proceedings in advance
of their final disposition upon delivery to Registrant by the
indemnitee of an undertaking to repay all amounts so advanced if
it is ultimately determined that such indemnitee is not entitled
to be indemnified under Article XIV. Registrant may not
indemnify or make advance payments to any person in connection
with proceedings initiated against Registrant by such person
without the authorization of the Registrant's Board of Directors,
except with respect to counterclaims, cross-claims, third-party
claims or as otherwise ordered by a court of competent
jurisdiction.
In addition, Article XIV provides that directors and
officers therein described shall be indemnified to the fullest
extent permitted by Section 145 of the DGCL, or any successor
provisions or amendments thereunder. In the event that any such
successor provisions or amendments provide indemnification rights
broader than permitted prior thereto, Article XIV allows such
broader indemnification rights to apply retroactively with
respect to any predating alleged action or inaction and also
allows the indemnification to continue after an indemnitee has
ceased to be a director or officer of the corporation and to
inure to the benefit of the indemnitee's heirs, executors and
administrators.
Article XIV further provides that the right to
indemnification is not exclusive of any other right which any
indemnitee may have or thereafter acquire under any statute, the
Certificate of Incorporation or By-Laws, any agreement or vote of
stockholders or disinterested directors or otherwise, and allows
Registrant to indemnify and advance expenses to any person whom
the corporation has the power to indemnify under the DGCL or
otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for directors and officers and
controlling persons pursuant to the foregoing provisions,
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Registrant's By-Laws authorize Registrant to purchase
insurance for directors, officers and employees of Registrant,
and persons who serve at the request of Registrant as directors,
officers, members, employees, fiduciaries or agents of other
enterprises against any expense, liability or loss incurred in
such capacity, whether or not Registrant would have the power to
indemnify such persons against such expense or liability under
the By-Laws. Registrant intends to maintain insurance coverage
for its officers and directors as well as insurance coverage to
reimburse Registrant for potential costs of its corporate
indemnification of directors and officers.
Item 8. Exhibits.
4.1 Form of Amended and Restated Certificate of
Incorporation of Registrant incorporated by
reference to Exhibit 3.1 of Registrant's Form
10 (file no. 1-12091) as filed August 23,
1996 (the "Form 10").
4.2 Amended and Restated By-Laws of Registrant incorporated
by reference to Exhibit 3.2 to the Form 10.
4.3 Specimen form of certificate representing Common Stock
of Registrant incorporated by reference to Exhibit 4.1
to the Form 10.
4.4(a) Millennium Chemicals Inc. Salary And Bonus
Deferral Plan incorporated by reference to
Exhibit 10.30 to Registrant's Annual Report
on Form 10-K for the year ended December 31,
1996 (the "1996 Form 10-K")
4.4(b) Amendment Number One to Millennium Chemicals Inc.
Salary and Bonus Deferral Plan incorporated by
reference to Exhibit 10.30(b) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1997 (the "1997 Form 10-K").
4.5(a) Millennium Chemicals Inc. Annual Performance Incentive
Plan incorporated by reference to Exhibit 10.23 to the
Form 10.
4.5(b) Amendment Number One to the Millennium Chemicals Inc.
Annual Performance Incentive Plan incorporated by
reference to Exhibit 10.23(b) to the 1996 Form 10-K.
4.5(c) Amendment Number Two to the Millennium Chemicals Inc.
Annual Performance Incentive Plan incorporated by
reference to Exhibit 10.23(c) to the 1997 Form 10-K.
4.6(a) Millennium Chemicals Inc. 1996 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.24 to the Form
10.
4.6(b) Termination Amendment to the Millennium Chemicals Inc.
1996 Long-Term Incentive Plan incorporated by reference
to Exhibit 10.24(b) to the 1997 Form 10-K.
4.6(c) Amendment to the Millennium Chemicals Inc. 1996 Long
Term Incentive Plan incorporated by reference to
Exhibit 10.24(c) to the 1997 Form 10-K.
4.7(a) Millennium Chemicals Inc. Executive Long-Term Incentive
Plan.
4.7(b) Termination Amendment to the Millennium Chemicals Inc.
Executive Long-Term Incentive Plan.
4.7(c) Amendment to the Millennium Chemicals Inc. Executive
Long-Term Incentive Plan.
5.1 Opinion of counsel as to legality of
securities being registered (not original
issue).
23.1 Consent of Price Waterhouse LLP, independent
accountants, Morristown, New Jersey.
23.2 Consent of Ernst & Young LLP, independent auditors,
Hackensack, New Jersey
23.3 Consent of Coopers & Lybrand L.L.P., Houston, Texas and
Price Waterhouse LLP, Morristown, New Jersey,
independent accountants.
24.1 Power of Attorney.
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 of 1933; (ii) to reflect
in the prospectus any fact or event 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: (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) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, 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 Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 to be signed
on its behalf by the undersigned, thereunto duly authorized, at Red Bank, New
Jersey, May 20, 1998.
MILLENNIUM CHEMICALS INC.
(Registrant)
By: /s/ George H. Hempstead
George H.Hempstead, III
Senior Vice President-
Law and Administration
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the May 20, 1998
William M. Landuyt Board and Chief
Executive Officer
(Principal Executive
Officer)
* Director, President May 20, 1998
Robert E. Lee and Chief Operating
Officer
* Director, Senior Vice May 20, 1998
John E. Lushefski President and Chief
Financial Officer
(Principal Financial
Officer)
* Director May 20, 1998
Lord Baker
* Director May 20, 1998
Worley H. Clark, Jr.
* Director May 20, 1998
Martin D. Ginsburg
* Director May 20, 1998
Lord Glenarthur
* Director May 20, 1998
David J.P. Meachin
* Director May 20, 1998
Martin G. Taylor
* Corporate Controller May 20, 1998
Marie S. Dreher (Principal Accounting
Officer)
* By /s/ George H. Hempstead May 20, 1998
George H. Hempstead, III
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed by the Board of Directors of the Registrant that
is responsible for administering the Plan has duly caused this
Registration Statement to be signed on behalf of the Plan by the
undersigned, thereunto duly authorized, in the City of Red Bank, and
State of New Jersey on May 20, 1998.
MILLENNIUM CHEMICALS INC.
SALARY AND BONUS DEFERRAL PLAN
By: /s/ George H. Hempstead
Name: George H. Hempstead, III
Title: Committee Member
<PAGE>
EXHIBIT INDEX
Exhibit
No.
4.1 Form of Amended and Restated Certificate
of Incorporation of Registrant
incorporated by reference to Exhibit 3.1
of Registrant's Form 10 as filed August
23, 1996.
4.2 Amended and Restated By-Laws of Registrant
incorporated by reference to Exhibit 3.2 to
Registrant's Form 10 as filed August 23, 1996.
4.3 Specimen form of certificate representing Common
Stock of Registrant incorporated by reference to
Exhibit 4.1 to Registrant's Form 10 as filed
August 23, 1996.
4.4(a) Millennium Chemicals Inc. Salary And
Bonus Deferral Plan incorporated by
reference to Exhibit 10.30 to
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996
(the "1996 Form 10-K")
4.4(b) Amendment Number One to Millennium Chemicals Inc.
Salary and Bonus Deferral Plan incorporated by
reference to Exhibit 10.30(b) to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1997 (the "1997 Form 10-K").
4.5(a) Millennium Chemicals Inc. Annual Performance
Incentive Plan incorporated by reference to
Exhibit 10.23 to the Form 10.
4.5(b) Amendment Number One to the Millennium Chemicals
Inc. Annual Performance Incentive Plan
incorporated by reference to Exhibit 10.23(b) to
the 1996 Form 10-K.
4.5(c) Amendment Number Two to the Millennium Chemicals
Inc. Annual Performance Incentive Plan
incorporated by reference to Exhibit 10.23(c) to
the 1997 Form 10-K.
4.6(a) Millennium Chemicals Inc. 1996 Long-Term Incentive
Plan incorporated by reference to Exhibit 10.24 to
the Form 10.
4.6(b) Termination Amendment to the Millennium Chemicals
Inc. 1996 Long-Term Incentive Plan incorporated by
reference to Exhibit 10.24(b) to the 1997 Form 10-K.
4.6(c) Amendment to the Millennium Chemicals Inc. 1996
Long Term Incentive Plan incorporated by reference
to Exhibit 10.24(c) to the 1997 Form 10-K.
4.7(a) Millennium Chemicals Inc. Executive Long-Term
Incentive Plan.
4.7(b) Termination Amendment to the Millennium Chemicals
Inc. Executive Long-Term Incentive Plan.
4.7(c) Amendment to the Millennium Chemicals Inc.
Executive Long-Term Incentive Plan.
5.1 Opinion of counsel as to legality of
securities being registered (not
original issue).
23.1 Consent of Price Waterhouse LLP,
independent accountants, Morristown, New
Jersey.
23.2 Consent of Ernst & Young LLP, independent
auditors, Hackensack, New Jersey
23.3 Consent of Coopers & Lybrand L.L.P. , Houston,
Texas and Price Waterhouse LLP, Morristown, New
Jersey, independent accountants.
24.1 Power of Attorney.
EXHIBIT 4.7(a)
MILLENNIUM CHEMICALS INC.
EXECUTIVE LONG-TERM INCENTIVE PLAN
(Effective as of January 1, 1997)
Section 1. Establishment.
Millennium Chemicals Inc., a Delaware corporation
("Millennium"), hereby establishes, effective as of January 1,
1997, an unfunded incentive compensation plan to be known as the
"MILLENNIUM CHEMICALS INC. EXECUTIVE LONG-TERM INCENTIVE PLAN"
(hereinafter referred to as "the Plan").
Section 2. Purpose.
The purpose of this Plan is to retain and reward key policy
making and senior managerial employees for achieving long-term
performance goals designed to enhance shareholder value.
Section 3. Definitions.
Whenever used herein, the following terms shall have the
meanings set forth below:
(a) Account means the account established under Section 6.
(b) Award means an opportunity to earn an amount of incentive
compensation granted in an Award Year to a Participant
pursuant to Section 7.
(c) Award Year means the calendar year in which Awards are
granted.
(d) Board of Directors means the Board of Directors of the
Company, except as otherwise specifically stated.
(e) Company means Millennium Chemicals Inc..
(f) Earned Award means that portion of an Award earned by a
Participant based on his or her Employer's and/or the
Company's performance as measured at the end of each
Performance Cycle against targets established by the
Compensation Committee of the Board of Directors at the
commencement of each Performance Cycle.
(g) Employer means the respective operating company
(Millennium Inorganic Chemicals Inc., Millennium
Petrochemicals Inc. and Millennium Specialty Chemicals
Inc. or an operating subsidiary of any such company, as
the case may be) with whom a Participant is employed.
(h) Participant means an executive or senior manager (or a
former executive or senior manager) of an Employer who
has been credited with one or more Awards under this Plan
and whose Account has not been fully depleted by
distributions or forfeitures.
(i) Performance Cycle means a three-year period over which an
Employer's performance shall be measured for purposes of
determining the amount of an Earned Award by a
Participant. A new Performance Cycle shall commence each
January 1.
(j) Retirement Age means the age at which a Participant
attains normal retirement age for an unreduced benefit
under the defined benefit plan in which he or she is a
participant.
(k) Total and Permanent Disability shall have the same
meaning that such term (or similar term) has under the
long-term disability plan in which the Participant is
covered.
Section 4. Eligible Executives.
Participation in the Plan shall be limited to key policy
making executives and senior managers of the Company or an
Employer, as selected and approved by the Compensation Committee of
the Board of Directors.
Section 5. Period of Participation.
An executive or senior manager for whom a grant has been made
shall be a Participant under the Plan until his or her entire
interest in the Plan either has been distributed or forfeited.
Section 6. Account.
The Company shall maintain a bookkeeping Account for each
Participant, to which is credited annual Awards, and from which is
debited distributions of Earned Awards and forfeitures under the
Plan.<PAGE>
Section 7. Awards.
(a) At or shortly following the commencement of each Award
Year, the Compensation Committee of the Board of Directors shall
designate the senior executives and senior managers of an Employer
to be eligible for grants of an Award. All awards shall be in the
form of a cash compensation award relating to services to be
performed and performance targets to be met in a Performance Cycle.
A Participant shall earn the Award or portion thereof, based on his
or her Employer's attainment of performance targets established by
the Compensation Committee of the Board of Directors for each
Performance Cycle.
(b) Performance Levels.
The amount of an Award which can be earned will depend upon
the performance results of a Participant's Employer and/or the
Company measured against performance levels which are referred to
as :
(1) "primary" level performance; and
(2) "excess" level performance.
The Compensation Committee, in its sole discretion, may also
establish "entry" level performance goals which must be met before
a participant is eligible to earn any portion of his or her
"primary" or "excess" level award.
(c) Weighting. Awards may, in the sole discretion of the
Compensation Committee, be weighted against the
consolidated results of the Company and/or an Employer in
such percentages as the Compensation Committee may
determine.
(d) Calculation. The initial value of each Participants Award
shall be expressed as a percentage of a Participant's
annual bonus percentage of salary, as determined by the
Compensation Committee of the Board of Directors with
regard to each Participant, at the commencement of each
Performance Cycle (and excluding any "top hat", special or
other incentive arrangements which may be in existence or
adopted subsequent to the commencement of a Performance
Cycle).
Section 8. Payment of Awards.
Subject to Section 11 herein: (i) for each
Performance Cycle in which a Participant earns an Award, he or
she shall be paid 50% of the Earned Award within ninety (90) days
of the end of each such Performance Cycle and (ii) the remaining
50% of the Earned Award shall be credited to an Account in the
Participant's name and, subject to the forfeiture provisions
herein, shall be paid or distributed in equal installments over
five (5) years on the anniversary date of the last day of the
Performance Cycle for which such payments are being made.
Section 9. Interest.
Simple interest shall be credited to each Earned Award,
from and after the last day of each Performance Cycle until
paid, at the 2 1/2 year Money Market Rate as reported by Chase
Manhattan Bank or its successor at the end of each Performance
Cycle. Interest shall be paid only on and in respect of each
installment, as and when distributed.
Section 10. Vesting in Account.
A Participant shall be entitled to receive the
remaining 50% of an Earned Award at the rate of 10% per year over
the five years following the end of the Performance Cycle. A
Participant shall be fully vested in Earned Awards in his or her
Account in the event of the Participant's retirement (as defined
in Section 3(j)), death, permanent or total disability or
termination of employment for reasons other than cause or
resignation.
Section 11. Forfeitures.
In the event that either:
(a) the Participant is terminated for cause, a forfeiture under
this subsection (a) shall occur even if the
Participant has attained his or her Retirement Age;
or,
(b) the Participant terminates employment (voluntarily or for
cause) prior to Retirement Age, the Participant shall
forfeit any remaining balance in his or her Account,
and nothing shall be payable thereafter to the
Participant or any Beneficiary under the Plan.
For purposes of this agreement, "cause" shall mean the
willful neglect of the performance of duties by the Participant
or the charge and ultimate conviction of a felony (or a pleading
of nolo contendere) by the Participant or engaging in theft of
company property, self dealing, having a conflict of interest
and/or being found to have willfully breached Company policy,
whether or not during the course of his or her employment.<PAGE>
Section 12. Death, Retirement, Disability.
Upon termination of employment with the Company on or after
the Participant's Retirement Age, or on account of the
Participant's Total and Permanent Disability or Death, or for
reasons other than cause or resignation, he or she shall be paid
the remaining Earned Awards held in the Participant's Account in
full in the form of a lump sum. Awards for the Performance
Cycles in which such death, retirement or disability occurs
shall be paid to a disabled or retired Participant or to the
Participant's estate or beneficiary only after the completion of
that Performance Cycle and only to the extent such Award becomes
an Earned Award, provided the Participant has remained in the
employ of the Employer for the entire first year of each such
Performance Cycle.
Section 13. Change of Control/Sale of an Employer.
(a) Unless the Board of Directors otherwise directs by
resolution prior to the occurrence of a Change of
Control (as hereinafter defined), in the event of a
Change of Control:
(1) As of the date of the Change of Control, 100% of all
outstanding but unearned Awards shall be deemed
Earned Awards to the extent of achievement of the
"primary" or expected level of performance
against the performance goals of the relevant
performance cycle.
(2) Earned Awards, including unpaid installments of Earned
Awards outstanding prior to the Change of
Control, shall not be subject to forfeiture for
any reason.
(3) Earned Awards, including installments of Earned Awards
outstanding prior to the Change of Control, shall
be distributed and paid in full within 90 days
following the Change of Control.
(b) For purposes of this Section 13, "Change of Control" shall
mean that:
(1) in the good faith judgment of the Board of Directors
as constituted prior to the Change of Control,
30% or more of the Common Stock of Millennium
Chemicals Inc. has been acquired by any person
(as defined by Section 3(a)(9) of the Securities
Exchange Act of 1934) other than directly from
Millennium Chemicals Inc.;
(2) the stockholders of Millennium Chemicals Inc. approve
a merger or consolidation of Millennium Chemicals
Inc. with any other corporation, other than a
merger or consolidation which would result in the
voting securities of Millennium Chemicals Inc.
outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or
by being converted into voting securities of the
surviving entity) more than 50% of the combined
voting power of the voting securities of
Millennium Chemicals Inc. or such surviving
entity outstanding immediately after such merger
or consolidation, except that a merger or
consolidation effected to implement a
recapitalization of Millennium Chemicals Inc. (or
similar transaction) in which no "person" (as
hereinabove defined) acquires more than 50% of
the combined voting power of Millennium Chemicals
Inc.'s then outstanding securities shall not
constitute a Change of Control of Millennium
Chemicals Inc.; or
(3) 20% or more of the directors elected by shareholders
to the Board of Directors of Millennium Chemicals
Inc. are persons who were not nominated or
elected at the most recent three annual meetings
of the shareholders of Millennium Chemicals Inc.;
or
(4) the stockholders of Millennium Chemicals Inc. approve
a plan of complete liquidation of Millennium
Chemicals Inc. or an agreement for the sale or
disposition by Millennium Chemicals Inc. of all
or substantially all of the Company's or
Millennium Chemicals Inc.'s assets.
(c) In the event of a sale by the Company or by one of its
affiliates of all of the stock or assets of an
Employer of a Participant to any person, firm or
entity (which is not a direct or indirect subsidiary
or affiliate of the Company and unless the purchaser
of such Employer expressly assumes the provisions of
this Plan with respect to such Employer, the
Compensation Committee of the Board of Directors of
the Company may determine and credit Awards for such
Participants with respect to the current Performance
Cycle(s), concurrent with such sale, as if it were the
last day of such Performance Cycle(s) equal to the
value of an Award for each such Participant during
such Performance Cycle(s) assuming the "primary" or
"expected" level of achievement was attained; in which
case
(1) All Such Participants shall be fully vested in such
level of outstanding Awards in their Accounts and
with respect to any Earned Awards or portion
thereof which have not been distributed, and;
(2) All such Earned Awards in each such Participant's
account, shall be paid in cash to such
Participant not later than 90 days following the
closing of the sale of such Participant's
Employer.
For the avoidance of doubt, in the event that the stock of any
Employer shall be distributed, directly or indirectly, by way of
a dividend, a distribution or otherwise to Millennium Chemicals
Inc.'s shareholders, such event shall not be deemed to be a
Change-in-Control, and the Employer shall thereupon be
responsible to each Participant of such Employer for any
outstanding Awards or Earned Awards depending on the Employer's
performance for each Performance Cycle in accordance with the
provisions of this Plan; provided, however, in the event of any
such spin-off, the name of the new parent entity of the Employer
shall be substituted for Millennium Chemicals Inc. in the above
provisions.
Source 14. Source of Payment.
Payments under this Plan shall be made out of the
Employer's general assets.
Source 15. Unsecured Interest.
No Participant or Beneficiary shall have any interest
whatsoever in any specific asset of the Employer or the Company.
The right to receive payments under the Plan shall be no greater
than the right of any unsecured general creditor of the Employer
or the Company.
Section 16. Employment.
Nothing in the Plan shall interfere with or limit the right
of the Company or the Employer to terminate any Participant's
employment at any time.
Section 17. Nontransferability.
In no event shall the Company make any payment under the
Plan to any assignee or creditor of a Participant or
Beneficiary. No Participant or Beneficiary shall have the right
to alienate, anticipate or otherwise dispose of any interest
under the Plan and, to the extent permitted under applicable
law, any attempt to charge, garnish, execute upon or levy upon
the same shall be void and shall not be recognized or given
effect by the Company.
Section 18. Administration.
The Plan shall be administered by the Compensation
Committee of the Board of Directors who may from time to time
establish rules for the administration and interpretation of the
Plan. The determination of the Compensation Committee of the
Company's Board of Directors on all questions of interpretation
or construction shall be final, binding and conclusive on all
persons.
Section 19. Applicable Law.
The Plan shall be governed and construed in accordance with
the laws of the State of Delaware.
Section 20. Withholding.
The Company and the Employer shall have the right to deduct
from any payments from the Plan the amount of any federal, state
or local taxes which, in the Company's sole determination,
should be withheld.
Section 21. Amendment and Termination.
The Company expects the Plan to continue, but since future
conditions affecting the Company and Participants cannot be
foreseen, the Board of Directors of the Company necessarily must
and does hereby reserve the right to amend, modify or terminate
the Plan at any time by action of the Board of Directors.
Notice of such amendment, modification or termination shall be
given in writing to each Participant.
As Approved by the Compensation Committee
/s/ George H. Hempstead
___________________________________
George H. Hempstead, III
EXHIBIT 4.7(b)
MILLENNIUM CHEMICALS INC.
Termination Amendment
To
MILLENNIUM CHEMICALS INC. EXECUTIVE LONG-TERM INCENTIVE PLAN
(Effective as of October 23, 1997)
(the "Plan")
Any term of the Plan to the contrary notwithstanding the
Plan shall be, and it hereby is amended as follows:
1. No additional awards shall be made under the plan and all
Performance Cycles which have previously commenced shall end
December 31, 1997.
2. Awards granted under the Plan for the 1997-1999 performance
period shall be deemed earned awards to the extent of the
applicable percentage set forth opposite the employing
Subsidiary's name on Schedule A attached hereto; provided,
however, that any individual who is a participant in both
the 1996 and 1997 Millennium Petrochemical Inc. Long Term
Incentive Plan shall only be entitled to an earned award
equal to the greater of:
(i) 1996 "expected" level plus the 1997 "primary" level; or
(ii) the 1997 award only at the percentage based on 1997's
actual performance results (but excluding two-thirds of
the Morris Fire proceeds).
3. Such earned awards calculated under paragraph 2 of this
amendment shall be paid to participants in three equal yearly
installments of principal on December 15, 1998, December 15,
1999 and December 15, 2000; and, such installments shall bear
interest at the rate provided in Section 9 of the Plan which
shall be payable with the respective installments of
principal; provided however, that participants in the 1997
Millennium Petrochemicals Inc. Plan shall be paid out their
earned awards (to the extent being paid under this Plan) on
February 15, 1998, without interest provided the joint venture
with Lyondell Petrochemical Company shall have closed.
4. A participant or the participant's estate or designated
beneficiary will be paid the full remaining balance of the
earned awards in his or her account <PAGE>
in a single lump sum with
interest as provided in Section 9 of the Plan to the date of
payment on the occurrence of any of the following events:
(a) death,
(b) total and permanent disability (as defined in the Plan),
(c) retirement (as defined in the retirement plan covering
the participant),
(d) termination not for cause, and
(e) a Change of Control as defined in the Plan, however, the
amount payable shall be limited to the sum calculated
under Schedule A attached hereto.
5. A participant's account balance will be forfeited in the event
of a participant's voluntary separation from employment or
termination for cause as defined in the Plan.
6. No payment shall be made from the Plan except as set forth in
this amendment and, at the time the last account is paid out
from the Plan, the Plan shall terminate.
__________________________
EXHIBIT 4.7(c)
AMENDMENT
TO THE
MILLENNIUM CHEMICALS INC. EXECUTIVE LONG-TERM INCENTIVE PLAN
WHEREAS, Millennium Chemicals Inc. (the "Company")
maintains the Millennium Chemicals Inc. Long-Term Incentive Plan
(effective as of October 1, 1997) (the "Plan");
WHEREAS, pursuant to Section 21 of the Plan, the Board
of Directors of the Company (the "Board") reserves the right to
amend the Plan;
WHEREAS, the Board previously approved the "Termination
Amendment" to the Plan effective as of October 23, 1997 (the
"Termination Amendment"); and
WHEREAS, the Board desires to amend the Plan;
NOW, THEREFORE, effective as of January 1, 1998, the
Plan is amended as follows:
1. Section 3 of the Termination Amendment to the Plan
is amended by adding the following sentence to the end thereof:
Other than with respect to any participant in the 1997
Millennium Petrochemicals Inc. Plan, in lieu of any Award
being distributed to a Participant pursuant to the previous
sentence of this Section 3, a Participant may elect to have
all or any part of such Award deferred under the Millennium
Chemicals Inc. Salary and Bonus Deferral Plan and be subject
to the terms of such plan (the "Deferred Award"); provided,
however, that such Deferred Award shall continue to be
subject to the forfeiture provisions of Section 11 of the
Plan.
2. In all other respects, the Plan is hereby ratified
and confirmed.
IN WITNESS WHEREOF, this amendment has been executed
the ____ day of _______________, 19___.
MILLENNIUM CHEMICALS INC.
By: /s/ George H. Hempstead
Senior Vice President
Law and Administration
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
23, 1998, except as to Note 13 which is as of March 20, 1998,
which appears on page 28 of the 1997 Annual Report to
Shareholders of Millennium Chemicals Inc.'s which is incorporated
by reference in the Millennium Chemicals Inc's Annual Report on
Form 10-K for the year ended December 31, 1997. We also consent
to the incorporation by reference to our report on Supplemental
Financial Information and the Financial Statement Schedule, which
appears on page F-1 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Morristown, New Jersey
May 15, 1998.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Millennium
Chemicals Inc. Salary and Bonus Deferral Plan of our report dated
November 13, 1996, with respect to the consolidated financial
statements of Cornerstone-Spectrum Inc. at September 28, 1996 and
for the year then ended, included in the Annual Report on Form
10-K for the year ended December 31, 1997 of Millennium Chemicals
Inc. filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Hackensack, New Jersey
May 15, 1998.
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
16, 1998, except as to the information presented in Note 18, for
which the date is March 20, 1998, which appears on page F-6 of
the Millennium Chemicals Inc. Annual Report on Form 10-K for the
year ended December 31, 1997.
Coopers & Lybrand L.L.P. Price Waterhouse LLP
Houston, Texas Morristown, New Jersey
May 15, 1998 May 15, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes GEORGE H. HEMPSTEAD, III
his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign a
registration statement on Form S-8 of Millennium Chemicals Inc.
with respect to the MILLENNIUM CHEMICALS INC. SALARY AND BONUS
DEFERRAL PLAN and to sign and file any other documents in
connection therewith, including amendments thereto, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power
of Attorney as of the 13th day of May, 1998.
/s/ William J. Landuyt /s/ Robert E. Lee
William M. Landuyt Robert E. Lee
/s/ Baker /s/ Worley H. Clark Jr.
Lord Baker Worley H. Clark, Jr.
/s/ Martin D. Ginsburg /s/ Glenarthur
Martin D. Ginsburg Lord Glenarthur
/s/ David J.P. Meachin /s/ Martin G. Taylor
David J.P. Meachin Martin G. Taylor
/s/ John E. Lushefski /s/ Marie S. Dreher
John E. Lushefski Marie S. Dreher
