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                                                                    EXHIBIT 10.2









                      CHEVRON PHILLIPS CHEMICAL COMPANY LP
                      EXECUTIVE DEFERRED COMPENSATION PLAN

































                            EFFECTIVE JANUARY 1, 2001
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                      CHEVRON PHILLIPS CHEMICAL COMPANY LP
                      EXECUTIVE DEFERRED COMPENSATION PLAN



                                    PREAMBLE


The purpose of the Chevron Phillips Chemical Company LP Executive Deferred
Compensation Plan (the "Plan") is to provide to key employees of the Company an
opportunity to defer the receipt of incentive Bonuses and/or other Compensation
as a means of saving for their retirement or other purposes.

It is intended that this Plan be a plan that is an unfunded deferred
compensation program maintained "for a select group of management or highly
compensated employees" as set forth in the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") Thus, the Plan is subject to Part 1 of Title I
of ERISA, but is exempt from Parts 2, 3 and 4 thereof.
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                                   SECTION 1
                                   DEFINITIONS

The following words and phrases shall have the following meanings, unless the
context clearly indicates otherwise.

1.01.    "ACCOUNT" shall mean the bookkeeping account or accounts established on
         behalf of each Participant in accordance with Section 4.01.

1.02.    "AFFILIATED EMPLOYER" shall have the meaning ascribed thereto by the
         CPC 401(k) Plan.

1.03.    "BASE COMPENSATION" means the portion of a Participant's Compensation
         consisting of his or her base pay, but excluding any bonus, overtime or
         other special pay categories.

1.04.    "BENEFICIARY" means the beneficiary designated by the Participant to
         receive death benefits under the Plan.

1.05.    "BONUS" means a Participant's managerial incentive bonus approved for
         payment under the Company's bonus policy.

1.06.    "BONUS DEFERRAL" means the portion of the bonus that a Participant
         elects to defer in accordance with Section 2.02.

1.07.    "BONUS DEFERRAL AGREEMENT" means the Deferral Agreement filed in
         accordance with Section 2.02.

1.08.    "CODE" means the Internal Revenue Code of 1986, as amended from time to
         time.

1.09.    "COMMITTEE" means the Executive Deferred Compensation Plan Committee,
         the members of which shall from time to time be designated by the
         Company.

1.10.    "COMPANY" means Chevron Phillips Chemical Company LP.

1.11.    "COMPENSATION" means the total cash remuneration paid to a Participant
         for services rendered to an Employer (including shift differential, and
         regularly scheduled overtime) determined prior (i) to any reduction
         pursuant to a cafeteria plan under Section 125 of

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         the Code or pursuant to a qualified transportation fringe under Section
         132(f) of the Code, or (ii) any adjustments for any before-tax
         voluntary reductions.

1.12.    "COMPENSATION DEFERRAL" means the portion of Base Compensation that a
         Participant elects to defer in accordance with Section 2.01.

1.13.    "COMPENSATION DEFERRAL AGREEMENT" means the Deferral Agreement filed in
         accordance with Section 2.01 with respect to the Participant's Base
         Compensation.

1.14.    "CPC 401(k) PLAN" means Chevron Phillips Chemical Company 401(k)
         Savings and Profit-Sharing Plan.

1.15.    "DEFERRAL AGREEMENT" means either a Bonus Deferral Agreement or a
         Compensation Deferral Agreement, or both if the context so requires. A
         Deferral Agreement shall be a completed agreement between the
         Participant and the Company under which the Participant agrees to a
         Bonus Deferral or a Compensation Deferral as the case may be. The
         Deferral Agreement shall be on a form prescribed by the Company and
         shall include any amendments, attachments or appendices.

1.16.    "ELIGIBLE EMPLOYEE" means any Employee who is a member of a select
         group of highly compensated or management employees within the meaning
         of Sections 201, 301 and 401 of ERISA, and who the Company selects to
         participate under the Plan.

1.17.    "EMPLOYEE" means any common-law employee of an Employer.

1.18.    "EMPLOYER" means any employer which has agreed to be bound by the terms
         of this Plan and which is an Affiliated Employer.

1.19.    "ERISA" means the Employee Retirement Income Security Act of 1974 and
         any subsequent amendments to such Act.

1.20.    "MATCHING CONTRIBUTION" means an employer contribution under this Plan
         that is equal to the amount of a Matching or Profit-sharing
         Contribution (as such terms are defined in the CPC 401(k) Plan), that
         the Employer would have made to the CPC 401(k) Plan on behalf of a
         Participant, based on the Participant's rate of deferrals had the

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         amount of those contributions not exceeded the statutory limits imposed
         on qualified plans by the Code.

1.21.    "PARTICIPANT" means an Eligible Employee who has filed a Deferral
         Agreement with the Employer.

1.22.    "PLAN" means the Chevron Phillips Chemical Company LP Executive
         Deferred Compensation Plan as set forth in this document and as amended
         from time to time.

1.23.    "PLAN YEAR" shall mean the period from January 1, 2001 to December 31,
         2001; and each 12 month period beginning each January 1 and ending each
         December 31, thereafter.

                                   SECTION 2

                  DEFERRALS AND COMPANY MATCHING CONTRIBUTIONS

2.01.    ELECTION TO DEFER COMPENSATION

         (a)      Each Eligible Employee may elect to defer a portion of his or
                  her Base Compensation in any whole dollar amount (or whole
                  percentage), filing with the Company a Compensation Deferral
                  Agreement no later than December 31 of the year preceding the
                  year for which the Deferral Agreement is to become effective.
                  A person who becomes an Eligible Employee during the Plan Year
                  may elect to defer Base Compensation effective the first day
                  of the second calendar month that follows the date he becomes
                  an Eligible Employee filing with the Company a Compensation
                  Deferral Agreement, no later than 30 days prior to the date
                  the deferral becomes effective. Notwithstanding the foregoing,
                  no Participant shall be permitted to defer Base Compensation
                  which the Company reasonably determines is required to pay the
                  Eligible Employee's payroll taxes, contributions toward
                  benefits, or other payroll obligations. The maximum amount of
                  any deferral that is permissible under this Section 2.01 shall
                  be 50% of the Participant's Base Compensation. Deferral shall
                  be made on each date on which Base Compensation would
                  otherwise be paid to a Participant.

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2.02.    ELECTION TO DEFER BONUS

         Each Eligible Employee may elect to defer up to 95% of his or her Bonus
         by filing with the Company a Bonus Deferral Agreement no later than
         December 31 of the year preceding the year in which the Bonus shall be
         earned by the Participant. Deferrals shall be made on each date on
         which a Participant's bonus would otherwise be payable.

2.03.    MATCHING CONTRIBUTIONS

         A Participant may also receive a Matching Contribution allocation to
         his or her Account based on the amount of the Matching and
         Profit-sharing Contributions (as defined in the CPC 401(k) Plan) that
         would otherwise be provided under the CPC 401(k) Plan if not for the
         statutory limits imposed on qualified defined contribution plans by the
         Code. This amount shall be based on the Base Compensation the
         Participant elects to defer to this Plan, up to the limits on deferrals
         to the CPC 401(k) Plan. Allocations of Matching Contributions shall be
         made on the date on which such allocations would otherwise be allocated
         to the Participant under the CPC 401(k) Plan.

2.04.    ACCOUNTS; MEASURING FUNDS

         Amounts defined pursuant to Sections 2.01 and 2.02, and amounts
         allocated pursuant to Section 2.03 shall be credited to the
         Participant's account as soon as practicable. The Company may make
         available one or more "measuring funds" pursuant to which gains or
         losses on amounts credited to a Participant's account may be
         determined. The gains or losses shall be equal to the amounts which
         would have been earned or lost, as the case may be, if the amounts
         deferred by, or allocated to, the Participant, had been invested in and
         held by the measuring fund. Notwithstanding the fact that the Company
         may make measuring funds available, there shall be no obligation on the
         part of the Company to invest any amounts in a particular fund or other
         investment. In addition, if the Company permits Participants to direct
         that amounts deferred or allocated be measured by reference to a
         measuring fund, then:

         (a)      Each Participant may elect to designate a deemed investment in
                  such whole percentages (in percentage increments determined by
                  the Company, with a total

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                  of 100%) as he or she wishes in such measuring funds as are
                  made available by the Company.

         (b)      The Committee may add or eliminate measuring funds upon such
                  advance notice to Participants as it deems appropriate.

         (c)      Each Participant may modify his or her investment election
                  (with respect to past or current allocations) in accordance
                  with such rules as may be established by the Company.

         (d)      Each investment election will take effect on, or as soon as
                  practicable after, the date that amounts are credited to a
                  Participant's Account and after the date that an appropriate
                  election form is received by the Company with respect to such
                  amounts.

         If the Company elects not to make measuring funds available, then the
         Accounts shall be credited with a hypothetical rate of return
         determined by the Company.

                                   SECTION 3

                            VESTING AND DISTRIBUTIONS

3.01.    VESTING

         (a)      A Participant shall at all times be fully vested in the
                  portion of his or her Accounts (or subaccounts), attributable
                  to Compensation and Bonus Deferrals (and deemed earnings and
                  losses thereon), but such Account shall be subject to any
                  rights of the Employer's creditors.

         (b)      Notwithstanding any other provision in this Plan to the
                  contrary, the portion of the Participant's Account
                  attributable to Matching Contributions (and deemed earnings
                  and losses thereon) shall vest only pursuant to such
                  provisions as apply to the vesting of rights to Matching
                  Contributions and Profit-sharing Contributions under the CPC
                  401(k) Plan. If the Participant terminates employment with all
                  Affiliated Employers prior to having five years of vesting
                  service under the CPC 401(k) Plan, then such Participant shall
                  forfeit the entire

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                  portion of the Participant's Account attributable to Matching
                  Contributions (and deemed earnings and losses thereon).

3.02.    BENEFIT PAYMENT DATES

         (a)      Timing and Form of Distributions. Subject to Sections 3.03 and
                  3.04, each Participant may elect to receive a distribution of
                  the portion of his or her Account attributable to the
                  Compensation and Bonus Deferrals, any Matching Contribution
                  associated with such deferrals, and any earnings or losses
                  attributable to such amounts as either a single lump sum
                  distribution or as substantially equal monthly, quarterly,
                  semi-annual or annual installments over a five, ten or fifteen
                  year period at the time specified in the Participant's
                  election form, which will be:

         (b)      As of the date of the Participant's voluntary or involuntary
                  termination of employment with all Affiliated Employers, or
                  one year later; or

         (c)      As of a date certain chosen by the Participant.

         (d)      Timing of Distribution to a Beneficiary. If a Participant dies
                  before receiving the distribution of his or her Account, such
                  Account will be distributed to his or her Beneficiary as a
                  lump sum distribution within 90 days after the Participant's
                  death.

         (e)      Unpaid Account Balances. Unpaid account balances shall
                  continue to be credited with gains or losses prescribed by
                  Section 2.04.

         (f)      Incapacity. Whenever, in the Company's opinion, a person
                  entitled to receive any benefit payment hereunder is under
                  legal disability or is incapacitated in any way so as to be
                  unable to manage his financial affairs, the Company may issue
                  directions that payments shall be made to another person for
                  his benefit, or the Company may direct that payments be
                  applied for the benefit of such person in such manner as the
                  Company considers advisable. Any benefit payment made in
                  accordance with the provisions of this Section 3.02(d) shall
                  be a complete

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                  discharge of any liability for the making of such payment
                  under the provisions of the Plan.

3.03.     IN-SERVICE WITHDRAWALS

          Not more than once per calendar year, a Participant may make a written
          request for an unplanned distribution to the Company for a
          distribution of all or a part of his or her vested Account balance
          while the Participant is actively employed, provided that he or she
          revokes his Compensation Deferral for the remainder of the calendar
          year and that the Participant forfeit an amount equal to 10% of the
          distribution.

3.04.     HARDSHIP PROVISION

          Not more than once per calendar year, a Participant may make a written
          request for an unplanned distribution to the Company for a
          distribution of all or a part of his or her Account balance while the
          Participant is actively employed, provided that the Participant
          revokes his Compensation Deferral for the remainder of the calendar
          year. In order to qualify for a hardship distribution due to his or
          her "unforeseeable emergency", hardship withdrawals require the
          approval of the Company and the submission of evidence, satisfactory
          to the Company, of the unforeseeable emergency. For purposes of this
          Section 3.03, "unforeseeable emergencies" include:

          (a)      Purchase of a primary residence;

          (b)      Prevention of eviction from or foreclosure of primary
                   residence;

          (c)      Medical expenses not covered by insurance for a Participant
                   or his or her dependents; and

          (d)      Payment for post-secondary education expenses for a
                   Participant or his or her dependents.

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                                   SECTION 4

                           FUNDING AND ADMINISTRATION

4.01.    FUNDING

         (a)      The Company shall not be required to fund or otherwise
                  segregate assets for the payments of benefits under the Plan.
                  Notwithstanding the foregoing, however, the Company may, after
                  the effective date, and at its discretion, establish a trust
                  fund or trust funds (the "Trust"). Any Trust created by the
                  Company to assist it in meeting its obligations under the Plan
                  will conform, in substance, to the terms of the model trust as
                  described in IRS Revenue Procedure 92-64.

         (b)      It is the intention of the Company and the Participants that
                  the Plan be unfunded for tax purposes and for purposes of
                  Title I of ERISA. A Participant or Beneficiary shall be a
                  general unsecured creditor of the Company as to the payment of
                  any benefit under this Plan. The Plan constitutes a mere
                  promise by the Company to make benefit payments in the future.

4.02.    ADMINISTRATION

         The Company shall administer the Plan. The Company shall have full
         authority to determine all questions arising in connection with the
         Plan, including its interpretation, may adopt procedural rules, and may
         employ and rely on such legal counsel, such actuaries, such
         accountants, and such agents as it may deem advisable to assist in the
         administration of the Plan.

4.03.    CLAIM PROCEDURE

         Any person who believes he or she is entitled to any payment under the
         Plan may submit a claim in writing to the Committee. If the claim is
         denied (either in full or in part), the claimant will be provided a
         written notice explaining the specific reasons for the denial and
         referring to the provisions of the Plan on which the denial is based.
         The notice will describe any additional information needed to support
         the claim. The denial notice will be provided within 90 days after the
         claim is received. If special circumstances require an extension of
         time (up to 90 days), written notice of the extension will be given
         within

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         the initial 90-day period.

4.04.    APPEAL PROCEDURE

         If a claimant's claim is denied, the claimant (or his or her authorized
         representative) may apply in writing to the Committee for a review of
         the decision denying the Claim. The claimant (or representative) then
         has the right to review pertinent documents and to submit issues and
         comments in writing. The Committee will provide written notice of its
         decision on review within 60 days after it receives a review request.
         If additional time (up to 60 days) is needed to review the request, the
         claimant will be given written notice of the reason for the delay.

                                   SECTION 5

                      AMENDMENT OR TERMINATION OF THE PLAN

5.01.    AMENDMENT OR TERMINATION OF THE PLAN

         The Company shall have the power to suspend or terminate the Plan in
         whole or in part at any time, and from time to time to extend, modify,
         amend or revise the Plan in such respects as the Company may deem
         advisable; provided that no such extension, modification, amendment,
         revision, suspension or termination shall deprive a Participant or
         Beneficiary of the vested portion of any benefit under the Plan.
         Notwithstanding anything in this Plan to the contrary, upon the
         termination of the Plan, all the benefits payable to a Participant or
         Beneficiary shall be paid as soon as practicable in a lump sum payment
         to the Participant or Beneficiary.

                                   SECTION 6

                               GENERAL PROVISIONS

6.01.    NONALIENATION OF BENEFITS

         Except to the extent required by law, no anticipation, alienation,
         sale, transfer, assignment, pledge or encumbrance of the rights and
         interests of a Participant or Beneficiary under this Plan will be
         permitted, nor shall such rights be subject to attachment, garnishment
         or other legal processes for debts. Notwithstanding the

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         foregoing, a Participant's or Beneficiary's rights and interests may be
         subject to a domestic relations order which satisfies the qualification
         requirements of section 414(p) of the Code (a "QDRO"). The provisions
         set forth in the CPC 401(k) Plan applicable to QDROs shall apply to the
         determination of whether any such order satisfies the requirements of
         section 414(p) of the Code. Further, such QDROs shall be administrated
         in accordance with the rules set forth in the CPC 401(k) Plan, the
         provisions of which are hereby incorporated by reference.

6.02.    SUCCESSORS AND MERGERS, AND/OR CONSOLIDATION

         The terms and conditions of this Plan shall inure to the benefit of and
         bind the Company and the Participants, their successors, assignees, and
         personal representatives. If substantially all of the stock, assets or
         partnership interests of the Company are acquired by another
         corporation or entity or if the Company is merged into, or consolidated
         with another corporation or entity, then the obligations created
         hereunder shall be obligations of the acquirer or successor corporation
         or entity, without the requirement of further action by the acquirer or
         successor corporation or entity.

6.03.    GOVERNING LAW

         The provisions of the Plan shall be interpreted, construed and
         administered in accordance with the laws of the State of Texas (other
         than choice of law provisions) except to the extent preempted by ERISA.

6.04.    EMPLOYMENT NOT AFFECTED BY THE PLAN

         Neither the establishment of this Plan, or any modification thereof,
         nor the payment of any benefit shall be construed as giving any
         Participant or any other person any legal or equitable right against
         the Company or the Employer, nor as giving any Employee or Participant
         the right to be retained in the employ of the Employer or the Company.
         All Employees shall remain subject to discharge to the same extent as
         if this Plan had never been adopted.

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6.05.    SEVERABILITY

         In the event any provision of this Plan shall be held illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining provisions of this Plan, which shall be fully severable,
         and this Plan shall be construed and enforced as if said illegal or
         invalid provisions had never been inserted.

6.06.    CONSTRUCTION

         References herein to any Article or Section shall be references to the
         Articles or Sections of this Plan. The singular of words or phrases
         defined in this Plan shall include the plural, and the masculine of
         such terms shall include the feminine and neuter, and vice versa, as
         the context requires. In this Plan, "includes" or "including" shall
         mean "including, without limitation." References herein to days, weeks,
         months, quarters and years are references to such periods as determined
         by the Gregorian calendar. References herein to statutes, laws, rules
         or regulations shall mean such statutes, laws, rules, or regulations as
         the same may from time to time be amended, modified or superceded.

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                                                                      TABLE OF CONTENTS

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<S>                                                                                                                      <C>
PREAMBLE                 ...................................................................................................

SECTION 1                DEFINITIONS........................................................................................1

SECTION 2                DEFERRALS AND COMPANY MATCHING CONTRIBUTIONS.......................................................3

           2.01.                   Election to Defer Compensation...........................................................3

           2.02.                   Election to Defer Bonus..................................................................4

           2.03.                   Matching Contributions...................................................................4

           2.04.                   Accounts; Measuring Funds................................................................4

SECTION 3                VESTING AND DISTRIBUTIONS..........................................................................5

           3.01.                   Vesting..................................................................................5

           3.02.                   Benefit Payment Dates....................................................................6

           3.03.                   In-Service Withdrawals...................................................................7

           3.04.                   Hardship Provision.......................................................................7

SECTION 4                FUNDING AND ADMINISTRATION.........................................................................8

           4.01.                   Funding..................................................................................8

           4.02.                   Administration...........................................................................8

           4.03.                   Claim Procedure..........................................................................8

           4.04.                   Appeal Procedure.........................................................................9

SECTION 5                AMENDMENT OR TERMINATION OF THE PLAN...............................................................9

           5.01.                   Amendment or Termination of the Plan.....................................................9

SECTION 6                GENERAL PROVISIONS.................................................................................9

           6.01.                   Nonalienation of Benefits................................................................9

           6.02.                   Successors and Mergers, and/or Consolidation............................................10

           6.03.                   Governing Law...........................................................................10

           6.04.                   Employment Not Affected by the Plan.....................................................10

           6.05.                   Severability............................................................................11

           6.06.                   Construction............................................................................11

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