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                                                                Exhibit 10.20(e)

Millennium Chemicals Inc.
2001 Omnibus Incentive Compensation Plan
Restricted Stock Award Agreement

U.S. Award Agreement for Non - Employee Directors
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Dear                     :
     --------------------

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 that are defined in the Plan 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 Restricted Stock Grant

1.   "Number of Restricted Shares Granted":
                                            ------------------------------------

2.   "Date of Grant":
                      ----------------------------------------------------------

3.   "Lapse of Restriction Date(s)": The Restricted Stock shall vest in
     accordance with the following:

     (a)  One third of your Restricted Stock (expressed in whole shares) 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 to serve as a Director of the
          Company and/or its Subsidiaries through such date.

     (b)  All restrictions shall lapse and the Restricted Stock shall become one
          hundred percent (100%) vested upon the termination of your
          directorship due to death or Disability; provided that you have
          continued as a Director of the Company and/or its Subsidiaries through
          such event.

4.   Termination of Employment for Other Reasons. In the event that you
     terminate directorship with the Company and/or its Subsidiaries for any
     reason other than those reasons set forth in Paragraph 3, all of the
     unvested Shares of Restricted Stock you hold at the time you terminate your
     directorship, and any dividends and other distributions paid with respect
     to the unvested

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     Shares of Restricted Stock, shall be forfeited to the Company; provided,
     however, that in the event of a termination of your directorship, the
     Board, in its sole discretion, may waive such automatic forfeiture
     provision as it deems appropriate.

5.   Restricted Stock Certificates: Upon the effectiveness of this Agreement,
     the Restricted Stock will constitute issued and outstanding shares of
     Common Stock for all corporate purposes. Your Restricted Stock certificates
     will not be delivered to you until the restrictions on such Restricted
     Stock have expired and all other vesting requirements with respect thereto
     have been fulfilled. The Company (or its agent) will retain custody of any
     certificates representing the Restricted Stock during the applicable
     restriction period. Alternatively, the Company may issue the Restricted
     Stock in the form of uncertificated shares as provided in Section 158 of
     the Delaware General Corporation Law.

6.   Certificate Legend: Each certificate representing Shares of Restricted
     Stock granted pursuant to the Plan shall bear the following legend:

          "The sale or other transfer of the shares of stock represented by this
          certificate, whether voluntary, involuntary, or by operation of law,
          is subject to certain restrictions on transfer set forth in the
          Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan,
          any administration rules adopted pursuant to such plan, and a
          Restricted Stock Award Agreement dated ___________. A copy of the
          Millennium Chemicals Inc. 2001 Omnibus Incentive Compensation Plan,
          such rules, and such Restricted Stock Award Agreement may be obtained
          from the Senior Vice President - Human Resources of Millennium
          Chemicals Inc."

7.   Removal of Restrictions: Except as may otherwise be provided herein and in
     the Plan, the Restricted Stock awarded pursuant to this Award Agreement
     shall become freely transferable upon the Lapse of Restriction Date(s) (and
     as applicable, the lapse of restrictions as set forth in Paragraph 9) set
     forth in this Award Agreement. Once the Restricted Stock is no longer
     subject to any restrictions, you shall be entitled to have the legend
     required by Paragraph 6 of this Award Agreement removed from your stock
     certificates. After the Restricted Stock is no longer subject to any
     restrictions, the Company will deliver the stock certificates to you.

8.   Voting Rights and Dividends. During the Period of Restriction, subject to
     any limitations provided in the Plan or this Agreement, you may exercise
     full voting rights with respect to the Shares of Restricted Stock, with the
     exceptions that (i) all dividends and other distributions paid with respect
     to the Shares of Restricted Stock shall be deferred until, and paid upon,
     the Lapse of Restriction Date(s) hereunder; (ii) no dividends or other
     distributions paid with respect to the Shares of Restricted Stock shall
     bear interest or be segregated in a separate account; (iii) if any such
     dividends or distributions are paid in Shares, the Shares shall be subject
     to the same restrictions on transferability as are the Shares of Restricted
     Stock with respect to which they were paid; and (iv) you may not sell,
     assign, transfer, pledge, exchange, encumber or dispose of the Restricted
     Stock before the Lapse of Restriction Date(s).

9.   Change in Control: In the event of a Change in Control, all restrictions on
     the transferability of outstanding awards of Restricted Stock as set forth
     in this Award Agreement shall immediately

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     lapse, and thereafter such Shares shall be freely transferable, subject to
     applicable federal and state securities laws. In addition, any deferred
     dividends or other distributions paid with respect to the Shares of
     Restricted Stock, will be paid to you.

10.  Nontransferability. During the Period of Restriction, Restricted Stock
     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
     Restricted Stock is made, or if any attachment, execution, garnishment, or
     lien shall be issued against or placed upon the Restricted Stock, your
     right to such Restricted Stock shall be immediately forfeited to the
     Company, and this Award Agreement shall lapse.

11.  Requirements of Law: The granting of Restricted Stock 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.

12.  Inability to Obtain Authorization: The inability of the Company to obtain
     authority from any regulatory body having jurisdiction, which authority is
     deemed by the Company's counsel to be necessary to the lawful issuance and
     sale of any Shares hereunder, shall relieve the Company of any liability
     with respect to the failure to issue or sell such Shares as to which such
     requisite authority shall not have been obtained.

13.  Tax Withholding: The Company shall have the power and the right to deduct
     or withhold, or require you or your beneficiary to remit to the Company, an
     amount sufficient to satisfy federal, state, and local taxes, domestic or
     foreign, required by law or regulation to be withheld with respect to any
     taxable event arising as a result of this Award Agreement.

14.  Share Withholding: With respect to withholding required upon any other
     taxable event arising as a result of awards granted hereunder, you may
     elect, subject to the approval of the Board, to satisfy the withholding
     requirement, in whole or in part, by having the Company withhold Shares
     having a Fair Market Value on the date the tax is to be determined equal to
     the minimum statutory total tax which could be withheld on the transaction.
     All such elections shall be irrevocable, made in writing, signed, and shall
     be subject to any restrictions or limitations that the Board, in its sole
     discretion, deems appropriate.

15.  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 Board
     may adopt for administration of the Plan. It is expressly understood that
     the Board 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.

16.  Amendment to the Plan: 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 Restricted
     Stock or Shares under this Award Agreement, without your written approval.

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17.  Successor: All obligations of the Company under the Plan and this Award
     Agreement, with respect to the Restricted Stock, 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.

18.  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:
                                                    ----------------------------

                                             -----------------------------------
                                             Director

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