AMENDMENT NUMBER ONE TO THE OFFER OF EMPLOYMENT LETTER BETWEEN CHEVRON PHILLIPS CHEMICAL COMPANY LP AND RAYMOND I. WILCOX

Exhibit 10.2

AMENDMENT NUMBER ONE
TO THE
OFFER OF EMPLOYMENT LETTER BETWEEN XXXXXXX XXXXXXXX CHEMICAL COMPANY LP AND XXXXXXX X. XXXXXX

WHEREAS, Chevron Xxxxxxxx Chemical Company LP (the “Company”) and Xxxxxxx X. Xxxxxx executed a certain Offer of Employment Letter, dated February 8, 2006 (the “Employment Letter”);

WHEREAS, the Company and Xx. Xxxxxx desire to amend the Employment Letter;

NOW, THEREFORE, BE IT RESOLVED,

1. Effective February 8, 2006, the first paragraph of Page 2 of the Employment Letter is amended by the addition of the following sentence at the end:

The Termination Bonus shall be paid in a lump sum as soon as administratively practicable following termination of employment; but in no event later than March 15 of the calendar year immediately following the calendar year in which said termination of employment occurred.

As so amended, the Employment Letter will remain in full force and effect.

Chevron Xxxxxxxx Chemical Company LP			Xxxxxxx X. Xxxxxx
By:	/s/ Xxx X. Xxxxxx		By:	/s/ Xxxxxxx X. Xxxxxx
Title:	Vice President, Human Resources		Title:	President, Chevron Xxxxxxxx Chemical Company LP
Date:	August 1, 2006		Date:	August 1, 2006