Exhibit 10.5


 


CHEVRON PHILLIPS
CHEMICAL COMPANY LP


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


(As Amended and
Restated

Effective January 1, 2005)


 

















 


CHEVRON
PHILLIPS CHEMICAL COMPANY LP


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


(As
Amended and Restated Effective January 1, 2005)


 


TABLE OF
CONTENTS


 


 


	
  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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CHEVRON
PHILLIPS CHEMICAL COMPANY LP


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


(As
Amended and Restated Effective January 1, 2005)


 


SECTION I


Purpose


 


The purpose of this
amended and restated Supplemental Executive Retirement Plan (the “Plan”)  is to provide retirement benefits to certain
eligible employees (“SERP Members”) of Chevron Phillips Chemical Company LP and
certain Affiliated Employers that adopt this Plan (collectively, the “Participating
Employers”). These benefits are in addition to the retirement benefits that may
be payable under the Chevron Phillips Chemical Company LP Retirement Plan (the “Retirement
Plan”). To accomplish this, the Participating Employers intend to make
supplemental pension and, if appropriate, survivor benefit payments, under the
terms and conditions described below, to those SERP Members and any
beneficiaries of SERP Members whose pension or survivor benefits payable under
the Retirement Plan are reduced by reason of (a) the limitations imposed under
sections 401(a)(17) and/or 415 of the Code, or (b) their deferral of
compensation under the Deferred Compensation Plan (as defined below). In
addition, the benefit payable to a SERP Member may be increased due to the use
of the definitions of “SERP Compensation” and “SERP Highest Average Earnings”
set forth below.


 


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


 


The Plan was originally
established effective January 1, 2001.


 


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


 


SECTION
II


Interpretation
and Definitions


 


A.                                    Interpretation


 


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


 


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


 


(ii)                                  reference
to 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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reference
to a person in a particular capacity excludes such person in any other capacity
or individually;


 


(iii)                               reference
to any gender includes the other gender;


 


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


 


(v)                                 reference
to 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 and
regulations promulgated thereunder, and reference to any section or other
provision of any law means that provision of such law from time to time in
effect and constituting the substantive amendment, modification, codification,
replacement or reenactment of such section or other provision;


 


(vi)                              reference
in the Plan to any article, section, appendix, schedule or exhibit means such
article or section thereof or appendix, schedule or exhibit thereto;


 


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


 


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


 


(ix)                                “or”
is not exclusive;


 


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


 


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


 


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


 


B.                                    Definitions


 


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


 


(2)                                  “Basic Death Benefit” means the benefit
payable under the Retirement Plan to the Beneficiary of a SERP Member on
account of the death of the SERP Member.


 


(3)                                  “Basic Retirement
Benefit” means the benefit payable under the Retirement Plan to a SERP
Member.


 


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


 


(5)                                  “Code” means the
Internal Revenue Code of 1986, as amended.


 


(6)                                  “Company” means Chevron Phillips Chemical
Company 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 the
Chevron Phillips Chemical Company LP Executive Deferred Compensation Plan.


 


(9)                                  “Member” shall
have the meaning set forth in the Retirement Plan.


 


(10)                            “Parent Company” means
Chevron, ConocoPhillips, and their respective successors.


 


(11)                            “Participating Employer” means the Company
or any other Affiliated Employer participating in the Plan as provided in
Section III.E.


 


(12)                            “Plan” means the Chevron Phillips Chemical
Company LP Supplemental Executive Retirement Plan.


 


(13)                            “Retirement Plan” means the Chevron
Phillips Chemical Company LP Retirement Plan.


 


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


 


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


 


(16)                            “SERP Committee” means two or more
individuals designated by the Company to oversee the administration of the
Plan.


 


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(17)                            “SERP Compensation” means “Compensation” as
defined in the Retirement Plan (without regard to Code section 401(a)(17)
limits), but including management incentive bonuses paid pursuant to the
Company’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, with
respect to any SERP Member who is a Phillips Member, the SERP Member’s Average
Final Compensation determined in the same manner such amount was calculated
under 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 payable
as base pay. The bonus amount shall consist of the sum of the 3 highest annual
bonus payments during any 11 calendar year period, while the base pay portion
shall consist of the Phillips Member’s base compensation based upon any 36
consecutive month period preceding the termination of that Phillips Member’s
employment, which produces the highest average. For this purpose, “Phillips
Member”, “Average Final Compensation”, and “Phillips Plan” shall have the
meaning set forth in the Retirement Plan. With regard to all other SERP
Members, the term “SERP Highest Average Earnings” shall have the same meaning
as “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 the
Federal Reserve Statistical Release – H.15 Selected Interest Rates. Should the
Federal Reserve discontinue publishing this document, then the SERP Interest
Rate shall be based on a successor publication as determined by the Company.


 


(20)                            “SERP Member” means an employee of a
Participating Employer who has satisfied the eligibility requirements under the
Retirement Plan, and who satisfies each of the following criteria:  (a) is determined by the Company to be a
member of a select group of management or highly compensated employees within
the 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 the
Plan.


 


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


 


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


 


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


 


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


 


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


 


SECTION
III


Administration
of the Plan


 


A.                                   The
Plan shall be administered by the SERP Committee. The SERP Committee will serve
as such without additional compensation.


 


B.                                     Notwithstanding
any other provision of the Plan, the Plan shall be interpreted, operated and
administered in accordance with Section 409A, except with respect to SERP
Members (or SERP Beneficiaries) covered by Appendix A.


 


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


 


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


 


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


 


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


 


(4)                                  To
retain counsel, employ agents, and provide for such clerical, accounting and
consulting services as they may require in carrying out the provisions of the
Plan; and may allocate among themselves or delegate to other persons all or
such 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 in
relying upon or acting in good faith upon any opinion, report, or information
furnished in connection with the Plan by any accountant, counsel, or other
specialist so retained (including financial officers of the Company, whether or
not such persons are participants in the Plan).


 


(5)                                  To
establish rules for the performance of its powers and duties and for the
administration of the Plan;


 


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(6)                                  To
keep all records and prepare all reports and disclosures necessary to comply
with the reporting and disclosure requirements of ERISA and the Code and to
establish from time to time and at any time, subject to the limitations of the
Plan as set forth herein, such rules and regulations and amendments supplements
thereto, as it deems necessary to comply with applicable law and for the proper
administration of the Plan; and


 


(7)                                  To
administer the claims procedures specified in Section IX.


 


D.                                    The
SERP Committee’s interpretation and construction of the provisions of the Plan
and rules and regulations adopted by the SERP Committee shall be final. No
member of the SERP Committee shall be liable for any action taken, or
determination made, in respect of the Plan in good faith.


 


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


 


SECTION
IV


Supplemental
Retirement Benefits & Supplemental Death Benefits


 


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


 


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


 


C.                                     For
purposes of this Plan, the determination of any amount payable in accordance
with the Plan shall, except as specifically set forth in this Plan, be made in
the same manner as such determination is made under the Retirement Plan
(including, without limitation, the determination of the “Equivalent Actuarial
Value” (as defined by the Retirement Plan) of any form of benefit payable under
this Plan).


 


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SECTION V


Time
and Form of Payment


 


A.


 


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


 


(2)                                  Notwithstanding
the foregoing, for purposes of this Section V only, a transfer of employment to
a Parent Company shall not be deemed to constitute a “Separation of
Service” 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 5
annual installments commencing on January 1 of the calendar year following the
calendar year of the SERP Member’s Separation from Service from the Parent
Company if permitted by Section 409A and the applicable guidance
thereunder,  otherwise payments shall be
made in 5 annual installments commencing on January 1 immediately following the
2 year anniversary of his Separation from Service from the Participating
Employer.


 


B.                                     Notwithstanding
the foregoing, a SERP Member may subsequently elect to receive a lump sum
payment of his Supplemental Retirement Benefit under the Plan in accordance
with such procedures as may be established by the SERP Committee. In addition
to such requirements as the SERP Committee may establish, effective January 1,
2006:


 


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


 


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


 


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


 


C.                                     Notwithstanding
the foregoing, payment to a SERP Member shall be made in a lump sum
distribution the first business day of the month following his Separation from
Service (or first business day of the second month following his Separation
from Service if the separation occurs after the fifteenth day of the month) if
the present value of the SERP Member’s Supplemental Retirement Benefit is less
than $10,000; provided, however, that if a SERP Member is described in
Paragraph A(2) above, payment to the SERP Member shall be made in a lump sum
distribution the first business day of the month following his Separation from
Service from the Parent Company (or first business day of the second month
following his Separation from Service if the separation occurs after the
fifteenth day of the month) if permitted by Section 409A and the applicable
guidance thereunder, otherwise on January 1 immediately following his 2 year
anniversary of Separation from Service from the Participating Employer. In
determining whether the SERP Member’s Supplemental Retirement Benefit is less
than $10,000, the same provisions set forth in the Retirement Plan with respect
to the determination of such values shall be utilized.


 


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


 


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


 


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


 


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


 


(2)                                  The
making of the payment would violate a term of a loan agreement to which the
Company or one of its Affiliated Employers is a party, or other similar
contract 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 its
Affiliated Employers; or


 


(3)                                  The
making of the payment would violate Federal securities laws or other applicable
law;


 


provided, that any
payment subject to this Section V.F. shall ultimately be paid in accordance
with Section 409A.


 


G.                                     For
a 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 outstanding
balance of the SERP Member’s benefit (or a SERP Beneficiary’s benefit, in the
event the SERP Member’s Separation from Service is due to death) under the
Plan, such balance shall earn the SERP Interest Rate.


 


SECTION
VI


Source
of Payment


 


The benefits payable
under this Plan to a SERP Member or their SERP Beneficiary shall be paid from
the general assets of the Participating Employer that employed the SERP Member.
The SERP Member or their SERP Beneficiary shall be an unsecured general
creditor of such Participating Employer with no special or prior right to any
assets of the Participating Employer for payment of any obligations hereunder. Nothing
contained in the Plan shall be deemed to create a trust of any kind for the
benefit of the SERP Member or any SERP Beneficiary, or create any fiduciary
relationship between the Participating Employer or the Company and the SERP
Member or any SERP Beneficiary with respect to any assets of the Participating
Employer or the Company.


 


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SECTION
VII


Withholding


 


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


 


SECTION
VIII


Right
to Amend, Modify, Suspend or Terminate


 


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


 


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


 


C.                                     No
amendment, alteration, modification, or termination shall reduce the accrued
Supplemental Retirement Benefit or Supplemental Death Benefit of any SERP
Member or SERP Beneficiary; provided, however, that this Section VIII.C. shall
not prevent reductions on account of the SERP Member’s Basic Retirement Benefit
ceasing to be affected (or becoming affected to a lesser degree) by the
limitations of sections 401(a)(17), and/or 415 of the Code, and/or the SERP
Member’s deferrals under the Deferred Compensation Plan.


 


D.                                    Notwithstanding
the foregoing, no amendment of the Plan shall apply to amounts paid under
Appendix A, unless the amendment specifically provides that it applies to such
amounts. The purpose of this restriction is to prevent a Plan amendment from
resulting in an inadvertent “material modification” to amounts that are exempt
from the requirements of Section 409A.


 


SECTION
IX


Claim
Review Procedure


 


A.                                   Filing a Claim. A SERP Member or his
authorized representative may file a claim for benefits under the Plan. Any
claim must be in writing and submitted to the SERP Committee at such address as
may be specified from time to time. Claimants will be notified in writing of
approved claims, which will be processed as claimed. A claim is considered
approved only if its approval is communicated in writing to a claimant.


 


B.                                     Denial of Claim. In the case of the denial
of a claim respecting benefits paid or payable with respect to a SERP Member, a
written notice will be furnished to the claimant within 90 days of the date on
which the SERP Committee receives the claim. If special circumstances (such as
for a hearing) require a longer period, the claimant will be notified in
writing, prior to the expiration of the 90-day period, of the reasons for an
extension of time; provided,


 


9

















 


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


 


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


 


(1)                                  the
specific reason or reasons for the denial;


 


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


 


(3)                                  a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(4)                                  an
explanation of the procedure for review of the denied or partially denied claim
set forth below, including the claimant’s right to bring a civil action under
ERISA 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 have
the right to submit a written request to the SERP Committee for a full and fair
review of the denied claim by filing a written notice of appeal with the SERP
Committee within 60 days of the receipt by the claimant of written notice of
the denial of the claim. A claimant or the claimant’s authorized representative
will have, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claimant’s
claim for benefits and may submit issues and comments in writing. The review
will take into account all comments, documents, records, and other information
submitted by the claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.


 


If the claimant fails to file a request for review
within 60 days of the denial notification, the claim will be deemed abandoned
and the claimant precluded from reasserting it. If the claimant does file a
request for review, his request must include a description of the issues and
evidence he deems relevant. Failure to raise issues or present evidence on
review will preclude those issues or evidence from being presented in any
subsequent proceeding or judicial review of the claim.


 


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


 


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


 


(2)                                  specific
reference to pertinent Plan provisions on which the adverse determination is
based;


 


(3)                                  a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits; and


 


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(4)                                  a
statement describing any voluntary appeal procedures offered by the Plan and
the claimant’s right to obtain the information about such procedures, as well
as a statement of the claimant’s right to bring an action under ERISA section
502(a).


 


A decision will be rendered no more than 60
days after the SERP Committee’s receipt of the request for review, except that
such period may be extended for an additional 60 days if the SERP Committee
determines that special circumstances (such as for a hearing) require such
extension. If an extension of time is required, written notice of the extension
will 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 procedures
set forth in this Section shall be final and binding on all parties. No legal
action for benefits under the Plan shall be brought unless and until the
claimant has exhausted his remedies under this Section. In any such legal
action, the claimant may only present evidence and theories, which the claimant
presented during the claims procedure. Any claims, which the claimant does not
in good faith pursue through the review stage of the procedure, shall be
treated as having been irrevocably waived. Judicial review of a claimant’s
denied claim shall be limited to a determination of whether the denial was an
abuse of discretion based on the evidence and theories the claimant presented
during the claims procedure.


 


G.                                     Limitations Period. Any suit or legal
action initiated by a claimant under the Plan must be brought by the claimant
no later than one year following a final decision on the claim for benefits by
the SERP Committee. The one-year limitation on suits for benefits will apply in
any forum where a claimant initiates such suit or legal action.


 


SECTION X


Miscellaneous


 


A.                                   No Assignment of Benefits.


 


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


 


(2)                                  Notwithstanding
the preceding, benefits payable under the Plan shall be paid to the SERP
Member, the SERP Member’s spouse or the SERP Beneficiary in accordance with the
provisions of this Plan except to the extent that such benefits are required to
be paid to an alternate payee under the provisions of a qualified domestic
relations order (a “QDRO”) which satisfies the requirements of section 414(p)
of the Code. The provisions set forth in the Retirement 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 Retirement Plan,
the provisions of which are hereby


 


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


 


B.                                     No Enlargement of Employment Rights. Neither
the establishment or maintenance of this Plan, the payment of any amount by the
Participating Employers nor any action of the Participating Employers or the
SERP Committee shall be held or construed to confer upon any individual any
right to be continued as an employee nor, upon dismissal, any right or interest
in the Plan other than as provided in the Plan. The Participating Employers
expressly reserve the right to discharge any employee at any time.


 


C.                                     Applicable Law; Severability. This Plan
hereby created shall be construed, administered and governed in all respects in
accordance 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 invalid
or unenforceable by a court of competent jurisdiction, the remaining provisions
hereof shall continue to be fully effective.


 


 


IN WITNESS WHEREOF, Chevron Phillips Chemical
Company LP by its duly authorized officer(s), has caused the Plan to be amended
and restated on the 24 day of February, 2006.


 


 


CHEVRON
PHILLIPS CHEMICAL COMPANY LP


 


 


	
  /s/ James L. Gallogly

  	
   

  
	
   

  
	
   

  
	
  TITLE:

  	
  President and Chief
  Executive Officer

  	
   

  
			



 


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APPENDIX A


GRANDFATHERED
PARTICIPANTS


 


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


 


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