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                                                                     Exhibit 4.2

                     ----------------------------------------

                          REGISTRATION RIGHTS AGREEMENT


                              Dated March 14, 2001


                                     between



                     CHEVRON PHILLIPS CHEMICAL COMPANY, LLC



                      CHEVRON PHILLIPS CHEMICAL COMPANY LP

                                      and

                              GOLDMAN, SACHS & CO.


                        MORGAN STANLEY & CO. INCORPORATED

                     ----------------------------------------
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                          REGISTRATION RIGHTS AGREEMENT


           This registration rights agreement (the "AGREEMENT") is made and
entered into March 14, 2001, between Chevron Phillips Chemical Company LLC, a
Delaware limited liability company (the "LLC") and Chevron Phillips Chemical
Company LP, a Delaware limited partnership (the "LP" and together with the LLC
the "COMPANY"), and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated
(the "REPRESENTATIVES"), as representatives of the several purchasers named in
Schedule I of the Purchase Agreement (the "INITIAL PURCHASERS").

           This Agreement is made pursuant to the Purchase Agreement dated March
14, 2001 between the Company and the Representatives (the "PURCHASE AGREEMENT"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of $500,000,000 principal amount of the 7.00% Notes Due March 15, 2011
(the "SECURITIES") to be jointly issued by the LLC and the LP. In order to
induce the Representatives to enter into the Purchase Agreement, the Company has
agreed to provide to the Representatives and their direct and indirect
transferees the registration rights set forth in this Agreement.

           In consideration of the foregoing, the parties hereto agree as
follows:

           1.      Definitions.

           As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

           "1933 ACT" shall mean the Securities Act of 1933, as amended from
time to time.

           "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

           "ADDITIONAL INTEREST" shall have the meaning assigned to it in
Section 2(e).

           "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

           "COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

           "EFFECTIVENESS DEADLINE" shall have the meaning set forth in Section
2(a) hereof.




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           "EXCHANGE OFFER" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

           "EXCHANGE OFFER REGISTRATION" shall mean a registration under the
1933 Act effected pursuant to Section 2(a) hereof.

           "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

           "EXCHANGE SECURITIES" shall mean securities issued by the Company
under the Indenture containing terms identical to the Securities (except that
(i) interest thereon shall accrue from the last date on which interest was paid
on the Securities and (ii) the Exchange Securities will not contain restrictions
on transfer or bear a restrictive legend) and to be offered to Holders of
Securities in exchange for Securities pursuant to the Exchange Offer.

           "HOLDER" shall mean the Initial Purchasers, for so long as they own
any Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term "HOLDER" shall include Participating Broker-Dealers (as
defined in Section 4(a)).

           "INDENTURE" shall mean the Indenture relating to the Securities dated
as of March 19, 2001 between the Company and The Bank of New York, as trustee,
and as the same may be amended from time to time in accordance with the terms
thereof.

           "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage or amount.

           "PERSON" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

           "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other

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amendments and supplements to such prospectus, and in each case including all
material incorporated by reference therein.

           "PURCHASE AGREEMENT" shall have the meaning set forth in the
preamble.

           "REGISTRABLE SECURITIES" shall mean the Securities; provided,
however, that the Securities shall cease to be Registrable Securities (i) when a
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been disposed of
pursuant to such Registration Statement, (ii) when such Securities have been
sold to the public pursuant to Rule 144(k) (or any similar provision then in
force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall
have ceased to be outstanding.

           "REGISTRATION EXPENSES" shall mean all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf
Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Representative) and (viii) the fees and
disbursements of the independent public accountants of the Company, including
the expenses of any special audits or "cold comfort" letters required by or
incident to such performance and compliance. Notwithstanding the foregoing,
Holders shall be responsible for fees and expenses of counsel to the
underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable Securities by a Holder.

           "REGISTRATION STATEMENT" shall mean any registration statement of the
Company that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.




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           "REPRESENTATIVES" shall have the meaning set forth in the preamble.

           "SEC" shall mean the Securities and Exchange Commission.

           "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

           "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) of this
Agreement which covers all of the Registrable Securities (but no other
securities unless approved by the Holders whose Registrable Securities are
covered by such Shelf Registration Statement) on an appropriate form under Rule
415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

           "TRUSTEE" shall mean the trustee with respect to the Securities under
the Indenture.

           "UNDERWRITER" shall have the meaning set forth in Section 3 hereof.

           "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

           2.      Registration Under the 1933 Act.

           (a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall (A) use its reasonable
best efforts to prepare and, as soon as practicable but not later than 90 days
following the Closing Date, file with the SEC an Exchange Offer Registration
Statement on an appropriate form under the 1933 Act with respect to a proposed
Exchange Offer and the issuance and delivery to the Holders, in exchange for the
Registrable Securities, of a like principal amount of Exchange Securities, (B)
use its reasonable best efforts to cause the Exchange Offer Registration
Statement to be declared effective under the 1933 Act not later than 180 days of
the Closing Date (the "EFFECTIVENESS DEADLINE"), (C) use its reasonable best
efforts to keep the Exchange Offer Registration Statement effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to cause
the Exchange Offer to be consummated as promptly as practicable, but in any
event prior to 30 days after the Effectiveness Deadline. The Company shall
commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:


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                      (i) that the Exchange Offer is being made pursuant to this
           Registration Rights Agreement and that all Registrable Securities
           validly tendered will be accepted for exchange;

                      (ii) the dates of acceptance for exchange (which shall be
           a period of at least 20 business days from the date such notice is
           mailed) (the "EXCHANGE DATES");

                      (iii) that any Registrable Security not tendered will
           remain outstanding and continue to accrue interest, but will not
           retain any rights under this Registration Rights Agreement;

                      (iv) that Holders electing to have a Registrable Security
           exchanged pursuant to the Exchange Offer will be required to
           surrender such Registrable Security, together with the enclosed
           letters of transmittal, to the institution and at the address
           (located in the Borough of Manhattan, The City of New York) specified
           in the notice prior to the close of business on the last Exchange
           Date; and

                      (v) that Holders will be entitled to withdraw their
           election, not later than the close of business on the last Exchange
           Date, by sending to the institution and at the address (located in
           the Borough of Manhattan, The City of New York) specified in the
           notice a telegram, telex, facsimile transmission or letter setting
           forth the name of such Holder, the principal amount of Registrable
           Securities delivered for exchange and a statement that such Holder is
           withdrawing his election to have such Securities exchanged.

As soon as practicable after the last Exchange Date, the Company shall:

                      (i) accept for exchange Registrable Securities or portions
           thereof tendered and not validly withdrawn pursuant to the Exchange
           Offer; and

                      (ii) deliver, or cause to be delivered, to the Trustee for
           cancellation all Registrable Securities or portions thereof so
           accepted for exchange by the Company and issue, and cause the Trustee
           to promptly authenticate and mail to each Holder, an Exchange
           Security equal in principal amount to the principal amount of the
           Registrable Securities surrendered by such Holder.

           The Company shall use its reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.
The



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Company shall inform the Representatives of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Representatives shall have
the right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer.

           (b) In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC, (ii) the Exchange Offer is not for any other reason consummated
within 30 days following the Effectiveness Deadline or (iii) the Exchange Offer
has been completed and in the opinion of counsel for the Representatives a
Registration Statement must be filed and a Prospectus must be delivered by the
Representatives in connection with any offering or sale of Registrable
Securities, the Company shall use its reasonable best efforts to cause to be
filed as soon as practicable after such determination, date or notice of such
opinion of counsel is given to the Company, as the case may be, a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Securities and to use its reasonable best efforts to have such Shelf
Registration Statement declared effective by the SEC. In the event the Company
is required to file a Shelf Registration Statement solely as a result of the
matters referred to in clause (iii) of the preceding sentence, the Company shall
use its reasonable best efforts to file and have declared effective by the SEC
both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer. The Company
agrees to use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective until the expiration of the period referred to
in Rule 144(k) with respect to the Registrable Securities or such shorter period
that will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Company further agrees to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use its best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable. The Company agrees
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

           (c) The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a) and Section 2(b). Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to


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the sale or disposition of such Holder's Registrable Securities pursuant to the
Shelf Registration Statement.

           (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

           (e) Additional cash interest (the "ADDITIONAL INTEREST") shall be
assessed as follows:

                      (i) If the Exchange Offer Registration Statement or Shelf
           Registration Statement is not filed within 90 days following the
           Closing Date, then commencing on the 91st day after the Closing Date,
           Additional Interest shall be accrued on the Securities over and above
           the accrued interest at a rate of .25% per annum; or

                      (ii) If an Exchange Offer Registration Statement or Shelf
           Registration Statement is filed pursuant to (i) above and is not
           declared effective within 180 days following the Closing Date, then
           commencing on the 181st day after the Closing Date, Additional
           Interest shall accrue on the Securities over and above the accrued
           interest at a rate of .25% per annum; or

                      (iii) If either (A) we have not exchanged Exchange
           Securities for all Securities validly tendered in accordance with the
           terms of the Exchange Offer on or prior to 30 days after the date on
           which the Exchange Offer Registration Statement was declared
           effective, or (B) if applicable, the Shelf Registration Statement has
           been declared effective but such Shelf Registration Statement ceases
           to be effective at any time prior to the expiration of the holding
           period referred to in Rule 144(k), then Additional Interest shall
           accrue on the Securities over and above the accrued interest at a
           rate of .25% per annum immediately following the (x) 31st day after
           such effective date, in the case of (A) above, or (y) the day such
           Shelf Registration Statement ceases to be effective in the case of
           (B) above;

           provided, however, that the Additional Interest rate on the
Securities may in no event exceed .25% per annum; and; provided, further, that
(1) upon the filing of the Exchange Offer Registration Statement or Shelf
Registration Statement (in the case of (i) above), (2) upon the effectiveness of
the Exchange Offer Registration



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Statement or the Shelf Registration Statement (in the case of (ii) above), or
(3) upon the exchange of Exchange Notes for all Registrable Securities tendered
or upon the effectiveness of the Shelf Registration Statement which had ceased
to remain effective prior to the expiration of the holding period referred to in
Rule 144(k) (in the case of (iii) above), Additional Interest on the Securities
as a result of such clause (i), (ii) or (iii) shall cease to accrue.

           Any amount of Additional Interest due pursuant to clauses (i), (ii)
or (iii) above will be payable in cash, on the same original payment dates of
the Securities. The amounts of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of
the Securities, multiplied by a fraction, the numerator of which is the number
of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months)
and the denominator of which is 360.

           (f) Without limiting the remedies available to the Representatives
and the Holders, the Company acknowledges that any failure by the Company to
comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Representatives or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Representatives or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof, provided that, without limiting the ability of the
Representatives or any Holder to specifically enforce such obligations, in the
case of any terms of the Agreement for which Additional Interest pursuant to
2(e) is expressly provided as a remedy of a violation of such terms, such
Additional Interest shall be the sole monetary damages for such a violation.

           3.      Registration Procedures.

           In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as practicable:

           (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities by the selling Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith, and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2
hereof;

           (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such



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Registration Statement effective for the applicable period and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each
Prospectus current during the period described under Section 4(3) and Rule 174
under the 1933 Act that is applicable to transactions by brokers or dealers with
respect to the Registrable Securities or Exchange Securities;

           (c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Representatives, to counsel for the
Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary prospectus, and any amendment or supplement thereto and such
other documents as such Holder or Representative may reasonably request, in
order to facilitate the public sale or other disposition of the Registrable
Securities; and the Company consents to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Representatives in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law;

           (d) use its reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC, to cooperate
with such Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. and do any and all other acts
and things which may be reasonably necessary or advisable to enable such Holder
to consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (ii) file any general consent to service of process or (iii)
subject itself to taxation in any such jurisdiction if it is not so subject;

           (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for the Holders and counsel for the
Representatives promptly and, if requested by any such Holder or counsel,
confirm such advice in writing (i) when a Registration Statement has become
effective and when any post-effective amendment thereto has been filed and
becomes effective, (ii) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any
sale


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of Registrable Securities covered thereby, the representations and warranties of
the Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to the offering cease to be true
and correct in all material respects or if the Company receives any notification
with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation of any proceeding for
such purpose, (v) of the happening of any event during the period a Shelf
Registration Statement is effective which makes any statement made in such
Registration Statement or the related Prospectus untrue in any material respect
or which requires the making of any changes in such Registration Statement or
Prospectus in order to make the statements therein not misleading and (vi) of
any determination by the Company that a post-effective amendment to a
Registration Statement would be appropriate;

           (f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide notice to each Holder of the withdrawal of any such
order;

           (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

           (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
one business day prior to the closing of any sale of Registrable Securities;

           (i) in the case of a Shelf Registration, upon the occurrence of any
event contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to
prepare and file with the SEC a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The Company agrees to notify the
Holders to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and the Holders hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission;

           (j) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be
incorporated by


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reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Representatives
and their counsel (and, in the case of a Shelf Registration Statement, the
Holders and their counsel) and make such of the representatives of the Company
as shall be reasonably requested by the Representatives or their counsel (and,
in the case of a Shelf Registration Statement, the Holders or their counsel)
available for discussion of such document, and shall not at any time file or
make any amendment to the Registration Statement, any Prospectus or any
amendment of or supplement to a Registration Statement or a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus, of which the Representatives and their counsel (and, in the
case of a Shelf Registration Statement, the Holders and their counsel) shall not
have previously been advised and furnished a copy or to which the
Representatives or their counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall object.

           (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

           (l) cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its reasonable best efforts to cause the Trustee to
execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;

           (m) in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable Securities, any
Representative participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the Holders,
at reasonable times and in a reasonable manner, all financial and other records,
pertinent documents and properties of the Company, and cause the respective
officers, directors and employees of the Company to supply all information
reasonably requested by any such representative of the Holders, Representative,
attorney or accountant in connection with a Shelf Registration Statement;

           (n) in the case of a Shelf Registration, use its reasonable best
efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued by
the Company are then listed if requested by the Majority Holders, to the extent
such Registrable Securities satisfy applicable listing requirements;

           (o) use its reasonable best efforts to cause the Exchange Securities
or Registrable Securities, as the case may be, to be rated by two nationally
recognized


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statistical rating organizations (as such term is defined in Rule 436(g)(2)
under the 1933 Act);

           (p) if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and (ii) make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Company has received notification of the matters to be
incorporated in such filing; and

           (q) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority of the Registrable Securities being
sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties
to the Holders and any underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to Underwriters in Underwritten Offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company (which
counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Representative of Registrable Securities,
covering the matters customarily covered in opinions requested in Underwritten
Offerings, (iii) obtain "cold comfort" letters from the independent certified
public accountants of the Company (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any business acquired by the
Company for which financial statements and financial data are or are required to
be included in the Registration Statement) addressed to each selling Holder and
Underwriter of Registrable Securities, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters in
connection with Underwritten Offerings, and (iv) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters,
and which are customarily delivered in Underwritten Offerings, to evidence the
continued validity of the representations and warranties of the Company made
pursuant to clause (i) above and to evidence compliance with any customary
conditions contained in an underwriting agreement.

           In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Company may from time to time reasonably
request in

                                       12
<PAGE>   14
writing and the Company may exclude from such Shelf Registration Statement the
securities of any Holders that refuse to comply with such request.

           In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice. If the Company shall give any such notice to
suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such
notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions.
The Company may give any such notice only twice during any 365 day period and
any such suspensions may not exceed 30 days for each suspension and there may
not be more than two suspensions in effect during any 365 day period.

           The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "UNDERWRITERS") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

           4.         Participation of Broker-Dealers in Exchange Offer.

           (a) The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"PARTICIPATING BROKER-DEALER"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.

           The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection

                                       13
<PAGE>   15
with resales of Exchange Securities for their own accounts, so long as the
Prospectus otherwise meets the requirements of the 1933 Act.

           (b) In light of the above, notwithstanding the other provisions of
this Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Representatives or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

                      (i) the Company shall not be required to amend or
           supplement the Prospectus contained in the Exchange Offer
           Registration Statement, as would otherwise be contemplated by Section
           3(i), for a period exceeding 180 days after the last Exchange Date
           (as such period may be extended pursuant to the penultimate paragraph
           of Section 3 of this Agreement) and Participating Broker-Dealers
           shall not be authorized by the Company to deliver and shall not
           deliver such Prospectus after such period in connection with the
           resales contemplated by this Section 4; and

                      (ii) the application of the Shelf Registration procedures
           set forth in Section 3 of this Agreement to an Exchange Offer
           Registration, to the extent not required by the positions of the
           Staff of the SEC or the 1933 Act and the rules and regulations
           thereunder, will be in conformity with the reasonable request to the
           Company by the Representatives or with the reasonable request in
           writing to the Company by one or more broker-dealers who certify to
           the Representatives and the Company in writing that they anticipate
           that they will be Participating Broker-Dealers; and provided further
           that, in connection with such application of the Shelf Registration
           procedures set forth in Section 3 to an Exchange Offer Registration,
           the Company shall be obligated (x) to deal only with one of two
           entities representing the Participating Broker-Dealers, which shall
           be Morgan Stanley & Co. Incorporated or Goldman, Sachs & Co. unless
           either entity elects not to act as such representative, (y) to pay
           the fees and expenses of only one counsel representing the
           Participating Broker-Dealers, which shall be counsel to the
           Representatives unless such counsel elects not to so act and (z) to
           cause to be delivered only one, if any, "cold comfort" letter with
           respect to the Prospectus in the form existing on the last Exchange
           Date and with respect to each subsequent amendment or supplement, if
           any, effected during the period specified in clause (i) above.

           (c) The Representatives shall have no liability to the Company or any
Holder with respect to any request that it may make pursuant to Section 4(b)
above.

                                       14
<PAGE>   16
           5.      Indemnification and Contribution.

           (a) The Company agrees to indemnify and hold harmless the
Representatives, each Holder and each Person, if any, who controls any
Representative or any Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Representative or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Representative, any Holder or any such
controlling or affiliated Person in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) pursuant to which Exchange Securities or Registrable
Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or caused by any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to the Representatives or any Holder furnished to the Company in
writing by Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, or any
selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the 1933 Act
and the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

           (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Representatives and the other selling Holders,
and each of their respective directors, officers who sign the Registration
Statement and each Person, if any, who controls the Company, any Representative
and any other selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity
from the Company to the Representatives and the Holders, but only with reference
to information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

           (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be

                                       15
<PAGE>   17
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"INDEMNIFIED PARTY") shall promptly notify the Person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified
Party and any others the Indemnifying Party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Representatives and all Persons,
if any, who control any Representative within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more
than one separate firm (in addition to any local counsel) for the Company, its
directors, its officers who sign the Registration Statement and each Person, if
any, who controls the Company within the meaning of either such Section and (c)
the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders and all Persons, if any, who control any Holders within
the meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In such case involving the Representatives and
Persons who control the Representatives, such firm shall be designated in
writing by Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. In such
case involving the Holders and such Persons who control Holders, such firm shall
be designated in writing by the Majority Holders. In all other cases, such firm
shall be designated by the Company. The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Party agrees to indemnify the Indemnified Party from and
against any loss or liability by reason of such settlement or judgment. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of which such Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.

           (d) If the indemnification provided for in paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an Indemnified Party or insufficient in
respect of any losses, claims, damages or liabilities, then each Indemnifying
Party under such paragraph, in lieu of indemnifying such Indemnified Party
thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of

                                       16
<PAGE>   18
such losses, claims, damages or liabilities in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party or parties on the one
hand and of the Indemnified Party or parties on the other hand in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Holders shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Holders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Holders' respective
obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective principal amount of Registrable Securities of such
Holder that were registered pursuant to a Registration Statement.

           (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an Indemnified Party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any Indemnified Party at law or in equity.

           (f) The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Representatives, any Holder or any Person controlling any Representative
or any Holder, or by or on behalf of the Company, its officers or directors or
any Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.

           6.      Miscellaneous.

           (a) No Inconsistent Agreements. The Company has not entered into, and
on or after the date of this Agreement will not enter into, any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to

                                       17
<PAGE>   19
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's other issued and
outstanding securities under any such agreements.

           (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder.

           (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Representatives,
the address set forth in the Purchase Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c).

           All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

           Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

           (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Representatives (in
their capacity as

                                       18
<PAGE>   20
Representatives) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.

           (e) Purchases and Sales of Securities. The Company shall not, and
shall use its best efforts to cause its affiliates (as defined in Rule 405 under
the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.

           (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Representatives, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

           (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

           (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

           (i) Governing Law. This Agreement shall be governed by the laws of
the State of New York.

           (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       19
<PAGE>   21
           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.


                                       CHEVRON PHILLIPS CHEMICAL COMPANY LLC

                                       By: /s/ J.M. McKee
                                          __________________________________
                                          Name: J.M. McKee
                                          Title: Vice President and Treasurer



                                       CHEVRON PHILLIPS CHEMICAL
                                         COMPANY, LP

                                       By: /s/ J.M. McKee
                                          __________________________________
                                          Name: J.M. McKee
                                          Title: Vice President and Treasurer



                                       Confirmed and accepted as of
                                       the date first above written:

                                       GOLDMAN, SACHS & CO.
                                       MORGAN STANLEY & CO.
                                         INCORPORATED
                                       Acting severally on behalf of themselves
                                       and the several Initial Purchasers named
                                       in Schedule I to the Purchase Agreement.

                                       GOLDMAN, SACHS & CO.

                                       By: /s/ Goldman, Sachs & Co.
                                          __________________________________
                                                 (Goldman, Sachs & Co.)

                                       MORGAN STANLEY & CO.
                                         INCORPORATED

                                       By: /s/ Michael Fusco
                                          __________________________________
                                          Name: Michael Fusco
                                          Title:

                                       20