Pension Benefit Restoration Plan dated December 31, 2008, restated



 Exhibit 10.29 
 KRATON POLYMERS U.S. LLC 
 PENSION BENEFIT
RESTORATION PLAN 
 (Effective January 1, 2002) 
 (As Amended and Restated December 18, 2008) 









 TABLE OF CONTENTS 
  

			
	 	  	Page
	 ARTICLE I INTRODUCTION
	  	1
		
	 ARTICLE II DEFINITIONS AND GENERAL PROVISIONS
	  	1
		
	 ARTICLE III ELIGIBILITY AND PARTICIPATION
	  	7
		
	 ARTICLE IV BENEFITS
	  	8
		
	 ARTICLE V VESTING
	  	12
		
	 ARTICLE VI DEATH BENEFITS
	  	13
		
	 ARTICLE VII SPECIAL DISTRIBUTION PROCEDURES
	  	15
		
	 ARTICLE VIII PLAN ADMINISTRATION
	  	16
		
	 ARTICLE IX AMENDMENT AND TERMINATION
	  	18
		
	 ARTICLE X CLAIMS PROCEDURE
	  	19
		
	 ARTICLE XI MISCELLANEOUS PROVISIONS
	  	21

  

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 KRATON POLYMERS U.S. LLC 
 PENSION BENEFIT RESTORATION PLAN 
 ARTICLE I 
 INTRODUCTION 
 KRATON POLYMERS U.S. LLC, a Delaware limited liability corporation, adopted and published this instrument for the purpose of establishing,
in its entirety, effective as of January 1, 2002, the provisions of its deferred compensation plan presently known as the KRATON Polymers U.S. LLC Pension Benefit Restoration Plan (the “Restoration Plan”). The Restoration Plan
is hereby amended and restated in its entirety as of December 18, 2008. 
 The purpose of the Restoration Plan is to
restore certain benefits under the KRATON Polymers U.S. LLC Pension Plan, which eligible employees and their beneficiaries otherwise would lose as a result of certain limitations placed upon tax-qualified retirement plans under the Code (as defined
below). The pertinent limitations placed upon KRATON Polymers U.S. LLC Pension Plan by the Code relate to the amount of pension benefits that a Participant (as defined below) can receive on an annual basis and the amount of annual compensation that
can be used in calculating any such pension benefits. By restoring any lost pension benefits, the Restoration Plan is intended to treat the Participants as if they were unaffected by these Internal Revenue Code limitations. The Restoration Plan is
intended to be an “unfunded” plan, maintained exclusively for the purpose of providing deferred compensation for a “select group of management or highly compensated employees,” as both terms are defined under Sections 201(2),
301(a)(3), and 401(a)(1) of ERISA. 
 The terms and provisions of the Restoration Plan are as follows: 
 ARTICLE II 
 DEFINITIONS AND GENERAL PROVISIONS 
 2.1 “Accredited Service” means service recognized for the purposes of
computing the amount of the Supplemental Pension Benefit under Article IV and for determining the amount of vesting under Section 5.1. A Participant shall be credited with Accredited Service for all Periods of Service during which the
Participant was employed by the Employer. In addition, a Participant who has authorized a transfer of assets and liabilities from the Shell Pension Plan to the Restoration Plan as of the Effective Date shall also be credited with Accredited Service
for

  

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Predecessor Employer Service. Periods of Service shall be computed in years and months and shall be aggregated on the basis that 12 one-month Periods of Service shall equal one full “Year of
Accredited Service”. For purposes of the preceding sentence, a Participant shall be credited with a one-month Period of Service for each month in which he or she is credited with at least one Hour of Service. 
 2.2 “Actuarial Equivalent” means a form of benefit differing in time, period or manner of payment from a specific benefit, such as the
monthly benefit, provided under the terms of the Restoration Plan, but having the same value as such specific benefit when computed using the same actuarial assumptions and tables as provided for in Section 1.17 of the Pension Plan. For
purposes of Section 4.3 herein, Actuarial Equivalent shall be determined using the interest rate and mortality table set forth in Section 1.17 of the Pension Plan for determining actuarial equivalencies pursuant to Sections 4.5(f) and
5.1(c) of the Pension Plan. 
 2.3 “Average Final Compensation” means the average monthly Compensation on a full-time earnings
basis of a Participant during the thirty-six (36) completed consecutive calendar months (or the actual number of months if less) during the last ten (10) years of his or her Accredited Service (or the actual number of years if less)
immediately preceding or ending with his or her Separation from Service affording the highest such average. The Average Final Compensation of persons employed on a part-time basis shall be adjusted to reflect full-time Compensation throughout a Year
of Accredited Service. 
 2.4 “Beneficiary” means any person who becomes entitled to receive any distribution hereunder by
reason of the death of a Participant. 
 2.5 “Board of Directors” means the board of directors of the Company. 
 2.6 “Change of Control” means (a) A sale of all or substantially all of the assets of the Company to a Person who is not an Affiliate
of KRATON Polymers U.S. LLC or any entity in which the shareholders of the Company immediately prior to such transaction do not control (within the meaning of Rule 405 of the Securities Act of 1933, as amended) more than 50% of the voting power
immediately following the transaction; (b) A sale by KRATON Polymers U.S. LLC or any of its Affiliates resulting in more than 50% of the voting stock of the Company being held by a Person or Group that does not include KRATON Polymers U.S. LLC
or any of its Affiliates; or (c) A merger or consolidation of the Company into another Person which is not an Affiliate of KRATON Polymers U.S. LLC or an entity in which the shareholders of the

  

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Company immediately prior to such transaction do not control (within the meaning of Rule 405 of the Securities Act of 1933, as amended) more than 50% of the voting power immediately following the
transaction. For purposes of this definition, (i) “Group” means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of
securities of the Company; (ii) “Affiliate” means (A) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, and (B) with respect to
the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest; and (iii) “Person” means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. 
 2.7
“Code” means the Internal Revenue Code of 1986, as amended and then in effect. 
 2.8 “Committee” means the
Pension Committee of KRATON Polymers U.S. LLC. 
 2.9 “Company” means KRATON Polymers U.S. LLC, a Delaware limited liability
corporation, together with any successor thereto which adopts the Restoration Plan by appropriate written action. 
 2.10
“Compensation” means a Participant’s regular salary or wages paid in cash by the Employer for personal services actually rendered in the course of employment with the Employer maintaining the Restoration Plan, including salary
deferrals pursuant to any salary reduction agreement under Section 125 or 401(k) of the Code that are not currently includible in the Employee’s gross income. Compensation includes, but is not limited to, the applicable straight-time
portion of night shift bonus payments for an Employee’s assignment for no more than 40 straight time hours per work week, including such payments as calculated under shift supervisors’ differential, the applicable straight-time portion of
pay and night shift bonus payments, including such payments as calculated under shift supervisors’ differential, for hours in excess of 40 straight time hours per work week that are part of an established normal work schedule and nondeferred
payments under incentive compensation plans prior to the Severance From Employment Date (including payments under an annual incentive program made by Shell Chemical for the year 2000 after termination of employment with Shell Chemical), provided
that no more than three consecutive payments of incentive compensation shall be taken into account (considering the sum of any Shell Chemical payment for the year 2000 and payment of the

  

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incentive compensation by the Company in 2001 as a single payment). Compensation excludes overtime, extended work week pay, premium remuneration, special bonuses, severance payments, gainsharing,
retention payments, stock options, phantom stock options, long-term performance units and other deferred or extra compensation, house or living allowances, payments made in connection with Severance From Employment for accumulated vacation not
taken, Company contributions to any Company profit-sharing plan and amounts credited under any other qualified or non-qualified plan of deferred compensation, other than salary deferrals pursuant to a salary reduction agreement under
Section 401(k) of the Code. 
 Compensation for any Employee whose Severance From Employment Date occurs before the last
day of any month shall be rounded to the end of that month at the salary or hourly rate payable to such Employee at the Severance From Employment Date. Compensation for Leaves of Absence is based on the Compensation paid by the Employer with respect
to such period of absence or the amount that would have been paid but for such absence, whichever is greater. Compensation for an Employee whose hourly rate of pay is based on a normal work schedule of greater than 8 hours per work day and/or 40
hours per work week shall be determined as if such hourly rate had been based on a normal work schedule of no greater than such number of hours. 
 For purposes of this definition, prior to the Effective Date of the Restoration Plan, any compensation received for Predecessor Employer Service with Shell Chemical that constituted compensation under the
terms of the Shell Pension Plan shall constitute compensation under the Restoration Plan with respect to an Eligible Employee who authorized a transfer of assets and liabilities from the Shell Pension Plan to the Restoration Plan as of the Effective
Date. 
 The Compensation limitations imposed by Code Section 401(a)(17)(b) and Section 1.9 of the Pension Plan shall
not apply to the definition of Compensation as described herein. 
 2.11 “Disability” means a Participant’s physical or
mental condition that renders it unlikely that the individual will ever again be able to be employed in his or her normal occupation. Disability will be determined by the Committee upon the advice of two duly qualified physicians, one chosen by the
Committee and the other of whom is the Participant’s attending physician, taking into account the opinion of a third duly qualified physician selected by the Committee in the event of a disagreement. An individual shall not be deemed to have a
Disability if he or she refuses to submit to an examination that may by requested by any physician. The Committee will apply the provisions of this Section in a nondiscriminatory,

  

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consistent and uniform manner. Notwithstanding the foregoing, an individual shall not be deemed to have a Disability unless such disability meets the definition of disability set forth in
Section 409A of the Code. 
 2.12 “Effective Date” of the Retention Plan means January 1, 2002. 
 2.13 “Election Form” shall have the meaning set forth in Section 3.2 herein. 
 2.14 “Eligible Employee” means any employee of an Employer who meets the requirements of Section 3.1 herein. 
 2.15 “Employer” means the Company and any other corporation which shall elect, with the consent of the Company, to participate in the
Restoration Plan in the manner described in Section 3.6, or any successor corporation which shall adopt the Restoration Plan. If any such corporation shall terminate its participation in the Restoration Plan, such corporation shall cease to be
an Employer. 
 2.16 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended and then in effect.

 2.17 “Hour of Service” means any and each hour for which an individual is paid or entitled to payment for the performance of
duties for the Company, or any and each hour of Predecessor Employer Service as defined below. 
 2.18 “Normal
Retirement Age” means the first day of the month in which a Participant attains his or her sixty-fifth (65th) birthday. 
 2.19 “Normal Retirement Date” means the first of the month concurrent with or next following the participant’s attainment of age sixty-five (65). 
 2.20 “Participant” means any Eligible Employee who meets the eligibility requirements for participation in the Restoration Plan as set forth in Article III or any former eligible
employee under the Restoration Plan or the Shell Pension Plan who has a vested interest in the Restoration Plan. 
 2.21 “Period of
Service” means the period of time beginning with an Employee’s commencement date or reemployment date as those terms are defined in the Pension Plan and ending with the Employee’s Severance From Employment Date. 
 2.22 “Pension Plan” means the KRATON Polymers U.S. LLC Pension Plan (effective as of March 1, 2001). 
  

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 2.23 “Predecessor Employer Service” means service provided by an individual to the Shell
Chemical Company, or any other company that is an affiliate or subsidiary of KRATON Polymers U.S. LLC. 
 2.24 “Restoration
Plan” means the KRATON Polymers U.S. LLC Pension Benefit Restoration Plan as described herein in this document. 
 2.25
“Severance From Employment Date” means the date a Participant experiences a separation from service as determined in accordance with Section 409A of the Code. 
 2.26 “Supplemental Pension Benefit” means the additional pension benefit determined in accordance with Article IV herein payable to individuals who satisfy the eligibility provisions
of the Restoration Plan. 
 2.27 General Provisions. Any term not specifically defined in the Restoration Plan will have the meaning
provided to such term as defined under the Pension Plan. In addition, the masculine wherever used herein shall include the feminine; singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the
provisions to which they are principally applicable. The division of the Restoration Plan into Articles and Sections with captions has been done for convenience only and is not to be taken as limiting or extending the meaning of any of its
provisions. 
  

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 ARTICLE III 
 ELIGIBILITY AND PARTICIPATION 
 3.1 Eligibility to Receive
Supplemental Pension Benefits. In order to receive a Supplemental Pension Benefit from the Company pursuant to Article IV herein, an individual must be eligible to participate in the Pension Plan as prescribed by the eligibility
requirements of Article II of the Pension Plan, and must be among a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a) of ERISA. Such individual also must: (i) have
“Average Final Compensation,” as that term is defined in the Pension Plan, that is in excess of the eligible compensation amount that may be taken into account pursuant to Section 401(a)(17)(B) of the Code; or (ii) have the
amount of his or her annual pension benefit payable from the Pension Plan limited by the annual benefit limitations of Section 415 of the Code. Finally, no individual will be eligible for the Restoration Plan if he or she otherwise is receiving
supplemental pension benefits from some other plan, program, or arrangement established by the Company for the purpose of compensating for the loss of pension benefits from the Pension Plan due to the limitations of the Code. 
 3.2 Election Form. All Participants in the Restoration Plan as of December 18, 2008 must complete and return to the Company an Election Form, as
provided by the Committee, on or before December 31, 2008. The Election Form shall provide the Participant with the opportunity to choose the timing and form in which the Participant will receive any Supplemental Pension Benefit payable
hereunder, and shall become irrevocable on December 31, 2008. All Employees who first become eligible to participate in the Restoration Plan after December 31, 2008, shall be notified in writing when he or she becomes eligible to
participate in the Restoration Plan and must complete and return the Election Form to the Employer within thirty days of commencing participation in the Restoration Plan. 
  


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 ARTICLE IV 
 BENEFITS 
 4.1 Amount of Supplemental Pension Benefits.

  

	 	(a)	Normal Retirement. A Participant who is entitled to receive a Supplemental Retirement Benefit in connection with his or her Normal Retirement Date will receive a
Supplemental Pension Benefit that is paid, in the case of a lump sum payment, or the payment of which commences, in the case of an annuity, within 90 days of the Normal Retirement Date equal to: 

  

	 	(i)	1.6% of the Participant’s Average Final Compensation multiplied by his or her Years of Accredited Service, minus (ii) below. 

  

	 	(ii)	The Participant’s vested benefit accrued in accordance with the provisions of Section 4.1(b)(i) of the Pension Plan without any reduction for Primary Social
Security Benefits as prescribed under either Section 4.1(b)(1)(i)(A) or Section 4.1(b)(1)(i)(B) of the Pension Plan. 

  

	 	(b)	Early Retirement. If the Participant is entitled to and elects to receive his or her Supplemental Pension Benefit prior to his or her Normal Retirement Date in
accordance with Section 4.1(a), and other than in the event of the Participant’s death or Disability, the Supplemental Pension Benefit shall be reduced for early commencement in accordance with the applicable factor set forth below:


  

			
	 Participant’s Age
 (Nearer Birthday)
 When Supplemental Pension Benefit
Commences
	  	Percentage of Supplemental Pension
Benefits
	 60 or older
	  	100%
	 59
	  	95%
	 58
	  	90%

  

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	 57
	  	
	 56
	  	80%
	 55
	  	75%
	 54
	  	70%
	 53
	  	65%
	 52
	  	60%
	 51
	  	55%
	 50
	  	50%

 The Supplemental Pension Benefit as calculated pursuant to this Section 4.2 shall not be
affected by the limitations imposed by the Code or by Section 4.6 of the Pension Plan. 
 4.2 Timing of Distributions. 

 

	 	(a)	 A Participant entitled to receive a Supplemental Pension Benefit will receive such Supplemental Pension Benefit in accordance with the elections as
designated on his or her Election Form. At the time the Participant completes the Election Form, he or she may choose to receive distribution in the case of lump sum payment, or begin receiving distributions in the case of an annuity (i) within
90 days following his or her Normal Retirement Date, (ii) within 90 days following his or her Severance from Employment Date if the Participant experiences a Severance from Employment prior to his or her Normal Retirement Date and the
Participant’s total age and Years of Accredited Service as of the Severance from Employment Date equals or exceeds 80, or (iii) for those Participants who make such an election on or prior to December 31, 2008, as soon as practicable
following July 1, 2009 but in no event later than December 31, 2009. For purposes of determining the benefit payable under 4.2(a)(iii) only, “Average Final Compensation” shall mean the average monthly Compensation on a full-time
earnings basis of a Participant during the thirty-six (36) completed consecutive calendar months (or the actual number of months if less) during the last ten (10) years of his or her Accredited Service (or the actual number of years if



  

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less) immediately preceding or ending on December 31, 2008 affording the highest such average. 


  

	 	(b)	If the Participant fails to timely complete and return an Election Form in accordance with Section 3.2, then the Participant shall receive distribution in
connection within 90 days following his or her Normal Retirement Date. 

 4.3 Limited Cashouts. The Committee may, from
time to time and in its sole discretion, provide a mandatory lump sum payment of a Participant’s benefits under the Restoration Plan to the extent such amounts deferred under the plan do not exceed the applicable dollar amount under
Section 402(g)(1)(B) of the Code and provided that such payment will result in the termination and liquidation of the entirety of the Participant’s interest under the Restoration Plan and all other plans which are treated as having been
deferred under a single nonqualified deferred compensation plan pursuant to §1.409A-1(c)(2) of the regulations promulgated under the Code. 
 4.4 Form of Distributions. All distributions made under the Restoration Plan shall be made in cash. The Supplemental Pension Benefit shall be distributed to a Participant, in accordance with his or her election as designated on the
Participant’s Election Form, as a single lump sum cash payment or pursuant to an optional distribution method as described below. Notwithstanding the foregoing, the Supplemental Pension Benefit shall be paid in a lump sum cash payment in the
event (i) the Participant submits an Election Form and elects a distribution in accordance with Section 4.2(a)(iii) or (ii) the Participant fails to timely complete and submit an Election Form in accordance with Section 3.2. If
the Participant so elects on his or her Election Form, he or she may receive, in lieu of the Supplemental Pension Benefit in a lump sum cash payment, an Actuarial Equivalent optional Supplemental Pension Benefit as described below. 
 Option 1. A modified Supplemental Pension Benefit payable in monthly installments during the Participant’s life ending with the last
monthly payment before death. 
 Option 2. A modified Supplemental Pension Benefit payable in monthly installments during the
Participant’s life and after his or her death payable during the life of and to his or her Beneficiary ending with the last monthly payment before the Beneficiary’s death. 
  

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 Option 3. A modified Supplemental Pension Benefit payable during the Participant’s Life
and after his death payable in an amount less than that described in Option 2, provided that such lesser amount is a multiple of $10. 
  

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 ARTICLE V 
 VESTING 
 5.1 Vesting. The Participant shall have a 100 percent
(100%) vested nonforfeitable right to his or her Supplemental Pension Benefit upon the earlier of the attainment of his or her Normal Retirement Age or upon completion of five Years of Accredited Service. 
 5.2 Automatic Vesting. Notwithstanding anything to the contrary contained in Section 5.1 herein, the Participant shall become 100% vested in his
or her Supplemental Pension Benefit upon the occurrence of any of the following events: 
  

	 	(a)	a Change in Control; or 

  

	 	(b)	the Disability or death of the Participant. 

  

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 ARTICLE VI 
 DEATH AND DISABILITY BENEFITS 
 6.1 Distribution upon Death. In
the event a Participant dies prior to commencing receipt of his or her Supplemental Pension Benefit, the Participant’s surviving spouse, or his or her designated Beneficiary if the Participant dies without a spouse, shall receive a Supplemental
Pension Benefit equal to 50% of the single lump-sum value of the Participant’s Supplemental Pension Benefit as determined under Sections 4.2 herein. 
 6.2 Designating a Beneficiary. A Participant, who is either unmarried or does not have a surviving spouse, may designate any individual to be his or her Beneficiary for purposes of a distribution
of death benefits under Section 6.1 herein by providing the Company written notification of the designation of such Beneficiary; provided that, a written notification designating a beneficiary under the Restoration Plan can not be modified or
amended more than once in a six (6) month period. If the Participant dies without a spouse and has not designated a Beneficiary, the death benefit described in Section 6.1 herein, will be paid to his or her estate. 
 6.3 Distribution upon Disability. The Participant shall designate on his or her Election Form whether in the event he or she undergoes a Disability
he or she will receive a distribution (i) at the time he or she undergoes a Disability, in which case the benefit shall be determined in accordance with this Section 6.3 or (ii) upon attaining Normal Retirement Age, in which case the
benefit shall be determined in accordance with Section 4.2(a). 
  

	 	(a)	A Participant who has not reached his Normal Retirement Age but who has completed at least 15 years of Accredited Service and incurs a Disability shall be eligible to
receive a benefit in accordance with the timing of Disability distribution election as designated on his or her Election Form. 

  

	 	(b)	 A benefit payable pursuant to paragraph (a) above shall be the lesser of (i) 25% of the Participant’s Average Final Compensation or
(ii) his Normal Supplemental Pension Benefit determined in accordance with Section 4.2(a), except that for the purpose of this clause (ii), (A) the Participant’s Average Final Compensation shall be determined by assuming that his
Compensation continued during the period of Disability at the rate at which Average Final Compensation is in effect on the date of Separation



  

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from Service, and (B) Accredited Service shall continue to be granted during the period of his or her Disability in accordance with the Participant’s normal work schedule until the
earliest of the Participant’s recovery from Disability, Normal Retirement Age or death. 


  

	 	(c)	The benefit payable due to Disability commencing on or after the Participant’s eligibility for early retirement pursuant to Section 4.2(b) shall be the
greater of (i) the amount determined in accordance with paragraph (b) above or (ii) the amount of his early retirement income determined in accordance with Section 4.2(b). 

  

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 ARTICLE VII 
 SPECIAL DISTRIBUTION PROCEDURES 
 7.1 Liquidation of the
Company. In the event of the liquidation of the Company, or the sale of substantially all its assets, or its merger or consolidation, the Company may make any alterations in the provisions of the Restoration Plan for distributing any
Supplemental Pension Benefits that have been accrued by Eligible Employees of the Company. Any modification or alterations made pursuant to this Section 7.1 shall be appropriate and equitable under the circumstances, will be consistent with the
spirit and purposes of the Restoration Plan and will comply with Section 409A of the Code. 
  

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 ARTICLE VIII 
 PLAN ADMINISTRATION 
 8.1 Administration. The Restoration Plan
shall be administered as an unfunded deferred compensation plan not intended to meet the qualification requirements of Code Section 401. 
 8.2 Plan Committee. The Restoration Plan shall be administered by a Committee, to be appointed by the Board of Directors. The Committee is authorized to interpret the Restoration Plan and, from time to time, may adopt such rules and
regulations, consistent with the provisions of the Restoration Plan, as it may deem advisable to carry out the purposes of the Restoration Plan. 
 The Committee will operate and administer the Restoration Plan and shall have all powers necessary to accomplish that purpose, including, but not limited to, the discretionary authority to interpret the
Restoration Plan; the discretionary authority to determine all questions relating to the rights and status of Eligible Employees, Participants and Beneficiaries; the discretionary authority to make such rules and regulations for the administration
of the Restoration Plan as are not inconsistent with the terms and provisions hereof; and all other authority and power relating to the administration of the Restoration Plan not expressly reserved by the Restoration Plan to the Company. All
decisions made by the Committee shall be final, conclusive and binding on all parties with an interest in the Restoration Plan. 
 Without limiting the powers set forth herein, the Committee shall have the power to: (i) with the consent of the Company’s members, change or waive in writing any requirements of the Restoration Plan to conform with law, including
but not limited to Section 409A of the Code, or to meet special circumstances not anticipated or covered in the Restoration Plan; (ii) determine the times and places for holding meetings of the Committee and the notice to be given of such
meetings; (iii) employ or otherwise retain such agents and assistants, counsel (who may be of counsel to the Company herein), and clerical and other service providers as the Committee may require in carrying out the provisions of the
Restoration Plan; (iv) authorize one or more of their number, or any agent thereof, to execute or deliver any instrument on behalf of the Committee; and (v) make determinations regarding eligibility to participate in the Restoration Plan.

 The members of the Committee, the Company, and the Company’s directors and officers shall be entitled to rely upon all
valuations, certificates and reports furnished by any

  

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funding agent, upon all certificates and reports made by an accountant, and upon all opinions given by any legal counsel selected or approved by the Committee. The members of the Committee, along
with the Company and its officers and directors shall, except as otherwise provided by law, be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any such valuations, certificates, reports, opinions or
other advice of a funding agent or any such accountant or counsel. 
 8.3 Payment of Expenses. All costs and expenses incurred in
administering the Restoration Plan shall be paid by the Company or charged against Participants’ accounts, as determined by the Company acting in its sole discretion. 
  


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 ARTICLE IX 
 AMENDMENT AND TERMINATION 
 9.1 Amendment. The Company hereby
reserves the right, at any time and from time to time, by written action of the Company’s members (or by written action of an officer or officers of the Company to whom such Company’s members have delegated the authority to amend the
Restoration Plan), to amend, modify or alter any or all of the provisions of the Restoration Plan without the consent of any other Employer or any Eligible Employee, Participant, Beneficiary, or other person; however, no amendment shall operate
retroactively so as to affect adversely any rights to which a Participant may be entitled under the provisions of the Restoration Plan as in effect prior to such action except to the extent required by law or to avoid the imposition of a penalty tax
under the Code. Any such amendment, modification or alteration shall be expressed in an instrument executed by an authorized officer or officers of the Company and shall become effective as of the date designated in such instrument. A copy of any
amendment made to the Restoration Plan shall be delivered to all Employers, if any, as soon as practicable following its adoption. 
 9.2
Termination. The Company reserves the right to suspend, discontinue or terminate the Restoration Plan, at any time, in whole or in part, by written action of its officers, effective as of the date designated in such written action, and
without the consent of any other Employer, or any Eligible Employee, Participant, Beneficiary, or other person, provided that any such termination shall comply with Section 409A of the Code. A copy of such written action to suspend, discontinue
or terminate the Restoration Plan shall be delivered to all Employers, if any, immediately following its adoption. 
 Any
Employer may terminate its participation in the Restoration Plan at any time by providing written notice thereof to the Company, signed by an officer of such Employer; however, no such termination shall operate retroactively so as to adversely
affect any rights to which a Participant may be entitled under the provisions of the Restoration Plan as in effect prior to such action, and provided further that any termination of the Restoration Plan and distributions in connection with such
termination shall comply with the requirements of Section 409A and shall be done in a manner intended to avoid any adverse tax consequences thereunder for any Participants. 
  

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 ARTICLE X 
 CLAIMS PROCEDURE 
 10.1 Filing Claims. Any Participant,
Beneficiary or other individual (hereinafter, the “Claimant”) entitled to benefits under the Restoration Plan, or otherwise eligible to participate herein, shall be required to file a written claim with the Committee (or its designee)
requesting payment or distribution of such Supplemental Pension Benefits (or written confirmation of Plan eligibility, as the case may be), on such form and in such manner as the Committee shall prescribe. Unless and until an individual makes proper
application for Supplemental Plan Benefits in accordance with the rules and procedures established by the Committee, such individual shall have no right to receive any distribution from or under the Restoration Plan. The Committee (or its designee)
shall, within ninety (90) days of the receipt of the claim, furnish to such Claimant a written notice of its decision. If the Committee requires additional time to review the claim application filed by a Claimant, the Committee shall send a
written notification to the Claimant extending the initial review period an additional ninety (90) days. 
 10.2 Notification to
Claimant. If a Claimant’s application is wholly or partially denied, such notices shall be written in a manner calculated to be understood by such Claimant, and shall contain at least the following information: 
  

	 	(a)	The specific reason or reasons for such denial; 

  

	 	(b)	A specific reference to pertinent provisions of the Restoration Plan upon which such denial is based; 

  

	 	(c)	A description of any additional material or information necessary for such Claimant to perfect his or her claim, and an explanation of why such material or information
is necessary; and 

  

	 	(d)	An explanation of the claim review procedure of the Restoration Plan that describes the steps to be taken by such Claimant, if he or she wishes to submit his or her
claim for further review. 

 10.3 Review Procedure. Within sixty (60) days after the receipt of such notice from the
Committee, such Claimant, or the duly authorized representative thereof, may request, by written application to the Restoration Plan, a review by the Committee of the decision denying such claim. In connection with such review, such Claimant, or
duly authorized representative thereof, shall be entitled to receive any and all documents pertinent to the claim or its denial and shall

  

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also be entitled to submit issues and comments in writing. The decision of the Committee upon such review shall be made promptly and not later than sixty (60) days after the receipt of such
request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after the Committee’s receipt of
a request for review. Any such decision made upon review shall be in writing and shall include specific reasons for the decision and specific references to the pertinent provisions of the Restoration Plan on which the decision is based. 

 

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 ARTICLE XI 
 MISCELLANEOUS PROVISIONS 
 11.1 Employment Relationship.
Nothing in the adoption or maintenance of the Restoration Plan shall confer on any Eligible Employee the right to continued employment with the Company (or, as applicable, an Employer) or any affiliate or subsidiary corporation thereof, or affect in
any way the right of the Company or an Employer, or such affiliate or subsidiary, to terminate such Eligible Employee’s employment at any time. Any question as to whether and when there has been a termination of a Participant’s employment,
and the cause of such termination, shall be determined by the Committee; any such determination by the Committee shall be final, binding and conclusive. 
 11.2 Facility of Payments. Whenever, in the opinion of the Committee, a person entitled to receive any payment, or installment thereof, is under a legal disability or is unable to manage his or her
financial affairs, the Committee shall have the discretionary authority to direct payments to such person’s legal representative, or to a relative or friend of such person for his or her benefit. Alternatively, the Committee may in its
discretion apply the payment for the benefit of such person in such manner as the Committee deems advisable, provided that such application of benefits is in compliance with Section 409A of the Code. Any such payment or application of benefits,
made in good faith and in accordance with the provisions of this Section 11.2, shall completely discharge any liability of the Restoration Plan, the Company, all Employers, and the Committee with respect to such payment or application of
benefits. 
 11.3 Anti-Alienation. No right, benefit or interest in the Restoration Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, partition, lien, levy, encumbrance or charge; any attempt to anticipate, alienate, sell, assign, pledge, partition, place a lien upon, levy, encumber or charge the same shall be void. No such right, benefit or interest
shall be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits. If a Participant, a Participant’s spouse, or any Beneficiary should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge any right to benefits under the Restoration Plan, then those rights, in the discretion of the Committee, shall cease. In this case, the Committee in its sole discretion may hold or apply the interests at issue, or
any part thereof, for the benefit of the Participant, the Participant’s spouse, or Beneficiary in such manner as the Committee in its sole discretion may deem proper. Notwithstanding the generality of the

  

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foregoing, the Company (or an Employer, as applicable) shall have the unrestricted right to set off against or recover out of any payments or benefits due a Participant or Beneficiary, at the
time such payments or benefits otherwise would have been payable hereunder, any amounts owed or owing to the Company (or Employer) by such Participant or Beneficiary. 
 Without limiting the application of the foregoing provisions, the anti-alienation provisions of this Section 11.3 such provisions shall not apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Participant or former Participant pursuant to any domestic relations order, unless such order is determined by the Plan Administrator to be a “qualified domestic relations order” (as defined in Code
Section 414(p)) or is a domestic relations order entered before January 1, 1985 which satisfies the requirements of Internal Revenue Service Revenue Ruling 80-27. Notwithstanding anything in this Section 11.3 to the contrary, the
provisions of this Section 11.3 shall not prohibit assignments authorized by Code Section 401(a)(13) and approved by the Plan Administrator. 
 11.4 Indemnification. Each Participant, by becoming a Participant hereunder in the Restoration Plan acknowledges and agrees to indemnify and hold the Company (and, if applicable, any Employer) harmless from and against any damages,
losses and expenses (including, without limitation, litigation costs incurred by the Company (or Employer) in connection with the administration of the Restoration Plan) arising from third-party claims or disputes involving the Participant’s
Restoration Plan interest (including, without limitation, tax liens and levies, creditors’ claims, garnishment and bankruptcy proceedings, and proceedings in domestic relations court). 
 11.5 Unclaimed Interests. If the Committee shall at any time be unable to make distribution or payment of benefits hereunder to a Participant or any
Beneficiary of a Participant by reason of the fact that his or her whereabouts are unknown, the Committee shall so certify, and thereafter the Committee shall attempt to locate such missing person. In the event that such missing person is not
located with seven (7) years, then the Committee shall cause the Company to pay over to the Secretary of the State of Texas any and all amounts then owed to such person, in accordance with the Texas unclaimed funds law presently codified at
Chapter 72 of the Texas Property Code, and the Company’s obligations thereto shall thereupon be considered fully and completely discharged and satisfied. 
  

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 11.6 References to Code, Statutes and Regulations. Any and all references in the Restoration Plan to
any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall be deemed to refer also to any successor statute, law, regulation, ruling or order. 
 11.7 Liability. The Company and its directors, officers and employees shall be free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts, omissions and
conduct of duly appointed agents, in the administration of the Restoration Plan, except to the extent that the effects and consequences of such personal acts, omissions or conduct result from willful misconduct. 
 11.8 Company as Agent for Employers. Each corporation which becomes a participating Employer hereunder, by so doing, shall be deemed to have
appointed the Company its agent and attorney-in-fact to exercise on its behalf all of the powers and authority hereby conferred upon the Company under the Restoration Plan including, without limitation, the power and authority to amend and terminate
the Restoration Plan. The Company’s power and authority under the Restoration Plan shall continue, regardless of whether an Employer terminates its participation in the Restoration Plan. 
 11.9 Governing Law; Severability. The Restoration Plan shall be construed according to the laws of the State of Texas, and all provisions hereof
shall be administered according to the laws of that State, except to the extent preempted by federal law (including, without limitation, ERISA). In the event that any one or more of the provisions of the Restoration Plan shall for any reason be held
to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of the Restoration Plan; rather, the Restoration Plan shall be construed as if such invalid, illegal, or unenforceable
provisions had never been contained herein, and there shall be deemed substituted such other provision as will most nearly accomplish the intent of the parties to the extent permitted by applicable law. 
 11.10 Taxes. The Employer of a Participant shall be entitled to withhold and remit any federal, state and local taxes from any distribution made
hereunder as such Employer believes necessary, appropriate, or required by relevant law, regulation or ruling. 
 11.11 Tax Consequences of
Participation. While the Restoration Plan is designed to provide Eligible Employees the opportunity to defer payment of Compensation on a tax-deferred basis, the Company makes no representation, warranty or guarantee of any federal, state or
local tax consequences of participation in the Restoration Plan to any Participant or Beneficiary (or personal representative or attorney-in-fact for such Participant or Beneficiary). 
  

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 IN WITNESS WHEREOF, KRATON Polymers U.S. LLC, by action of its Members, has duly adopted the
amended and restated KRATON Polymers U.S. LLC Pension Benefit Restoration Plan, this 18th day of December, 2008. 
  

			
	KRATON Polymers U.S. LLC
		
	By	 	 
		
	Title 	 	 


  

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