Exhibit 10.23(b)
MILLENNIUM CHEMICALS INC.
Amendment Number 1 to the
MILLENNIUM AMERICA HOLDINGS INC.
LONG TERM INCENTIVE PLAN
AND
EXECUTIVE LONG TERM INCENTIVE PLAN
TRUST AGREEMENT
as amended and restated as of January 26, 2001
(the "Trust")
The Plan shall be, and it hereby is, amended effective June 1, 2002 as follows:
Subparagraph "(4)", of the definition of "Change in Control" in Section 12(f) of
the Trust shall be amended and restated in its entirety as follows:
(4) the stockholders of Millennium approve a plan of complete liquidation
of Millennium or the closing of the sale or disposition by Millennium
of all or substantially all of Millennium's assets other than the sale
or disposition of all or substantially all of the assets of Millennium
to one or more Subsidiaries (as defined below) of Millennium 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 Millennium at the time of the sale or
disposition provided, however, (y) the sale or disposition of all or
any part of Millennium'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 Millennium sells or disposes of all or any part of Millennium'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 Millennium's interests in Equistar, or otherwise), then
the sale or disposition of Millennium'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
Millennium that owns Millennium'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 Millennium owns,
either directly or indirectly, the interests in Equistar. Only one (1)
Change in Control may take place under this Plan.
