exv10w3



 





Exhibit 10.3




CHEVRONTEXACO CORPORATION

EXCESS BENEFIT PLAN




Amended and Restated as of April 1, 2002




SECTION 1.      INTRODUCTION.




          The ChevronTexaco Corporation Excess Benefit Plan (the “Excess Benefit
Plan”) was originally established effective January 1, 1976. Effective as of
April 1, 2002, the Excess Benefit Plan was last amended and restated to read as
set forth herein. The purposes of the Excess Benefit Plan are: (i) to
supplement benefits provided under the Retirement Plan, to the extent such
benefits are reduced as a result of the limitation on regular earnings imposed
under section 401(a)(17) of the Code or the limitations on annual pension
benefits imposed under section 415 of the Code; (ii) to provide retirement
benefits that take into account Unrestricted Awards made under the MIP, the
Aramco ICP and the Caltex AIP, and salary deferrals under the Deferred
Compensation Plan; and (iii) to supplement employer-provided benefits under the
ESIP to the extent such benefits are reduced as a result of the limitation on
regular earnings imposed under section 401(a)(17) of the Code, the dollar
limitation on “annual additions” imposed under section 415(c)(1)(A) of the Code
or salary deferrals under the Deferred Compensation Plan.



SECTION 2.      ELIGIBILITY AND PARTICIPATION.




          Participation in the Excess Benefit Plan shall be limited to:



                    (i)     All Members of the Retirement Plan whose benefits thereunder are
reduced because of the limitations imposed under section 401(a)(17) or 415 of
the Code;



                    (ii)     All Members of the Retirement Plan who receive Unrestricted Awards
under the MIP, the Aramco ICP or the Caltex AIP;



                    (iii)     All Members of the Retirement Plan or ESIP who defer salary under
the Deferred Compensation Plan; and



                    (iv)     All Members of the ESIP whose allocations of Company Contributions
thereunder are reduced because of the limitations imposed under section
401(a)(17) or 415(c)(1)(A) of the Code.



SECTION 3.      PLAN BENEFITS.




          Plan Benefits under the Excess Benefit Plan shall consist of the
Retirement Excess Benefit and the ESIP Excess Benefit. No Participant shall be
entitled to Plan Benefits until the Participant ceases to be an Employee.



          (a)     Retirement Excess Benefit. A Participant’s Retirement Excess
Benefit shall be the sum of (i) and (ii) below:



                    (i)     The lump sum value of an Individual Life Pension, determined by
subtracting the Individual Life Pension to which the Participant is entitled
under the Retirement Plan from the Individual Life Pension to which the
Participant would be entitled thereunder without regard to the Section
401(a)(17) and



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Exhibit 10.3



Section 415 Reductions and the Participant’s salary deferrals under the
Deferred Compensation Plan. In addition, a Participant’s Retirement Excess
Benefit shall include any Interest payable under the Retirement Plan that may
not be paid from that Plan because of the limitations imposed under section 415
of the Code. Any such Interest shall be paid or credited, as appropriate, at
the time payments are made from the Retirement Plan.



                    (ii)     The lump sum value of an Individual Life Pension, determined as
follows:



                              (A)     The Participant’s MIP Excess Benefit Earnings shall be determined by
subtracting the Participant’s Highest Average Earnings from the amount that
would constitute the Participant’s Highest Average Earnings if the
Participant’s Unrestricted Awards under the MIP, the Aramco ICP and the Caltex
AIP, as determined by the Committee in its sole discretion, were taken into
account as Regular Earnings.



                              (B)     “Unrestricted Awards” with respect to the MIP means any awards under
the MIP that are not subject to forfeiture conditions established by the
Committee (other than the forfeiture conditions expressly described in the text
of the MIP). “Unrestricted Awards” with respect to the Aramco ICP means any
awards under the Aramco ICP that are taken into account under the Aramco Plan
prior to 1989. “Unrestricted Awards” with respect to the Caltex AIP means any
awards under the Caltex AIP that are taken into account under the Caltex Plan.



                              (C)     Each Unrestricted Award under the MIP shall be deemed paid in equal
monthly installments for that portion of the MIP Award Year during which the
Participant was an Employee and a participant in the MIP, without regard to
when the Participant is informed of such Award or when such Award is actually
paid. If an Unrestricted Award under the MIP is made after the close of the
applicable MIP Award Year, if necessary, the Committee shall recalculate the
Participant’s Plan Benefit solely for the purpose of taking such Award into
consideration. For purposes of any such recalculation, the Committee shall not
credit the Participant with any interest nor make any other change in the
methods, factors or assumptions used in the original calculation. All
Unrestricted Awards under the Aramco ICP and/or the Caltex AIP shall be deemed
paid in equal monthly installments for that portion of the award year under the
Aramco Plan and the Caltex Plan, respectively, during which the Participant was
a participant in such Plan.



                              (D)     The Participant’s MIP Credited Service shall be that portion of the
Participant’s Period of Service which is taken into account in computing the
Participant’s Plan Benefit under the Retirement Plan, excluding all service
prior to the date on which the Participant reaches age 25 that occurs before
July 1, 1986.



                              (E)     An Individual Life Pension shall be determined under the applicable
formula set forth in sections 3(c), 4(c) and 6(d) of the Retirement Plan, on
the basis of the Participant’s MIP Excess Benefit Earnings and MIP Credited
Service, without regard to any Social Security Offset provided in such formula.



          (b)     Calculation of Retirement Excess Benefit.



                    (i)     The lump sum value of a Participant’s Retirement Excess Benefit shall
be the present value of the Individual Life Pension described in Section 3(a)
above. Such present value shall be computed under whichever of the following
rules is applicable:



                              (A)     If the Participant elects to have his or her Plan Benefit under the
Retirement Plan paid in the form of a monthly pension, such present value shall
be computed under the rules and assumptions that would be used for calculating
the payment of such Individual Life Pension under the Lump Sum Option of the
Retirement Plan, based on the Participant’s age and the interest rates in
effect on the first day of the first month for which the Retirement Plan
pension is paid; or



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Exhibit 10.3


                              (B)     If the Participant elects to have his or her Plan Benefit under the
Retirement Plan paid under the Lump Sum Option, such present value shall be
computed under the same rules and assumptions and shall be determined as of the
same date used for the calculation of the basic amount of the lump sum payment
from the Retirement Plan.



                    (ii)     Interest shall accrue on the unpaid portion, if any, of a
Participant’s Retirement Excess Benefit, commencing on the last day of the
month after the month as of which the lump sum value of such Excess Benefit is
calculated. If a Participant receives an Unrestricted Award under the MIP
after termination of employment, any additional Retirement Excess Benefit
attributable to that Award shall accrue interest commencing as of the first day
of the month after the month in which the Award is granted. Interest shall be
credited and compounded at the end of each Quarter at a rate equal to the
average market yield for the preceding Quarter on U.S. Government 10-year
bonds, constant maturity, as published by Data Resources Inc. in Data
Resources Review of the U.S. Economy, or in such other source
as the Committee may from time to time prescribe.



          (c)     ESIP Excess Benefit. A Participant’s ESIP Excess Benefit shall
be the lump sum value of a Participant’s Stock Units, determined as follows:



                    (i) The Committee shall establish an ESIP Excess Benefit Account for each
Participant whose share of Company Contributions under the ESIP is reduced for
any payroll period on account of the Section 401(a)(17) or Section 415(c)(1)(A)
Reductions or on account of deferrals under the Deferred Compensation Plan.
Stock Units shall be credited to such Account as set forth in (ii) and (iii)
below.



                    (ii)     As of the close of each payroll period, each Participant’s ESIP
Excess Benefit Account shall be credited with the number of Stock Units
determined by subtracting the amount of Company Contributions allocated to such
Participant’s Accounts under the ESIP for such payroll period from the amount
of Company Contributions that would have been allocated to such Participant for
such payroll period without regard to the Section 401(a)(17) and Section
415(c)(1)(A) Reductions and the Participant’s deferrals under the Deferred
Compensation Plan, and by dividing the resulting amount by the per share price
used in allocating the Company Contribution under the ESIP for such payroll
period.



                    (iii)     As of the payment date of a cash dividend paid with respect to
shares of ChevronTexaco Stock, each Participant’s ESIP Excess Benefit Account
shall be credited with the number of Stock Units determined by multiplying the
number of Stock Units in such Account on the appropriate dividend payment date
by the per share amount of such dividend, and by dividing the resulting amount
by the average share price obtained in connection with the reinvestment of the
dividend in the non-leveraged ESOP stock fund within the ESIP.



          (d)     Integration with Gulf SPP Benefits. The Retirement Excess
Benefit of any Participant who is an Eligible Employee under the Gulf SPP shall
be reduced as follows. Before conversion to a present lump sum value, the
Individual Life Pension determined under Section 3(a) above with respect to the
Participant’s MIP Credited Service completed before July 1, 1986, shall be
reduced (but not below zero) by the Participant’s net Gulf SPP individual life
pension (determined after the application of all offsets under the Gulf SPP for
qualified pension plan benefits). Any Spouse-Pension or Gulf Retirement Bonus
provided under the Gulf SPP shall be ignored.



SECTION 4.      DISTRIBUTION OF PLAN BENEFITS.




          Distribution of Plan Benefits hereunder shall be made in cash after the
Participant ceases to be an Employee at such time or times as the Committee
shall determine in its sole discretion. A Participant who is
employed by Chevron Phillips Chemical JV shall be deemed to have ceased to
be an Employee for this purpose



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Exhibit 10.3



(i) in the case of the Retirement Excess
Benefit, upon the earlier of the date when he or she is eligible for early
retirement under the Retirement Plan or the date his or her employment with
Chevron Phillips Chemical JV terminates; and (ii) in the case of the ESIP
Excess Benefit, on the date his or her employment by the Corporation and its
subsidiaries and affiliates (other than Chevron Phillips Chemical JV)
terminates. The Committee has established the following guidelines for
determining the time of distribution of Plan Benefits:



          (a)     Retirement Excess Benefit.



                    (i)     In no event shall distribution of the Participant’s Retirement Excess
Benefit be made prior to the date payment of the Participant’s benefit under
the Retirement Plan is made or commences.



                    (ii)     Unless the Committee approves a Participant’s distribution request
pursuant to Section 4(a)(iii) below, distribution of the Participant’s
Retirement Excess Benefit shall commence in the first January, April, July or
October that is at least 12 months after the Participant ceases to be an
Employee and shall be made in ten approximately equal annual installments. All
installments after the first shall be paid in January.



                    (iii)     Within 30 days after the date a Participant ceases to be an
Employee, the Participant may make a request for distribution at the time and
in the manner described in (A) or (B) below by filing the prescribed form with
the Committee. Distribution of the Participant’s Retirement Excess Benefit
shall be made in accordance with such request unless the Committee has
disapproved the Participant’s request or has determined that the distribution
shall be made at some other time; provided, however, that (1) no distribution
may be made pursuant to such request within the 12-month period commencing on
the date the request is filed with the Committee and (2) any distribution
scheduled to be made within such 12-month period pursuant to Section 4(a)(ii)
above shall be made without regard to the request made pursuant to this Section
4(a)(iii):



                              (A)     In a lump sum in any January, April, July or October after the
Participant ceases to be an Employee, but not later than the first January
after the later of the date the Participant attains age 70 1/2 or the date the
Participant ceases to be an Employee;



                              (B)     In fifteen or fewer approximately equal annual installments,
commencing in any January, April, July or October after the Participant ceases
to be an Employee, but not later than the first January after the later of the
date the Participant attains age 70 1/2 or the date the Participant ceases to
be an Employee. All installments after the first shall be paid in January.



                    (iv)     Distribution of a Participant’s Retirement Excess Benefit shall be
made in accordance with the Participant’s request, unless the Committee has
disapproved the request or has determined that the distribution shall be made
at some other time.



                    (v)     The amount of any installment payment shall be determined by dividing
the unpaid balance of the Participant’s Retirement Excess Benefit, including
credited interest, as of the close of the Quarter preceding the distribution
date, by the number of annual payments remaining to be made. The last
installment payment shall include interest for the Quarter in which such
payment is made.



                    (vi)     The time of distribution pursuant to Section 4(a)(ii) or (iii) above
may only be changed by the Committee. A Participant may request such a change
by describing to the Committee in writing the Participant’s reason for such
request. The Committee shall approve such change only upon a showing of
hardship or significantly changed circumstances based on substantial evidence.



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Exhibit 10.3


                    (vii)     In the event that a Participant receives an Unrestricted Award under
the MIP after the date distribution of such Participant’s Retirement Excess
Benefit is made or commenced pursuant to Section 4(a)(ii) or (iii) above, the
following rules shall apply:



                              (A)     If the Participant received a single payment pursuant to Section
4(a)(iii)(A) above, the additional Retirement Excess Benefit attributable to
such Unrestricted Award under the MIP shall be paid in a lump sum as soon as
practicable; and



                              (B)     If the Participant commenced to receive installment payments pursuant
to Section 4(a)(ii) or (iii)(B) above, such Participant’s future installment
payments shall be recalculated to reflect the additional Retirement Excess
Benefit attributable to such Unrestricted Award under the MIP.



                    (viii)     In the event that the balance in a Participant’s Account is less
than $50,000 on the date the Participant ceases to be an Employee, then any
provision of this Section 4(a) to the contrary notwithstanding, payment shall
be made in a lump sum as soon as reasonably practicable following the last
business day of the Quarter following the Quarter in which the Participant
ceased to be an Employee. Such payment shall be based on the value of the
Participant’s Account as of the last business day of the Quarter following the
Quarter in which the Participant ceased to be an Employee. This Section
4(a)(viii) shall not apply to a Participant who ceased to be an Employee before
April 1, 2002.



          (b)     ESIP Excess Benefit.



                    (i)     Unless the Committee approves a Participant’s distribution request
pursuant to Section 4(b)(ii) below, distribution of the value of the Stock
Units credited to the Participant’s ESIP Excess Benefit Account shall commence
in the first January, April, July or October that is at least 12 months after
the Participant ceases to be an Employee and shall be made in ten approximately
equal annual installments. All installments after the first shall be paid in
January.



                    (ii)     Within 30 days after the date a Participant ceases to be an Employee,
the Participant may make a request for distribution at the time and in the
manner described in (A) or (B) below by filing the prescribed form with the
Committee. Distribution of the value of the Stock Units credited to the
Participant’s ESIP Excess Benefit Account shall be made in accordance with the
first such request made after December 31, 1996, unless the Committee has
disapproved the Participant’s request or has determined that the distribution
shall be made at some other time; provided, however, that (1) no distribution
may be made pursuant to such request within the 12-month period commencing on
the date the request is filed with the Committee and (2) any distribution
scheduled to be made within such 12-month period pursuant to Section 4(b)(i)
above shall be made without regard to the request made pursuant to this Section
4(b)(ii):



                              (A)     In a lump sum in any January, April, July or October after the
Participant ceases to be an Employee, but not later than the first January
after the later of the date the Participant attains age 70 1/2 or the date the
Participant ceases to be an Employee;



                              (B)     In fifteen or fewer approximately equal annual installments,
commencing in any January, April, July or October after the Participant ceases
to be an Employee, but not later than the first January after the later of the
date the Participant attains age 70 1/2 or the date the Participant ceases to
be an Employee. All installments after the first shall be paid in January.



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Exhibit 10.3


                    (iii)     Distribution of a Participant’s ESIP Excess Benefit shall be made in
accordance with the Participant’s request, unless the Committee has disapproved
the request or has determined that the distribution shall be made at some other
time.



                    (iv)     The amount of a cash payment pursuant to Section 4(b)(i) or (ii)
shall be determined by dividing the number of Stock Units credited to the
Participant’s ESIP Excess Benefit Account as of the close of the Quarter
preceding the distribution date by the number of annual payments remaining to
be made, and by converting the resulting number of Stock Units to a cash amount
by multiplying such number of Stock Units by the average daily trade price for
the leveraged ESOP stock fund within the ESIP as of the last business day of
the Quarter preceding the date payment is made under the Excess Benefit Plan.



                    (v)     The time of distribution pursuant to Section 4(b)(i) or (ii) above may
only be changed by the Committee. The Participant may request such a change by
writing to the Committee setting forth the Participant’s reason for such
request. The Committee shall approve such distribution only upon a showing of
hardship or significantly changed circumstances based on substantial evidence.



                    (vi)     In the event that the balance in a Participant’s Account is less than
$50,000 on the date the Participant ceases to be an Employee, then any
provision of this Section 4(b) to the contrary notwithstanding, payment shall
be made in a lump sum as soon as reasonably practicable following the last
business day of the Quarter following the Quarter in which the Participant
ceased to be an Employee. Such payment shall be based on the value of the
Participant’s Account as of the last business day of the Quarter following the
Quarter in which the Participant ceased to be an Employee. This Section
4(b)(vi) shall not apply to a Participant who ceased to be an Employee before
April 1, 2002.



          (c)     Benefits in Pay Status on July 1, 1996. Notwithstanding the
foregoing provisions of this Section 4, Plan Benefits in pay status on July 1,
1996 shall continue to be paid in accordance with the terms of the Excess
Benefit Plan as in effect prior to July 1, 1996, except that all installment
payments after the first shall be paid in January.



SECTION 5.      DEATH BENEFITS.




          (a)     Retirement Excess Benefit.



                    (i)     If a Participant dies after ceasing to be an Employee, the unpaid
portion of the Participant’s Retirement Excess Benefit shall be distributed to
the Participant’s Beneficiary in accordance with Section 5(c).



                    (ii)     If a Participant ceases to be an Employee by reason of death and the
Participant’s Beneficiary under the Retirement Plan is entitled to a
Pre-Retirement Lump Sum Death Benefit under the Retirement Plan, the
Participant’s Retirement Excess Benefit shall be distributed to the
Participant’s Beneficiary in accordance with Section 5(c). The lump sum value
of such Excess Benefit shall be determined as of the first day of the month
following the month in which the Participant dies.



                    (iii)     If a Participant ceases to be an Employee by reason of death and the
Participant’s surviving spouse is entitled to a Pre-Retirement Spouse Pension
under the Retirement Plan, a portion of the Participant’s Retirement Excess
Benefit shall be distributed to the Participant’s surviving spouse. Such
portion shall be calculated in the manner prescribed in Sections 9(b)(ii) and
9(c)(ii)(B) of the Retirement Plan. Such distribution to the Participant’s
surviving spouse shall be made in accordance with Section 5(c).



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Exhibit 10.3


          (b)     ESIP Excess Benefit.



                    (i)     If a Participant dies after ceasing to be an Employee, the unpaid
portion of the Participant’s ESIP Excess Benefit shall be distributed to a
Participant’s Beneficiary in accordance with Section 5(c).



                    (ii)     If a Participant ceases to be an Employee by reason of death, his or
her ESIP Excess Benefit shall be distributed to the Participant’s Beneficiary
in accordance with Section 5(c).



          (c)     Beneficiaries. A Participant may designate on the prescribed
form filed with the Committee one or more Beneficiaries to receive payment of
any Plan Benefits hereunder that become distributable after the Participant’s
death. A Participant may change such designation at any time by filing the
prescribed form with the Committee. If a Beneficiary has not been designated
or if no designated Beneficiary survives the Participant, distribution will be
made to the Participant’s surviving spouse as Beneficiary if such spouse is
then living or, if not, in equal shares to the then living children of the
Participant as Beneficiaries or, if none, to the Participant’s estate as
Beneficiary. Distributions under this Section 5(c) will be made in such manner
and at such times as the Committee shall determine in its sole discretion.
Unless the Committee directs otherwise, the elections provided in Section 4 may
be made by the Beneficiary following the Participant’s death.



SECTION 6.      MISCELLANEOUS.




          (a)     Forfeitures. Plan Benefits which are unpaid shall be forfeited
under the following circumstances:



                    (i)     If the Participant is dismissed for cause or otherwise ceases to be an
Employee at a time when a basis for such dismissal exists; or



                    (ii)     If, before or after the Participant ceases to be an Employee, the
Participant engages in any activity which, in the opinion of the Committee, is
prejudicial to the interests of any member of the Affiliated Group; or



                    (iii)     If the Participant is indebted to any member of the Affiliated Group
at the time he or she becomes entitled to payment of a Plan Benefit hereunder.
In such a case, to the extent that the amount of the Plan Benefit does not
exceed such indebtedness, the amount of such Plan Benefit shall be forfeited
and the Participant’s indebtedness shall be extinguished to the extent of such
forfeiture. The Committee in its sole discretion shall determine how and why
such forfeiture shall be effected, including the valuation of any Stock Units
credited to the Participant’s ESIP Excess Benefit Account. Any forfeiture
under this Section 6(a)(iii) shall be deemed to come first from the
Participant’s Retirement Excess Benefit and then from his or her ESIP Excess
Benefit.



          (b)     Funding. The Excess Benefit Plan shall be unfunded, and all
Plan Benefits shall be paid only from the general assets of ChevronTexaco
Corporation.



          (c)     Tax Withholding. All distributions shall be net of any
necessary payroll deductions including, but not limited to, income tax
withholding required by federal, state or local law. In addition, any
withholding required under the Federal Insurance Contributions Act or the
Federal Unemployment Tax Act (and any income tax withholding attributable
thereto) with respect to a Participant’s Retirement Excess Benefit prior to the
date a distribution is made from the Excess Benefit Plan shall be debited from
the Participant’s Retirement Excess Benefit.



          (d)     No Employment Rights. Nothing in this Excess Benefit Plan
shall be deemed to give any individual a right to remain in the employ of any
member of the Affiliated Group nor affect the right of a member of
the Affiliated Group to terminate any individual’s employment at any time
and for any reason, which right is hereby reserved.



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Exhibit 10.3


          (e)     No Assignment of Property Rights. Except as otherwise provided
in Section 6(a)(iii) with respect to a Participant’s indebtedness to any member
of the Affiliated Group, or except as otherwise provided by applicable law, the
interest or property rights of any person in the Excess Benefit Plan or in any
distribution to be made hereunder shall not be assigned (either at law or in
equity), alienated, anticipated or subject to attachment, bankruptcy,
garnishment, levy, execution or other legal or equitable process. Any act in
violation of this Section 6(e) shall be void. Notwithstanding the foregoing,
the creation, assignment or recognition of a right to all or any portion of a
Participant’s Plan Benefit hereunder pursuant to a “qualified domestic
relations order,” (within the meaning of section 414(p) of the Code) shall not
constitute a violation of this Section 6(e).



          (f)     Effect of Change in Capitalization on ESIP Excess Benefit
Accounts. In the event of a stock split, stock dividend or other change in
capitalization affecting ChevronTexaco Stock, an appropriate number of Stock
Units shall be substituted for, or added to, each Stock Unit then credited to
the ESIP Excess Benefit Account of each Participant, and such substituted or
added Unit shall be subject to the same terms and conditions as the original
Unit.



          (g)     Administration. The Excess Benefit Plan shall be administered
by the Committee. No member of the Committee shall become a Participant in the
Excess Benefit Plan. The Committee shall make such rules, interpretations and
computations as it may deem appropriate. The Committee shall have sole
discretion to interpret the terms of the Excess Benefit Plan, and any decision
of the Committee with respect to the Excess Benefit Plan, including (without
limitation) any determination of eligibility to participate in the Excess
Benefit Plan and any calculation of Plan Benefits shall be conclusive and
binding on all persons.



          (h)     Amendment and Termination. ChevronTexaco Corporation expects
to continue the Excess Benefit Plan indefinitely. Future conditions, however,
cannot be foreseen, and ChevronTexaco Corporation shall have the authority to
amend or to terminate the Excess Benefit Plan at any time and for any reason,
by action of its board of directors or by action of a committee or
individual(s) acting pursuant to a valid delegation of authority. In the event
of the amendment or termination of the Excess Benefit Plan, a Participant’s
Retirement Excess Benefit and ESIP Excess Benefit shall not be less than the
amounts to which he or she would have been entitled if his or her employment
had terminated immediately prior to such amendment or termination.



          (i)     Successors And Assigns. The Excess Benefit Plan shall be
binding upon the Corporation, its Successors and Assigns. Notwithstanding that
the Excess Benefit Plan may be binding upon a Successor or Assign by operation
of law, the Corporation shall require any Successor or Assign to expressly
assume and agree to be bound by the Excess Benefit Plan in the same manner and
to the same extent that the Corporation would be if no succession or assignment
had taken place.



SECTION 7.      CHANGE IN CONTROL




          Notwithstanding any other provisions of this Excess Benefit Plan to the
contrary, the provisions of this Section 7 shall apply during the Benefit
Protection Period.



          (a)     Restrictions on Amendments During Benefit Protection Period.
Notwithstanding Section 6(h) of the Excess Benefit Plan, except to the extent
required to comply with applicable law, no amendment of the Excess Benefit Plan
(other than an amendment to reduce or discontinue future accruals under the
Excess Benefit Plan) that is executed or first becomes effective during the
Benefit Protection Period shall:



                    (i)     Deprive any individual who is a Participant on the Benefit Protection
Period Commencement Date or immediately prior to a Change in Control of
coverage under the Excess Benefit Plan as constituted at the time of such
amendment;



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Exhibit 10.3


                    (ii)     Deprive any individual who is a Beneficiary with respect to an
individual who is a Participant on the Benefit Protection Period Commencement
Date or immediately prior to a Change in Control of any benefit to which he or
she is entitled on the Benefit Protection Period Commencement Date or may
become entitled during the Benefit Protection Period;



                    (iii)     Reduce the amount of benefits provided under the Excess Benefit Plan
below the benefits provided under the Excess Benefit Plan on the day prior to
the Benefit Protection Period Commencement Date;



                    (iv)     Amend Sections 6(I), 7, 8.4, 8.5, 8.8, or 8.32 of the Excess Benefit
Plan; or



                    (v)     Terminate the Excess Benefit Plan.


For purposes of this Section 7, approval shall mean written approval (by a
person or entity within ChevronTexaco Corporation having the authority to do
so) of such amendment or termination.




          (b)     Exception to Section 7(a). Section 7(a) shall not apply to the
extent that (i) the amendment or termination of the Excess Benefit Plan is
approved after any plans have been abandoned to effect the transaction which,
if effected, would have constituted a Change in Control and the event which
would have constituted the Change in Control has not occurred, and (ii) within
a period of six months after such approval, no other event constituting a
Change in Control shall have occurred, and no public announcement of a proposed
event which would constitute a Change in Control shall have been made, unless
thereafter any plans to effect the Change in Control have been abandoned and
the event which would have constituted the Change in Control has not occurred.



          (c)     Restrictions on Certain Actions Prior to or Following, a Change in
Control. Notwithstanding any contrary provisions of the Excess Benefit
Plan and except to the extent required to comply with applicable law, (1) any
amendment or termination of the Excess Benefit Plan which is executed or would
otherwise become effective prior to a Change in Control at the request of a
third party who effectuates a Change in Control shall not be an effective
amendment or termination of the Excess Benefit Plan during the Benefit
Protection Period; and (2) the Excess Benefit Plan shall not be amended at any
time if to do so would adversely affect the rights derived under the Excess
Benefit Plan from this Section 7 of any individual who is a Member of the
Retirement Plan or the ESIP during the Benefit Protection Period or a
Beneficiary with respect to a Participant during the Benefit Protection Period.
Furthermore, following a Change in Control, no person shall take any action
that would directly or indirectly have the same effect as any of the prohibited
amendments listed in Section 7(a).



          (d)     Effect on other Benefits. In calculating a Participant’s
Retirement Plan Excess Benefit under Section 3(a) and MIP Excess Benefit under
Section 3(c), it shall be assumed that the Retirement Plan formula in effect on
the Benefit Protection Period Commencement Date had continued in effect through
the date the Participant’s employment with the Affiliated Group terminates.



          (e)     ESIP Excess Benefit. Each of a Participant’s Stock units shall
be converted to a dollar amount immediately after a Change in Control in an
amount equal to the greater of (1) the highest price paid per share of
ChevronTexaco Stock (the “Shares”) paid to holders of the Shares in any
transaction (or series of transactions) constituting or resulting in a Change
in Control or (2) the highest closing price of a Share as reported
on the New York Stock Exchange, Inc. composite transaction report during
the ninety-day period ending on the date of a Change in Control. Thereafter
interest shall be added to the unpaid portion of the total dollar amount of the
Participant’s ESIP Excess Benefit in the manner described in Section 4(b)(iv).



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Exhibit 10.3


          (f)     MIP Excess Benefit. References to MIP in the Excess Benefit
Plan shall include the Management Incentive Plan of ChevronTexaco Corporation
and any alternative plan or program established to provide incentive awards in
lieu of those provided under the Management Incentive Plan.



          (g)     Distribution of Plan Benefits. Each Participant’s Plan
Benefits shall be distributed in a single lump sum cash payment immediately
after the later of the date of the Change in Control or the date the
Participant’s employment with the Affiliated Group terminates.



          (h)     Establishment of a Trust. Notwithstanding anything contained
in this Excess Benefit Plan to the contrary, nothing herein shall prevent or
prohibit the Corporation from establishing a trust or other arrangement for the
purpose of providing for the payment of the benefits payable under this Excess
Benefit Plan.



          (i)     No Forfeitures. Plan Benefits shall not be subject to
forfeiture under any circumstances, including the circumstances provided in
Section 6(a) of the Excess Benefit Plan.



          (j)     Miscellaneous.



                    (i)     Notwithstanding anything contained in the Excess Benefit Plan to the
contrary, no Participant shall be required to mitigate the amount of any
payment or benefit provided for in the Excess Benefit Plan by seeking other
employment or otherwise and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to any participant in any
subsequent employment.



                    (ii)     The provisions of the Excess Benefit Plan shall be deemed severable
and the validity or enforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.



                    (iii)     The Corporation’s obligation to make the payments and provide the
benefits provided for in the Excess Benefit Plan and otherwise to perform its
obligation hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Corporation may have against the Participant or others.



                    (iv)     No provision of the Excess Benefit Plan may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Participant and the corporation. No waiver by either
party hereto at any time of breach by the other party hereto of, or compliance
with, any condition or provision of the Excess Benefit Plan to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or any prior or subsequent time.



SECTION 8.      DEFINITIONS.




          Except as provided below, capitalized terms used in the Excess Benefit
Plan shall have the same meaning as in the Retirement Plan or ESIP, as
appropriate:



          8.1     “Aramco ICP” means the Arabian American Oil Company Incentive
Compensation Plan.



          8.2     “Aramco Plan” means the Arabian American Oil Company
Supplementary Retirement Plan.



          8.3     “Beneficiary” means the person or persons entitled to receive a
Participant’s Plan Benefit in the event the Participant dies prior to receiving
the entire amount of such Plan Benefit, as provided in Section 5(c).



          8.4     “Benefit Protection Period” means the period commencing on the
Benefit Protection Period Commencement Date and terminating two years after the
date of a Change in Control.



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Exhibit 10.3


          8.5     “Benefit Protection Period Commencement Date” means the date
six months prior to the public announcement of the proposed transaction which,
when effected, is a Change in Control.



          8.6     “Caltex AIP” means the Caltex-Amoseas Annual Incentive Plan.



          8.7     “Caltex Plan” means the Pension Supplementation Plan of Caltex
Corporation.



          8.8     “Change in Control” means a change in control of the
Corporation as defined in Article VI of the Corporation’s By-Laws, as it may be
amended from time-to-time.



          8.9     “Code” means the Internal Revenue Code of 1986, as amended.



          8.10     “Committee” means the Management Compensation Committee of the
Board of Directors of ChevronTexaco Corporation.



          8.11     “Composite Transaction Report” means the New York Stock
Exchange, Inc. Composite Transaction Report, or such other stock report as the
Committee from time to time may designate.



          8.12     “Corporation” means ChevronTexaco Corporation, a Delaware
corporation.



          8.13     “Deferred Compensation Plan” means the ChevronTexaco
Corporation Deferred Compensation Plan for Management Employees (formerly the
Salary Deferral Plan for Management Employees).



          8.14     “Employee” means an individual who is on the U. S. dollar
payroll of and is rendering services to ChevronTexaco Corporation or one of its
subsidiaries or affiliates.



          8.15     “ESIP” means the ChevronTexaco Corporation Employee Savings Investment Plan.



          8.16     “ESIP Excess Benefit” means the benefit described in Section 3(c).



          8.17     “ESIP Excess Benefit Account” means the account described in Section 3(c)(i).



          8.18     “Gulf SPP” means the Supplemental Pension Plan of Gulf Oil Corporation.



          8.19     “Gulf SPP Benefit” means the benefits provided for in the Gulf
SPP, other than the Special Retirement Bonus provided for in Section 11
thereof.



          8.20     “MIP” means the Management Incentive Plan of ChevronTexaco
Corporation.



          8.21     “MIP Award Year” means the calendar year with respect to which
an award is made under the MIP.



          8.22     “MIP Credited Service” is defined in Section 3(a)(ii)(D).



          8.23     “MIP Excess Benefit Earnings” is defined in Section
3(a)(ii)(A).



          8.24     “Participant” means a person who is eligible to participate in
the Excess Benefit Plan as provided in Section 2.



          8.25     “Plan Benefit” means the benefits described in Section 3.



          8.26     “Plan Year” means the calendar year.



          8.27     “Quarter” means a calendar quarter.



          8.28     “Retirement Excess Benefit” means the benefit described in Section 3(a).



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Exhibit 10.3


          8.29     “Retirement Plan” means the ChevronTexaco Corporation
Retirement Plan, including all Supplements thereto.



          8.30     “Section 401(a)(17) Reduction” means, as the context may
require, (i) any reduction in the allocation of Company Contributions to a
Participant by reason of the limitation on Member Contributions that is
required to comply with section 401(a)(17) of the Code, and (ii) any reduction
in a Participant’s Plan Benefit under the Retirement Plan by reason of the
limitation on Regular Earnings that is required to comply with section
401(a)(17) of the Code.



          8.31     “Section 415 Reduction” means any reduction in a Participant’s
Plan Benefit under the Retirement Plan that is required to comply with any of
the limitations on annual pension benefits imposed under section 415 of the
Code.



          8.32     “Section 415(c)(1)(A) Reduction” means any reduction in the
allocation of Company Contributions to a Participant that is required to comply
with the dollar limitation on “annual additions” imposed under section
415(c)(1)(A) of the Code. “Section 415(c)(i)(A) Reduction” shall not include
any reduction with respect to any special allocation made pursuant to Section
24.5 of the ESIP, as amended from time to time, with respect to a “change in
control” as that term is defined in such Section 24.5 of the ESIP.



          8.33     “Spouse-Pension” means the Spouse-Pension provided for in the
Gulf SPP.



          8.34     “Stock Units” means the ChevronTexaco stock equivalents
credited to a Participant’s ESIP Excess Benefit Account in accordance with
Section 3(c).



          8.35     “Successors and Assigns” means a corporation or other entity
acquiring all or substantially all the assets and business of the ChevronTexaco
Corporation (including the Plan) whether by operation of law or otherwise.



          8.36     “Unrestricted Award” means a nonforfeitable award under the
MIP, Aramco ICP or Caltex AIP, as described in Sections 3(a)(ii)(B) and (C).



SECTION 9.      EXECUTION.




          To record the amendment and restatement of the Excess Benefit Plan to read
as set forth herein effective as of April 1, 2002, ChevronTexaco Corporation
has caused its authorized officer execute this document this first day of
April, 2002.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	CHEVRONTEXACO CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ David J. O’Reilly
	

	 	 	 	
 
	

	 	 	 	Chairman of the Board
	 
	 	 	 	 
	

	 	Date	 	April 1, 2002
	

	 	 	 	
 








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