**Exhibit 10.9**

 

# **CHEVRON PHILLIPS CHEMICALCOMPANY LP**

**EXECUTIVEFINANCIAL PLANNING PROGRAM**

 

**SECTION 1 - PURPOSE**

 

The purpose of the Chevron PhillipsChemical Company LP Executive Financial Planning Program is to assistexecutives with expenses incurred for financial planning.

 

**SECTION 2 - DEFINITIONS**

 

Thefollowing defined terms are capitalized throughout the text of this documentwhen they are intended to have the meaning set forth in the definitions below:

 

2.01                           “AnnualMaximum Benefit” means the maximum amount that the Company will pay forexpenses incurred during a given calendar year for Services provided to aParticipant by a Provider, as more particularly described in Exhibit 1.

 

2.02                           “Company” means Chevron PhillipsChemical Company LP and any successor thereto.

 

2.03                           “Disability”means disability as determined under the Chevron Phillips Chemical Company LPLong-Term Disability Plan.

 

2.04                           “Participant” means any employee whomeets the requirements set forth in Section 3 of the Program.

 

2.05                           “Program” means the Chevron PhillipsChemical Company Executive Financial Planning Program, as set forth in thisdocument and as amended from time to time.

 

2.06                           “Provider”means a person, firm, or other entity selected by a Participant from time totime to provide Services; provided, however, that in no event may said Providerbe the Company’s current general auditor without the specific writtenauthorization of the Company’s Chief Financial Officer.

 

2.07                           “Retirement”****meansan Employee’s termination of service in connection with the attainment of anyapplicable early retirement age or normal retirement age as defined in theChevron Phillips Chemical Company LP Retirement Plan.

 

2.08                           “Services”means the following financial planning services:

 

(i)                                    FinancialStatement Preparation;

(ii)                                 CashFlow Planning and Debt Management;

(iii)                              IncomeTax Planning;

(iv)                             InvestmentPlanning;

 

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(v)                                Lifeand Disability Insurance Planning;

(vi)                             Estateand Gift Planning;

(vii)                          RetirementPlanning;

(viii)                       IncomeTax preparation;

(ix)                               Suchother services as the Company may elect from time to time; and

(x)                                  Legalservices associated with the services listed above.

 

Wherever appropriateas used herein, the masculine designation includes the feminine and thesingular includes the plural.

 

**SECTION 3 - ELIGIBILITY**

 

Regular, full-time,salaried employees of the Company who are classified as Salary Grade 93 andhigher are eligible to participate in the Program.  Participation in the Program will normallycontinue through the calendar year the Participant’s employment status changes due to Retirement orDisability.  If the Participant’semployment status changes during the calendar year due to reasons other thanRetirement or Disability, Participant’s participation in the Program willterminate as of the effective date of Participant’s employment status change,in which event the Company will be responsible for payment of any expenses forServices provided to the Participant through such date up to the Participant’sAnnual Maximum Benefit.

 

**SECTION 4 – GENERAL OPERATION OF THE PROGRAM**

 

(a)                                  Underthe Program, a Participant may select a Provider to provide Services. More thanone Provider may be used in a given calendar year; provided, however, themaximum amount that the Company will pay for all expenses incurred by aParticipant for all Services provided during a calendar year shall not exceedthe Maximum Annual Benefit.  Legalservices associated with Services identified in paragraphs (i) through (ix) of Section2.08 may be provided by a different Provider than the Provider providing saidServices.

 

(b)                                 TheCompany will pay the Provider up to the Annual Maximum Benefit for expensesincurred by the Participant for such Services provided during the calendar yearin question.  The Participant will beresponsible for any expenses for Services obtained during the calendar year inquestion that exceed the Participant’s Annual Maximum Benefit for said calendaryear.  Such excess expenses are noteligible for carryover.  Likewise, if Participant has not fullyutilized the Participant’s Annual Maximum Benefit for the calendar year inquestion by the end of said calendar year, the balance of any Annual MaximumBenefit remaining will be forfeited.

 

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(c)                                  Uponselection of a Provider, the Participant will inform the Provider ofParticipant’s Maximum Annual Benefit and the Services which are subject topayment by the Company under the Program. The Provider shall invoice Participant, with a copy to the Company, forthe Services provided.  More than oneinvoice may be submitted during a given calendar year. All invoices forServices performed during a calendar year must be submitted by January 31 ofthe following calendar year; invoices submitted after January 31 will not beeligible for payment by the Company. Each invoice must describe the Services provided and identify the periodin which such Services are provided.  The Company will immediately notify the Participant when the Participanthas met his or her Maximum Annual Benefit for the calendar year in question.

 

**SECTION 5 – GENERAL ADMINISTRATION OF THE PROGRAM**

 

**5.01****                        AdministrationAuthority** - The overall responsibility for the administration andcontrol of this Program resides with the Compensation Committee of the Board ofDirectors of Chevron Phillips Chemical Company LLC.  The Compensation Committee shall delegate tothe President and Chief Executive Officer of the Company (“CEO”) the authorityand responsibility for the general day to day administration and operation ofthe Program, including

 

•                  the authority toissue and implement such rules as the CEO deems appropriate to administer theProgram;

 

•                  the authority tointerpret Program provisions and make factual determinations under the Programincluding the power to determine eligibility, and the right to remedyambiguities, inconsistencies or omissions in Program provisions;

 

•                  the authority togrant exceptions to the Program (although not to amend the Program or itsterms), provided the cost to the Company as a result does not exceed 10% of theannual cost of the Program; and

 

•                  the authority toappoint or designate such person or persons the CEO deems necessary oradvisable to carry out administrative duties under the Program.

 

Subject to the authority of the CompensationCommittee, any decision by the CEO under or with respect to the Program shallbe final, binding and conclusive on all persons and parties concerned.  However, the CEO shall not have the authorityto interpret or grant an exception to the Program in matters pertaining tohimself.

 

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The Company shall have no liability with respect tothe Services provided to Participants and each Participant shall release theCompany, its subsidiaries and affiliates and their officers, directors andemployees for all liabilities that arise from or in connection with theServices.

 

**5.02****                        Amendmentand Termination** – The Company, by action of the Board of Directors ofChevron Phillips Chemical Company LLC or the Compensation Committee, may amendor terminate the Program at any time, provided, however, that no such amendmentor termination shall adversely affect a Participant’s right to payment forServices rendered to him prior to such amendment or termination.

 

**5.03****                        Payments**– Company will pay all benefits arising under this Program and all costs,charges and expenses relating thereto from the general assets of the Company.

 

**5.04****                        Statusof Program** - The benefits under this Program shall not be funded, butshall constitute liabilities by the Company payable when due.

 

**5.05****                        Non-guaranteeof Employment** - Nothing contained in this Program shall be construed asa contract of employment between the Company and any Participant, or as a rightof any Participant to be continued in employment of the Company, or as alimitation on the right of the Company to discharge any of its employees, withor without cause or notice.

 

**5.06****                        ApplicableLaw** - All questions pertaining to the construction, validity and effectof the Program shall be determined in accordance with the laws of the UnitedStates and, to the extent not preempted by such laws, by the laws of the Stateof Texas.

 

 
| **Chevron Phillips Chemical Company LP** |
|------------------------------------------|
|                                     |
|                                     |
| By                                       |   |   |
|                                     | James L. Gallogly |
|                                     | President  and Chief Executive Officer |
|                                     |   |
|                                     |   |
|                                     | Dated: |   |   |
|                                          |  |  |  |

 

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###### EXHIBIT I

 

The Maximum AnnualBenefit to be provided under the Program is:

 

•                  $10,000 percalendar year for Participants who are classified in Salary Grade 99.

 

•                  $5,000 percalendar year for Participants who are classified in Salary Grades 95-97;provided, however, that for the first calendar year of participation and thelast calendar year of participation upon Retirement or Disability only, theMaximum Annual Benefit is $10,000.

 

•                  $3,000 percalendar year for all Participants who are classified in Salary Grades 93-94;provided, however, that for the first calendar year of participation and thelast calendar year of participation upon Retirement or Disability only, theMaximum Annual Benefit is $6,000.

 

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