**fExhibit10.4**

 

**CHEVRON PHILLIPS CHEMICAL COMPANYLPEXECUTIVE DEFERRED COMPENSATION PLAN(As Amended and RestatedEffective January 1, 2005)**

 

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**TABLE OF CONTENTS**

 
| ** **  | ** ** | ** **                                               | ** ** | **Page** |
|-------------|------------|----------------------------------------------------------|------------|----------|
|        |       |                                                     |       |     |
| ARTICLE 1 - |       | INTERPRETATION AND DEFINITIONS                           |       | 2        |
| 1.1         |       | Interpretation                                           |       | 2        |
| 1.2         |       | Definitions                                              |       | 3        |
|        |       |                                                     |       |     |
| ARTICLE 2 - |       | PARTICIPATION                                            |       | 6        |
| 2.1         |       | Date of Participation                                    |       | 6        |
| 2.2         |       | Termination of Participation                             |       | 6        |
|        |       |                                                     |       |     |
| ARTICLE 3 - |       | CONTRIBUTIONS                                            |       | 7        |
| 3.1         |       | Participant Contributions                                |       | 7        |
| 3.2         |       | Employer Matching Contributions                          |       | 8        |
|        |       |                                                     |       |     |
| ARTICLE 4 - |       | PARTICIPANT ACCOUNT                                      |       | 9        |
| 4.1         |       | Individual Accounts                                      |       | 9        |
|        |       |                                                     |       |     |
| ARTICLE 5 - |       | INVESTMENT OF CONTRIBUTIONS                              |       | 9        |
| 5.1         |       | Adjustment of Accounts                                   |       | 9        |
|        |       |                                                     |       |     |
| ARTICLE 6 - |       | RIGHT TO BENEFITS                                        |       | 9        |
| 6.1         |       | Vesting                                                  |       | 9        |
| 6.2         |       | Death                                                    |       | 10       |
|        |       |                                                     |       |     |
| ARTICLE 7 - |       | DISTRIBUTION OF BENEFITS                                 |       | 11       |
| 7.1         |       | Amount of Benefits                                       |       | 11       |
| 7.2         |       | Determination of Method of Distribution to  Participants |       | 11       |
| 7.3         |       | Distribution on Disability                               |       | 11       |
| 7.4         |       | Notice to Trustee                                        |       | 12       |
| 7.5         |       | Unforeseeable Emergency                                  |       | 12       |
| 7.6         |       | Cashouts of Amounts Not Exceeding $10,000                |       | 13       |
| 7.7         |       | Effect of Early Taxation                                 |       | 13       |
| 7.8         |       | Permitted Delays                                         |       | 13       |
| 7.9         |       | Adjustment of Investment Experience                      |       | 13       |
|        |       |                                                     |       |     |
| ARTICLE 8 - |       | AMENDMENT AND TERMINATION                                |       | 13       |
| 8.1         |       | Amendment by the Company                                 |       | 13       |
| 8.2         |       | Retroactive Amendments                                   |       | 14       |
| 8.3         |       | Plan Termination                                         |       | 14       |
| 8.4         |       | Distribution upon Termination of the Plan                |       | 14       |

 

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| ** **   | ** ** | ** **                                    | ** ** | **Page** |
|--------------|------------|-----------------------------------------------|------------|----------|
|         |       |                                          |       |     |
| ARTICLE 9 -  |       | THE TRUST                                     |       | 14       |
| 9.1          |       | Establishment of Trust                        |       | 14       |
| 9.2          |       | Investment of Trust Funds                     |       | 14       |
| 9.3          |       | Information Between Employer and Trustee      |       | 14       |
|         |       |                                          |       |     |
| ARTICLE 10 - |       | MISCELLANEOUS                                 |       | 15       |
| 10.1         |       | Unsecured General Creditor of the Employer    |       | 15       |
| 10.2         |       | Employer’s Liability                     |       | 15       |
| 10.3         |       | Limitation of Rights                          |       | 15       |
| 10.4         |       | No Assignment of Benefits                     |       | 15       |
| 10.5         |       | Facility of Payment                           |       | 16       |
| 10.6         |       | Notices                                       |       | 16       |
| 10.7         |       | Governing Law                                 |       | 16       |
| 10.8         |       | Successors and Mergers, and/or Consolidation  |       | 16       |
| 10.9         |       | Employment Not Affected by the Plan           |       | 16       |
| 10.10        |       | Severability                                  |       | 16       |
|         |       |                                          |       |     |
| ARTICLE 11 - |       | PLAN ADMINISTRATION                           |       | 17       |
| 11.1         |       | Powers and Responsibilities the DCP Committee |       | 17       |
| 11.2         |       | Claims and Review Procedures                  |       | 17       |
| 11.3         |       | Plan Administrative Costs                     |       | 19       |
|         |       |                                          |       |     |
| ARTICLE 12 - |       | PARTICIPATING EMPLOYERS                       |       | 20       |
| 12.1         |       | Adoption of the Plan                          |       | 20       |
| 12.2         |       | Termination of Plan Participation             |       | 20       |
|         |       |                                          |       |     |
| APPENDIX A   |       |                                          |       | 21       |

 

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**PREAMBLE**

 

The purpose of the Chevron Phillips ChemicalCompany LP Executive Deferred Compensation Plan (the “Plan”) is to provide tokey employees of the Company an opportunity to defer the receipt of incentiveBonuses and/or other compensation as a means of saving for their retirement orother purposes.

 

It is intended that this Plan be a plan thatis an unfunded deferred compensation program maintained “for a select group ofmanagement or highly compensated employees” within the meaning of the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”), and shall beimplemented and administered in a manner consistent with this intention. Thus,the Plan is subject to Title I of ERISA, but is exempt from Parts 2,3 and 4 thereof. It is also intended that the Plan comply with the requirementsof Section 409A of the Internal Revenue Code, as added by the American JobsCreation Act of 2004 (“Section 409A”).

 

This Plan was originally effective as ofJanuary 1, 2001, and was amended and restated effective January 1, 2003.

 

The Plan is, except as otherwise set forth inthe document, amended and restated effective January 1, 2005.

 

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***ARTICLE 1 - INTERPRETATIONAND DEFINITIONS***

 

# **1.1****                              ****Interpretation**

#  

(a)                                  General.Unless a clear contrary intention appears, for purposes of construction of thisPlan:

 

(i)                                     thesingular number includes the plural number and vice versa;

 

(ii)                                  referenceto any person includes such person’s successors and assigns but, if applicable,only if such successors and assigns are permitted by the Plan, and reference toa person in a particular capacity excludes such person in any other capacity orindividually;

 

(iii)                               referenceto any gender includes the other gender;

 

(iv)                              referenceto the Plan means the Plan or such other agreement, document or instrument asamended or modified and in effect from time to time in accordance with theterms thereof;

 

(v)                                 referenceto any law means such law as amended, modified, codified, replaced orreenacted, in whole or in part, and in effect from time to time, includingrules and regulations promulgated thereunder, and reference to any section orother provision of any law means that provision of such law from time to timein effect and constituting the substantive amendment, modification,codification, replacement or reenactment of such section or other provision;

 

(vi)                              referencein the Plan to any article, section, appendix, schedule or exhibit means sucharticle or section thereof or appendix, schedule or exhibit thereto;

 

(vii)                           “hereunder”,“hereof”, and words of similar import shall be deemed references to a PlanDocument as a whole and not to any particular article, section or otherprovision thereof;

 

(viii)                        “including”(and with the correlative meaning “include”) means including without limitingthe generality of any description preceding such term;

 

(ix)                                “or”is not exclusive;

 

(x)                                   relativeto the determination of any period of time, “from” means “from and including”and “to” means “to but excluding;” and

 

(xi)                                referencesto days, weeks, months, quarters and years are references to such periods asdetermined by the Gregorian calendar.

 

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(b)                                 AccountingTerms. Unless expressly otherwise provided, accounting terms shall be construedand interpreted, and accounting determinations and computations shall be made,in accordance with generally accepted accounting principles.

 

# **1.2****                              ****Definitions**

#  

Wherever used herein, the following termshave the meanings set forth below, unless a different meaning is clearlyrequired by the context:

 

(a)                                  **“Account”** means an account established forthe purpose of recording amounts credited on behalf of a Participant and anyincome, expenses, gains, losses or distributions included thereon. The Accountshall be a bookkeeping entry only and shall be utilized solely as a device forthe measurement and determination of the amounts to be paid to a Participantpursuant to the Plan.

 

(b)**                                 “AffiliatedEmployer”** means an entity that is treated as an “Affiliated Employer” underthe terms of the CPChem 401(k) Plan.

 

(c)                                  **“AIP Bonus”** means a Participant’smanagerial incentive bonus approved for payment under the Annual IncentiveProgram of Chevron Phillips Chemical Company LLC.

 

(d)                                 **“Base Compensation”** means “Compensation” asdefined in the CPChem 401(k) Plan for purposes of making pre-tax deferrals tothis Plan, but including amounts deferred pursuant to Section 3.1(a) ofthis Plan, and disregarding the limitations imposed by section 401(a)(17)of the Code.

 

(e)                                  **“Beneficiary”**means the person or persons, trusts, estatesor other entities entitled under Section 6.2 to receive benefits under thePlan upon the death of a Participant.

 

(f)                                    **“Bonus”** means any AIP Bonus, LTIP Bonus,synergy bonus or any other bonus plan or arrangement designated by the Companyas eligible for deferral pursuant to the terms of this Plan.

 

(g)                                 **“Bonus Deferral”** means the portion of aBonus payment that a Participant elects to defer in accordance withSection 3.1(b) of this Plan.

 

(h)                                 **“Bonus Deferral Agreement”** means theDeferral Agreement filed in accordance with Section 3.1 with respect toany Bonus payment.

 

(i)**                                     “Chevron”**means Chevron Corporation, or such entity as may be controlled by Chevron,that directly or indirectly holds a membership interest in the Company.

 

(j)                                     **“Code”** means the Internal Revenue Code of1986, as amended.

 

(k)                                  **“Company”**means Chevron Phillips Chemical Company LP.

 

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(l)                                     **“Compensation Deferral”** means the portionof Base Compensation that a Participant elects to defer in accordance withSection 3.1(a).

 

(m)                               **“ConocoPhillips”**means ConocoPhillips Corporation, or suchentity as may be controlled by ConocoPhillips, that directly or indirectlyholds a membership interest in the Company.

 

(n)                                 **“Compensation Deferral Agreement”** means theDeferral Agreement filed in accordance with Section 3.1 with respect tothe Participant’s Base Compensation.

 

(o)                                 **“CPChem 401(k) Plan”** means Chevron PhillipsChemical Company LP 401(k) Savings and Profit Sharing Plan.

 

(p)                                 **“CPChem 401(k) Plan Limits”** means thelimits imposed under (a) section 402(g) of the Code, (b) theactual deferral percentage test under section 401(k) of the Code,(c) the actual contribution percentage test under section 401(m) ofthe Code, and (d) annual addition limit under section 415(c) of the Code.

 

(q)**                                 “DCPCommittee”**means two (2) or more individuals designated by the Company tooversee the administration of the Plan.

 

(r)                                    **“Deferral Agreement”** means either a BonusDeferral Agreement or a Compensation Deferral Agreement, or both if the contextso requires. A Deferral Agreement shall be a completed agreement between theParticipant and the Employer under which the Participant agrees to a BonusDeferral or a Compensation Deferral as the case may be. It also means acompleted agreement between the Participant and the Employer under which theParticipant selects the time and form of payment for an RPV Award and MatchingContribution. The Deferral Agreement shall be on a form prescribed by theCompany and shall include any amendments, attachments or appendices.

 

(s)                                  **“Disability” or “Disabled”** means that aParticipant is eligible for, and continuously receiving disability insurancepayments under the Social Security Act and/or the Company’s long-termdisability plan. However, for purposes of Section 7.3, “Disability” or “Disabled”means a Participant who is unable to engage in any substantial gainful activityby reason of any medically determinable physical or mental impairment which canbe expected to result in death or can be expected to last for a continuousperiod of not less than twelve (12) months.

 

(t)                                    **“Eligible Employee”**means an employee of the Employer whosatisfies each of the following criteria:  (i) is determined by the Employer to be amember of a select group of management or highly compensated employees withinthe meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA; and(ii) is designated by the Employer as an employee who may participate inthe Plan.

 

(u)                                 **“Employer”**means the Company and any one of the entitieslisted in Appendix A hereto, and any other entity which is authorized bythe Company to

 

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participatein and, which in fact, does adopt the Plan in accordance with Section 12.1.The term “Employer” shall in each instance refer to any one of the foregoingentities and in no case shall refer to the entities collectively or to morethan one such entity.

 

(v)                                 **“Entry Date”**means the first day of each Plan Year, or suchother dates established by the DCP Committee, including, but not limited to theday immediately following the due date for the filing of any Deferral Agreementwith the Company, if such dates are in accordance in Section 409A. Entry Dateshall also mean the date that is thirty (30) days after the date on which anewly hired employee first becomes an Eligible Employee.

 

(w)                               **“ERISA”**means the Employee Retirement Income Security Act of1974, as from time to time amended.

 

(x)                                   **“Long-Term Incentive Plan”****or “LTIP”**means the Long-Term IncentivePlan of Chevron Phillips Chemical Company LLC.

 

(y)                                 **“LTIP Bonus”**means an amount paid to aParticipant pursuant to the Long-Term Incentive Plan. An LTIP Bonus may takethe form of a Relative Performance Award and/or Strategic Performance Award.

 

(z)                                   **“Matching Contribution”** means an employercontribution under this Plan that is based on the rate (the “Matching Rate”) ofMatching and Profit-sharing Contributions (as such terms are defined in theCPChem 401(k) Plan) that the Employer makes to the CPChem 401(k) Plan.

 

(aa)                            **“Participant”**means any Eligible Employee who participatesin the Plan in accordance with Article 2.

 

(bb)                          **“Payment Date”** means the first business day of the monthfollowing an event triggering a payment, provided that if the event occursafter the fifteenth day of a month, the “Payment Date” shall be the firstbusiness day of the second month following the event.

 

(cc)                            **“Plan”**means the Chevron Phillips Chemical Company LP ExecutiveDeferred Compensation Plan as set forth herein and as it may be amended fromtime to time.

 

(dd)                          **“Plan Year”**means the 12-consecutive month period beginningJanuary 1 and ending December 31.

 

(ee)                            **“Relative Performance Award”**means that portion of an LTIPBonus which is based on a reward earned due to performance relative to a peergroup of companies. Effective for Performance Cycles (as that term is definedin the LTIP) beginning on or after January 1, 2006, grants of RelativePerformance Awards will no longer be available under the LTIP.

 

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(ff)                                **“RPV Plan”**means the Relative Performance Value Plan ofChevron Phillips Chemical Company LLC.

 

(gg)                          **“Relative Performance Value Award” or “RPV Award” **means an award under the RPV Plan that is earned due toperformance relative to peer group of companies.

 

(hh)                          **“Strategic Performance Award”**means that portion of an LTIPBonus which is based on performance measured against defined strategicobjectives.

 

(ii)                                  **“Termination of Employment”** means thetermination of a Participant’s employment with his or her Employer and allother Affiliated Employers that meets the definition of a “separation fromservice” under Section 409A.

 

(jj)                                  **“Trust”**means the trust fund (if any) established pursuantto the terms of the Plan.

 

(kk)                            **“Trustee”**means the corporation or individuals named in theagreement establishing the Trust (if any) and such successor and/or additionaltrustees as may be named in accordance with the Trust agreement.

 

(ll)                                  **“Valuation Date”**means the last day of the Plan Year andsuch other date(s) as designated by the DCP Committee.

 

***ARTICLE 2 -  PARTICIPATION***

*** ***

**2.1****                               Dateof Participation.**Each Participant on the effective date of the amendmentand restatement of this Plan who was an Eligible Employee and a Participant onsuch date shall continue as a Participant. In the case of an Employer thatadopts this Plan after the effective date of the amended and restated Plan, inaccordance with Section 12.1, an Eligible Employee shall become aParticipant in the Plan on the first Entry Date next following such Employer’sadoption of the Plan, provided the Eligible Employee files a Deferral Agreementwith the DCP Committee in accordance with Article 3. Each EligibleEmployee not described in the foregoing sentences of this Section 2.1shall become a Participant in the Plan on the Entry Date next following thedate the Participant files a Deferral Agreement with the DCP Committee inaccordance with Article 3. If the Eligible Employee does not file aDeferral Agreement pursuant to Article 3 prior to his or her first EntryDate, the Eligible Employee will become a Participant in the Plan as of theEntry Date next following the date the Eligible Employee files a Deferral Agreementpursuant to Article 3.

 

**2.2****                               Terminationof Participation.**A Participant’s participation in the Plan shall ceaseupon his or her Termination of Employment with the Employer for any reason orthe Participant ceasing to qualify as a “management” or “highly compensated”employee within the meaning of sections 201(2), 301(a)(3) or 401(a)(1) of ERISA.In addition, the DCP Committee may terminate a Participant’s participation inthe Plan at the direction of the Employer or the Employer may cease to exist oroperate and may thereby terminate its participation in the Plan in accordancewith Section 12.2 of this Plan, but such

 

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terminationmay not reduce the obligation of the Employer to the Participant below the amountto which the Participant would have been entitled under the Plan as in effectimmediately prior to such termination of participation had the Plan thenterminated.

 

***ARTICLE 3 -  CONTRIBUTIONS***

*** ***

**3.1****                               ParticipantContributions.**

 

(a)                                  EachParticipant may elect, in accordance with rules and procedures established bythe DCP Committee and Section 409A, to defer Base Compensation otherwisepayable to the Participant for the Plan Year by executing a CompensationDeferral Agreement within the time period prescribed by the DCP Committee. TheCompensation Deferral Agreement will specify in whole number multiples of 1%the amount the Participant elects to defer of his Base Compensation. Themaximum amount of any Base Compensation deferral that is permissible under thisSection 3.1(a) shall be 50% of the Participant’s Base Compensation.

 

Tothe extent permitted by the Code and Treasury Regulations, the DeferralAgreement may, but need not, coordinate deferrals under the Plan with electivedeferrals within the meaning of Section 402(g) of the Code that theParticipant makes under the CPChem 401(k) Plan. This election, called the “wrap”election, provides for all the Participant’s deferrals to be first made to thePlan, and then, to the extent that the CPChem 401(k) Plan Limits permit thesecontributions to be made to the CPChem 401(k) Plan, they are automaticallytransferred to the CPChem 401(k) Plan. This election is irrevocable and theParticipant cannot change his deferral elections under the CPChem 401(k) Planfor such Plan Year once this “wrap” election has been made.

 

(b)                                 EachParticipant may elect, in accordance with rules and procedures established bythe DCP Committee, to defer up to ninety-five percent (95%) of any Bonus byexecuting a Bonus Deferral Agreement within the time period established by theDCP Committee. The Bonus Deferral Agreement will specify in whole numbermultiples of 1% the amount the Participant elects to defer of his or her Bonus(and, for the LTIP Bonus, a flat dollar amount can be deferred instead). Withregard to any Bonus Deferral elections relating to LTIP Bonuses which were madeprior to September 1, 2003, such elections shall apply to both theRelative Performance Award and Strategic Performance Award portions of the LTIPBonus. Effective on or after September 1, 2003, the DCP Committee, in itsdiscretion, may permit Participants to make separate elections with respect tothe Relative Performance Award and Strategic Performance Award portions of theLTIP Bonus.

 

(c)                                  Onehundred percent (100%) of the RPV Award that any Eligible Employee may receivewill be deferred automatically into the Plan. A Deferral Agreement must betimely executed and delivered to the DCP Committee no later than the date thatis six (6) months before the end of the applicable “Performance Cycle” (asdefined in the RPV Plan) in accordance with the Proposed Treasury Regulation

 

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section1.409A-2(a)(7) (and any final regulations or other guidance that supersedessuch Proposed Regulation) in order for a Participant to select the time andform of payment of the RPV Award under this Plan.

 

(d)                                 Anew Deferral Agreement must be timely executed and delivered to the DCPCommittee for each Plan Year during which the Participant desires to defer BaseCompensation and/or Bonus. Amounts credited to a Participant’s Account prior tothe effective date of a new Deferral Agreement will not be affected by anysubsequent agreement or agreements and will be paid in accordance with theprior election or elections. A Participant who does not timely deliver aproperly executed Deferral Agreement to the DCP Committee shall be deemed tohave elected zero deferral of Base Compensation and/or Bonus for such Plan Year.Notwithstanding the maximum deferral limits set forth in Sections 3.1(a) and(b), no Participant shall be permitted to defer Base Compensation or Bonuswhich the DCP Committee reasonably determines is required to pay theParticipant’s payroll taxes, contributions toward benefits, or other payrollobligations. Under no circumstances may a Deferral Agreement be adoptedretroactively. A Participant may not revoke a Deferral Agreement for a PlanYear during such year. Notwithstanding the foregoing, if a Participant receivesa hardship withdrawal from the CPChem 401(k) Plan, such Participant’s BaseCompensation deferral election and Bonus deferral election (to the extent asyet unpaid) under the Plan shall be terminated for the Plan Year in which thehardship withdrawal is received.

 

Inorder to elect to defer Base Compensation and Bonuses earned during a PlanYear, a Participant must file an irrevocable Deferral Agreement with the DCPCommittee before the beginning of such Plan Year. Notwithstanding the foregoing, (1) if the DCPCommittee determines that a Bonus qualifies as “performance-based compensation”under Section 409A, a Participant may elect to defer a portion of the Bonus byfiling a Bonus Deferral Agreement at such later time as permitted by the DCPCommittee in accordance with Section 409A, and (2) in the first year in whichan Employee becomes eligible to participate in the Plan, a deferral electionmay be made with respect to compensation for services to be performedsubsequent to the election within thirty (30) days after the date the Employeebecomes eligible to participate in the Plan to the extent permitted underSection 409A.

 

**3.2****                               EmployerMatching Contributions.**An Eligible Employee will receive a MatchingContribution allocation with respect to a Plan Year if that Eligible Employeehas deferred the maximum pre-tax amount he or she is eligible to defer underthe CPChem 401(k) Plan with respect to that Plan Year. The amount of thisallocation shall equal the difference between (a) the Matching Ratemultiplied by the Eligible Employee’s Base Compensation; and (b) theamount actually allocated to the 401(k) Plan as Matching and/or Profit-sharingContributions on behalf of that Eligible Employee.

 

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***ARTICLE 4 -  PARTICIPANT ACCOUNT***

*** ***

**4.1****                               IndividualAccounts.** The DCP Committee will establish and maintain an Account for eachParticipant which will reflect contributions made pursuant to Section 3.1and, if applicable, Section 3.2 along with earnings, expenses, gains andlosses credited thereto, attributable to the investments made with the amountsin the Participant’s Account as provided in Article 5. The amount a Participantelects to defer pursuant to Section 3.1(a) and 3.1(b) shall be creditedratably to the Participant’s Account at the time the Base Compensation and/orBonus would otherwise have been payable to the Participant but for his or herelection to defer. Contributions made in accordance with Section 3.1(c)shall be credited to the Participant’s Account at the time the RPV Award becomespayable to the Participant. Contributions made in accordance withSection 3.2 shall be credited to the Participant’s Account at such time asthe Employer, in its sole discretion, determines. The DCP Committee willestablish and maintain such other accounts and records as it decides in itsdiscretion to be reasonably required or appropriate to discharge its dutiesunder the Plan.

 

***ARTICLE 5 -  INVESTMENT OF CONTRIBUTIONS***

*** ***

**5.1****                               Adjustmentof Accounts.**The amount in a Participant’s Account shall be adjusted forhypothetical investment earnings or losses in an amount equivalent to the gainsor losses reported by the measuring fund or funds selected by the Participantor Beneficiary from among the measuring funds designated by the Company forthis purpose. A Participant may, in accordance with rules and proceduresestablished by the DCP Committee, change the measuring fund or funds to be usedfor the purpose of calculating future hypothetical investment adjustments tothe Participant’s Account. The Account of each Participant shall be adjusted asof each Valuation Date to reflect: (a) the hypothetical investment earnings and/or losses describedabove; (b) Compensation Deferrals; (c) Bonus Deferrals; (d) RPVAwards; (e) Matching Contributions; and (f) distributions from theAccount.

 

***ARTICLE 6 -  RIGHT TO BENEFITS***

*** ***

**6.1****                               Vesting.**

 

(a)                                  AParticipant, at all times, has a 100% nonforfeitable interest in the amountscredited to his Account attributable to Compensation and Bonus Deferrals. Amountscredited to a Participant’s Account attributable to Matching Contributionsshall vest only pursuant to such provisions as apply to the vesting of rightsto Matching Contributions and Profit-sharing Contributions under the CPChem401(k) Plan. If the Participant terminates employment prior to having three (3)years of vesting service under the CPChem 401(k) Plan, then such Participantshall forfeit the entire portion of the Participant’s Account attributable toMatching Contributions (and deemed earnings and losses thereon).

 

(b)                                 AParticipant has a 100% nonforfeitable interest in amounts credited to hisAccount attributable to RPV Awards (i) upon disability (as that term is definedin the RPV Plan), or (ii) upon the Participant’s termination of service (asthat term is defined in the RPV Plan) due to retirement (as that term is 

 

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definedin the RPV Plan), layoff, transfer to Chevron or ConocoPhillips, or death. If aParticipant terminates employment for any reason other than retirement, layoff,transfer to a Chevron or ConocoPhillips, or death, the Participant shallforfeit the entire portion of the Participant’s Account attributable to RPVAwards (and deemed earnings and losses thereon). Notwithstanding the foregoing,any Participant who is a Participant in the RPV Plan as of January 1, 2006 willbecome fully vested in the entire portion of his Account attributable to RPVAwards (and deemed earning and losses thereon) upon his Termination ofEmployment, without regard to the cause of the Termination of Employment.

 

**6.2****                               Death.**If a Participant dies before the distribution of his or her Account hascommenced, or before such distribution has been completed, the Participant’sdesignated Beneficiary or Beneficiaries will be entitled to receive the balanceor remaining balance of his or her vested Account, plus any amounts thereaftercredited to his or her Account. Distribution to the Beneficiary orBeneficiaries will be made in a lump sum on the Payment Date following theParticipant’s death.

 

A Participant may designate a Beneficiary orBeneficiaries, or change any prior designation of Beneficiary or Beneficiariesby giving notice to the DCP Committee on a form designated by the DCP Committee.If more than one person is designated as the Beneficiary, their respectiveinterests shall be as indicated on the designation form. However, if theParticipant is married at the time benefits commence (or upon his death), hemust have obtained spousal consent to any non-spouse Beneficiary to becomeeffective.

 

A copy of the death notice or othersufficient documentation must be filed with and approved by the DCP Committee. Ifupon the death of the Participant there is, in the opinion of the DCPCommittee, no designated Beneficiary for part or all of the Participant’svested Account (or the designation is not effective because no spousal consenthas been provided), such amount will be paid to the Participant’s survivingspouse or, if none, to his or her estate (such spouse or estate shall be deemedto be the Beneficiary for purposes of the Plan). If a Beneficiary dies afterbenefits to such Beneficiary have commenced, but before they have beencompleted, and, in the opinion of the DCP Committee, no person has beendesignated to receive such remaining benefits, then such benefits shall be paidto the deceased Beneficiary’s estate. In determining whether any person namedas a Beneficiary is living at the time of a Participant’s death, if such personand the Participant died in a common disaster and there is insufficientevidence to determine which person died first, then it shall be deemed that theBeneficiary died first.

 

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***ARTICLE 7 -  DISTRIBUTION OF BENEFITS***

*** ***

**7.1****                               Amountof Benefits.**The vested value of a Participant’s Account shall constitutethe basis for the value of benefits payable to the Participant under the Plan.

 

**7.2****                               Determinationof Method of Distribution to Participants.**Distributions under the Plan toa Participant shall be made in a lump sum in cash or under a systematicwithdrawal plan of installments made not less frequently than annually, incash, over a five (5), ten (10), or fifteen (15) year period certain. Distributionsshall commence upon (a) the Payment Date following the Participant’sTermination of Employment, (b) the Payment Date following the Participant’s oneyear anniversary of his Termination of Employment, or (c) a date certain afterthe completion of a deferral period of at least two (2) years (provided,however, that Section 7.2(c) shall not be available for RPV Awarddistributions). Subject to Section 7.5, the Participant will request thetime and method of distribution of benefits in accordance with the rulesestablished by the DCP Committee and Section 409A. If the Participant does notproperly request the time or method of distribution, the time and method shallbe a lump sum upon the Payment Date following his Termination of Employment.

 

Notwithstanding the foregoing, a transfer of employment toConocoPhillips or Chevron shall not be deemed to constitute a “Terminationof Employment” until such subsequent Termination of Employment fromConocoPhillips or Chevron. In such case, payments to the Participant under thisPlan shall be made in the form elected under the Deferral Agreement andcommence on the Payment Date elected above, if permitted by Section 409A andthe applicable guidance thereunder; otherwise, payments shall commence as ofthe Payment Date following the Participant’s two (2) year anniversary of hisTermination of Employment from the Employer.

 

A Participant may make one or more subsequent elections to change thetime or form of a distribution for a deferred amount, but any such electionmade on or after January 1, 2006 shall be effective only if the following conditionsare satisfied:

 

(i)                                     Theelection may not take effect until at least twelve (12) months after the dateon which the election is made;

 

(ii)                                  Adistribution may not be made earlier than at least five (5) years from the datethe distribution would have otherwise been made (or commenced to be made forinstallments); and

 

(iii)                               Inthe case of an election to change the time or form of a distribution underSection 7.2(c), the election must be made at least twelve (12) months beforethe date of the first scheduled distribution.

 

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**7.3****                               Distributionon Disability.**Notwithstanding the provisions of Section 7.2, aParticipant will receive distributions due to becoming Disabled. Distributionsunder the Plan to a Disabled Participant shall be made in a lump sum in cash orunder a systematic withdrawal plan of installments made not less frequentlythan annually, in cash, over a five (5), ten (10), or fifteen (15) year periodcertain as initially elected pursuant to Section 7.2. Distributions shallcommence upon (a) the Payment Date following Disability if the Participantelected Section 7.2(a) above, (b) the Payment Date following the Participant’sone year anniversary of his Disability if the Participant elected Section7.2(b) above, or (c) a date certain if the Participant elected Section 7.2(c)above. If the Participant does not properly elect the time or method ofdistribution under Section 7.2, the time and method shall be a lump sum uponthe Payment Date following his Disability.

 

**7.4****                               Noticeto Trustee.**If amounts are held pursuant to a Trust, the DCP Committee willnotify the Trustee in writing whenever any Participant or Beneficiary isentitled to receive benefits under the Plan. The DCP Committee’s notice shall indicatethe form, amount and frequency of benefits that such Participant or Beneficiaryshall receive in accordance with Section 7.2 or 7.3.

 

**7.5****                               UnforeseeableEmergency.**Notwithstanding the provisions of Section 7.2, aParticipant may request a distribution due to an unforeseeable emergency inaccordance with Section 409A. Specifically, an Unforeseeable Emergency isdefined as a severe financial hardship of the Participant resulting from:

 

(a)                                  Anillness or accident of the Participant, the Participant’s spouse or theParticipant’s dependent (as defined in Code section 152(a));

 

(b)                                 Theloss of the Participant’s property due to casualty; or

 

(c)                                  Othersimilar extraordinary and unforeseeable circumstances arising as a result ofevents beyond the control of the Participant.

 

Therequest for such a distribution must be in writing and must be submitted to theDCP Committee along with evidence that the circumstances constitute anunforeseeable emergency and must comply with any other requirements imposed bySection 409A and applicable guidance thereunder. The DCP Committee has thediscretion to require whatever evidence it deems necessary to determine whethera distribution shall be made. The amounts distributed with respect to an Unforeseeable Emergency maynot exceed the amounts necessary to satisfy such unforeseeable emergency plusamounts necessary to pay taxes reasonably anticipated as a result of thedistribution, after taking into account the extent to which such hardship is ormay be relieved through reimbursement or compensation by insurance or otherwiseor by liquidation of the Participant’s assets (to the extent the liquidation ofsuch assets would not itself cause severe financial hardship) or by cessationof deferrals under the Plan. The distribution will be made in the formof a single lump sum. If a Participant who has commenced receiving installmentpayments requests and is granted an Unforeseeable Emergency distribution, theDCP Committee

 

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willaccelerate the payments into a single lump sum, provided the lump sum does notexceed the amount reasonably necessary to satisfy the Unforeseeable Emergency.

 

**7.6****                               Cashoutsof Amounts Not Exceeding $10,000.**Any other provision of thisArticle 7 notwithstanding, if the vested portion of a Participant’sAccount equals $10,000 or less on the date of the Participant’s Termination ofEmployment or Disability, then the Company will distribute such amount to theParticipant in a single lump sum in cash upon the Payment Date following hisTermination of Employment or Disability.

 

**7.7****                               Effectof Early Taxation**. If a portion of the Participant’s Account balance isincludible in income under Section 409A, such portion shall be distributedimmediately to the Participant.

 

**7.8****                               PermittedDelays**. Notwithstanding the foregoing, any payment to a Participant underthe Plan may be delayed upon the DCP Committee’s determination that one or moreof the following events may occur:

 

(a)                                  The Employer’s deduction with respect to suchpayment otherwise would be limited or eliminated by application of Code section162(m);

 

(b)                                 The making of the payment would violate aterm of a loan agreement to which the Company or one of its AffiliatedEmployers is a party, or other similar contract to which the Company or one ofits Affiliated Employers is a party, and such violation would cause materialharm to the Company or one of its Affiliated Employers; or

 

(c)                                  The making of the payment would violateFederal securities laws or other applicable law;

 

provided, that any payment subject to this Section 7.7 shall ultimatelybe paid in accordance with Section 409A.

 

**7.9****                               Adjustmentfor Investment Experience.**If any distribution under this Article 7 is notmade in a single payment, the amount remaining in the Account after thedistribution will be subject to adjustment until distributed to reflect theincome and gain or loss on the investments in which such amount is treated asinvested.

 

***ARTICLE 8 -  AMENDMENT AND TERMINATION***

*** ***

**8.1****                               Amendmentby the Company.**The Company reserves the authority to amend the Plan byexecuting an amendment or restatement of the Plan. Except as otherwisespecified, such changes are to be effective on the effective date of suchamendment or restated Plan document. Any such change notwithstanding, theParticipant’s Account shall not be reduced by such change below the amount towhich the Participant would have been entitled if he or she had voluntarilyleft the employ of the Employer immediately prior to the date of the change. Inaddition, the Company may from time to time make any amendment to the Plan thatmay be necessary to satisfy the Code or ERISA.

 

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**8.2****                               RetroactiveAmendments.**An amendment made by the Company in accordance with Section 8.1may be made effective on a date prior to the first day of the Plan Year inwhich it is adopted if such amendment is necessary or appropriate to enable thePlan and Trust to satisfy the applicable requirements of the Code or ERISA orto conform the Plan to any change in federal law or to any regulations orruling thereunder. Any retroactive amendment by the Company shall be subject tothe provisions of Section 8.1.

 

**8.3****                               PlanTermination.**The Plan has been adopted with the intention and expectationthat it will be continued indefinitely. Each Employer, however, reserves theright to terminate the Plan, in accordance with Section 12.2, with respectto all or certain of its participating Eligible Employees. However, eachEmployer has no obligation or liability whatsoever to maintain the Plan for anylength of time and may discontinue contributions under the Plan or terminatethe Plan at any time by written notice delivered to the Trustee without anyliability hereunder for any such discontinuance or termination.

 

**8.4****                               Distributionupon Termination of the Plan.**Upon termination of the Plan, or as to anyparticular Employer, no further contributions shall be made under the Plan, butthe Participant’s Account maintained under the Plan at the time of terminationshall continue to be governed by the terms of the Plan until paid out inaccordance with the terms of the Plan.

 

***ARTICLE 9 -  THE TRUST***

*** ***

**9.1****                               Establishmentof Trust.**The Company may establish a Trust between the Company and theTrustee, in accordance with the terms and conditions as set forth in a separateagreement, under which any contributions to the Trust are held, administeredand managed, subject to the claims of the Company’s creditors in the event ofthe Company’s insolvency, until paid to the Participant and/or hisBeneficiaries specified in the Plan. Such a Trust will be intended to betreated as a grantor trust under the Code, and the establishment of the Trustshall not cause any Participant to realize current income on amountscontributed thereto.

 

**9.2****                               Investmentof Trust Funds.**Any amounts contributed to the Trust by the Employer shallbe invested by the Trustee in accordance with the provisions of the Trust andthe instructions of the Company. Trust investments need not reflect thehypothetical investments selected by Participants under Section 5.1 forthe purpose of adjusting Accounts and the earnings or investment results of theTrust shall not affect the hypothetical investment adjustments to ParticipantAccounts under the Plan.

 

**9.3****                               InformationBetween Employer and Trustee.**The Employer agrees to furnish the Trustee,and the Trustee agrees to furnish the Employer with such information relatingto the Plan and Trust as may be required by the other in order to carry outtheir respective duties hereunder, including without limitation informationrequired under the Code or ERISA and any regulations issued or forms adoptedthereunder.

 

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***ARTICLE 10 -  MISCELLANEOUS***

*** ***

**10.1****                        UnsecuredGeneral Creditor of the Employer.**Participants and their Beneficiaries,heirs, successors and assigns shall have no legal or equitable rights,interests or claims in any property or assets of the Employer. For purposes ofthe payment of benefits under the Plan, any and all of the Employer’s assetsshall be, and shall remain, the general, unpledged, unrestricted assets of theEmployer. Each Employer’s obligation under the Plan shall be merely that of anunfunded and unsecured promise to pay money in the future.

 

**10.2****                        Employer’sLiability.**Each Employer’s liability for the payment of benefits under thePlan shall be defined only by the Plan and/or by the Deferral Agreementsentered into between a Participant and the Employer. An Employer shall have noobligation or liability to a Participant under the Plan except as provided bythe Plan and/or a Deferral Agreement or agreements. An Employer shall have noliability to Participants employed by other Employers.

 

**10.3****                        Limitationof Rights.**Neither the establishment of the Plan and the Trust, nor anyamendment thereof, nor the creation of any fund or account, nor the payment ofany benefits, will be construed as giving to the Participant or any otherperson any legal or equitable right against the Employer, DCP Committee, Companyor Trustee, except as provided herein; and in no event will the terms ofemployment or service of the Participant be modified or in any way affectedhereby.

 

**10.4****                        NoAssignment of Benefits.**

 

(a)                                  Thebenefits provided under this Plan may not be alienated, assigned, transferred,pledged or hypothecated by any person, at any time, to any person whatsoever. Exceptas provided below, the benefits shall be exempt from the claims of creditors orother claimants and from all orders, decrees, levies, garnishment or executionsto the fullest extent allowed by law.

 

(b)                                 Notwithstandingthe preceding, benefits payable under the Plan shall be paid to theParticipant, the Participant’s spouse or the Participant’s Beneficiary inaccordance with the provisions of this Plan except to the extent that suchbenefits are required to be paid to an alternate payee under the provisions ofa qualified domestic relations order (a “QDRO”) which satisfies therequirements of section 414(p) of the Code. The provisions set forth in the CPChemRetirement Plan applicable to QDROs shall apply to the determination of whetherany such order satisfies the requirements of section 414(p) of the Code. Further,such QDROs shall be administrated in accordance with the rules set forth in theCPChem Retirement Plan, the provisions of which are hereby incorporated byreference; provided, however, a benefit shall be payable to an alternate payeeunder this Plan only at the time payment of the Participant’s benefit commencesunder this Plan pursuant to Article 7. Neither this Plan, the DCP Committee,the Affiliated Employers nor the Company shall be liable in any manner to anyperson,

 

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including the Participant, Participant’s spouse, or Participant’s Beneficiary,for complying with any such court order or judgment.

 

**10.5****                        Facilityof Payment.**If the DCP Committee determines, on the basis of medicalreports or other evidence satisfactory to the DCP Committee, that the recipientof any benefit payments under the Plan is incapable of handling his affairs byreason of minority, illness, infirmity or other incapacity, the Employer maydisburse (or the Company may direct the Trustee to disburse, if applicable)such payments to a person or institution designated by a court which hasjurisdiction over such recipient or a person or institution otherwise havingthe legal authority under State law for the care and control of such recipient.The receipt by such person or institution of any such payments therefore, andany such payment to the extent thereof, shall discharge the liability of theEmployer or the Trust for the payment of benefits hereunder to such recipient.

 

**10.6****                        Notices.**Any notice or other communication in connection with the Plan shall bedeemed delivered in writing if addressed as provided below and if eitheractually delivered at said address or, in the case of a letter, five businessdays shall have elapsed after the same shall have been deposited in the UnitedStates mails, first-class postage prepaid and registered or certified.

 

Ifit is sent to the Employer or the Company, it will be at the address specifiedby the Employer. If it is sent to the Trustee, it will be sent to the addressset forth in the Trust agreement; or, in each case at such other address as theaddressee shall have specified by written notice delivered in accordance withthe foregoing to the addressor’s then effective notice address.

 

**10.7****                        GoverningLaw.**The Plan will be construed, administered and enforced according toERISA, and to the extent not preempted thereby, the laws of the State of Texas.

 

**10.8****                        Successors and Mergers, and/orConsolidation.**The terms and conditions of this Plan shall inure to thebenefit of and bind the Employer and the Participants, their successors,assignees, and personal representatives. If substantially all of the stock,assets or partnership interests of the Employer are acquired by anothercorporation or entity or if the Employer is merged into, or consolidated withanother corporation or entity, then the obligations created hereunder shall beobligations of the acquirer or successor corporation or entity, without therequirement of further action by the acquirer or successor corporation orentity.

 

**10.9****                        Employment Not Affected by thePlan.**Neither the establishment of this Plan, or any modification thereof,nor the payment of any benefit shall be construed as giving any Participant orany other person any legal or equitable right against the Employer, nor asgiving any Employee or Participant the right to be retained in the employ ofthe Employer. All Employees shall remain subject to discharge to the sameextent as if this Plan had never been adopted.

 

**10.10****                 Severability.**In the event anyprovision of this Plan shall be held illegal or invalid for any reason, saidillegality or invalidity shall not affect the remaining provisions of this

 

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Plan,which shall be fully severable, and this Plan shall be construed and enforcedas if said illegal or invalid provisions had never been inserted.

 

***ARTICLE 11 -  PLAN ADMINISTRATION***

*** ***

**11.1****                        Powersand Responsibilities of the DCP Committee.**The DCP Committee has the fullpower and the full responsibility to administer the Plan in all of its details,subject, however, to the applicable requirements of ERISA. The DCP Committee’spowers and responsibilities include, but are not limited to, the following:

 

(a)                                  Tomake and enforce such rules and regulations as it deems necessary or proper forthe efficient administration of the Plan;

 

(b)                                 Tointerpret the Plan, its interpretation thereof in good faith to be final andconclusive on all persons claiming benefits under the Plan;

 

(c)                                  Toadminister the review procedures specified in Section 11.2;

 

(d)                                 Tocomply with the reporting and disclosure requirements of Part 1 of Subtitle Bof Title I of ERISA; and

 

(e)                                  Toretain counsel, employ agents, and provide for such clerical, accounting andconsulting services as they may require in carrying out the provisions of thePlan; and may allocate among themselves or delegate to other persons all orsuch portion of their duties under the Plan as they in their sole discretion,shall decide. Each member of the DCP Committee shall be fully justified inrelying upon or acting in good faith upon any opinion, report, or informationfurnished in connection with the Plan by any accountant, counsel, or otherspecialist so retained (including financial officers of the Company, whether ornot such persons are Participants in the Plan).

 

TheDCP Committee’s interpretation and construction of the provisions of the Planand rules and regulations adopted by the DCP Committee shall be final. Nomember of the DCP Committee shall be liable for any action taken, ordetermination made, in respect of the Plan in good faith. Notwithstanding anyother provision of the Plan, the Plan shall be interpreted, operated andadministered in accordance with Section 409A.

 

**11.2****                        Claims and Review Procedures.**

 

(a)                                  **Filing a Claim**. A Participant or his authorizedrepresentative may file a claim for benefits under the Plan. Any claim must bein writing and submitted to the DCP Committee at such address as may bespecified from time to time. Claimants will be notified in writing of approvedclaims, which will be processed as claimed. A claim is considered approved onlyif its approval is communicated in writing to a claimant.

 

(b)                                 **Denial of Claim**. In the case of the denial of a claimrespecting benefits paid or payable with respect to a Participant, a writtennotice will be furnished to the

 

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claimant within ninety (90) days of the date on which the DCP Committeereceives the claim. If special circumstances (such as for a hearing) require alonger period, the claimant will be notified in writing, prior to theexpiration of the ninety (90) day period, of the reasons for an extension oftime; provided, however, that no extensions will be permitted beyond ninety(90) days after the expiration of the initial ninety (90) day period.

 

(c)                                  **Reasons for Denial**. A denial or partial denial of a claimwill be dated and signed by the DCP Committee and will clearly set forth:

 

(i)                                     thespecific reason or reasons for the denial;

 

(ii)                                  specificreference to pertinent Plan provisions on which the denial is based;

 

(iii)                               adescription of any additional material or information necessary for theclaimant to perfect the claim and an explanation of why such material orinformation is necessary; and

 

(iv)                              anexplanation of the procedure for review of the denied or partially denied claimset forth below, including the claimant’s right to bring a civil action underERISA section 502(a) following an adverse benefit determination on review.

 

(d)                                 **Review of Denial**. Upon denial of a claim, in whole or inpart, a claimant or his duly authorized representative will have the right tosubmit a written request to the DCP Committee for a full and fair review of thedenied claim by filing a written notice of appeal with the DCP Committee withinsixty (60) days of the receipt by the claimant of written notice of the denialof the claim. A claimant or the claimant’s authorized representative will have,upon request and free of charge, reasonable access to, and copies of, alldocuments, records, and other information relevant to the claimant’s claim forbenefits and may submit issues and comments in writing. The review will takeinto account all comments, documents, records, and other information submittedby the claimant relating to the claim, without regard to whether such informationwas submitted or considered in the initial benefit determination.

 

If the claimant fails to file a request for review within sixty (60)days of the denial notification, the claim will be deemed abandoned and theclaimant precluded from reasserting it. If the claimant does file a request forreview, his request must include a description of the issues and evidence hedeems relevant. Failure to raise issues or present evidence on review willpreclude those issues or evidence from being presented in any subsequentproceeding or judicial review of the claim.

 

(e)                                  **Decision Upon Review**. The DCP Committee will provide aprompt written decision on review. If the claim is denied on review, thedecision shall set forth:

 

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(i)                                     thespecific reason or reasons for the adverse determination;

 

(ii)                                  specificreference to pertinent Plan provisions on which the adverse determination isbased;

 

(iii)                               astatement that the claimant is entitled to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records, and otherinformation relevant to the claimant’s claim for benefits; and

 

(iv)                              astatement describing any voluntary appeal procedures offered by the Plan andthe claimant’s right to obtain the information about such procedures, as wellas a statement of the claimant’s right to bring an action under ERISA section502(a).

 

A decision will be rendered no more than sixty (60) days after the DCPCommittee’s receipt of the request for review, except that such period may beextended for an additional sixty (60) days if the DCP Committee determines thatspecial circumstances (such as for a hearing) require such extension. If anextension of time is required, written notice of the extension will befurnished to the claimant before the end of the initial sixty (60) day period.

 

(f)                                    **Finality of Determinations; Exhaustion of Remedies.**To theextent permitted by law, decisions reached under the claims procedures setforth in this Section shall be final and binding on all parties. No legalaction for benefits under the Plan shall be brought unless and until theclaimant has exhausted his remedies under this Section. In any such legalaction, the claimant may only present evidence and theories, which the claimantpresented during the claims procedure. Any claims, which the claimant does notin good faith pursue through the review stage of the procedure, shall betreated as having been irrevocably waived. Judicial review of a claimant’sdenied claim shall be limited to a determination of whether the denial was anabuse of discretion based on the evidence and theories the claimant presentedduring the claims procedure.

 

(g)                                 **Limitations Period**. Any suit or legal action initiated by aclaimant under the Plan must be brought by the claimant no later than one yearfollowing a final decision on the claim for benefits by the DCP Committee. Theone-year limitation on suits for benefits will apply in any forum where aclaimant initiates such suit or legal action.

 

**11.3****                        PlanAdministrative Costs.**All reasonable costs and expenses (including legal,accounting, and employee communication fees) incurred by the DCP Committee andthe Trustee in administering the Plan and Trust shall, unless allocable to theAccounts of particular Participants, be charged against the Accounts of allParticipants on a pro rata basis or in such other reasonable manner as may bedirected by the DCP Committee. Notwithstanding the foregoing, the Employer may,in its sole discretion, elect to pay all such reasonable costs and expenses.

 

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***ARTICLE 12 -  PARTICIPATING EMPLOYERS***

*** ***

**12.1****                        Adoptionof the Plan.**As of January 1, 2005, each entity listed on Appendix Ais an Employer. In addition, this Plan may be adopted by additional Employersprovided that any such adoption is with the approval of the Company. Anyadoption of this Plan by an additional Employer shall be pursuant to suchauthority as is required by such Employer’s governing body, a copy of whichshall be filed with the Company.

 

**12.2****                        Terminationof Plan Participation.**Each Employer may cease to participate in the Planwith respect to its Employees by executing a resolution adopted pursuant tosuch authority as is required by such Employer’s governing body, provided,however, that such termination may not reduce the obligation of the Employer toany Participant below the amount to which the Participant would have beenentitled under the Plan as in effect immediately prior to the Employer’s terminationof Plan participation. A copy of such resolution shall be filed with theCompany.

 

 

IN WITNESS WHEREOF, the Company by its dulyauthorized officer(s), has caused the Plan to be amended and restated on the 

24 day of February, 2006.

 

 

**Chevron Phillips Chemical CompanyLP**

 

 
| By:    | */s/ James L. Gallogly*               |   |
|--------|---------------------------------------|--------|
|   |                                  |
| Title: | President and Chief Executive Officer |   |

 

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**APPENDIX A**

 

**Participating Employers**

 

In addition to theCompany, Chevron Phillips International Corporation is an “Employer” within themeaning of Section 1.2(u) of the Plan. In addition, such other participatingemployers may be designated in accordance with rules prescribed by the Company.

 

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