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                                                                 Exhibit 10.7(e)

                                    AMENDMENT
                                     TO THE
                            MILLENNIUM CHEMICALS INC.
                         LONG TERM STOCK INCENTIVE PLAN

     WHEREAS, Millennium Chemicals inc. (the "Company") maintains the Millennium
Chemicals Inc. Long Term Stock Incentive Plan (the "Plan"); and

     WHEREAS, pursuant to Article XIV of the Plan, the Board of Directors of the
Company (the "Board") has the right to amend the Plan; and

     WHEREAS, the Board desires to amend the Plan;

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

 1.  Section 13.2 Change in Control

     Amend Section 13.2 to read in its entirety as follows:

     13.2 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.




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     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 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




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     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" 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 as heretofore amended is hereby ratified
     and confirmed.

     IN WITNESS WHEREOF, this amendment has been executed the   day of November
2002.

                                             MILLENNIUM CHEMICALS INC.


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