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                                                                EXHIBIT 10.24(b)



                             STOCK OPTION AGREEMENT

                                 PURSUANT TO THE

                            MILLENNIUM CHEMICALS INC.

                         LONG TERM STOCK INCENTIVE PLAN

                  AGREEMENT, dated as of ____________, 200_ by and between
Millennium Chemicals Inc. (the "Company") and {{First}} {{Last}} (the
"Participant").

                              Preliminary Statement

                  The Compensation Committee of the Board of Directors of the
Company (the "Committee"), pursuant to the Millennium Chemicals Inc. Long Term
Stock Incentive Plan (the "Plan"), has, subject to entering into this Agreement,
granted (as of the date of this Agreement) to the Participant, as an Eligible
Employee of the Company or a Designated Subsidiary, a Non-Qualified Stock Option
(the "Option") to purchase the number of shares of the Company's common stock,
par value $.01 per share (the "Common Stock"). The parties hereto desire to
enter into this Agreement in order to set forth the terms of the Option. A copy
of the Plan has been delivered to the Participant, as well as a Plan prospectus.
By signing and returning this Agreement, the Participant acknowledges having
received and read a copy of the Plan and the prospectus and agrees to comply
with the Plan, this Agreement and all applicable laws and regulations.

                  Accordingly, the parties hereto agree as follows:

                  1. Tax Matters. No part of the Option granted hereby is
intended to qualify as an "incentive stock option" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

                  2. Grant of Option. Subject in all respects to the Plan and
the terms and conditions set forth herein and therein, the Participant is hereby
granted an Option to purchase from the Company up to {{shares}} shares of Common
Stock, at a price per share of $_____.

                  3. Exercise. (a) Except as set forth Section (b), (c) and (d)
below, the Option shall become exercisable and fully vested on the third
anniversary of the date of this Agreement, provided the Participant has not
incurred a Termination of Employment prior to that date (the "Vesting Date"). To
the extent that the Option has become exercisable, the Option may thereafter be
exercised by the Participant, in whole or in part, at any time or from time to
time prior to the expiration of the Option as provided herein and in accordance
with Section 6.3(d) of the Plan, including, without limitation, the filing of
such written form of exercise notice, if any, as may be promulgated by the
Committee.

                           (b) There shall be no proportionate or partial
vesting in the period prior to the Vesting Date and all vesting shall occur only
on the Vesting Date, provided that, if the Participant's employment with the
Company and its Designated Subsidiaries (collectively, the Company and all
Designated Subsidiaries shall be hereinafter referred to as the "Employer" and
no Termination of Employment shall be deemed to take place unless the
Participant is no longer employed by any Employer) terminates prior to the
Vesting Date by reason of death, Disability, a termination by the Employer
without








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Cause, or a termination by the Participant for Good Reason, the Option shall
become exercisable and fully vest on the date of such termination.

                           (c) If the Participant retires voluntarily (provided
that no Cause event has occurred prior thereto) or involuntarily (other than for
Cause) at or after the Participant's fifty-fifth birthday with ten (10) or more
years of service with the Employer or a predecessor (including, without
limitation, Hanson Industries) or at or after the Participant's fiftieth
birthday with fifteen (15) years of service with the Employer or a predecessor
and, in the case of voluntary retirement, the Participant gives the Company at
least twelve (12) months prior written notice of such retirement, all unvested
portions of the Option granted to the Participant shall fully vest on the date
of such retirement.

                           (d) Upon the occurrence of a Change in Control (as
defined in the Plan), the Option shall immediately become exercisable with
respect to all shares of Common Stock subject thereto.

                           (e) Except as specifically set forth in this
Agreement, vesting and the right to exercise shall occur and terminate in
accordance with the Plan.

                  4. Option Term. Unless terminated as provided below or
otherwise pursuant to the Plan, the Option shall expire ten (10) years after the
grant of the Option.

                  5. Termination of Employment. In the event of termination of
employment with the Employer the Option, to the extent exercisable, shall expire
on the earlier of (x) ten (10) years after the grant of the Option, or (y) (A)
one (1) year after such termination if such termination is the result of death,
Disability, termination without Cause, termination for Good Reason, or the
Participants' retirement in accordance with Section 3(c) above, (B) the day
before the date of termination if the termination is a voluntary resignation not
covered by (A) above, or (C) the day before the date a notice of termination for
Cause is given to the Participant if the termination is a termination for Cause.
The foregoing provision shall be a determination of alternative termination
provisions at the time of grant by the Committee that shall, to the extent
permitted under Section 6.4 of the Plan, modify the standard option termination
provisions of such section.

                  6. Restriction on Transfer of Option. The Option granted
hereby is not transferable otherwise than by will or under the applicable laws
of descent and distribution and during the lifetime of the Participant may be
exercised only by the Participant or the Participant's guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar process.
Upon any other attempt to transfer, assign, negotiate, pledge or hypothecate the
Option, or in the event of any levy upon the Option by reason of any execution,
attachment or similar process contrary to the provisions hereof, the Option
shall immediately become null and void.

                  7. Rights as a Stockholder. The Participant shall not have any
rights as a stockholder with respect to any shares covered by the Option unless
and until the Participant has become the holder of record of the shares, and no
adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such shares, except as otherwise specifically
provided for in the Plan.



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                  8. Provisions of Plan Control. This Agreement is subject to
all the terms, conditions and provisions of the Plan, including, without
limitation, the amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Plan as may be adopted by the Committee and as
may be in effect from time to time. Unless otherwise indicated, any capitalized
term used but not defined herein shall have the meaning ascribed to such term in
the Plan. The Plan is incorporated herein by reference. If and to the extent
that this Agreement conflicts or is inconsistent with the terms, conditions and
provisions of the Plan, the Plan shall control, and this Agreement shall be
deemed to be modified accordingly.

                  9. Notices. Any notice or communication given hereunder shall
be in writing and shall be deemed to have been duly given when delivered in
person, or by United States mail, to the appropriate party at the address set
forth below (or such other address as the party shall from time to time specify
by sending notice to the appropriate address set forth below):

                  If to the Company or the Employer, to:

                           Millennium Chemicals Inc.
                           230 Half Mile Road
                           Red Bank, New Jersey  07701
                                  Attn: Senior Vice President, General Counsel
                                  and Secretary

                           If to the Participant, to the last address for the
         Participant in the personnel records of the Company.

                  10. No Obligation to Continue Employment. This Agreement does
not guarantee that the Employer will employ the Participant for any specific
time period, nor does it modify in any respect the Employer's right to terminate
or modify the Participant's employment or compensation.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the date and year first above written.

                                    MILLENNIUM CHEMICALS INC.

                                    By:
                                       ---------------------------------------
                                       Authorized Officer

                                    ------------------------------------------
                                    {{First}} {{Last}}

                                    Social Security No:  {{ssno}}
                                    Address:  {{Address1}}

                                              {{Address2}}





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