2003 Committee Charter : MCH

Millennium Chemicals Inc.
Nominations and Governance Committee Charter

Purpose

The Nominations and Governance Committee shall (1) identify individuals qualified to become Board members, and make recommendations to the Board regarding the selection of the Director nominees for the next annual meeting of stockholders; (2) recommend to the Board the Directors to serve as the members of, and the Chairs of, the various Committees of the Board; and (3) develop and recommend to the Board the Company's Corporate Governance Guidelines and Code or Codes of Ethics and review and assess such Guidelines and Codes periodically.

The Nominations and Governance generally shall advise the Board of Directors and management regarding the Company's overriding corporate governance philosophy, as well as the general guidelines, policies and procedures to implement such philosophy, including the Company's Corporate Governance Guidelines and codes of conduct and business ethics. The Committee shall advise the Board of Directors regarding the performance of the Board, its Committees and the individual Directors, and shall assist the Board in enhancing the performance of the Board and the Company. The Committee also shall assist the Board of Directors in fulfilling its oversight responsibilities in the broad areas of social responsibility and corporate citizenship.

Organization

The Nominations and Governance Committee shall consist of a minimum of three Directors. The members and the Chair of the Committee shall be appointed by the Board upon the recommendation of the Nominations and Governance Committee. All members of the Committee shall be "independent directors" under the standards proposed by the New York Stock Exchange. The members of the Committee shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements established by the New York Stock Exchange. Director's fees are the only compensation that a Committee member may receive from the Company. The duties and responsibilities of a member of the Committee are in addition to those set out for a member of the Board of Directors.

One-third of the members, but not less than two, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee shall meet at least three times a year or more frequently as shall be determined by its Chair, or upon the request of any two of its members. The Chair of the Committee will preside, when present, at all meetings of the Committee. The Committee will keep a record of its meetings and report on them to the Board. The Committee may meet by telephone or videoconference and may take action by written consent. The Committee may form, and delegate authority to, subcommittees when appropriate. Except as expressly provided in this Charter, the By-laws of the Company or the Corporate Governance Guidelines of the Company, the Nominations and Governance Committee shall fix its own rules of procedure.

Authority and Responsibilities

1. The Nominations and Governance Committee shall develop qualification criteria for Board members, and seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the Corporate Governance Guidelines. The Nominations and Governance Committee shall evaluate individuals recommended by stockholders to serve as Directors.

2. The Nominations and Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Nominations and Governance Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors, and shall have authority to approve related fees and retention terms. The Nominations and Governance Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of Non-executive Director compensation, and shall have sole authority to approve the consultant's fees and other retention terms.

3. The Nominations and Governance Committee shall oversee the evaluation of the Company's Board of Directors and its Committees, and make recommendations to the Board as appropriate.

4. The Nominations and Governance Committee shall review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.

5. The Nominations and Governance Committee shall make regular reports to the Board.

6. The Nominations and Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominations and Governance Committee shall annually review its own performance, and shall report to the Board thereon.

7. The Nominations and Governance Committee shall review and assess periodically the Company's Code of Conduct and other policies of business conduct and ethics and recommend any proposed changes to the Board for approval. Such policies shall deal with, but not be limited to, conflicts of interest, ethical business dealings, supplier and customer relationships, sexual harassment, reporting of concerns regarding possible violations of the Code of Conduct or any such policies, etc. The Committee shall have general oversight responsibility on behalf of the Board regarding the communication, compliance and auditing of these policies. The Committee shall be the committee of the Board with the authority to consider any request for waiver from the Company's Code of Business Conduct with respect to any Director or Executive Officer of the Company.

8. The Nominations and Governance Committee shall review annually, or more often if appropriate, the Directors who are members of Committees of the Board (including qualifications and requirements), the structure of committees of the Board (including authority to delegate), the performance of Committees of the Board (including reporting to the Board), the compensation of the Non-executive Directors, and make recommendations to the Board, as appropriate.

9. In assisting the Board in fulfilling its oversight responsibilities in the area of social responsibility, the Nominations and Governance Committee shall evaluate the following areas: safety, health and environmental ("SH&E"), work force diversity, social responsibility and community relations.

(a) In assisting the Board in the SH&E area, the Committee shall:

(i) Oversee the Company's strategic direction to maintain a strong corporate Responsible CareŽ policy;
(ii) Review emerging SH&E issues that could have a significant impact on the Company
(iii) Review SH&E management systems to ensure the Company's compliance with applicable laws and regulations; and
(iv) Benchmark SH&E performance against other companies' performance to ensure relevance to stakeholder expectations.

(b) In assisting the Board in the area of workforce diversity, the Committee shall oversee the Company's policies on cultural and workplace diversity, monitor performance in achieving workplace diversity, and in auditing compliance with laws and regulations governing workplace diversity.

(c) In assisting the Board in the area of social responsibility and community relations, the Committee shall oversee the Company's support of charitable, community and academic organizations; management's and employees' participation in community/social organizations; and the Company's programs that promote involvement with, and support of, the communities where the Company has facilities.