RPP CAPITAL CORP
SEPARATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>h15026exv10w2.htm
<DESCRIPTION>SEPARATION AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE>exv10w2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.2</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="65%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>SEPARATION AGREEMENT </B>(this
&#147;Agreement&#148;), dated as of May&nbsp;10, 2004 (the
&#147;Execution Date&#148;), among <B>RESOLUTION
PERFORMANCE PRODUCTS INC.</B>, a Delaware
corporation (the &#147;RPP Inc.&#148;), <B>RESOLUTION
PERFORMANCE PRODUCTS LLC</B>, a Delaware
limited liability company (&#147;RPP LLC,&#148; and
together with RPP Inc., each a &#147;Company&#148;
and collectively, the &#147;Companies&#148;), and <B>J.
TRAVIS SPOEDE </B>(the &#147;Executive&#148;).</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>pursuant to a Non-Qualified Stock Option Agreement dated as of
March&nbsp;7, 2001 (the &#147;Option Agreement&#148;), between RPP Inc. and the J. Travis
Spoede Trust (Dated 03/26/99) (the &#147;Trust&#148;), Executive acquired, through his
Trust, 700 Tranche A Options (as defined therein) and 1,400 Tranche B Options
(as defined therein and collectively with the Tranche A Options, the &#147;Options&#148;)
to purchase shares of RPP Inc.&#146;s Common Stock (as defined therein);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>pursuant to a Participation Agreement dated as of March&nbsp;7, 2001
(the &#147;Participation Agreement&#148;), Executive acquired, through his Trust, (x)&nbsp;600
shares of RPP Inc.&#146;s Common Stock and (y) $140,000 principal amount of Notes
(as defined in the Participation Agreement).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Trust is a party to an Investor Rights Agreement dated as of
November&nbsp;14, 2000 (the &#147;Investor Rights Agreement&#148;), among RPP Inc. and holders
of its Common Stock;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Trust is a party to a Notes Registration Rights Agreement
dated as of November&nbsp;14, 2000 (the &#147;Notes Registration Rights Agreement&#148;),
among RPP Inc. and holders of its Notes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Trust has issued to RPP LLC a Secured Promissory Note dated
March&nbsp;7, 2001 (the &#147;Executive&#146;s Note,&#148; and collectively with the Option
Agreement, the Participation Agreement, the Investor Rights Agreement and the
Notes Registration Rights Agreement, the &#147;Continuing Agreements&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, each Company, on the one hand, and the Executive, on the other
hand, each desire to terminate Executive&#146;s employment with RPP LLC on the terms
and conditions set forth herein.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE, </B>in consideration of the mutual promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby expressly acknowledged, the parties hereto agree as follows:


<P align="left" style="font-size: 10pt"><B>1. </B><B><I>Resignation.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.1 </B>Effectiveness. This Agreement will be effective as of May&nbsp;10, 2004
(the &#147;Effective Date&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.2 </B>Resignation. Executive hereby resigns as an officer and/or employee
of each Company and each of its direct and indirect subsidiaries, and each
Company hereby accepts such resignations on behalf of itself and such
subsidiaries, in each case, effective as of the date hereof. Other than as
expressly set forth herein, Executive hereby waives any and all rights and
benefits to receive any payments, compensation or benefits or to serve as an
officer or employee or director of each Company or any of its direct or
indirect subsidiaries under any agreement, policy or arrangement.


<P align="left" style="font-size: 10pt"><B>2. </B><B><I>Consideration.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.1 </B>Severance Payments.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;Executive shall be entitled to (i)&nbsp;receive all salary and benefits to
which he is entitled up to and including May&nbsp;31, 2004, including without
limitation, compensation payments deferred by Executive, incentive compensation
payments earned but not paid in respect of the calendar year ending December
31, 2003 in accordance with RPP LLC&#146;s plans and policies and payment for
accrued vacation days in accordance with RPP LLC&#146;s plans and policies, (ii)
continue to receive medical coverage under RPP LLC&#146;s medical insurance plans
and Employer shall continue to pay its portion of the premiums, in each case,
for a period commencing on May&nbsp;31, 2004 and ending on September&nbsp;30, 2004, (iii)
receive outplacement assistance in accordance with Employer&#146;s arrangements with
its outside placement services provider and (iv)&nbsp;continue coverage as required
under the Consolidated Omnibus Reconciliation Act of 1985, as amended.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;In consideration of the mutual covenants and agreements set forth
herein, RPP LLC shall pay $125,000 in cash (the &#147;Severance Payment&#148;) to
Executive on the Effective Date; provided, however, that (i)&nbsp;if Executive
voluntarily resigns his employment with RPP LLC prior to the Effective Date,
then the Severance Payment will not be due or payable and Executive will
forfeit all rights to receive the Severance Payment and (ii)&nbsp;if RPP LLC
terminates Executive&#146;s employment with RPP LLC prior to the Effective Date,
then the Severance Payment shall become due and payable as of such date of
termination. Executive hereby acknowledges that the Severance Payment
represents full satisfaction of all amounts owed to Executive by the Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;Executive hereby acknowledges that the Common Stock, Notes and Options
held by Executive (whether through his Trust or otherwise) shall continue to be
governed by the terms and provisions of the Continuing Agreements, including
without limitation with respect to the repurchase, vesting and/or forfeiture
thereof. Without limiting the foregoing, Executive hereby acknowledges that
each Option held by Executive (whether through his Trust or otherwise) shall
cease vesting as of the Effective Date and no Option which is not a


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Vested
Option (as defined in the Option Agreement) shall become a Vested Option
thereafter.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;All of the payments to be made to Executive above shall be made in
accordance with Section&nbsp;10.1.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>3. </B><B><I>Releases. </I></B>Executive and each of his successors, assigns, heirs, executors
and administrators (each an &#147;Individual Releasor&#148; and, collectively, the
&#147;Individual Releasors&#148;), in consideration of the premises contained herein, and
for good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, have remised, released and forever discharged,
and by this Agreement do remise, release and forever discharge each Company and
its direct and indirect subsidiaries and affiliates and each of their
respective directors, managers, officers, stockholders, employees,
subsidiaries, affiliates, divisions and predecessors and each of their
respective past and present directors, managers, officers, employees and agents
and each of their respective successors, assigns, heirs, executors and
administrators (each a &#147;Company Releasee&#148; and, collectively, the &#147;Company
Releasees&#148;), of and from all manner of action and actions, cause and causes of
action, suits, debts, dues, sums of money, accounts, bonds, bills, covenants,
contracts, controversies, omissions, agreements, promises, variances,
trespasses, damages, judgments, executions, claims and demands whatsoever which
relate to or arise out of any dealings, relationships or transactions by and
between the Individual Releasors and the Company Releasees, in law (including
but not limited to the Civil Rights Act of 1866, as amended, the Civil Rights
Act of 1991, the Age Discrimination in Employment Act of 1967, as amended,
Title VII of the United States Civil Rights Act of 1964, as amended, 42 U.S.C.
Section&nbsp;1981 and the Worker Adjustment and Retraining Notification Act),
admiralty or equity (including, but not limited to, any and all claims arising
out of or in any way connected to the employment relationship, or the
termination thereof, between Executive and the Companies and/or any of their
affiliates (excluding any obligations of the Company Releasees arising under
this Agreement and each Continuing Agreement), and which any Individual
Releasor has ever had, now has or which it hereafter can, will or may have,
whether or not now known, for upon or by any reason of any matter, cause,
causes or thing whatsoever from the beginning of the world to the Execution
Date. By way of example only, and not by limitation, this release includes any
claim, lawsuit or cause of action with respect to (1)&nbsp;any Federal, state,
local, foreign or other law covering discrimination, including, without
limitation, those based upon race, sex, color, religion, national origin,
citizenship, age, disability status, handicapped status or veteran status,
alleging discrimination against Executive during Executive&#146;s employment or
because of Executive&#146;s termination, (2)&nbsp;any Federal, state, local, foreign or
other law relating to notification of any plant or business closing or employee
layoff, (3)&nbsp;any breach of any express or implied obligation, duty or contract
not to discharge except for good cause, breach of any implied covenant of good
faith and fair dealing or breach of any express or implied obligation, duty or
contract concerning the application of any personnel policies or procedures,
(4)&nbsp;torts, including, without limitation, intentional or negligent infliction
of emotional distress, mental anguish or mental suffering, negligence,
defamation, invasion of privacy, fraud, deceit, promissory estoppel or personal
injury, (5)&nbsp;alleged retaliation relating to being offered the consideration set
forth in this Agreement on the terms set forth herein and/or (6)&nbsp;any other
theory of recovery. This Agreement will not affect Executive&#146;s rights under
the Older Workers Benefit Protection Act to have a judicial determination of
the validity of this release and waiver. This section is also not intended to
and will not limit the right of a cour
t to determine, in its discretion, that
either Company is entitled to restitution, recoupment, or setoff of any
payments made to Executive by such Company should this Agreement be found to be
invalid


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">as to the release of claims under the Age Discrimination in Employment
Act.


<P align="left" style="font-size: 10pt"><B>4. </B><B><I>Knowing and Voluntary Waiver; Right to Consider and Revoke.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.1 </B>Execution of this Agreement. Executive acknowledges that he has been
given a period of up to twenty-one (21)&nbsp;days to review and consider whether to
sign and return an acknowledgment copy of this Agreement to acknowledge his
understanding of and agreement with the foregoing. After such opportunity,
Executive has executed and delivered this Agreement on or prior to the date
indicated in the first paragraph of this Agreement, which is at least seven
days prior to the time that the sections referred to in Section&nbsp;1.1 shall have
become effective.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.2 </B>Revocation. During the seven-day period immediately following the
time that Executive executes and delivers this Agreement, Executive may revoke
his agreement to accept the terms hereof by indicating in writing to each
Company his intention to revoke. If Executive revokes this Agreement pursuant
to this Section&nbsp;4, then Sections&nbsp;1.2, 2, 3, 5 and 6 will be ineffective and
null and void. In such case, Executive will not be entitled to receive any of
the payments or benefits offered to him under such sections.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.3 </B>Consultation with Counsel. Executive acknowledges that he has
consulted with an attorney prior to signing this Agreement.


<P align="left" style="font-size: 10pt"><B>5. </B><B><I>Consulting Agreement.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.1 </B>Services. Executive shall have the opportunity but not the obligation
to provide consulting services to the Companies as set forth on Schedule&nbsp;I
hereto, and other consulting services reasonably related to the foregoing,
during the period beginning on June&nbsp;1, 2004 and ending on June&nbsp;30, 2005 (the
&#147;Consulting End Date&#148;) as may be requested by the Companies. Executive may
provide consulting services, to the extent requested by the Companies in their
sole discretion, without regard for any minimum obligation on the part of
either party. Executive shall, to the extent Executive agrees to perform
consulting services, perform all services requested under this section as an
independent contractor to the Companies and not as an employee, agent or
representative of the Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.2 </B>Fees. The Companies shall pay to Executive a consulting fee which
will be mutually agreed to for each day of consulting services performed by
Executive at the request of the Companies, which fee shall be payable in
accordance with the Companies&#146; regular practices for the payment of fees to
outside consultants. In conformity with Executive&#146;s independent contractor
status and without limiting any of the foregoing, Executive understands that no
deduction or withholding for taxes or contributions of any kind shall be made
by the Companies. Executive agrees to accept exclusive liability for the
payment of all taxes or contributions for unemployment insurance or pensions or
annuities or social security payments which are measured by the wages, salaries
or other remuneration paid to Executive, if any, and to reimburse and indemnify
the Companies for any such taxes or contributions or penalties which the
Companies may be compelled to pay. Executive also agrees to take all action
and comply with all applicable administrative regulations necessary for the
payment by Executive of such taxes and contributions.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>6. </B><B><I>Noncompetition, Nonsolicitation, Noninterference, Nondisparagement; No Injurious Acts.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.1 </B>Non-Compete. In consideration for the payments to be made to
Executive pursuant to Section&nbsp;2 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Executive agrees that
during the Non-Compete Period (as defined below) he will not, without each
Company&#146;s prior written consent, directly or indirectly, own, manage, control,
participate in, consult with, render services for, whether as an agent,
consultant, advisor, representative, stockholder, partner or joint venturer, or
in any manner engage in the Business within any Restricted Territory (as
defined below). As used in this Agreement, the term &#147;Restricted Territory&#148;
means any city, town, county, parish or other municipality in any state of the
United States (the names of each such city, town, parish, or other municipality
being expressly incorporated by reference herein), or any other place in the
world where either Company, or its direct or indirect subsidiaries, affiliates,
successors, or assigns engages in the business of producing, manufacturing,
marketing, selling, or distributing chemicals similar to those manufactured by
the Company as defined in the Form 10-K filed on March&nbsp;16, 2004 (the
&#147;Business&#148;) or purchased in significant quantities by the Company as of that
date, including, but limited to, the following Companies: Pacific Epoxy
Polymers, ExxonMobil, Bakelite, DSM and Eastman. As used in this Agreement,
the term &#147;Non-Compete Period&#148; means the period beginning on the date hereof and
ending on the anniversary of the Effective Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.2 </B>Non-Solicitation. During the Non-Compete Period, Executive will not,
directly or indirectly through another person, (i)&nbsp;solicit any employee of the
Companies or any of their direct or indirect subsidiaries to leave the employ
of the Companies or such subsidiary, or in any way interfere with the
relationship between the Companies and such subsidiary, on the one hand, and
any employee thereof, on the other hand, (ii)&nbsp;hire any individual who was an
employee of the Companies or any of their direct or indirect subsidiaries at
any time from and after the date hereof, or (iii)&nbsp;solicit any brokers that are
registered with the Companies or any of their direct or indirect subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.3 </B>Non-Interference. During the Non-Compete Period, the Executive will
not, directly, or indirectly through another person, induce or attempt to
induce any broker, representative, customer, supplier, consultant, lender,
licensee or other business relation of either Company or any of its direct or
indirect subsidiaries to cease doing business with either Company or any such
subsidiary, or in any way interfere with the relationship between any such
person, on the one hand, and either Company or any such subsidiary, on the
other hand.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.4 </B>Non-Disparagement; No Injurious Acts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;From and after the date hereof, Executive will not, directly, or
indirectly through another person, make any statement that in any way
disparages any Company Releasee (as defined herein).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;From and after the date hereof, neither Company will, directly, or
indirectly through another person (including any of its direct or indirect
subsidiaries), make any statement that in any way disparages any Executive
Releasee.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;From and after the date hereof, Executive will not, directly, or
indirectly through another person, take any action that is reasonably likely to
cause injury to the relationship between either Company and any of its direct
or indirect subsidiaries or affiliates, on the one hand, and any lessor,
lessee, source of financing, vendor, supplier, customer, distributor, director,
officer, employee, consultant, lawyer, accountant, advisor, agent, shareholder,
member or partner or any other business relation or potential business relation
of either Company or such subsidiaries, on the other hand.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.5 </B>Severability. Executive acknowledges and agrees that the provisions
of Sections&nbsp;6.1, 6.2, 6.3 and 6.4 (collectively, the &#147;Restrictive Covenants&#148;)
are reasonable and valid in geographic and temporal scope and in all other
respects. If any court determines that any of the Restrictive Covenants, or
any part thereof, is invalid or unenforceable, the remainder of such
Restrictive Covenant will not thereby be affected and will be given full force
and effect without regard to the invalid portions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.6 </B>Modification by Court. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographical scope of such provision, such court will have the
power to reduce the duration or scope of such provision, as the case may be (it
being the intent of the parties hereto that any such reduction be limited to
the minimum extent necessary to render such provision enforceable), and, in its
reduced form, such provision will then be enforceable.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><B>7. </B><B><I>Cooperation. </I></B>Notwithstanding Section&nbsp;5 hereof, Executive agrees to
cooperate with and make himself readily available to each Company and its
subsidiaries and/or their officers, directors, managers and general counsel, as
either Company may reasonably request, to provide consulting or other
assistance in any matter, including giving truthful testimony in any litigation
or potential litigation and assisting in preparing any report required to be
filed by either Company or any of their subsidiaries with the Securities
Exchange Commission, over which Executive may have knowledge, information or
expertise as a result of Executive&#146;s previous employment or consulting
services. The Companies agree to reimburse Executive for any reasonable and
necessary out-of-pocket expenses incurred by him in connection with this
Section&nbsp;7.


<P align="left" style="font-size: 10pt"><B>8. </B><B><I>Covenants.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.1 </B>Companies. The Companies agree to use their commercially reasonable
efforts to have Executive removed as an identified responsible individual on
each of the Company&#146;s applicable governmental licenses at the time such license
is renewed by such Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.2 </B>Executive. Executive agrees to pay all taxes arising from or relating
to the transactions contemplated by this Agreement when due and payable.


<P align="left" style="font-size: 10pt"><B>9. </B><B><I>Confidential Information.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.1 </B>Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&#147;Confidential Information&#148; shall mean any and all information, whether
written or oral, which is furnished, whether before or after the date hereof,
by either Company or any of their direct and indirect subsidiaries and
affiliates to the Executive or by any third party


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">who provides such information
to the Executive in his capacity as a Representative of the Companies or any of
their direct and indirect subsidiaries and affiliates, including, without
limitation, Intellectual Property Rights (as hereinafter defined), ideas
(whether or not protectable under trade secret laws), trade secrets or
proprietary or confidential information respecting inventions, products,
product plans, designs, drawings, sketches, methods, research, technology,
systems, models, samples, source codes, object code, methodologies, contractual
arrangements, characters, processes, works of authorship, systems, data,
computer programs, know-how, techniques, marketing and advertising methods,
financial information, accounting procedures, projections, forecasts,
strategies, budgets, plans, projections, notes, memoranda, reports, lists,
records specifications, data, documentation, proposals in whatever form,
personnel histories, lists of actual or potential investors, lists of business
development contacts, tangible or intangible or other materials or information
of any nature relating to any matter within the scope of the Companies&#146; or
their direct and indirect subsidiaries&#146; and affiliates&#146; business, including
improvements, developments, and changes thereto, as well as any extracts,
analyses, compilations, databases, studies, summaries, reviews, correspondence
or other materials prepared by or on behalf of the Companies or any of their
direct and indirect subsidiaries and affiliates or prepared by the Executive or
any Representative of the Companies or any of their direct and indirect
subsidiaries and affiliates which contain, are based on or are derived in any
way from any such information; provided, however, that Confidential Information
shall not include any information which (A)&nbsp;is or becomes generally available
to the public other than as a result of a disclosure by the Executive in
violation of this Agreement or (B)&nbsp;was known to the Executive on a
nonconfidential basis prior to the disclosure or development of such
information by the Companies or their direct and indirect subsidiaries and
affiliates, or their respective Representatives, provided that the Executive
can evidence his prior knowledge by appropriate documentation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&#147;Intellectual Property Rights&#148; shall mean all industrial and
intellectual property rights (whether patentable or unpatentable), including,
without limitation, patents, patent applications, patent rights, trademarks,
trademark applications, trade names, service marks, service mark applications,
copyrights, copyright applications or registrations, databases, algorithms,
computer programs and other software, know-how, trade secrets, proprietary
processes and formulae, confidential information, franchises, licenses, world
wide web/internet domain names or world wide web/internet uniform resource
locators, inventions, trade dress, logos, design and all documentation and
media constituting, describing or relating to the above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;&#147;Person&#148; shall be construed broadly and shall include any individual,
corporation, partnership, limited liability company, organization, association
or other entity, including, without limitation, any foreign or domestic
government (whether federal, regional, state or local) or any agency,
authority, department, subdivision or instrumentality thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;&#147;Representative&#148; shall mean, with respect to any Person, the
employees, officers, directors, stockholders, partners, affiliates, controlling
persons, advisors, consultants, counsel, accountants and other agents of such
Person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.2 </B>Disclosure of Confidential Information. The Executive will not,
without the prior written consent of the Companies (except to the extent
required by applicable law, regulation or legal process, and then only after
compliance with the provisions of Section&nbsp;9.4 below), release, publish, reveal
or disclose in any manner, whether directly or indirectly, to any Person (i)
any


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Confidential Information of the Companies or any of their direct and
indirect subsidiaries and affiliates or (ii)&nbsp;the fact that such Confidential
Information exists or has been made available to the Executive, other than as
may be required in the ordinary course of performing Executive&#146;s duties to the
Companies or any of their direct and indirect subsidiaries and affiliates in a
manner which the Executive reasonably believes is in the best interest of the
Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.3 </B>Use of Confidential Information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;The Executive agrees that he will use all Confidential Information
solely for the purpose of fulfilling his obligations and responsibilities to
the Companies hereunder and will not use any such Confidential Information for
any other purpose whatsoever, whether or not for the Executive&#146;s own benefit or
to the detriment of or in competition with the Companies or any of their direct
and indirect subsidiaries and affiliates. The Executive shall not use, or
permit any other Person (other than the Companies or their Representatives) to
use any Confidential Information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;The Executive further agrees not to compete with or induce or assist
other Persons in competing with the interests and objectives of the Companies
and their direct and indirect subsidiaries and affiliates in respect of any
matters arising out of or connected, whether directly or indirectly, to the
Confidential Information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.4 </B>Legal Requirement to Disclose Confidential Information. In the event
that the Executive is required by applicable law, regulation or legal process
to disclose any Confidential Information, the Executive will, prior to such
disclosure, promptly notify the Companies in writing to enable the Companies to
seek a protective order or other appropriate remedy, and will use his best
efforts to assist the Companies in obtaining such protective order or other
appropriate remedy. In the event that no protective order or other appropriate
remedy can be obtained, the Executive will furnish only that portion of the
Confidential Information which is required to be disclosed and will use his
best efforts to obtain reasonable assurance that the Confidential Information
so disclosed will be accorded confidential treatment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.5 </B>Ownership. Any Confidential Information received by the Executive
will remain the property of the Companies or their direct or indirect
subsidiary or affiliate (as applicable). Upon written request, the Executive
shall return to the Companies all Confidential Information provided to the
Executive, including all extracts, analyses, compilations, databases, studies,
summaries, reviews, correspondence and other materials prepared by the
Executive based upon the Confidential Information. The parties acknowledge and
agree all work done or prepared by the Executive relating in any way to the
services provided hereunder is property of the Companies and the Executive
hereby assigns any and all rights therein to the Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.6 </B>Computer Systems. The Executive acknowledges that the Companies have
a critical business interest in maintaining complete control and access to its
various computer systems. In view of this interest, the Executive understands
that he will have no right to privacy as to any personal information which he
inputs or otherwise causes to become part of the computer system. The
Companies shall be entitled (in the exercise of their sole discretion) to
delete, erase and/or destroy any and all such information which may be so input
or cause to become part of the Companies&#146; various computer systems.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.7 </B>Third Party Information. To the extent the Executive receives any
confidential information or trade secrets of any third party which is provided
to either Company on the condition that such Company shall treat such
information confidentially, then the Executive shall safeguard such
confidential information and trade secrets in a manner consistent with such
Company&#146;s obligations to such third party, but in any event shall safeguard the
confidentiality of such information in a manner no less favorable than he is
obligated to protect such Company&#146;s Confidential Information.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.8 </B>Termination of Executive. In the event of the termination of the
Executive&#146;s relationship with the Companies for any reason, the Executive
agrees not to take with him any documents or data of any description or any
reproduction of any description containing or pertaining to any Confidential
Information. Nothing in this Section&nbsp;9 is intended to create an obligation for
the Companies or any other Person to continue this contractual relationship
with the Executive. This Section&nbsp;9 shall survive the termination of the
Executive&#146;s relationship with the Companies, regardless of the reason for such
termination.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.9 </B>Intellectual Property Rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;The Executive agrees that all Intellectual Property Rights which are
conceived, discovered, developed, reduced to practice, or made by the Executive
(whether or not during usual business hours, whether or not alone or in
conjunction with any other person, whether or not resulting from the use of
premises or personal property (whether tangible or intangible) owned, leased or
contracted for by the Companies or whether or not patentable or registrable
under copyright or similar statutes or subject to analogous protection) during
the Term which (A)&nbsp;relate to the Companies&#146; actual or anticipated business,
research and development or existing or future products or services, (B)&nbsp;result
from any work performed for the Companies or (C)&nbsp;result from any use of the
premises, property or Confidential Information of the Companies (including
those conceived, developed or made prior to the date of this Agreement),
together with all patent applications, letters patent, trademark, trade name
and service mark applications or registrations, copyrights and reissues thereof
that may be granted for or upon any of the foregoing (all of which are
collectively referred to herein as, the &#147;Work Product&#148;) and the benefits
thereof shall immediately become the sole and absolute property of the
Companies or their assigns. The Executive will promptly disclose such Work
Product to the Companies (or any persons designated by them) and hereby assigns
any rights he may have or acquire in the Work Product and benefits and/or
rights resulting therefrom to the Companies and their assigns without further
compensation and shall communicate, without cost or delay, and without
publishing the same, all available information relating thereto (with all
necessary plans and models) to the Companies. The Executive recognizes and
agrees that the Work Product, to the extent copyrightable, constitutes works
for hire under the copyright laws of the United States.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;To the extent any of the rights, title and interest in and to the Work
Product cannot be assigned by the Executive to the Companies, the Executive
hereby grants to the Companies an exclusive, royalty-free, transferable,
irrevocable, worldwide license (with rights to sublicense through multiple
tiers of sublicenses) to practice such non-assignable rights, title and
interest. To the extent any of the rights, title and interest in and to the
Work Product can be neither assigned nor licensed by the Executive to the
Companies, the Executive hereby irrevocably waives and agrees never to assert
such non-assignable


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">and non-licensable rights, title and interest against the
Companies or any of their successors in interest to such non-assignable and
non-licensable rights. The Executive hereby grants to the Companies or their
designee a royalty free, irrevocable, worldwide license with rights to
sublicense through multiple tiers of sublicenses) to practice all applicable
patent, copyright, moral right, mask work, trade secret and other Intellectual
Property Rights relating to any Intellectual Property Rights developed by the
Executive prior to the date of this Agreement, or to which the Executive has
legal right to use, which he incorporates, or permits to be incorporated, in
any Work Product. Notwithstanding the foregoing, the Executive agrees that he
will not incorporate, or permit to be incorporated, any Intellectual Property
developed by the Executive or to which the Executive developed prior to the
date of this Agreement, or to which the Executive has legal right to use,
without the Companies&#146; prior written consent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;The Executive agrees to perform, on after the Effective Date, all acts
deemed necessary or desirable by the Companies to permit and assist the
Companies, at the expense of the Companies, in obtaining and enforcing the full
benefits, enjoyment, rights and title throughout the world in the Work Product
assigned or licensed to, or whose rights are irrevocably waived and shall not
be asserted against, the Companies or under this Agreement. Such acts may
include, but are not limited to, execution of documents and assistance or
cooperation (i)&nbsp;in the filing, prosecution, registration, and memorialization
of assignment of any applicable patents, copyrights, mask work, or other
applications, (ii)&nbsp;in the enforcement of any applicable patents, copyrights,
mask work, moral rights, trade secrets, or other proprietary rights, and (iii)
in other legal proceedings related to the Work Product.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.10 </B>In the event the Companies are unable, after reasonable effort, to
secure the Executive&#146;s signature on any letters patent, copyright or other
analogous protection relating to a Work Product, whether because of the
Executive&#146;s physical or mental incapacity or for any other reason whatsoever,
the Executive hereby irrevocably designates and appoints the Companies and
their duly authorized officers and agents as his agent and attorney-in-fact, to
act for and on his behalf and stead to execute and file any such application or
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of any such letters, patent, copyright and other
analogous protection thereon with the same legal force and effect as if
executed by the Executive.


<P align="left" style="font-size: 10pt"><B>10. </B><B><I>Miscellaneous.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.1 </B>Payments. Any payments pursuant to this Agreement will be reduced by
all amounts required by law, rule or regulation to be withheld in respect of
federal, state, local and other taxes and, to the extent not so withheld,
Executive agrees to pay to the Companies an amount equal to any such
withholding amount plus any related interest and/or penalties.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.2 </B>Notices. All notices, demands or consents required or permitted
under this Agreement will be in writing and will be delivered personally, sent
by nationally recognized air courier, telecopy, electronic mail (if an
electronic mail address is set forth below), mail (postage prepaid), registered
or certified mail, to the respective parties at:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">in the case of Executive,</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>J. Travis Spoede</B></DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;P.O. Box 69</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Montgomery, Texas 77356</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="82%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD colspan="2"><FONT size="2">
in the case of either RPP Inc. or RPP LLC, to it at:</FONT>&nbsp;</TD>

</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">1600 Smith Street</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">24<SUP>th</SUP> Floor</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Houston, Texas 77002</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Facsimile: (817)&nbsp;375-2304</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attention: General Counsel</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Electronic Mail: mark.antonvich@resins.com</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">with a copy to:</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>O&#146;Melveny &#038; Myers LLP</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Times Square Tower</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">7 Times Square</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York, New York 10036</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Facsimile: (212)&nbsp;408-2420</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attention: Adam Weinstein, Esq.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Electronic Mail: aweinstein@omm.com</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
<TD width="5%">&nbsp;</TD>
<TD>&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
   <TD width="5%">&nbsp;</TD>

    <TD>or to such other address as a party will have given to the other parties.
Any such notice or other communication will be deemed effective upon the
earliest to occur of (i)&nbsp;actual delivery, (ii)&nbsp;transmission by electronic
mail or facsimile if such transmission is on a business day and, if such
transmission is not on a business day, the first business day following
such transmission, (iii)&nbsp;one business day after shipment by air courier
as aforesaid, or (iv)&nbsp;three business days after mailing as aforesaid;
provided, however, that notice by electronic mail or facsimile shall only
be valid if, in addition to such notice, notice is also sent on the same
day via air courier or mail in accordance with the provisions above.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.3 </B>Governing Law; Jurisdiction. This Agreement will be governed by and
construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles thereof which might refer
such interpretations to the laws of a different state or jurisdiction. Process
in any action or proceeding referred to in the proceeding sense may be served
upon any party anywhere in the world. In the event of any dispute relating to
the terms of this Agreement, a court will be entitled to award reasonable
attorneys&#146; fees to the party in whose favor a judgment is rendered. Such
attorneys&#146; fees will be payable if and when such judgment becomes final and
non-appealable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.4 </B>No Claim Filed And No Assignment Of Claims. Each party represents
and warrants that neither it nor any of its representatives has filed, or will
file, any complaints, charges or lawsuits with any court or government agency
(or arbitration forum) arising out of or relating to any claims being released
by such party in this Agreement. Executive further represents and warrants
that neither he nor any of his representatives has assigned or transferred, or
will assign or transfer, to any other person other than the Companies any of
the released matters set forth in this Agreement, and that it will defend,
indemnify and hold harmless the Company Releasees from and against any claim
(including, without limitation, the payment of attorneys&#146; fees and costs
actually incurred whether or not litigation is commenced) based on or in
connection with or arising out of any such assignment or transfer.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.5 </B>Assignment. This Agreement will be binding upon and inure to the
benefit of the heirs and representatives of Executive and the assigns and
successors of each Company, but neither this Agreement nor any rights or
benefits hereunder will be assignable or otherwise subject to hypothecation by
Executive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.6 </B>Binding Agreement. This Agreement will be binding upon and will
inure to the benefit of the affiliates, officers, employees, agents, successors
and assigns of the parties hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.7 </B>Separability; Enforcement. If any provision of this Agreement will
be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability will not affect the remaining provisions hereof,
which will remain in full-force and effect. Executive and the Companies agree
that the covenants contained in this Agreement are reasonable covenants under
the circumstances, and further agree that if in the opinion of any court of
competent jurisdiction any provision of such covenant is not reasonable in any
respect, such court will have the right, power and authority to excise or
modify such provision or provisions of such covenant and to enforce the
remainder of the covenant as so amended. Executive agrees that any breach of
the covenants contained in this Agreement would irreparably injure the
Companies. Accordingly, each Company or any of its affiliates may, in addition
to pursuing any other remedies they may have in law (including, without
limitation, collecting damages) or in equity, obtain an injunction against
Executive from any court having jurisdiction over the matter, restraining any
further violation of this Agreement by Executive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.8 </B>Survival. The respective rights and obligations of the parties
hereunder will survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section&nbsp;10.8 are in addition to the survivorship provisions
of any other section of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.9 </B>Counterparts. This Agreement may be executed in any number of
original or facsimile counterparts, each of which such counterpart will be
deemed to be an original instrument, but all of which together will constitute
one agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.10 </B>Entire Agreement. This Agreement reflects the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and thereof and replace and supercede any prior agreements relating to the
subject matter hereof and thereof.


<P align="center" style="font-size: 10pt">* * * * *



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have caused this Agreement to
become effective as of the date indicated above.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="17%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>RESOLUTION PERFORMANCE PRODUCTS INC.</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Marvin O. Schlanger</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name: Marvin O. Schlanger</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title: Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="17%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>RESOLUTION PERFORMANCE PRODUCTS LLC</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Marvin O. Schlanger</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name: Marvin O. Schlanger</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title: Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
  <TD width="65%">&nbsp;</TD>
</TR>

<TR valign="bottom">
<TD width="30%">&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ J. Travis Spoede</DIV></TD>
<TD></TD>
</TR>

<TR style="font-size: 1px">
<TD width="30%">&nbsp;</TD>
    <TD valign="top"><HR size="1" noshade><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
<TD></TD>
</TR>
<TR valign="bottom">
<TD width="30%">&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>J. TRAVIS SPOEDE</B></DIV></TD>
<TD></TD>
</TR>
<TR valign="bottom">
<TD width="30%">&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: May&nbsp;10, 2004</DIV></TD>
<TD></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>ACKNOWLEDGEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I acknowledge and represent to each of <B>RESOLUTION PERFORMANCE PRODUCTS
INC. </B>and <B>RESOLUTION PERFORMANCE PRODUCTS LLC </B>and each of their affiliates that
I have had an opportunity to consult with attorneys and other advisers of my
choosing regarding this Separation Agreement, that I have reviewed all of the
terms of this Separation Agreement and that I fully understand all of its
provisions, including, without limitation, the general release and waiver set
forth in the Separation Agreement. As my free and voluntary act, by signing
below, I am agreeing to all of the terms of this Separation Agreement and I
intend to be legally bound thereby.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
  <TD width="65%">&nbsp;</TD>
</TR>

</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ J. Travis Spoede</DIV></TD>
</TR>

<TR style="font-size: 1px">
    <TD width="35%">&nbsp;</TD>
    <TD valign="top"><HR size="1" noshade><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>J. TRAVIS SPOEDE</B></DIV></TD>
</TR>
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: May&nbsp;10, 2004</DIV></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
