**Exhibit 10.5**

 

**CHEVRON PHILLIPSCHEMICAL COMPANY LP**

 

**SUPPLEMENTALEXECUTIVE RETIREMENT PLAN**

 

**(As Amended andRestatedEffective January 1, 2005)**

 

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**CHEVRONPHILLIPS CHEMICAL COMPANY LP**

**SUPPLEMENTALEXECUTIVE RETIREMENT PLAN**

**(AsAmended and Restated Effective January 1, 2005)**

 

**TABLE OFCONTENTS**

 

 
| **Section** | ** ** | ** **                                                          | ** ** | **Page** |
|-------------|------------|---------------------------------------------------------------------|------------|----------|
|        |       |                                                                |       |     |
| I           |       | Purpose                                                             |       | 1        |
| II          |       | Interpretation and  Definitions                                     |       | 1        |
| III         |       | Administration of Plan                                              |       | 5        |
| IV          |       | Supplemental Retirement  Benefits & Supplemental Death Benefits |       | 6        |
| V           |       | Time and Form of  Payment                                           |       | 7        |
| VI          |       | Source of Payment                                                   |       | 8        |
| VII         |       | Withholding                                                         |       | 9        |
| VIII        |       | Right to Amend, Modify,  Suspend or Terminate                       |       | 9        |
| IX          |       | Claim Review Procedure                                              |       | 9        |
| X           |       | Miscellaneous                                                       |       | 11       |
|        |       | Appendix A                                                          |       | 13       |

 

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**CHEVRONPHILLIPS CHEMICAL COMPANY LP**

**SUPPLEMENTALEXECUTIVE RETIREMENT PLAN**

**(AsAmended and Restated Effective January 1, 2005)**

 

**SECTION I**

**Purpose**

 

The purpose of thisamended and restated Supplemental Executive Retirement Plan (the “Plan”)  is to provide retirement benefits to certaineligible employees (“SERP Members”) of Chevron Phillips Chemical Company LP andcertain Affiliated Employers that adopt this Plan (collectively, the “ParticipatingEmployers”). These benefits are in addition to the retirement benefits that maybe payable under the Chevron Phillips Chemical Company LP Retirement Plan (the “RetirementPlan”). To accomplish this, the Participating Employers intend to makesupplemental pension and, if appropriate, survivor benefit payments, under theterms and conditions described below, to those SERP Members and anybeneficiaries of SERP Members whose pension or survivor benefits payable underthe Retirement Plan are reduced by reason of (a) the limitations imposed undersections 401(a)(17) and/or 415 of the Code, or (b) their deferral ofcompensation under the Deferred Compensation Plan (as defined below). Inaddition, the benefit payable to a SERP Member may be increased due to the useof the definitions of “SERP Compensation” and “SERP Highest Average Earnings”set forth below.

 

The Plan is intended tobe an “excess benefit plan” that is an unfunded deferred compensation planwithin the meaning of Section 3(36) of the Employee Retirement Income SecurityAct of 1974, as amended (“ERISA”), and, to the extent it is not an excess benefitplan, it is an unfunded deferred compensation program maintained “for a selectgroup of management or highly compensated employees” within the meaning ofTitle I of ERISA, and shall be implemented and administered in a mannerconsistent with this intention. It is also intended that the Plan comply withthe requirements of Section 409A of the Internal Revenue Code, as added by theAmerican Jobs Creation Act of 2004 (“Section 409A”), except with respect toSERP Members (or SERP Beneficiaries) covered by Appendix A.

 

The Plan was originallyestablished effective January 1, 2001.

 

The Plan is, except asotherwise set forth in the document, amended and restated effective January 1,2005.

 

**SECTIONII**

**Interpretationand Definitions**

 

# **A.**                                    Interpretation

# ** **

**(1)****                                 General.**Unless a clear contrary intention appears, for purposes of construction ofthis Plan:

 

(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

 

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referenceto a person in a particular capacity excludes such person in any other capacityor individually;

 

(iii)                               referenceto any gender includes the other gender;

 

(iv)                              referenceto the Plan means the Plan as amended or modified and in effect from time totime in accordance with the terms thereof;

 

(v)                                 referenceto any law means such law as amended, modified, codified, replaced or reenacted,in whole or in part, and in effect from time to time, including rules andregulations promulgated thereunder, and reference to any section or otherprovision of any law means that provision of such law from time to time ineffect 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 the Plan asa whole and not to any particular article, section or other provision 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.

 

(2)                                  **Accounting Terms.**Unless expressly otherwise provided,accounting terms shall be construed and interpreted, and accountingdeterminations and computations shall be made, in accordance with generallyaccepted accounting principles.

 

# **B.**                                    Definitions

# ** **

(1)                                  **“Affiliated Employer”** shall have themeaning set forth in the Retirement Plan.

 

(2)                                  **“Basic Death Benefit”** means the benefitpayable under the Retirement Plan to the Beneficiary of a SERP Member onaccount of the death of the SERP Member.

 

(3)**                                  “Basic RetirementBenefit”** means the benefit payable under the Retirement Plan to a SERPMember.

 

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(4)**                                  “Chevron”** meansChevron Corporation, or such entity as may be controlled by ChevronCorporation, that directly or indirectly holds a membership interest in theCompany.

 

(5)**                                  “Code”** means theInternal Revenue Code of 1986, as amended.

 

(6)                                  **“Company”** means Chevron Phillips ChemicalCompany LP.

 

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

 

(8)                                  **“Deferred Compensation Plan”** means theChevron Phillips Chemical Company LP Executive Deferred Compensation Plan.

 

(9)**                                  “Member”** shallhave the meaning set forth in the Retirement Plan.

 

(10)**                            “Parent Company”**meansChevron, ConocoPhillips, and their respective successors.

 

(11)                            **“Participating Employer”** means the Companyor any other Affiliated Employer participating in the Plan as provided inSection III.E.

 

(12)                            **“Plan”** means the Chevron Phillips ChemicalCompany LP Supplemental Executive Retirement Plan.

 

(13)                            **“Retirement Plan”** means the ChevronPhillips Chemical Company LP Retirement Plan.

 

(14)**                            “Separationfrom Service”** (or “Separated from Service”) means a “separation fromservice” within the meaning of Section 409A and applicable guidance thereunder.Generally, a separation from service occurs when a SERP Member ceases toprovide services for a Participating Employer and all Affiliated Employers.

 

(15)**                            “SERP Beneficiary”**means any person, persons, or entitydesignated by a SERP Member to receive any benefits payable in the event of theSERP Member’s death. If no SERP Beneficiary designation is in effect at theSERP Member’s death or if no person, persons, or entity so designated survivesthe SERP Member, the SERP Member’s surviving spouse, if any, shall be deemed tobe the SERP Beneficiary; otherwise, the SERP Beneficiary shall be the personalrepresentative of the estate of the SERP Member. In determining whether anyperson named as a SERP Beneficiary is living at the time of a SERP Member’sdeath, if such person and the SERP Member died in a common disaster and thereis insufficient evidence to determine which person died first, then it shall bedeemed that the SERP Beneficiary died first. Beneficiary designations inaccordance with this Section must be in writing and filed with the SERPCommittee.

 

(16)                            **“SERP Committee”** means two or moreindividuals designated by the Company to oversee the administration of thePlan.

 

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(17)                            **“SERP Compensation”** means “Compensation” asdefined in the Retirement Plan (without regard to Code section 401(a)(17)limits), but including management incentive bonuses paid pursuant to theCompany’s Annual Incentive Program, which shall be treated as “Compensation”for purposes of this Plan on the date the bonus is paid.

 

(18)                            **“SERP Highest Average Earnings”** means, withrespect to any SERP Member who is a Phillips Member, the SERP Member’s AverageFinal Compensation determined in the same manner such amount was calculatedunder the Phillips Plan as such plan was in effect on December 31, 2000. Thus,such an individual’s SERP Highest Average Earnings will be calculated by “decoupling”the Phillips Member’s compensation payable as a bonus, and the amount payableas base pay. The bonus amount shall consist of the sum of the 3 highest annualbonus payments during any 11 calendar year period, while the base pay portionshall consist of the Phillips Member’s base compensation based upon any 36consecutive month period preceding the termination of that Phillips Member’semployment, which produces the highest average. For this purpose, “PhillipsMember”, “Average Final Compensation”, and “Phillips Plan” shall have themeaning set forth in the Retirement Plan. With regard to all other SERPMembers, the term “SERP Highest Average Earnings” shall have the same meaningas “Highest Average Earnings” in the Retirement Plan.

 

(19)**                            “SERP Interest Rate”**means the rate of return (measured at the end of the preceding calendar year)for the Treasury constant maturity 10-year note plus 1% as published by theFederal Reserve Statistical Release – H.15 Selected Interest Rates. Should theFederal Reserve discontinue publishing this document, then the SERP InterestRate shall be based on a successor publication as determined by the Company.

 

(20)                            **“SERP Member”**means an employee of aParticipating Employer who has satisfied the eligibility requirements under theRetirement Plan, and who satisfies each of the following criteria:  (a) is determined by the Company 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(b) is designated by the Company as an employee who may participate in thePlan.

 

(21)                            **“Supplemental Death Benefit”**means the benefitcalculated under Section IV of the Plan and payable to the SERP Beneficiary.

 

(22)                            **“Supplemental Retirement Benefit”** means thebenefit calculated under Section IV of the Plan payable to a SERP Member.

 

(23)                            **“Unrestricted Death Benefit”** means the benefitthat would be payable under the Retirement Plan to the SERP Beneficiary of aSERP Member on account of death of such SERP Member, calculated:  (a) without regard to the limitations ofsections 401(a)(17) and 415 of the Code; (b) as if amounts deferred by the SERPMember under the Deferred Compensation Plan had been paid to the SERP Member inthe year so deferred; (c) utilizing “SERP Compensation” instead of “Compensation”as

 

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that term is defined inthe Retirement Plan; and (d) utilizing “SERP Highest Average Earnings” insteadof “Highest Average Earnings” as that term is defined in the Retirement Plan.

 

(24)                            **“Unrestricted Retirement Benefit”** means thebenefit that would be payable under the Retirement Plan to a SERP Member,calculated:  (a) without regard to thelimitations of sections 401(a)(17) and 415 of the Code; (b) as if amountsdeferred by the SERP Member under the Deferred Compensation Plan had been paidto the SERP Member in the calendar year so deferred; (c) utilizing “SERPCompensation” instead of “Compensation” as that term is defined in theRetirement Plan; and (d) utilizing “SERP Highest Average Earnings” instead of “HighestAverage Earnings” as that term is defined in the Retirement Plan.

 

**SECTIONIII**

# **Administrationof the Plan**

 

A.                                   ThePlan shall be administered by the SERP Committee. The SERP Committee will serveas such without additional compensation.

 

B.                                     Notwithstandingany other provision of the Plan, the Plan shall be interpreted, operated andadministered in accordance with Section 409A, except with respect to SERPMembers (or SERP Beneficiaries) covered by Appendix A.

 

C.                                     TheSERP Committee shall have all discretion and powers necessary to supervise theadministration of the Plan and to control its operation in accordance with itsterms, including, but not by way of limitation, the following powers:

 

(1)                                  Tointerpret the provisions of the Plan and to determine, in its sole discretion,any question arising under, or in connection with the administration oroperation of the Plan;

 

(2)                                  Toestablish and revise accounting methods for formulae for the Plan;

 

(3)                                  Todetermine the status and rights of SERP Members and SERP Beneficiaries;

 

(4)                                  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 SERP 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).

 

(5)                                  Toestablish rules for the performance of its powers and duties and for theadministration of the Plan;

 

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(6)                                  Tokeep all records and prepare all reports and disclosures necessary to complywith the reporting and disclosure requirements of ERISA and the Code and toestablish from time to time and at any time, subject to the limitations of thePlan as set forth herein, such rules and regulations and amendments supplementsthereto, as it deems necessary to comply with applicable law and for the properadministration of the Plan; and

 

(7)                                  Toadminister the claims procedures specified in Section IX.

 

D.                                    TheSERP Committee’s interpretation and construction of the provisions of the Planand rules and regulations adopted by the SERP Committee shall be final. Nomember of the SERP Committee shall be liable for any action taken, ordetermination made, in respect of the Plan in good faith.

 

E.                                      ThisPlan may be adopted by Affiliated Employers as the SERP Committee may approve,whereupon such entities shall become Participating Employers.

 

**SECTIONIV**

**SupplementalRetirement Benefits & Supplemental Death Benefits**

 

A.                                   Provideda SERP Member is vested in the Retirement Plan, the Supplemental RetirementBenefit for a SERP Member shall be an amount equal to the difference betweenhis Basic Retirement Benefit and his Unrestricted Retirement Benefit. For aSERP Member who has a Separation from Service on or after January 1, 2005, theSupplemental Retirement Benefit actually payable to the SERP Member shall becalculated with reference to the SERP Member’s actual Basic Retirement Benefit,determined at the time of the SERP Member’s Separation from Service from theParticipating Employer, regardless of whether the SERP Member elects tocommence the receipt of benefits from the Retirement Plan.

 

B.                                     EachSERP Beneficiary of a SERP Member shall be entitled to a Supplemental DeathBenefit as provided in this Section IV.B. if the SERP Beneficiary is entitledto the payment of a death benefit under the terms of the Retirement Plan. TheSupplemental Death Benefit payable to a SERP Beneficiary of a SERP Member shallbe an amount equal to the difference between the SERP Beneficiary’sUnrestricted Death benefit and his Basic Death Benefit.

 

C.                                     Forpurposes of this Plan, the determination of any amount payable in accordancewith the Plan shall, except as specifically set forth in this Plan, be made inthe same manner as such determination is made under the Retirement Plan(including, without limitation, the determination of the “Equivalent ActuarialValue” (as defined by the Retirement Plan) of any form of benefit payable underthis Plan).

 

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**SECTION V**

**Timeand Form of Payment**

 

A.

 

(1)                                  Exceptas otherwise provided herein, payments to a SERP Member under the Plan shall bemade in 5 annual installments commencing on January 1 of the calendar yearfollowing the calendar year of the SERP Member’s Separation from Service.

 

(2)                                  Notwithstandingthe foregoing, for purposes of this Section V only, a transfer of employment toa Parent Company shall not be deemed to constitute a “Separation ofService” until such subsequent Separation from Service from the Parent Company.In such case, payments to the SERP Member under this Plan shall be made in 5annual installments commencing on January 1 of the calendar year following thecalendar year of the SERP Member’s Separation from Service from the ParentCompany if permitted by Section 409A and the applicable guidancethereunder,  otherwise payments shall bemade in 5 annual installments commencing on January 1 immediately following the2 year anniversary of his Separation from Service from the ParticipatingEmployer.

 

B.                                     Notwithstandingthe foregoing, a SERP Member may subsequently elect to receive a lump sumpayment of his Supplemental Retirement Benefit under the Plan in accordancewith such procedures as may be established by the SERP Committee. In additionto such requirements as the SERP Committee may establish, effective January 1,2006:

 

(1)                                  Theelection may not take effect until at least 12 months after the date on whichthe election is made;

 

(2)                                  A distribution may not be made earlier thanat least 5 years from the date the first Supplemental Retirement Benefit amountwas scheduled to be paid; and

 

(3)           The election must be made at least 12months before the date of the first scheduled distribution.

 

C.                                     Notwithstandingthe foregoing, payment to a SERP Member shall be made in a lump sumdistribution the first business day of the month following his Separation fromService (or first business day of the second month following his Separationfrom Service if the separation occurs after the fifteenth day of the month) ifthe present value of the SERP Member’s Supplemental Retirement Benefit is lessthan $10,000; provided, however, that if a SERP Member is described inParagraph A(2) above, payment to the SERP Member shall be made in a lump sumdistribution the first business day of the month following his Separation fromService from the Parent Company (or first business day of the second monthfollowing his Separation from Service if the separation occurs after thefifteenth day of the month) if permitted by Section 409A and the applicableguidance thereunder, otherwise on January 1 immediately following his 2 yearanniversary of Separation from Service from the Participating Employer. Indetermining whether the SERP Member’s Supplemental Retirement Benefit is lessthan $10,000, the same provisions set forth in the Retirement Plan with respectto the determination of such values shall be utilized.

 

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D                                       Paymentsto a SERP Beneficiary under this Plan shall be made in the same manner, for thesame time period and on the same basis as payments would have been made to aSERP Member under Section V.A. of the Plan (or Section V.B. of the Plan if theSERP Member subsequently changes his SERP election) under the assumption thatSERP Member would have Separated from Service on the last day of the monthfollowing the SERP Member’s death. Notwithstanding the foregoing, payment to aSERP Beneficiary shall be made in a lump sum distribution following a SERPMember’s death if the present value of such Supplemental Death Benefit is lessthan $10,000, payable at the same time and determined in the same manner asdescribed in Section V.C.

 

E.                                      Ifa portion of the SERP Member’s benefit under the Plan is includible in incomeunder Section 409A, such portion shall be distributed immediately to the SERPMember.

 

F.                                      Notwithstandingthe foregoing, any payment to a SERP Member or a SERP Beneficiary under thePlan may be delayed upon the SERP Committee’s determination that one or more ofthe following events may occur:

 

(1)                                  TheParticipating Employer’s deduction with respect to such payment otherwise wouldbe limited or eliminated by application of Code section 162(m);

 

(2)                                  Themaking of the payment would violate a term of a loan agreement to which theCompany or one of its Affiliated Employers is a party, or other similarcontract to which the Company or one of its Affiliated Employers is a party,and such violation would cause material harm to the Company or one of itsAffiliated Employers; or

 

(3)                                  Themaking of the payment would violate Federal securities laws or other applicablelaw;

 

provided, that anypayment subject to this Section V.F. shall ultimately be paid in accordancewith Section 409A.

 

G.                                     Fora SERP Member who has a Separation from Service on or after January 1, 2005,during such time (from such Separation of Service) there remains an outstandingbalance of the SERP Member’s benefit (or a SERP Beneficiary’s benefit, in theevent the SERP Member’s Separation from Service is due to death) under thePlan, such balance shall earn the SERP Interest Rate.

 

**SECTIONVI**

**Sourceof Payment**

 

The benefits payableunder this Plan to a SERP Member or their SERP Beneficiary shall be paid fromthe general assets of the Participating Employer that employed the SERP Member.The SERP Member or their SERP Beneficiary shall be an unsecured generalcreditor of such Participating Employer with no special or prior right to anyassets of the Participating Employer for payment of any obligations hereunder. Nothingcontained in the Plan shall be deemed to create a trust of any kind for thebenefit of the SERP Member or any SERP Beneficiary, or create any fiduciaryrelationship between the Participating Employer or the Company and the SERPMember or any SERP Beneficiary with respect to any assets of the ParticipatingEmployer or the Company.

 

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**SECTIONVII**

**Withholding**

 

Notwithstanding anycontrary provision of the Plan, all benefits payable under this Plan to a SERPMember or SERP Beneficiary shall be subject to applicable withholding forfederal, state and/or local income tax, FICA, and any other taxes.

 

**SECTIONVIII**

**Rightto Amend, Modify, Suspend or Terminate**

 

A.                                   TheCompany may amend, modify, suspend or terminate this Plan in whole or in part,in such manner as it may determine.

 

B.                                     Notwithstandingthe foregoing, this Plan may not be amended, modified, suspended, or terminatedas to a SERP Member who is entitled to receive or has commenced to receivebenefits pursuant to this Plan in a manner which would reduce the benefitspayable to such individual, without the express written consent of such SERPMember or if deceased, such SERP Member’s SERP Beneficiary.

 

C.                                     Noamendment, alteration, modification, or termination shall reduce the accruedSupplemental Retirement Benefit or Supplemental Death Benefit of any SERPMember or SERP Beneficiary; provided, however, that this Section VIII.C. shallnot prevent reductions on account of the SERP Member’s Basic Retirement Benefitceasing to be affected (or becoming affected to a lesser degree) by thelimitations of sections 401(a)(17), and/or 415 of the Code, and/or the SERPMember’s deferrals under the Deferred Compensation Plan.

 

D.                                    Notwithstandingthe foregoing, no amendment of the Plan shall apply to amounts paid underAppendix A, unless the amendment specifically provides that it applies to suchamounts. The purpose of this restriction is to prevent a Plan amendment fromresulting in an inadvertent “material modification” to amounts that are exemptfrom the requirements of Section 409A.

 

**SECTIONIX**

**ClaimReview Procedure**

 

A.                                   **Filing a Claim**. A SERP Member or hisauthorized representative may file a claim for benefits under the Plan. Anyclaim must be in writing and submitted to the SERP Committee at such address asmay be specified from time to time. Claimants will be notified in writing ofapproved claims, which will be processed as claimed. A claim is consideredapproved only if its approval is communicated in writing to a claimant.

 

B.                                     **Denial of Claim**. In the case of the denialof a claim respecting benefits paid or payable with respect to a SERP Member, awritten notice will be furnished to the claimant within 90 days of the date onwhich the SERP Committee receives the claim. If special circumstances (such asfor a hearing) require a longer period, the claimant will be notified inwriting, prior to the expiration of the 90-day period, of the reasons for anextension of time; provided,

 

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however, that no extensions will be permitted beyond90 days after the expiration of the initial 90-day period.

 

C.                                     **Reasons for Denial**. A denial or partialdenial of a claim will be dated and signed by the SERP Committee and willclearly set forth:

 

(1)                                  thespecific reason or reasons for the denial;

 

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

 

(3)                                  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

 

(4)                                  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 in part, a claimant or his duly authorized representative will havethe right to submit a written request to the SERP Committee for a full and fairreview of the denied claim by filing a written notice of appeal with the SERPCommittee within 60 days of the receipt by the claimant of written notice ofthe denial of the claim. A claimant or the claimant’s authorized representativewill have, upon request and free of charge, reasonable access to, and copiesof, all documents, records, and other information relevant to the claimant’sclaim for benefits and may submit issues and comments in writing. The reviewwill take into account all comments, documents, records, and other informationsubmitted by the claimant relating to the claim, without regard to whether suchinformation was submitted or considered in the initial benefit determination.

 

If the claimant fails to file a request for reviewwithin 60 days of the denial notification, the claim will be deemed abandonedand the claimant precluded from reasserting it. If the claimant does file arequest for review, his request must include a description of the issues andevidence he deems relevant. Failure to raise issues or present evidence onreview will preclude those issues or evidence from being presented in anysubsequent proceeding or judicial review of the claim.

 

E.                                      **Decision Upon Review**. The SERP Committeewill provide a prompt written decision on review. If the claim is denied onreview, the decision shall set forth:

 

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

 

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

 

(3)                                  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

 

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(4)                                  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 60days after the SERP Committee’s receipt of the request for review, except thatsuch period may be extended for an additional 60 days if the SERP Committeedetermines that special circumstances (such as for a hearing) require suchextension. If an extension of time is required, written notice of the extensionwill be furnished to the claimant before the end of the initial 60-day period.

 

F.                                      **Finality of Determinations; Exhaustion of Remedies**.To the extent permitted by law, decisions reached under the claims proceduresset forth 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 legalaction initiated by a claimant under the Plan must be brought by the claimantno later than one year following a final decision on the claim for benefits bythe SERP Committee. The one-year limitation on suits for benefits will apply inany forum where a claimant initiates such suit or legal action.

 

**SECTION X**

**Miscellaneous**

 

A.                                   **No Assignment of Benefits**.

 

(1)                                  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.

 

(2)                                  Notwithstandingthe preceding, benefits payable under the Plan shall be paid to the SERPMember, the SERP Member’s spouse or the SERP Beneficiary in accordance with theprovisions of this Plan except to the extent that such benefits are required tobe paid to an alternate payee under the provisions of a qualified domesticrelations order (a “QDRO”) which satisfies the requirements of section 414(p)of the Code. The provisions set forth in the Retirement Plan applicable toQDROs shall apply to the determination of whether any such order satisfies therequirements of section 414(p) of the Code. Further, such QDROs shall beadministrated in accordance with the rules set forth in the Retirement Plan,the provisions of which are hereby

 

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incorporated byreference; provided, however, a benefit shall be payable to an alternate payeeunder this Plan only at the time payment of the SERP Member’s benefit commencesunder this Plan pursuant to Section V. Neither this Plan, the SERP Committee,the Participating Employers nor the Company shall be liable in any manner toany person, including the SERP Member, SERP Member’s spouse, or SERPBeneficiary, for complying with any such court order or judgment.

 

B.                                     **No Enlargement of Employment Rights**. Neitherthe establishment or maintenance of this Plan, the payment of any amount by theParticipating Employers nor any action of the Participating Employers or theSERP Committee shall be held or construed to confer upon any individual anyright to be continued as an employee nor, upon dismissal, any right or interestin the Plan other than as provided in the Plan. The Participating Employersexpressly reserve the right to discharge any employee at any time.

 

C.                                     **Applicable Law; Severability**. This Planhereby created shall be construed, administered and governed in all respects inaccordance with the laws of the State of Texas, and, to the extent applicable,ERISA and the Code. If any provision of this instrument shall be held invalidor unenforceable by a court of competent jurisdiction, the remaining provisionshereof shall continue to be fully effective.

 

 

# **IN WITNESS WHEREOF, Chevron Phillips ChemicalCompany LP by its duly authorized officer(s), has caused the Plan to be amendedand restated on the 24 day of February, 2006.**

 

 

**CHEVRONPHILLIPS CHEMICAL COMPANY LP**

 

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

 

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APPENDIX A

GRANDFATHEREDPARTICIPANTS

 

Distribution of amountsthat were earned and vested (within the meaning of Section 409A) under the Planprior to January 1, 2005 (and earnings thereon) that are payable to SERPMembers (or their SERP Beneficiaries) who Separated from Service prior toJanuary 1, 2005 shall be made in accordance with the Plan terms as ineffect on December 31, 2004.

 

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