exh10-2.htm


     

    
      

      

    

     

     

    EMPLOYMENT
AGREEMENT

     

    This
EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc.,
a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership
(collectively referred to as the “Company”), and Ruth I. Dreessen, the
undersigned individual (“Dreessen”) to be effective as of July 1, 2006 (the
“Effective Date”).

     

    RECITALS

     

    WHEREAS,
the Company desires to employ Dreessen and assure itself of the continued
availability of Dreessen’s services and of reasonable protections against use of
its trade secrets and Dreessen competing against it;

     

    WHEREAS,
Dreessen will be given overall responsibilities for managing the financial and
accounting affairs associated with the Company’s businesses; and

     

    WHEREAS,
in such capacity Dreessen will develop or have access to all of the business
plans, methods and confidential information relating to the Company and its
subsidiaries, including, but not limited to, its production and marketing
strategies and methods, its customer development and business expansion
objectives and projects, its pricing practices and its customer list and
information regarding other business relationships.

     

    AGREEMENT

     

    NOW,
THEREFORE, intending to be legally bound and in consideration of the mutual
covenants and agreements hereinafter set forth, the Company agrees to employ
Dreessen, and Dreessen agrees to be employed by the Company, on the following
terms and conditions:

     

    1.           Employment.  Upon
the Effective Date, the Company will employ Dreessen as Vice President and Chief
Financial Officer.  Dreessen shall manage, direct and perform such
duties as the Company’s Board of Directors from time to time may assign or
delegate to her consistent with the Company’s By-laws and duties of officers
with her title in similarly situated organizations.  Dreessen shall
devote her best efforts and attention to these duties, and not engage or
participate in activities in conflict with the best interests of the Company or
perform services for any other person, business or entity; provided, however, Dreessen may
serve as a member of the Board of Directors of other organizations that do not
compete with the Company, and may participate in other professional, civic,
governmental organizations and activities that do not materially affect her
ability to carry out her duties hereunder.

     

    As an
inducement to the Company to enter into and continue this Agreement, Dreessen
represents and warrants to the Company that she is free to accept employment and
perform her duties hereunder and that she has no prior or other obligations or
commitments of any kind to anyone that would in any way hinder or interfere with
her acceptance of, or the full, uninhibited and faithful performance of such
employment, or the exercise of her best efforts as the Vice President and Chief
Financial Officer of the Company.

     


    
      
         


      

      
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    2.           Term.  Dreessen’s
employment under this Agreement shall be for twenty-four (24) months (the
“Initial Term”), thereafter renewable annually by Dreessen and the Company’s
Board of Directors (the “Extension Term” and together with the Initial Term, the
“Term”).  Notwithstanding the foregoing, upon a termination of this
Agreement under Sections 4(d), (e) or (f), Dreessen’s employment shall terminate
except that Dreessen will be paid her compensation in accordance with Section
4(d) below.

     

    3.           Compensation and
Benefits.  The Company and Dreessen shall accept as full
consideration for her services rendered under this Agreement the
following:

     

    (a)           Base
Salary.

     

    (i)           During
the Initial Term, Dreessen shall be paid a base salary (“Base Salary”) at the
annual rate of not less than $375,000.00, payable in installments consistent
with Company’s payroll practices.

     

    (ii)           During
the Initial Term, Dreessen shall also be eligible for a bonus of up to fifty
percent (50%) (1x) of the current Base Salary (the “Initial Bonus”), based upon
the achievement of proposed company-wide and individual performance milestones
to be determined by the Company’s Compensation Committee and approved by the
Board of Directors.

     

    (iii)           The
parties agree and acknowledge that, notwithstanding the foregoing, the Company’s
Board of Directors has the right to review and adjust the annual base salary and
bonus on an annual basis during the Initial Term.  During the second
year of the Initial Term or any Extension Term, Dreessen shall be paid an annual
base salary and bonus mutually agreeable to the parties, but in no event less
that the Base Salary and the Initial Bonus.

     

    (b)           Business
Expenses.  Upon submission of itemized expense statements in
the manner specified by the Company, Dreessen shall be entitled to reimbursement
for reasonable travel and other reasonable business expenses duly incurred by
Dreessen in the performance of her duties under this Agreement.

     

    (c)           Benefit
Plans.  Dreessen shall be entitled to participate in the
Company’s medical and dental plans, life and disability insurance plans and
retirement plans pursuant to their terms and conditions.  Dreessen
shall be entitled to participate in any other benefit plan offered by the
Company to its employees during the term of this Agreement (other than stock
option or stock incentive plans, which are governed by Section 3(b)
above).  Nothing in this Agreement shall preclude the Company from
terminating or amending any employee benefit plan or program from time to
time.

     

    (d)           Vacation.  Dreessen
shall be entitled to five (5) weeks of vacation each year of full employment,
exclusive of legal holidays, as long as the scheduling of Dreessen’s vacation
does not interfere with the Company’s normal business operations.

     


    
      
         


      

      
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    (e)           Payment.  Payment
of all compensation to Dreessen hereunder shall be made in accordance with the
relevant Company policies in effect from time to time, including normal payroll
practices, and shall be subject to all applicable taxes and any other required
or authorized withholdings and deductions.

     

    (f)           No Other
Benefits.  Except with respect to any Stock Option Award
Agreements and Restricted Stock Award Agreements between the Company and
Dreessen and subject to Section 4, Dreessen understands and acknowledges that
the compensation specified in Section 3 of this Agreement shall be in lieu
of any and all other compensation, benefits and plans.

     

    4.           Termination of
Employment.

     

    (a)           Termination for Disability
of Dreessen.  The Company may terminate this Agreement without
liability if Dreessen shall be permanently prevented from properly performing
her essential duties hereunder with reasonable accommodation by reason of
illness or other physical or mental incapacity and is for a period of time which
would entitle Dreessen to receive benefits under the long-term disability policy
in effect at the time of such illness or other physical or mental
incapacity.  Upon such termination, Dreessen shall be entitled to all
accrued but unpaid Base Salary, accrued bonus (if any) and accrued
vacation.

     

    (b)           Termination for Death of
Dreessen.  In the event of the death of Dreessen, the Company’s
obligations hereunder shall automatically cease and terminate; provided,
however, that within fifteen (15) days the Company shall pay to Dreessen’s heirs
or personal representatives Dreessen’s Base Salary and accrued vacation accrued
to the date of death.

     

    (c)           Termination for
Cause.  Notwithstanding anything herein to the contrary, the
Company may terminate Dreessen’s employment hereunder for cause for any one of
the following reasons:  (i) conviction of a felony, or a
misdemeanor where imprisonment is imposed; (ii) misconduct or negligence in
the performance of duties; (iii) the commission of acts that are dishonest or
demonstrably injurious to the Company (monetarily or otherwise); (iv) failure to
observe Company policies or compliance with applicable laws; (v) failure to
comply with all lawful and ethical directions and instructions of the Board of
Directors; (vi) failure to perform her duties with the Company which results in
a material adverse financial effect on the Company; (vii) breach of Dreessen’s
representations and warranties in Section 1; or (viii) any conduct that
prejudices the reputation of the Company in the fields of business in which it
is engaged or with the investment community or the public at
large.  Upon termination of Dreessen’s employment with the Company for
cause, the Company shall be under no further obligation to Dreessen for salary
or bonus, except to pay all accrued but unpaid base salary, accrued bonus (if
any) and accrued vacation to the date of termination thereof.

     

    (d)           Termination without
Cause.  The Company may terminate Dreessen’s employment
hereunder at any time without cause; provided, however, that
Dreessen shall be entitled to: (i) accrued but unpaid base salary and accrued
vacation, less deductions

     


    
      
         


      

      
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    required
by law; and (ii) continued payment of Dreessen’s Section 3(a)(i) base
compensation and her Section 3(d) benefits for a period of not less than twelve
(12) months.

     

    (e)           Termination for Good
Reason.  At Dreessen’s option, Dreessen may terminate her
employment with the Company for Good Reason (as hereinafter defined). For
purposes of this Agreement, “Good Reason” shall mean any of the
following:  (i) a material adverse change in the scope of
Dreessen’s responsibilities or authority, excluding any such change in
connection with Dreessen’s death or disability; (ii) a reduction in Dreessen’s
total compensation (other than a reduction in bonus compensation due to targets
not being achieved); (iii) a reduction in Dreessen’s eligibility for
participation in the Company’s benefit plan but excluding such Company-wide
reductions to any such plans that are effective for all similarly situated
executives; (iv) relocation of the Company’s executive offices more than 150
miles from the current location, without Dreessen’s concurrence; (v) a
reduction in Dreessen’s eligibility for participation in the Company’s Equity
Plan as described in Section 3(b) above; or (vi) any material breach by the
Company of this Agreement which remains uncorrected for ten (10) days following
written notice of such breach by Dreessen to the Company.  Under such
circumstances, Dreessen shall be entitled to the severance benefits set forth in
Section 4(d).

     

    (f)           Termination for Change of
Control.  At Dreessen’s option, Dreessen may terminate her
employment within 90 days following a “Change of Control” which occurs during
the term of this Agreement.  For purposes of this Agreement, “Change
of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a
Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells,
leases or exchanges all or substantially all of its assets to any other person
or entity; or (iii) any “person” (as that term is used in Sections 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended), other than one or
more of the persons who hold, beneficially and of record, shares of voting stock
of TPI on January 3, 2006 (the “Permitted Holders”), is or becomes a beneficial
owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of
1934, as amended, except that a person will be deemed to be a “beneficial owner”
of all shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than fifty percent (50%) of the total voting power of the
then outstanding shares of Voting Stock of TPI, provided that the Permitted
Holders beneficially own, directly or indirectly, in the aggregate a lesser
percentage of the total voting power of the then outstanding shares of Voting
Stock of TPI than such other person.  Under such circumstances,
Dreessen shall be entitled to the severance benefits set forth in
Section 4(d) and any benefits granted her in the Equity Plan.

     

    (g)           No Duty to
Mitigate.  Dreessen shall not be under any duty or obligation
to seek or accept other employment following termination of this Agreement under
Section 4(d), (e) or (f) and the amounts due Dreessen under Section 4(d) shall
not be reduced or suspended if Employee accepts subsequent
employment.

     

    (h)           Cooperation.  After
notice of termination, Dreessen shall cooperate with the Company, as reasonably
requested by the Company, to effect a transition of Dreessen’s responsibilities
and to ensure that the Company is aware of all matters being handled by
Dreessen.

     


    
      
         


      

      
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    5.           Confidential
Information.

     

    (a)           Definition.  While
employed with the Company, Dreessen will have access to and become acquainted
with ideas, concepts, information and material that constitute trade secrets
and/or proprietary and confidential information (hereinafter “Confidential
Information”) of the Company and its subsidiaries.  Confidential
Information includes, but is not limited to, information and knowledge
pertaining to products and services offered, ideas, plans, manufacturing,
marketing, pricing, distribution and sales methods and systems, sales and profit
figures, customer and client lists, and relationships between the Company or its
subsidiaries and their respective affiliates, dealers, distributors,
wholesalers, customers, clients, suppliers and other who have business dealings
with the Company or any of its subsidiaries.

     

    (b)           No
Disclosure.  Confidential Information is the sole and exclusive
property of the Company.  Dreessen acknowledges that such Confidential
Information is a valuable and unique asset, and covenants that she will not,
either during or after the term of this Agreement, directly or indirectly
disclose any Confidential Information to any third party without the written
permission of the Company’s Board of Directors, except as required by her
employment with the Company, unless such information is in the public domain for
reasons other that Dreessen’s conduct, or except as may be required by law
(provided that Dreessen shall give the Company notice of any disclosure required
by law so that the Company shall have a reasonable opportunity to attempt to
preclude such disclosure).  Dreessen shall not use Confidential
Information to either her own or the advantage of parties other than the
Company.  Dreessen shall take all steps necessary to protect the
confidentiality of all Confidential Information and to inform the Company
immediately of any attempted or actual disclosure of Confidential Information to
any third party.  Dreessen agrees that, upon request of the Company or
termination of employment, whichever is first, she shall turn over to the
Company all documents, memoranda, notes, plans, records or material in her
possession or control that contain or are derived from Confidential
Information.

     

    (c)           No
Competition.  Dreessen agrees that during and for twelve (12)
months after her employment with the Company terminates for any reason, she will
not, unless acting with the prior written consent of the Company’s Board of
Directors, directly or indirectly own, manage, operate, join, control, finance
or participate in the ownership, management, operation, control or financing of,
or be connected as an officer, director, employee, partner, principal, agent,
representative, consultant or otherwise, any business enterprise which (i)
develops or manufactures products which are competitive with products developed
or manufactured by the Company or any subsidiary of the Company; (ii)
distributes, markets or otherwise sells products manufactured by others which
are competitive with products distributed, marketed or sold by the Company or
its subsidiaries; or (iii) provides services which are competitive with services
provided by the Company or its subsidiaries, including, in each case, any
products or services under development or which are subject of active planning
by the Company or its subsidiaries, at any time during the term of this
Agreement (a “Competing Venture”); provided that
Dreessen may purchase or otherwise acquire up to (but not more than) ten percent
(10%) of any class of the securities of any entity (but may not otherwise
participate in the activities of such entity) if such securities are listed on
any national or regional securities exchange or have been registered under
Section 12(g) of the Securities Exchange Act of 1934, as

     


    
      
         


      

      
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    amended.  Dreessen
acknowledges that the business of the Company or its subsidiaries, and
Dreessen’s connections therewith, is or will be involved in activity throughout
North American and Mexico, and that more limited geographical limitations on the
non-compete and non-solicitation covenants set forth in Section 6 and 7 are
therefore not appropriate.

     

    6.           Solicitation of Company
Customers/Diversion of Opportunities.

     

    (a)           Dreessen
agrees that during and for twelve (12) months after her employment with the
Company terminates for any reason, she will not, as an individual, employee,
consultant, agent, owner, partner, director or stockholder, directly or
indirectly solicit, call on or accept any business from any Customer of the
Company or its subsidiaries.  The term “Customer” means all persons,
firms or corporations to whom the Company or its subsidiaries sold products at
any time during the one year period immediately preceding when Dreessen’s
employment with the Company ceased, notwithstanding that some or all of such
persons, firms or corporations may have been induced to give business to the
Company or its subsidiaries by Dreessen.

     

    (b)           Dreessen
shall not take any action at any time to divert from the Company or its
subsidiaries any opportunity in the scope of any present or contemplated future
business of the Company or its subsidiaries that arose while she was employed by
the Company.

     

    (c)           Dreessen
agrees that the restrictions in this Section are reasonable and will not
preclude her from becoming gainfully employed if her employment with the Company
terminates.

     

    7.           Solicitation and Employment
of Company Employees.  Dreessen agrees that during and for
twelve (12) months after her employment with the Company terminates for any
reason, she will not directly or indirectly solicit, hire, employ or engage any
employee or any former employee of the Company or its subsidiaries whose
employment with the Company or its subsidiaries ceased less that one year before
the date of such solicitation, enticement, hiring or engagement.

     

    8.           Enforcement/Remedies.

     

    (a)           The
provisions in Sections 5 through 7 of this Agreement shall survive termination
of Dreessen’s employment with the Company for any reason and/or termination of
this Agreement, and shall continue to bind Dreessen by their respective
terms.

     

    (b)           Dreessen
acknowledges and agrees: (i) that her services to the Company are unique, (ii)
that the restrictions in Sections 5 through 7 of this Agreement are reasonable
and necessary to protect the legitimate business interests of the Company and
its subsidiaries, (iii) that any violation of any provision of these Sections
will irreparably injure the Company and its subsidiaries, (iv) that in the event
of such violation the Company shall be entitled to preliminary and permanent
injunctive relief without proof of actual damages and to an equitable accounting
of all earnings, profits and other benefits arising from such violation,
which

     


    
      
         


      

      
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    rights
shall be cumulative and in addition to any other rights or remedies to which the
Company may be entitled.

     

    (c)           In
the event any provision relating to the time period or scope of the
non-solicitation restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or scope such court deems
reasonable and enforceable, such time period or scope shall be deemed amended
and reformed to the minimum degree necessary to be enforceable.

     

    (d)           Dreessen
agrees that, if she is found to have breached any provision in Sections 5
through 7 of this Agreement, then she shall be obligated to pay the attorney’s
fees and expenses incurred by the Company to enforce its rights in connection
with such breach.

     

    9.           Exclusivity.  For
any matter which, by the express provisions of this Agreement, is to be
determined by the Compensation Committee of the Board of Directors unless and
until the Compensation Committee of the Board of Directors issues its decision,
such determination by the Compensation Committee of the Board of Directors shall
be final and binding on the parties and may not be overturned unless such
determination is found to be arbitrary and capricious or an abuse of
discretion.

     

    10.           Miscellaneous.

     

    (a)           Governing Law;
Venue.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without regard to conflict of law
principles.  Further, for any dispute related to this Agreement,
Dreessen and Company irrevocably submit to the exclusive jurisdiction of the
Federal courts of the United States of America located in the Southern District
of Texas, Houston Division, or the State District Courts of Texas located in
Harris County, Texas.  Dreessen and Company consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of any such dispute.

     

    (b)           Entire
Agreement.  Except with respect to any Stock Option Award
Agreements and Restricted Stock Award Agreements between the Company and
Dreessen, this Agreement contains the entire agreement and understanding between
the parties hereto and supersedes any prior or contemporaneous written or oral
agreements, representations and warranties between them respecting the subject
matter hereof.

     

    (c)           Amendment.  This
Agreement may be amended only by a writing signed by Dreessen and by a duly
authorized representative of the Company.

     

    (d)           Assignability.  The
Company shall have the right to assign this Agreement and its rights hereunder,
in whole or in part, including but not limited to Dreessen’s obligations under
Sections 5 though 7 of this Agreement.

     

    (e)           Severability.  If
any term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid,
unenforceable or void, the remainder of this Agreement and such term,
provision,

     


    
      
         


      

      
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    covenant
or condition as applied to other persons, places and circumstances shall remain
in full force and effect.

     

    (f)           Construction.  The
headings and captions of this Agreement are provided for convenience only and
are intended to have no effect in construing or interpreting this
Agreement.  The language in all parts of this Agreement shall be in
all cases construed according to its fair meaning and not strictly for or
against the Company or Dreessen.

     

    (g)           Rights
Cumulative.  The rights and remedies provided by this Agreement
are cumulative, and the exercise of any right or remedy by either party hereto
(or by its successor), whether pursuant to this Agreement, to any other
agreement, or to law, shall not preclude or waive its right to exercise any or
all other rights and remedies.

     

    (h)           Nonwaiver.  No
failure or neglect of either party hereto in any instance to exercise any right,
power or privilege hereunder or under law shall constitute a waiver of any other
right, power or privilege or of the same right, power or privilege in any other
instance.  All waivers by either party hereto must be contained in a
written instrument signed by the party to be charged and, in the case of the
Company, by an officer of the Company (other than Dreessen) or other person duly
authorized by the Company.

     

    (i)           Notices.  Any
notice, request, consent or approval required or permitted to be given under
this Agreement or pursuant to law shall be sufficient if in writing, and if and
when sent by certified or registered mail, with postage prepaid, to Dreessen’s
residence (as noted in the Company’s records), or to the Company’s principal
office, as the case may be.

     

    (j)           Assistance in
Litigation.  Dreessen shall, during and after termination of
employment, upon reasonable notice, furnish such information and proper
assistance to the Company as may reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become a party; provided, however, that such assistance
following termination shall be furnished at mutually agreeable times and for
mutually agreeable compensation.

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.

     

    
      	
              TEXAS
      PETROCHEMICALS, LP

               

               

               

              By:
      /s/ Charlie Shaver

              Name:  Charlie
      Shaver

              Title:
      President & Chief Executive Officer

            	 
      	
              EXECUTIVE:

               

               

               

              /s/
      Ruth I. Dreessen

              Ruth I. Dreessen

            
	 
      	 
      	 
      
	
              TEXAS
      PETROCHEMICALS, INC.

               

               

               

              By:
      /s/ Charlie Shaver

              Charlie
      Shaver

              President
      & Chief Executive Officer

            	 
      	 
      


    

    


     


    
      
         


      

      
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    AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT

    


    BETWEEN

    


    RUTH
I. DREESSEN

    


    AND

    


    TEXAS
PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.

    


    This
Amendment No. 1 is effective as of July 1, 2008 by and between Texas
Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a
Texas limited partnership (collectively referred to as the “Company”), and Ruth
I. Dreessen, the undersigned individual.

    


    RECITALS

    


    WHEREAS, the Company and Dreessen
entered into that certain Employment Agreement effective as of July 1, 2006 (the
“Employment Agreement”), whereby the Company agreed to employ Dreessen as
Executive Vice President and Chief Financial Officer of the Company and Dreessen
agreed to serve as the Executive Vice President and Chief Financial
Officer;

    WHEREAS, the Employment Agreement
expired by its terms on July 1, 2008; and

    WHEREAS,
the Company and Dreessen mutually desire to extend and amend certain provisions
of the Employment Agreement, as more specifically set forth herein.

    AGREEMENT

    NOW,
THEREFORE, in consideration of the premises and mutual agreements contained
herein, the Company and Dreessen hereby agree as follows:

    
      	
              A.

            	
              Modifications and
      Amendments to Employment
Agreement

            


    

    


    
      	
               
      

            	
              1.

            	
              Section
      2 of the Employment Agreement is hereby deleted in its entirety and
      replaced with the following:

            


    

    


    
      	
               
      

            	
              2.

            	
              Term.  Dreessen’s
      employment under this Agreement shall be for a term extending until June
      30, 2010 (the “Initial Term”), thereafter renewable annually by mutual
      agreement of Dreessen and the Company’s Board of Directors (the “Extension
      Term” and together with the Initial Term, the
      “Term”).  Notwithstanding the foregoing, upon a termination of
      this Agreement under Sections 4(d), (e) or (f), Dreessen’s employment
      shall terminate except that Dreessen will be paid his compensation
      in

            


    


    
      
         


      

      
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              accordance
      with Section 4(d) below.

            


    

    


    
      	
               
      

            	
              2.

            	
              Section
      3(a)(i) of the Employment Agreement is hereby modified and amended to
      reflect that, as of June 30, 2008, the Base Salary for Dreessen was
      $400,000.

            


    

    
      	
               
      

            	
              3.

            	
              Section
      3(a)(iii) of the Employment Agreement is hereby deleted in its entirety
      and replaced with the following:

            


    

    
      	
               
      

            	
              (iii)

            	
              The
      parties agree and acknowledge that, notwithstanding the foregoing, the
      Company’s Compensation Committee and/or Board of Directors has the right
      to review and adjust the annual base salary on an annual basis during the
      Term.  Commencing with the fiscal year commencing on July 1,
      2008, Dreessen shall be paid an annual base salary and bonus mutually
      agreeable to the parties, but in no event less than the Base Salary and
      the Initial Bonus.

            


    

    


    
      	
               
      

            	
              4.

            	
              A
      new Section 3(a)(iv) shall be added to the Employment Agreement and shall
      read as follows:

            


    

    
      	
               
      

            	
              (iv)

            	
              The
      parties agree and acknowledge (a) that the Company and its Board of
      Directors are developing a new Long-Term Incentive Compensation Program
      for its senior executives and (b) that Dreessen shall be a participant in
      the Long-Term Incentive Compensation Program as determined by the Company
      and the Board of Directors.

            


    

    


    
      	
              B.

            	
              Ratification of the
      Employment Agreement

            


    

    


    Except as
modified and expressly amended by this Amendment and any other written
supplement or amendment executed by the parties, the Employment Agreement is in
all respects ratified and confirmed, and all of the terms, provisions, and
conditions thereof shall be and remain in full force and effect.

    


    
      	
              C.

            	
              Entire
      Agreement

            


    

    


    This
Amendment, together with the Employment Agreement, constitute the entire
agreement and understanding between the parties concerning the matters addressed
by the Employment Agreement, and supersedes any and all previous agreements or
understandings, whether written or oral, between the parties concerning the
same.  There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or
referred to herein or therein.

     

    


    
      	
              D.

            	
              Interpretation

            


    

    


    The
section headings contained in this Amendment are solely for the purpose of
references, are not part of the agreement of the parties and shall not in any
way affect the meaning or interpretation of this Amendment.

     

    


     

    
      	
              E.

            	
              Counterparts

            


    

    


     

    This
Amendment may be executed in two or more counterparts, all of which shall be
deemed one and the same agreement and shall be deemed delivered by the parties
when one or more counterparts have been signed by each of the
parties.

     

    


     

    
      	
              F.

            	
              Definitions

            


    

    


     

    Capitalized
terms used herein, but not otherwise defined shall have the meanings given to
such terms in either the Employment Agreement.

     

    


     

    Except as
modified herein, all other terms and conditions of the Employment Agreement
remain unchanged.

    


    
      	
              TEXAS
      PETROCHEMICALS LP

               

               

               

              By:
      /s/ Kevin Flannery

                   Kevin
      Flannery

                   Chairman,
      Compensation Committee of the Board of Directors

            	 
      	
              EXECUTIVE:

               

               

               

              /s/
      Ruth I. Dreessen

              Ruth I. Dreessen

            
	 
      	 
      	 
      
	
              TEXAS
      PETROCHEMICALS INC.

               

               

               

              By:
      /s/ Kevin Flannery

                   Kevin
      Flannery

                   Chairman,
      Compensation Committee of the Board of Directors

            	 
      	 
      


    

    


    


     


    
      
         


      

      
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