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                                                                Exhibit 10.20(f)

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

International Award Agreement for Officers and Key Employees - Performance Units
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Dear                     :
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Congratulations on your selection as a Participant in the Millennium Chemicals
Inc. 2001 Omnibus Incentive Compensation Plan (the "Plan").

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

Overview of Your Performance Unit Grant

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                             MILLENNUM CHEMICALS INC.


                                             By:
                                                 -------------------------------

                                             Title:
                                                    ----------------------------

                                             -----------------------------------
                                             Employee

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