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                                                                 Exhibit 10.9(e)

                              AMENDMENT NUMBER FOUR
                                     TO THE
                        ANNUAL PERFORMANCE INCENTIVE PLAN

          WHEREAS, Millennium Chemicals Inc. (the "Company") maintains the
Millennium Chemicals Inc. Annual Performance Incentive Plan, effective as of
October 1, 1996 (the "Plan");

          WHEREAS, pursuant to Section 10 of the Plan, the Board of Directors of
the Company (the "Board desires to amend the Plan; and

          NOW, THEREFORE, effective as of June 1, 2002, the Plan is amended as
follows:

     1.   The definition of "Change in Control" in Exhibit A to the Plan is
          amended in its entirety as follows:

                                    EXHIBIT A

          CHANGE IN CONTROL

          The Plan will terminate effective on the close of business 30 days
          following a Change in Control, as hereinafter defined. Upon such
          Change in Control, section 12.1 shall become inoperative and, in
          addition, any modification or amendment adopted within six months
          prior to the Change in Control shall be void with respect to any
          specific Participant affected thereby unless approved by such
          Participant. Upon such termination, each Participant (including each
          Participant whose employment was terminated within six months prior to
          such Change in Control by the Employer without Cause, or due to
          disability, or voluntarily for good reason as determined by the
          Committee and each Participant that has experienced a Change of
          Control pursuant to a separate written "Change in Control" agreement
          with the Company or the Employer) will be deemed retired pursuant to
          Section 5.1 based on Benefit Service through the termination date. A
          lump sum amount that is the actuarial equivalent of each Participant's
          benefit payable under this Plan shall be calculated using the prime
          rate of interest at Citigroup, Inc. as of the date of the Change in
          Control or 6%, whichever is less, as the discount rate to determine
          the present value of accrued benefits, shall be paid as soon as
          practicable following the date of the Change in Control, but in no
          event later than 90 days thereafter. All other actuarial assumptions
          and calculation methods to be used shall be those in effect as at the
          last actuarial valuation of the Qualified Plan and based on the
          Qualified Plan document prior to such Change in Control.

          For the purposes of this Plan, the term "Change in Control" shall mean
          (i) any "person" as such term is used in Sections 13(d) and 14(d) of
          the Securities Exchange Act of 1934 ("Act") (other than the Company,
          any trustee or other





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          fiduciary holding securities under any employee benefit plan of the
          Company or any company owned, directly or indirectly, by the
          stockholders of the Company in substantially the same proportions as
          their ownership of Common Stock of the Company), becoming the
          "beneficial owner" (as defined in Rule 13d-3 under the Act), directly
          or indirectly, of securities of the Company representing twenty-five
          percent (25%) or more of the combined voting power of the Company's
          then outstanding securities; (ii) during any period of two consecutive
          years (not including any period prior to October 1, 1996), individuals
          who at the beginning of such period constitute the Board of Directors
          of the Company, and any new director (other than a director designated
          by a person who has entered into an agreement with the Company to
          effect a transaction described in clause (i), (iii), or (iv) of this
          paragraph or a director whose initial assumption of office occurs as a
          result of either an actual or threatened election contest (as such
          terms are used in Rule 14a-11 of Regulation 14A promulgated under the
          Act) or other actual or threatened solicitation of proxies or consents
          by or on behalf of a person other than the Board of Directors of the
          Company) whose election by the Board of Directors or nomination for
          election by the Company's stockholders was approved by a vote of at
          least two-thirds of the directors then still in office who either were
          directors at the beginning of the two-year period or whose election or
          nomination for election was previously so approved, cease for any
          reason to constitute at least a majority of the Board of Directors;
          (iii) the merger or consolidation of the Company with any other
          corporation, other than a merger or consolidation which would result
          in the voting securities of the Company outstanding immediately prior
          thereto continuing to represent (either by remaining outstanding or by
          being converted into voting securities of the surviving entity) more
          than fifty percent (50%) of the combined voting power of the voting
          securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation; provided, however,
          that a merger or consolidation effected to implement a
          recapitalization of the Company (or similar transaction) in which no
          person (other than those covered by the exceptions in (i) above)
          acquires more than twenty-five percent (25%) of the combined voting
          power of the Company's then outstanding securities shall not
          constitute a Change in Control or (iv) the stockholders of the Company
          approve a plan of complete liquidation of the Company or the closing
          of the sale or disposition by the Company of all or substantially all
          of the Company's assets other than the sale or disposition of all or
          substantially all of the assets of the Company to one or more
          Subsidiaries (as defined below) of the Company or to a person or
          persons who beneficially own, directly or indirectly, at least fifty
          percent (50%) or more of the combined voting power of the outstanding
          voting securities of the Company at the time of the sale or
          disposition; provided, however, (y) the sale or disposition of all or
          any part of the Company's interests in Equistar (and all subsequent
          sales and dispositions of any securities or assets received as
          proceeds thereof, or as proceeds of proceeds) shall not be deemed to
          constitute a Change in Control, and (z) if the Company's sells or
          disposes of all or any part of the Company's interests in Equistar
          indirectly (either through the sale or other disposition of any entity
          that owns, directly or indirectly, all or any part of the Company's
          interests in Equistar, or otherwise), then the sale or disposition of
          the Company's interests in Equistar (and all subsequent sales and
          dispositions of any securities or assets received as proceeds thereof,
          or as proceeds of proceeds) shall be ignored and disregarded in
          determining whether any such Change in Control has





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          occurred. By way of illustration, if an indirect subsidiary of the
          Company that owns the Company's interests in Equistar together with
          certain other assets is sold, then, in determining whether a Change in
          Control has occurred, all relevant determinations shall be made
          pursuant to the assumption that (y) such subsidiary owns only such
          other assets, and (z) neither such subsidiary nor the Company owns,
          either directly or indirectly, the interests in Equistar. "Subsidiary"
          shall have the meaning set forth in Section 424 of the Code and the
          term shall also include any partnership, limited liability company or
          other business entity if the Company owns directly or indirectly,
          securities or other ownership interests representing at least fifty
          percent (50%) of the ordinary voting power or equity or capital
          interests of such entity. Only one (1) Change in Control may take
          place under this Plan.

     2.   In all other respects, the Plan is hereby ratified and confirmed.

          IN WITNESS WHEREOF, this amendment has been executed this ______ day

          of November 2002.

                                                  MILLENNIUM CHEMICALS INC.


                                                  By:
                                                      --------------------------
                                                  C. William Carmean
                                                  Senior Vice President
                                                  General Counsel and Secretary