Exhibit 3.5
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                          CERTIFICATE OF INCORPORATION

                                       OF

                            RPP CAPITAL CORPORATION


          FIRST:  The name of the corporation is RPP CAPITAL CORPORATION
(hereinafter called "the Corporation" or "this Corporation").

          SECOND:  The address of its registered office in the State of Delaware
is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New
Castle.  The name of its registered agent at such address is Corporation Service
Company.

          THIRD:  The nature of the business purposes to be conducted or
promoted is:

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware, including, but not
limited to, conducting its business and affairs, carrying on its operations, and
having offices and exercising its powers in foreign countries.

          FOURTH:  The election of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide.

          FIFTH:  The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of Common Stock
with a par value of One Dollar ($1.00) per share.

          SIXTH:  The name and mailing address of the incorporator is as
follows:

          NAME                          MAILING ADDRESS
          ----                          ---------------

          E. V. Phillips                P.O. Box 2463
                                        Houston, Texas 77252-2463


          SEVENTH:  The Board of Directors of the Corporation shall direct the
management of the business and the conduct of the affairs of the Corporation and
shall establish policies, procedures and controls which shall govern the conduct
of the Corporation and which shall preserve the separate legal identity of the
Corporation.

          In addition to the powers conferred here or by the General Corporation
Law of Delaware, the Board of Directors shall have the power from time to time
to make, alter, amend, and repeal the By-Laws, subject to the power of the
holders of the Common Stock to alter or repeal the By-Laws made by the Board of
Directors.


          EIGHTH:  A director of this Corporation, or any person serving as a
director of another corporation at the request of this Corporation, shall not be
personally liable to this Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to this Corporation (or such other
corporation) or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

          This Corporation shall have the authority to the full extent not
prohibited by law, as provided in the By-Laws of this Corporation or otherwise
authorized by the Board of Directors or by the stockholders of this Corporation,
to indemnify any person who is or was a director, officer, employee or agent of
this Corporation or is or was serving at the request of this Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise or entity from and
against any and all expenses, liabilities or losses asserted against, or
incurred by any such person in any such capacity, or arising out of his status
as such; and the indemnification authorized herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

          This Corporation shall have the authority to the full extent not
prohibited by law, as provided in the By-Laws of this Corporation or otherwise
authorized by the Board of Directors or by the stockholders of this Corporation,
to purchase and maintain insurance in any form from any arrangements (including,
without limitation, trust funds, security interests or surety arrangements) to
protect itself or any person who is or was a director, officer, employee or
agent of this Corporation or serving at the request of this Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise or entity against any
expense, liability or loss asserted against, or incurred by any such person in
any such capacity, or arising out of his or her status as such, whether or not
this Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

          THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is her act and deed and the facts herein stated are true, and
accordingly has hereunto set her hand this 23rd day of October, 2000.
                                           ----        -------
                                 /s/ E.V.Phillips
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                                 E.V. Phillips, Sole Incorporator

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