<PAGE>

                                                                   Exhibit 10.15

                            MILLENNIUM CHEMICALS INC.
                          2003 LONG TERM INCENTIVE PLAN

                                 Effective as of
                                 January 1, 2003



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                        <C>
Article 1      PURPOSE......................................................1

Article 2      DEFINITIONS..................................................1

Article 3      ELIGIBILITY AND PARTICIPATION................................6

Article 4      AWARD TARGET.................................................7

Article 5      EARNING, VESTING AND DISTRIBUTION OF AWARDS..................7

Article 6      AWARDS.......................................................8

        6.1       Goal Based Award Targets..................................8

        6.2       Goals.....................................................8

        6.3       Establishment of Requirements.............................8

        6.4       Committee Certification...................................8

        6.5       Earned Awards.............................................9

        6.6       Requirement of Employment.................................9

Article 7      TERMINATION OF EMPLOYMENT....................................9

        7.1       Termination of Employment.................................9

        7.2       Certain Former Participants...............................9

Article 8      CHANGE IN CONTROL...........................................10

Article 9      MANDATORY DEFERRALS.........................................10

Article 10     ADJUSTMENTS.................................................10

Article 11     ADMINISTRATION..............................................11

        11.1      Responsibility...........................................11

        11.2      Delegation of Authority..................................11

        11.3      Determinations and Interpretations by the Committee......11

Article 12     CLAIMS......................................................11

        12.1      Claims Procedure.........................................11

        12.2      Claims Review Procedure..................................11
</TABLE>


                                       i



<PAGE>


<TABLE>
<S>                                                                        <C>
Article 13     GENERAL PROVISIONS..........................................12

        13.1      Withholding Taxes........................................12

        13.2      Assignability and Transferability........................12

        13.3      Funding..................................................12

        13.4      No Right, Title, or Interest in Company Assets...........13

        13.5      No Right to Continued Employment.........................13

        13.6      Governing Law............................................13

Article 14     AMENDMENT AND TERMINATION...................................14

        14.1      Right to Amend, Suspend or Terminate.....................14

        14.2      Termination..............................................14

        14.3      No Impairment............................................14
</TABLE>

    APPENDIX I - Strategic Goals-based Awards for the Performance Period 2003
                                  through 2005


                                       ii



<PAGE>


                            MILLENNIUM CHEMICALS INC.
                          2003 LONG TERM INCENTIVE PLAN

                                    ARTICLE 1
                                     PURPOSE

          The purpose of this Millennium Chemicals Inc. 2003 Long Term Incentive
Plan (the "Plan") is to align key managers' strategic and operational decisions
and the implementation of those decisions to successfully create value for
shareholders and also to attract, retain and motivate certain key employees of
Millennium Chemicals Inc. (together with its successors, the "Company") and its
subsidiaries. The Plan became effective as of January 1, 2003 and shall
continue, as amended from time to time, unless terminated by the Company.

                                    ARTICLE 2
                                   DEFINITIONS

          In addition to the terms specifically defined elsewhere in the Plan,
the following terms shall have the respective meanings indicated (unless the
context indicates otherwise):

          "Affiliate" means any corporation, partnership, limited liability
company or other business entity in respect of which the Company owns, directly
or indirectly, the outstanding securities or other ownership interests
representing fifty percent (50%) or more of the combined voting power, equity or
capital interests of such entity.

          "Annual Plan" means the Millennium Chemicals Inc. Annual Performance
Incentive Plan, the Omnibus Plan or any successor plan pursuant to which annual
incentive bonus awards are granted generally to key executives of the Company
and its subsidiaries.

          "Award" means, collectively, any Strategic Goals Award.

          "Award Date" means the date on which Awards are finally determined as
specified in Section 6.5 below following the end of a Performance Period, and
generally follows as soon as practicable the date upon which annual incentive
bonus awards are paid to executives under the Annual Plan (or, if bonuses are
not paid or earned in the last Plan Year of a Performance Period, the date that
bonuses would have been paid if bonuses were earned).

          "Award Distribution Date" means the date on which Awards are
distributed or deferred pursuant to Article 9 as soon as reasonably practicable
following the Award Date.

          "Board of Directors" means the Board of Directors of the Company.


                                       1



<PAGE>


          "Cause" means, with respect to a participant's termination of
employment with the Employer:

          (a)  in the case where there is no employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment, or where there is an employment
               agreement, change in control agreement or similar agreement in
               effect immediately prior to such termination of employment but
               such agreement either does not define cause (or words of like
               import) or a cause termination would not be permitted under such
               agreement at that time because other conditions were not
               satisfied, termination due to a participant's dishonesty, fraud,
               insubordination, willful misconduct, refusal to perform services
               (for any reason other than illness or incapacity) or materially
               unsatisfactory performance of his or her duties for the Employer;
               or

          (b)  in the case where there is an employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment that defines cause (or words of like
               import) and a cause termination would be permitted under such
               agreement at that time, termination that is or would be deemed to
               be for cause (or words of like import) as defined under such
               agreement; provided, that with regard to any agreement that
               conditions cause on occurrence of a change in control, such
               definition shall not apply until a change in control actually
               takes place and then only with regard to a termination on or
               after such change in control or a termination within six months
               prior thereto.

          "Change in Control" means the first of any of the following to occur
with respect to the Company:

          (a)  any "person" as such term is used in Sections 13(d) and 14(d) of
               the 1934 Act (other than the Company, any trustee or other
               fiduciary holding securities under any employee benefit plan of
               the Company or any company owned, directly or indirectly, by the
               shareholders 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 1934 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;


                                       2



<PAGE>


          (b)  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 (a), (c), or (d) 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 1934 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 shareholders 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;

          (c)  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 (a) 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

          (d)  the shareholders 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


                                       3



<PAGE>


               Company's interests in Equistar Chemicals, LP ("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 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
               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" has the meaning set forth
               in Section 424(f) of the Code, as amended or superseded, 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.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Committee" means the Compensation Committee of the Board of Directors
or such other committee as may be appointed by the Board of Directors. Unless
the Board of Directors determines otherwise, the Committee shall be comprised
solely of not less than two members who each shall qualify as (a) a
"non-employee director" within the meaning of Rule 16b-3(b) (3) (or any rule
which amends or supersedes such rule) under the 1934 Act and (b) an "outside
director" within the meaning of Section 162(m) of the Code.

          "Common Stock" means the common stock, $.01 par value, of the Company,
subject to adjustment as provided in Article 10.

          "Employer" means the Company, Millennium America Holdings Inc.,
Millennium Inorganic Chemicals Inc., Millennium Petrochemicals Inc., Millennium
Specialty Chemicals Inc. and any other Affiliate authorized by the Board of
Directors to participate in the Plan, and any successor thereto.


                                       4



<PAGE>


          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "Fair Market Value" means, for purposes of the Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, as of any date, the closing price reported for a share of Common
Stock on the applicable date (a) as reported by the principal national
securities exchange in the United States on which it is then traded, or (b) if
not traded on any such national securities exchange, as quoted on an automated
quotation system sponsored by the National Association of Securities Dealers.

          "Good Reason" means, with respect to a participant's termination of
employment with the Employer:

          (a)  in the case where there is no employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment, or where there is an employment
               agreement, change in control agreement or similar agreement in
               effect immediately prior to such termination of employment but
               such agreement either does not define good reason (or words of
               like import) or a good reason termination would not be permitted
               under such agreement at that time because other conditions were
               not satisfied, a voluntary termination due to a reduction by the
               Employer in the participant's base salary or "Individual Target
               Award" as defined in the Annual Plan (without the participant's
               written consent), other than a reduction which is part of a
               general cost reduction program affecting similarly situated
               employees of the Employer and which does not exceed twenty
               percent (20%) of the participant's base salary in the aggregate;
               or

          (b)  in the case where there is an employment agreement, change in
               control agreement or similar agreement in effect between the
               Employer and the participant immediately prior to such
               termination of employment that defines good reason (or words of
               like import) and a good reason termination would be permitted
               under such agreement at that time, termination that is or would
               be deemed to be for good reason (or words of like import) as
               defined under such agreement; provided, that with regard to any
               agreement that conditions good reason on occurrence of a change
               in control, such definition shall not apply until a change in
               control actually takes place and then only with regard to a
               termination on or after such change in control or a termination
               within six months prior thereto.


                                       5



<PAGE>


          "1934 Act" means the Securities Exchange Act of 1934, as amended from
time to time.

          "Omnibus Plan" means the Millennium Chemicals Inc. 2001 Omnibus
Incentive Compensation Plan effective January 26, 2001, as amended from time to
time.

          "Performance Period" means a period of three (3) consecutive Plan
Years.

          "Plan Year" means the calendar year.

          "Stock Unit" means the notational equivalent of one share of Common
Stock, the value of which is determined by and varies with the value of Common
Stock as further specified herein.

          "Strategic Goal" means any objective strategic goal, formula or
standard in respect of a Performance Period established by the Committee
consistent with the terms hereof and the terms of the Omnibus Plan, which may
incorporate (to the extent permitted under Section 162(m) of the Code)
provisions for disregarding or adjusting for changes in accounting methods,
corporate transactions (including but not limited to dispositions and
acquisitions) and other similar types of events or circumstances, and which
shall be based on one or more of the following criteria applicable to the
Company, any of its Affiliates, and any of their respective business units, or
any one or more other performance measures selected by the Committee in its sole
discretion consistent with the terms of the Omnibus Plan: (i) the attainment of
certain target levels of operating profit; (ii) the attainment of a specified
debt to capital ratio; or (iii) the successful repositioning of Millennium's
portfolio of businesses, including effective acquisitions and disposals,
consistent with the Company's strategy. The Strategic Goals for the Performance
Period 2003-2005 are set out in Appendix I.

          "Total and permanent disability", with respect to a participant, has
the same meaning that such term (or similar term) has under the Employer's long
term disability plan applicable to such participant.

          "Trustee" means the corporate trustee appointed from time to time by
the Company to administer the Millennium America Holdings Inc. Long Term
Incentive Plan and Executive Long Term Incentive Plan Trust established in
connection with the Plan.

          "Vesting Date" means the same date as the Award Distribution Date.

                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

     Participation in the Plan in respect of each Plan Year shall be determined
by the Committee in its sole discretion. The Committee may delegate the
authority to determine participation in the Plan as specified in Section 11.2
hereof. Eligibility for participation in


                                       6



<PAGE>


the Plan shall be limited to any individual who is employed by an Employer with
the title of "director" and above (salary bands 6 and 7). The adoption of the
Plan shall not be deemed to give any person a right to participate herein.
Participation in the Plan in respect of any Plan Year shall not be deemed to
give any person a right to participate in the Plan in any other Plan Year. All
Awards granted under this Plan are granted under and pursuant to the Omnibus
Plan, and this plan document is intended to specify the terms and conditions of
the Awards as granted under the Omnibus Plan.

                                    ARTICLE 4
                                  AWARD TARGET

          With respect to each Plan Year, the Committee shall establish in
writing, or shall delegate pursuant to Section 11.2 the responsibility to
establish in writing, the LTIP Reference Percentage and Award Target for each
participant or class of participants.

          (a)  "LTIP Reference Percentage" means a percentage established by the
               Committee or its delegate in accordance with this Article 4.

          (b)  "Award Target" means an amount equal to the LTIP Reference
               Percentage multiplied by a participant's base salary at the
               beginning of the relevant Performance Period.

                                    ARTICLE 5
                   EARNING, VESTING AND DISTRIBUTION OF AWARDS

          5.1 A participant shall earn an Award under the Plan by meeting the
requirements specified herein; except that (i) no award shall be earned unless
the Company has distributed dividends on its Common Stock during each quarter
year of the Performance Period at a rate per share equal to or higher than the
rate in effect during the first quarter year of the Performance Period, unless
the Board certifies that it has reduced the dividend rate for reasons that do
not involve a deterioration of the overall financial position or prospects of
the Company, and (ii) all awards are subject to final review by the Committee,
which may reduce any and all awards at its complete discretion.

          5.2 A participant shall fully vest in his or her earned Award in
respect of a Performance Period on the Award Distribution Date for that
Performance Period.

          5.3 Distribution of an Award shall be made in cash and shares of
Common Stock on the Award Distribution Date (or as soon as practicable
thereafter, once all required withholding taxes are paid as provided in Section
13.1 hereof). The adjusted amount of the Award to be distributed, withheld
pursuant to Section 13.1 hereof, and/or


                                       7



<PAGE>


deferred pursuant to Article 9 hereof (the "Adjusted Award") shall be determined
by dividing the Award by the average daily closing price of Common Stock on the
New York Stock Exchange on each trading day during the relevant Performance
Period (the "Average Stock Price"), and multiplying the result by the closing
price on the New York Stock Exchange on the trading day immediately preceding
the Award Distribution Date (the "Closing Stock Price"). The number of shares of
Common Stock to be distributed shall be determined by dividing sixty percent
(60%) of the undeferred portion of the Adjusted Award (the "Net Award") by the
Closing Stock Price and rounding the result down to the nearest whole share. The
amount of cash to be utilized for tax withholding as provided in Section 13.1
hereof, and, to the extent any such cash is not so withheld, distributed, shall
be determined by multiplying the number of whole shares to be distributed by the
Closing Stock Price and subtracting the result from the Net Award.

                                    ARTICLE 6
                                     AWARDS

     6.1 Goal Based Award Targets. For each Performance Period, one hundred
percent (100%) of each participant's Award Target shall be the "Strategic
Goals-based Award Target."

     6.2 Goals. With respect to each Performance Period, the Committee shall
establish in writing one or more Strategic Goals that must be attained for a
participant or class of participants to earn all or part of the Strategic
Goals-based Award Target. The Committee shall prescribe one or more formulas to
determine the percentage (including a maximum percentage) of each Strategic Goal
that may be earned based upon the degree of attainment of that Strategic Goal
during such Performance Period. The Committee shall specify the minimum goals
that shall be attained before any Strategic Goals-based Award may be earned. If
the Committee fails to specify such a minimum, the Strategic Goals-based Award
Targets established by the Committee shall be deemed to be minimums, unless the
Committee determines otherwise at any time in its sole discretion. The Strategic
Goals for the Performance Period 2003 through 2005 are attached hereto as
Appendix I.

     6.3 Establishment of Requirements. With respect to each Performance Period,
the Committee's establishment of the LTIP Reference Percentage, Award Target,
Goals-based Award Targets, and the formula to determine the percentage of the
Strategic Goals-based Award Targets to be earned based upon the degree of
attainment of the established Strategic Goals shall be made no later than March
31 of each the first Plan Year in each Performance Period (or such later date as
permitted by the Committee), and after such date the Committee shall not
increase the amount of the Strategic Goals-Based Award Targets established under
this Section 6.3 for such Performance Period.

     6.4 Committee Certification. As soon as administratively practicable
following the end of each Performance Period, the Committee shall determine in
its sole discretion whether the Strategic Goals established for each participant
or class of participants have


                                       8



<PAGE>


been attained and shall certify the degree of such attainment in writing or in
the minutes of the Committee.

     6.5 Earned Awards. The Award or Awards earned by a participant for a
Performance Period shall be equal to the percentage of such participant's
Strategic Goals-based Award Targets established under Section 6.2 above that
corresponds with the degree of attainment certified by the Committee pursuant to
Section 6.4 above . Unless otherwise specified by the Committee, no Awards shall
be earned by or distributed to a participant with respect to any Performance
Period unless the minimum Strategic Goals for such participant or class of
participants is attained for such Performance Period.

     6.6 Requirement of Employment. Except as otherwise provided in Section 7.1
and Article 8, Awards may be earned only by a participant who is an active
employee of an Employer on the last day of the Performance Period.

                                    ARTICLE 7
                            TERMINATION OF EMPLOYMENT

     7.1 Termination of Employment. Except as otherwise provided in Article 8, a
participant does not earn an Award in the event such participant terminates
employment with respect to all Employers prior to the last day of the
Performance Period with respect to such Award; provided, however, that a
participant whose employment is terminated prior to such date (a) as a result of
such participant's death or total and permanent disability, (b) on or after
attaining age 50 with at least 15 years of service, or on or after attaining 55
with at least 10 years of service, with one or more Employers and their
Affiliates and predecessors thereof (or such other age and/or service
requirements as the Committee in its sole discretion determines), (c) under such
other circumstances that the Committee in its sole discretion deems appropriate,
(d) by all Employers other than for Cause, except as provided in Section Article
5(b), or (e) by such participant for Good Reason, shall continue to participate
in the Plan subject to its terms; and, provided, further, that a participant
whose employment is terminated on or before the end of such Performance Period
for any of the reasons specified in clauses (a) through (e) above shall continue
to participate in the Plan, subject to its terms, to the extent of a pro-rata
portion of such Award based on the number of full months of service in such
Performance Period prior to such termination.

     7.2 Certain Former Participants. For purposes of the Plan, the term
"participant" shall include an individual (a) with respect to whom any Award has
been allocated but not yet vested or forfeited and (b) whose employment was
terminated with respect to all Employers prior to the Vesting Date with respect
to any Award but who is entitled to continue to participate in the Plan pursuant
to Section 7.1, above.

                                    ARTICLE 8
                                CHANGE IN CONTROL


                                       9



<PAGE>


          Notwithstanding any other provision of this Plan, in the event of a
Change in Control of the Company, the Award Target with respect to the
Performance Period in which the Change in Control of the Company occurs shall
immediately be deemed to have been earned and vested, and shall be distributed,
either in shares of Common Stock or an equivalent value in cash, as determined
in the Committee's sole discretion, to the participant as soon as practicable
after a Change in Control of the Company. The number of shares of Common Stock
to be distributed to any participant shall be determined by dividing the Award
Target by the closing price of the Common Stock on the New York Stock Exchange
on the date the Change in Control occurs.

                                    ARTICLE 9
                               MANDATORY DEFERRALS

          Notwithstanding Section 5.3 and subject to Article 8, the Committee
may require a participant to defer all or a portion of any distribution of an
Award in any case where the Company anticipates that such payment or portion
thereof would be nondeductible pursuant to Section 162(m) of the Code (the
"Deferred Amount"). The Deferred Amount shall be held in cash, and interest
shall accrue on the Deferred Amount from the date of deferral (which is the
Award Distribution Date) until the date of payment at an annual rate equal to
the base commercial lending rate announced by Chase Manhattan Bank in effect
from time to time during the period of such deferral. When the Award is paid, it
shall be paid in cash, or cash and Common Stock at the discretion of the
Committee based on the Fair Market Value of the Common Stock on the Award
Distribution Date.

                                   ARTICLE 10
                                   ADJUSTMENTS

          Subject to Article 8, in the event there is any change in the Common
Stock, through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, dividend in kind or other like change
in capital structure or cash dividends to shareholders of the Company (an
"Adjustment Event"), the number of undistributed Stock Units, if any, shall be
appropriately adjusted (rounded down to the nearest one hundredth of a share) by
the Committee in its sole judgment so as to give appropriate effect to such
Adjustment Event.

                                   ARTICLE 11
                                 ADMINISTRATION

     11.1 Responsibility. The Committee shall be the administrator of the Plan.
The Committee shall have the responsibility, in its sole discretion, to control,
operate, manage


                                       10



<PAGE>



and administer the Plan in accordance with its terms and shall have all the
discretionary authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan.

     11.2 Delegation of Authority. The Committee may delegate in writing to one
or more of its members, or to one or more agents, such administrative duties and
powers, including any duty or power under Articles 3 through 6, as it may deem
advisable. In addition, the Committee or any such delegate may employ one or
more persons to render advice with respect to any responsibility the Committee
or such delegate may have under the Plan. The Committee or any such delegate may
employ such legal or other counsel, consultants and agents as it may deem
desirable for the administration of the Plan and may rely upon any opinion or
computation received from any such counsel, consultant or agent. Notwithstanding
the foregoing, the Committee may not delegate any duties if such delegation
would be in contravention of Rule 16b-3 or other applicable rules under Section
16(b) of the 1934 Act.

     11.3 Determinations and Interpretations by the Committee. All
determinations and interpretations made by the Committee in good faith shall be
binding and conclusive on all Participants and their heirs, successors and legal
representatives. In the event this Plan conflicts in any way with any provision
of the Omnibus Plan, the terms of the Omnibus Plan shall supercede the terms of
this Plan, as this Plan and all Awards under this Plan are granted under the
Omnibus Plan.

                                   ARTICLE 12
                                     CLAIMS

     12.1 Claims Procedure. If any participant or his or her designated
beneficiary has a claim for amounts which are not being paid, such claimant may
file with the Committee a written claim, in such form as is provided or approved
by the Committee, setting forth the amount and nature of the claim, supporting
facts, and the claimant's address. The Committee shall notify each claimant of
its decision in writing by registered or certified mail within ninety (90) days
after its receipt of a claim, unless special circumstances require an extension
of time for processing the claim. If such an extension of time is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial ninety (90) day period, which notice shall specify
the special circumstances requiring an extension and the date by which a final
decision will be reached (which date shall not be later than one hundred eighty
(180) days after the date on which the claim was filed). If a claim is denied,
the written notice of denial shall set forth the reasons for such denial, refer
to pertinent Plan provisions on which the denial is based, describe any
additional material or information necessary for the claimant to realize the
claim, and explain the claim review procedure under the Plan.

     12.2 Claims Review Procedure. A claimant whose claim has been denied or
such claimant's duly authorized representative may file, within sixty (60) days
after notice of


                                       11



<PAGE>


such denial is received by the claimant, a written request for review of such
claim by the Committee. If a request is so filed, the Committee shall review the
claim and notify the claimant in writing of its decision within sixty (60) days
after receipt of such request. In special circumstances, the Committee may
extend for up to sixty (60) additional days the deadline for its decision. The
notice of the final decision of the Committee shall include the reasons for its
decision and specific references to the provisions of the Plan on which the
decision is based. The decision of the Committee shall be final and binding on
all parties.

                                   ARTICLE 13
                               GENERAL PROVISIONS

     13.1 Withholding Taxes. By participation in the Plan, each participant
shall be deemed to (a) agree to reimburse the Employer for any taxes required by
any governmental regulatory authority to be withheld or otherwise deducted by
such entity in respect of the payment of any amounts hereunder, and (b)
authorize the Employer to withhold an amount sufficient to pay such taxes from
any Award paid or payable to the participant or on the participant's behalf in
any manner determined by the Committee in its sole discretion including, with
respect to a Strategic Goals-based Award, by withholding from the cash portion
of any Award or selling sufficient shares of Common Stock attributable to such
Award at such price(s) and on such terms as the Committee in its sole discretion
may determine, or repurchasing shares at the Fair Market Value of Common Stock.
If the Committee does not determine or specify any particular withholding
methodology, the Employer shall withhold from the cash portion of any award an
amount sufficient to pay such taxes, and, if the amount so withheld is not
sufficient to pay such taxes, the participants shall pay the remainder thereof
in cash.

     13.2 Assignability and Transferability.

          (a)  No interest in the Plan shall be assignable or transferable by a
               participant other than by will or the laws of descent and
               distribution. Any purported assignment or transfer of an interest
               in the Plan to a creditor of a participant shall be null and
               void, and such interest may be forfeited at the discretion of the
               Committee.

          (b)  The Company may assign its obligations under the Plan with
               respect to participants whose employment is terminated and who
               are employed by a successor entity, provided that such successor
               entity agrees to assume such obligations with respect to such
               participants.

     13.3 Funding.

          (a)  The Company shall make no provision for the funding of any
               undistributed Awards under the Plan that would cause the Plan to
               be a funded plan for purposes of Section 404(a) (5) of the Code
               or


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<PAGE>


               Title I of ERISA, or would cause the Plan to be other than an
               "unfunded and unsecured promise to pay money or other property in
               the future" under Treasury Regulations 'SS' 1.83-3(e). Except
               following a Change in Control, the Company shall have no
               obligation to make any arrangement for the accumulation of funds
               to pay any amounts under the Plan. Subject to the preceding
               sentence, the Company, in its sole discretion, may establish one
               or more grantor trusts described in subpart E, part I, subchapter
               J, chapter 1, subtitle A of the Code to accumulate shares of
               Common Stock or other amounts to pay amounts under the Plan,
               provided that the assets of such trusts shall be required to be
               used to satisfy the claims of the Company's general creditors in
               the event of the Company's bankruptcy or insolvency.

          (b)  In the event that the Company shall decide to establish an
               advance accrual reserve on its books against the future expense
               of payments undistributed Awards, such reserve shall not under
               any circumstances be deemed any asset of the Plan but, at all
               times, shall remain a part of the general assets of the Company
               subject to the claims of the Company's general creditors.

     13.4 No Right, Title, or Interest in Company Assets. Participants shall
have no right, title, or interest whatsoever in or to any investments, which the
Company may make to aid it in meeting its obligations under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create a trust of any kind, or a fiduciary relationship between the Company and
any participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company. The Plan is not intended to be subject to
ERISA.

     13.5 No Right to Continued Employment. The participant's rights, if any, to
continue in the employ of the Employer shall not be enlarged or otherwise
affected by his or her participation in the Plan, and the Employer reserves the
right to terminate the employment of any participant at any time, subject to any
limitations or procedures as may be set forth in a separate employment or
retention agreement between the Employer and such participant.

     13.6 Governing Law. The Plan, all awards granted hereunder, and all actions
taken in connection herewith shall be governed by and construed in accordance
with the laws of the State of New Jersey without reference to principles of
conflict of laws, except as superseded by applicable federal law.


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<PAGE>


                                   ARTICLE 14
                            AMENDMENT AND TERMINATION

     14.1 Right to Amend, Suspend or Terminate. The Board of Directors may
amend, suspend or terminate the Plan and/or reduce Awards and Award Targets at
any time with or without prior notice; provided, however, that no action
authorized by this Section 14.1 shall impair any rights or benefits which
theretofore vested hereunder without the written consent of the affected
participants.

     14.2 Termination. Upon a termination of the Plan, the Committee may, but is
not required to, pay out the Award Target or unvested Awards, either in whole or
in part, under the Plan.

     14.3 No Impairment. The following events shall not constitute an impairment
of any rights or benefits under the Plan: (a) any forfeiture of unvested Awards
upon an amendment, suspension or termination of the Plan or (b) any amendment of
the term "Change in Control," provided that such amendment shall not be
effective for at least six (6) months following its adoption.


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<PAGE>


                                   APPENDIX I

        Strategic Goals-based Awards for the Performance Period 2003 through
2005

     1. Operating Profit Award - Sixty percent (60%) of the Strategic
     Goals-based Award will be based on the Company's Cumulative Operating
     Profit (the "Operating Profit Award"), determined as follows:

          a. After the end of the 2003 through 2005 Performance Period, the
          Committee shall determine the Company's Cumulative Operating Profit
          over the Performance Period.

          b. If the Company's Cumulative Operating Profit for the Performance
          Period is less than $525 million (the "Threshold Level"), participants
          shall earn no Operating Profit Award.

          c. If the Company's Cumulative Operating Profit for the Performance
          Period is at least $525 million but less than $600 million (the
          "Target Level"), participants shall earn fifty percent (50%) of the
          Operating Profit Award.

          d. If the Company's Cumulative Operating Profit for the Performance
          Period is $600 million or higher but less than $720 million (the
          "Maximum Level"), participants shall earn one hundred percent (100%)
          of the Operating Profit Award.

          e. If the Company's Cumulative Operating Profit for the Performance
          Period is $720 million or above, participants shall earn one hundred
          percent (120%) of the Operating Profit Award.

          f. The term "Cumulative Operating Profit" as used above means the
          cumulative operating profit of the Company and its consolidated
          subsidiaries for the Performance Period as determined by generally
          accepted accounting principals consistently applied.

          g. Cumulative Operating Profits amounts between the Threshold Level,
          Target Level, and Maximum Level shall be interpolated in whole
          percentage points to calculate the Awards.

          h. The Committee may in its sole discretion adjust the Cumulative
          Operating Profit goals set out above to reflect the acquisition and
          disposition of businesses and other unusual events occurring during
          the Performance period.


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<PAGE>


     2. Debt-to-Total Capital Ratio Award - Twenty percent (20%) of the
     Strategic Goals-based Award will be based on the Company's Debt-to-Total
     Capital ratio (the "Debt-to-Total Capital Award"), determined as follows:

          a. After the end of the 2003 through 2005 Performance Period, the
          Committee shall determine the Company's Debt-to-Total Capital ratio at
          the end of the Performance Period.

          b. If the Company's Debt-to-Capital ratio is less than fifty percent
          (50%), participants will earn one hundred percent (100%) of the
          Debt-to-Total Capital Award.

          c. If the Company's Debt-to-Capital ratio is fifty percent (50%) or
          higher, participants will earn no Debt-to-Total Capital Award.

          d. The term "Debt" as used above means the Total Indebtedness of the
          Company and its consolidated subsidiaries as defined in the Company's
          Credit Agreement with J.P. Morgan, the Bank of America, and other
          banks, dated as of June 18, 2001, and amended through January 1, 2003,
          (the "Credit Agreement") for the purposes of determining compliance
          under Section 6.11 of the Credit Agreement.

          e. The term "Total Capital" as used above means Debt plus total
          shareholder's equity as determined under generally accepted accounting
          principles for the Company's consolidated financial statements.

     3. Business Portfolio Award - Twenty percent (20%) of the Strategic
     Goals-based Award will be based on the successful repositioning of the
     Company's portfolio of businesses (the "Business Portfolio Award"),
     determined as follows:

          a. After the end of the 2003 through 2005 Performance Period, the
          Committee shall determine whether the Company has made substantial
          progress toward repositioning its portfolio of businesses, including
          effective acquisitions and disposals, consistent with the Company's
          strategy.

          b. If the Committee determines that such substantial progress has been
          made, participants shall earn one hundred percent (100%) of the
          Business Portfolio Award.

          c. If the Committee determines that such substantial progress has not
          been made, participants shall earn no Business Portfolio Award.

          d. If the Committee determines that an acceptable minimum level of
          progress has been made, the committee may determine that a percentage

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<PAGE>

          of the Business Portfolio Award less than one hundred percent (100%)
          should be earned based on progress achieved.

     4. The Committee in its sole discretion may make adjustments to any
     Award based on acquisitions, dispositions, and any other unusual item
     occurring after the commencement of the Performance Period.


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