exv10w18



 





Exhibit 10.18




CHEVRON CORPORATION



RETIREMENT RESTORATION PLAN




(Amended and Restated as of July 1, 2006)














 







EXHIBIT 10.18




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1. INTRODUCTION
	 	 	1	 
	SECTION 2. ELIGIBILITY AND PARTICIPATION
	 	 	2	 
	(a) Legacy Chevron Active Employee Participants
	 	 	2	 
	(b) Legacy Texaco and Caltex Active Employee Participants
	 	 	3	 
	(c) Legacy Unocal Active Employee Participants
	 	 	3	 
	(d) Terminated Employee Participants
	 	 	3	 
	SECTION 3. PLAN BENEFITS
	 	 	4	 
	(a) Restoration Benefit
	 	 	4	 
	(b) Legacy Unocal Active Employee Participants
	 	 	4	 
	(c) Gulf Retirement Bonus
	 	 	5	 
	(d) Calculation of Lump Sum Value of Single Life Annuity
	 	 	5	 
	(e) Interest
	 	 	5	 
	SECTION 4. DISTRIBUTION OF PLAN BENEFITS
	 	 	6	 
	(a) Default Distribution Form
	 	 	6	 
	(b) Time and Form of Distribution
	 	 	6	 
	(c) Determination of Installment Payment Amount
	 	 	6	 
	(d) Change of Time or Form of Distribution
	 	 	7	 
	(e) Unforeseeable Emergency
	 	 	7	 
	(f) Mandatory Cashout Limit
	 	 	7	 
	(g) Unocal Retirement Plan Payments Commence in 2006
	 	 	8	 
	SECTION 5. DEATH BENEFITS
	 	 	8	 
	(a) Amount of Death Benefit
	 	 	8	 
	(b) Beneficiaries
	 	 	9	 
	(c) Time and Form of Distribution
	 	 	9	 
	SECTION 6. MISCELLANEOUS
	 	 	10	 
	(a) Forfeitures
	 	 	10	 
	(b) Funding
	 	 	10	 
	(c) Tax Withholding
	 	 	10	 
	(d) No Employment Rights
	 	 	10	 






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EXHIBIT 10.18



TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	(e) No Assignment of Property Rights
	 	 	11	 
	(f) Administration
	 	 	11	 
	(g) Amendment and Termination
	 	 	12	 
	(h) Effect of Reemployment
	 	 	12	 
	(i) Excess Plan/Top-Hat Plan Status
	 	 	13	 
	(j) Successors and Assigns
	 	 	14	 
	(k) 409A Compliance
	 	 	14	 
	(l) Choice of Law
	 	 	14	 
	SECTION 7. CHANGE IN CONTROL
	 	 	14	 
	(a) Restrictions on Amendments During Benefit Protection Period
	 	 	14	 
	(b) Exception to Section 7(a)
	 	 	15	 
	(c) Restrictions on Certain Actions Prior to or Following, a Change in Control
	 	 	16	 
	(d) Effect on other Benefits
	 	 	16	 
	(e) Distribution of Plan Benefits
	 	 	17	 
	(f) Establishment of a Trust
	 	 	17	 
	(g) No Forfeitures
	 	 	17	 
	(h) Miscellaneous
	 	 	17	 
	SECTION 8. DEFINITIONS
	 	 	18	 
	SECTION 9.
EXECUTION
	 	 	25	 






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CHEVRON CORPORATION



RETIREMENT RESTORATION PLAN



(Amended and Restated as of July 1, 2006)




SECTION 1. INTRODUCTION.



     The Chevron Corporation Retirement Restoration Plan (the “RRP”) was established effective July
1, 2002 to provide additional retirement benefits due to the limitations of sections 401(a)(17) and
415 of the Code, and to deferred compensation not counting as benefits bearing compensation under
the qualified Chevron Retirement Plan. The RRP was formed from a spin-out on July 1, 2002 of the
defined benefit portion of the liabilities of the Chevron Corporation Excess Benefit Plan (the
“Excess Plan”) which had been originally established effective January 1, 1976, and from the later
December 10, 2003 spin-out of the defined benefit portions of the liabilities of the then active
former Texaco and Caltex employees participating in the Supplemental Pension Plan of Texaco Inc.
and the Excess-Benefit Plan for Employees of ChevronTexaco Global Energy Inc.



     The Chevron Corporation Supplemental Retirement Plan (the “SRP”) was established effective
July 1, 2002 to provide additional retirement benefits due to Unrestricted MIP Awards, and on
December 10, 2003 was expanded to include additional retirement benefits due to similar executive
bonus program awards for former Texaco and Caltex employees. The SRP was formed from a spin-out on
July 1, 2002 of the bonus portion of the liabilities of the Excess Plan, and from the later
December 10, 2003 spin-out of the liabilities of the then active former Texaco and Caltex employees
participating in the Supplemental Bonus Retirement Plan of Texaco Inc. and the Pension
Supplementation Plan of ChevronTexaco Global Energy Inc.



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EXHIBIT 10.18



     On August 10, 2005 the Corporation acquired Unocal Corporation (“Unocal”) and later became the
sponsor of Unocal Nonqualified Retirement Plan A1, Unocal Nonqualified Retirement Plan B1 and
Unocal Nonqualified Retirement Plan C1 (the “Unocal Nonqualified Retirement Plans”). The Unocal
Nonqualified Retirement Plans covered eligible employees who were active employees of Unocal or its
affiliates on or after January 1, 2005, and provided additional retirement benefits that were not
provided under the qualified Unocal Retirement Plan due to the limitations of sections 401(a)(17)
and 415 of the Code, to deferred compensation not counting as benefits bearing compensation, and to
the calculation of retirement benefits using the high three annual Unocal incentive pay awards,
whether or not consecutive.



     Effective as of July 1, 2006, the SRP and the Unocal Nonqualified Retirement Plans were merged
into this RRP. However, the benefit calculation and benefit distribution rules that apply to
eligible employees who incurred a Separation from Service prior to July 1, 2006 continue to be
those described in the RRP, the SRP and the Unocal Nonqualified Retirement Plans as in effect as of
the time such employees incurred a Separation from Service (as amended to comply with section 409A
of the Code).



SECTION 2. ELIGIBILITY AND PARTICIPATION.




     Participation in the RRP on and after July 1, 2006 shall be limited to:




	 	(a)	 	Legacy Chevron Active Employee Participants. Members of the Retirement
Plan who are Employees on or after July 1, 2006, and whose Retirement Plan benefits are
limited due to the requirements of sections 401(a)(17) or 415 of the Code, or on
account of salary deferrals under the Deferred Compensation Plan or Unrestricted MIP
Awards not being recognized as Regular Earnings under the Retirement Plan.




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EXHIBIT 10.18




	 	(b)	 	Legacy Texaco and Caltex Active Employee Participants. Members of the
Retirement Plan who are Employees on or after July 1, 2006, who were participants in
one of the Prior Qualified Plans, and whose Retirement Plan benefits are limited due to
the requirements of sections 401(a)(17) or 415 of the Code or on account of salary
deferrals or Unrestricted MIP Awards (or the equivalent Texaco or Caltex executive
bonus program awards) not being recognized as Regular Earnings under the Retirement
Plan.
	 
	 	(c)	 	Legacy Unocal Active Employee Participants. Members of the Retirement
Plan who are Employees on or after July 1, 2006, who were participants in the Unocal
Retirement Plan, and whose Retirement Plan benefits are limited due to the requirements
of sections 401(a)(17) or 415 of the Code, on account of salary deferrals or
Unrestricted MIP Awards not being recognized as Regular Earnings under the Retirement
Plan, or on account of only consecutive Unocal qualifying incentive plan awards being
recognized as final average monthly pay under Supplement UU of the Retirement Plan.
	 
	 	(d)	 	Terminated Employee Participants. Any terminated former Employee who
had an undistributed benefit under the RRP, the SRP or one or more of the Unocal
Nonqualified Retirement Plans as of June 30, 2006.





     An individual described in (a) above who becomes an Employee on or after July 1, 2006 shall
first be eligible to participate in the RRP on the earliest of (i) the first day of the fourth
month after the date of his or her first Unrestricted MIP Award, (ii) the date the Committee
determines that the Employee’s compensation first exceeded the limitation of section 401(a)(17)



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EXHIBIT 10.18





of the Code, (iii) the date the Committee determines that the benefit payable to or on behalf
of the Employee under the Retirement Plan is limited by section 415 of the Code, or (iv) the day
before the date the Employees incurs a Separation from Service.



SECTION 3. PLAN BENEFITS.




     This Section 3 applies only to Participants who are Employees on or after July 1, 2006.




	 	(a)	 	Restoration Benefit. The Restoration Benefit of a Participant who is
an Employee on or after July 1, 2006 shall be the lump sum value of the difference
between:






	 	(i)	 	the amount of the Participant’s single life annuity under the
Retirement Plan commencing as of the first day of the month following
Separation from Service (A) without regard to the limitations required to
comply with sections 401(a)(17) or 415 of the Code, (B) including as Regular
Earnings salary deferrals under the Deferred Compensation Plan (and under the
deferred compensation plans applicable to former Texaco, Caltex and Unocal
employees) and (C) adding to Highest Average Earnings the result of dividing
the sum of the high three Unrestricted MIP Awards (or the equivalent Texaco or
Caltex executive bonus program awards, or Unocal qualifying incentive plan
awards), whether or not consecutive, paid (or deferred) in the last 10 years of
employment, or all such awards if less than three, by three; and
	 
	 	(ii)	 	the amount of the Participant’s single life annuity under the
Retirement Plan commencing as of the first day of the month following
Separation from Service.




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EXHIBIT 10.18










	 	(b)	 	Legacy Unocal Active Employee Participants. The amount described in
(a)(i) above for a Participant who was a participant in the Unocal Nonqualified
Retirement Plans on June 30, 2006, shall not be less than the amount calculated under
the Unocal Nonqualified Retirement Plans (before offset for the Unocal Retirement Plan
benefit) if the Unocal Nonqualified Retirement Plans had continued in effect after June
30, 2006 and the benefit under such Plans was calculated as of the first day of the
month following the Participant’s Separation from Service.
	 
	 	(c)	 	Gulf Retirement Bonus. A Participant who was eligible to receive a
Gulf Retirement Bonus under the Supplemental Pension Plan of Gulf Oil Corporation
shall be entitled to receive such benefit under the RRP as a part of his or her
Restoration Benefit.
	 
	 	(d)	 	Calculation of Lump Sum Value of Single Life Annuity. The single life
annuity and lump sum values described above shall be determined using the applicable
formulae and actuarial assumptions in effect under the Retirement Plan as of the first
day of the month following the Participant’s Separation from Service.
	 
	 	(e)	 	Interest. Interest shall accrue on the unpaid portion, if any, of a
Participant’s Restoration Benefit, commencing on the first day of the month following
the Participant’s Separation from Service. Interest shall be credited and compounded
daily such that the interest rate for the Quarter will be equal to the average market
yield for the preceding Quarter on constant maturity U.S. Government 10-year bonds.
Notwithstanding the foregoing, no interest shall accrue on the unpaid




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EXHIBIT 10.18




	 	 	 	portion of a Participant’s Restoration Benefit that is being paid in the form of an
annuity.





SECTION 4. DISTRIBUTION OF PLAN BENEFITS.




     This Section 4 applies only to Participants who are Employees on or after July 1, 2006. Such
a Participant’s Plan Benefit shall be distributed in cash and at such time (or times) as the
described in this Section 4, but no earlier than the first Quarter that is at least 12 months
following the date the Participant incurs a Separation from Service.




	 	(a)	 	Default Distribution Form. Unless the Participant makes a valid
election with the Committee as described in this Section 4, the Participant’s Plan
Benefit shall be distributed in a lump sum in the first Quarter that is at least 12
months following the date the Participant incurs a Separation from Service.
	 
	 	(b)	 	Time and Form of Distribution. By filing the prescribed forms with the
Committee by the later of December 31, 2006 or 30 days after the Participant is first
eligible to participate in the RRP, the Participant may elect a distribution in a lump
sum, or in 10 or fewer approximately equal annual installments, payable or commencing
in the first Quarter or in the first January that is one or more whole years (as
elected by the Participant) following the date the Participant incurs a Separation from
Service, but not later than the later of the first January after the date the
Participant attains age 70-1/2 or the Quarter that is at least 12 months following the
date the Participant incurs a Separation from Service. All installments after the
first shall be paid in January.




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EXHIBIT 10.18




	 	(c)	 	Determination of Installment Payment Amount. The amount of any
installment payment shall be determined by dividing the unpaid balance of the
Participant’s Plan Benefit, including credited interest, as of the beginning of the
Quarter that includes the distribution date, by the number of annual payments remaining
to be made.
	 
	 	(d)	 	Change of Time or Form of Distribution. The Participant may elect to
change the time or manner of payment of his or her Plan Benefit by filing the
prescribed forms with the Committee at least 12 months prior to the date such payment
otherwise would be made or commence. The new election can be a lump sum or
installments payable as described in (b) above. If the new election is made prior to
2007, the new payment date must be at least 12 months after the new election is filed.
If the new election is made after 2006, the new payment date must be at least 5 years
after the original payment date. For this purpose, “payment date” means the date a
lump sum is payable or the date the first of a series of installments is payable.
	 
	 	(e)	 	Unforeseeable Emergency. A Participant who has incurred a Separation
from Service, or a Beneficiary of a deceased Participant, who has an unforeseeable
emergency (as defined in section 409A of the Code and the regulations thereunder) may
request an immediate lump sum payment of all or any portion of the Participant’s or
Beneficiary’s Plan Benefit, provided that such requested amount is reasonably necessary
to satisfy such emergency need (as determined by




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EXHIBIT 10.18




	 	 	 	the Committee in accordance with section 409A of the Code and the regulations
thereunder).
	 
	 	(f)	 	Mandatory Cashout Limit. Notwithstanding any other provision of this
Section 4, if a Participant’s Plan Benefit is less than $50,000 on the first business
day of the first Quarter that is at least 12 months following the date the Participant
incurs a Separation from Service, such Plan Benefit shall be distributed in a lump sum
in such Quarter.
	 
	 	(g)	 	Unocal Retirement Plan Payments Commence in 2006 . If a Participant
commences his or her Unocal Retirement Plan benefits on or before December 31, 2006,
then the rules described in Sections 4(a), 4(b), and 4(f) above shall not apply to such
Participant. Instead, the rules relating to the default distribution form, to the time
and form of distributions, and to mandatory cashouts described in the Unocal
Nonqualified Retirement Plans as in effect on June 30, 2006 shall apply to the portion
of such Participant’s Restoration Benefit equal to (i) the amount calculated under the
Unocal Nonqualified Retirement Plans (before offset for the Unocal Retirement Plan
benefits) if the Unocal Nonqualified Retirement Plans had continued in effect after
June 30, 2006 and the benefit under such Plans was calculated as of the first day of
the month following the Participant’s Separation from Service, minus (ii) the amount
described in Section 3(a)(ii). Any additional Restoration Benefit shall be paid in a
lump sum in February 2007. Notwithstanding the foregoing provisions of this Section
4(g), no Restoration Benefit shall be paid to a Specified Employee earlier than six
months following




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EXHIBIT 10.18




	 	 	 	the date the Participant incurs a Separation from Service. “Specified Employee”
means a specified employee of the Affiliated Group within the meaning of section
409A of the Code.





SECTION 5. DEATH BENEFITS.





	 	(a)	 	Amount of Death Benefit. If a Participant dies, the unpaid portion of
the Participant’s Plan Benefit shall be distributed to the Participant’s Beneficiary in
accordance with Section 5(c) at the same time and in the same form such Plan Benefit
would have been distributed to the Participant in accordance with Section 4, except
that a Beneficiary may request a distribution on account of an unforeseeable emergency
as described in Section 4(e).
	 
	 	(b)	 	Beneficiaries. A Participant may designate, in the manner and on the
form prescribed by the Committee, one or more Beneficiaries to receive payment of any
Plan Benefit hereunder that becomes distributable after the Participant’s death. A
Participant may change such designation at any time by filing the prescribed form in
the manner established by the Committee. No Beneficiary designation shall be effective
until it is filed in accordance with the procedures established by 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.




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EXHIBIT 10.18




	 	(c)	 	Time and Form of Distribution. If a Participant who has made a valid
election as to the time and form of distribution of his or her Plan Benefit dies, then
the Beneficiary shall receive the payment(s) at the same time and in the same form as
the Participant would have received such payment(s), except that the Beneficiary may
request a distribution on account of an unforeseeable emergency as described in Section
4(e). If the Participant has not made a valid election as to the time and form of his
distribution, then payment shall be made in a lump sum as soon as practicable following
the Participant’s death.





SECTION 6. MISCELLANEOUS.





	 	(a)	 	Forfeitures. Plan Benefits shall vest in accordance with the
applicable provisions of the Retirement Plan. Notwithstanding such vesting, however,
if the Participant engages in Misconduct, the Committee may determine that unpaid Plan
Benefits shall be forfeited and/or that Plan Benefits that have been paid to the
Participant should be repaid to the Corporation. In addition, if the Participant is
indebted to any member of the Affiliated Group, the Committee may determine that the
Participant’s unpaid Plan Benefits shall be forfeited to the extent of such
indebtedness, and such debt shall be extinguished to the extent of such forfeiture.
	 
	 	(b)	 	Funding. The RRP shall be unfunded, and all Plan Benefits shall be
paid only from the general assets of the Corporation.
	 
	 	(c)	 	Tax Withholding. All distributions shall be net of any applicable
payroll deductions including, but not limited to, any federal, state or local tax




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EXHIBIT 10.18




	 	 	 	withholding. In addition, any withholding amount required under the Federal
Insurance Contributions Act or the Federal Unemployment Tax Act with respect to a
Participant’s Plan Benefit prior to the date a distribution is made from the RRP, if
any, and the additional income taxes attributable to such withholding, shall be
debited from the Participant’s Plan Benefit.
	 
	 	(d)	 	No Employment Rights. Nothing in the RRP 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.
	 
	 	(e)	 	No Assignment of Property Rights. Except as provided in Section
6(a)(iii) with respect to a Participant’s indebtedness to any member of the Affiliated
Group, or as may be required by applicable law, or as is described below relating to
domestic relations orders, no Plan Benefit or property interest in this RRP may 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 an order that would otherwise qualify as a
“qualified domestic relations order” (within the meaning of section 414(p) of the Code)
if this RRP were a qualified plan under section 401(a) of the Code, shall not
constitute a violation of this Section 6(e).




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EXHIBIT 10.18




	 	(f)	 	Administration. The RRP shall be administered by the Committee. No
member of the Committee shall become a Participant in the RRP. 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 RRP, make any
factual findings, and make any decision with respect to the RRP, including (without
limitation) any determination of eligibility to participate in the RRP, eligibility for
a Plan Benefit, and the amount of such Plan Benefit. The Committee’s determinations
shall be conclusive and binding on all persons.
	 
	 	(g)	 	Amendment and Termination. The Corporation expects to continue the RRP
indefinitely. Future conditions, however, cannot be foreseen. Subject to Section 7,
the Corporation shall have the authority to amend or to terminate the RRP 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 an
amendment or termination of the RRP, a Participant’s Plan Benefit shall not be less
than the Plan Benefit to which the Participant would have been entitled if he or she
had incurred a Separation from Service immediately prior to such amendment or
termination, except to the extent:






	 	(i)	 	The RRP was amended or terminated to comply with changes in the
Code;
	 
	 	(ii)	 	Some or all of the amount calculated under the RRP’s terms that
existed immediately prior to such amendment or termination is subsequently
provided from another plan.




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EXHIBIT 10.18










	 	(h)	 	Effect of Reemployment. If any Participant who has incurred a
Separation from Service is reemployed, such Participant shall continue to receive any
amounts attributable to his or her previous employment according to his or her existing
distribution schedule under the Excess Plan, the Prior Plans, the Unocal Nonqualified
Retirement Plans or this RRP, as applicable. When any reemployed Participant
subsequently incurs a Separation from Service, the Participant’s Plan Benefit will be
determined as follows:






	 	(i)	 	The Participant’s Restoration Benefit (before offset for the
Retirement Plan benefit) will be calculated according to Section 3(a)(i) based
on the Participant’s total periods of employment with the Affiliated Group and
without regard to any benefits the Participant may have received, or be
entitled to receive, on account of his or her prior period of employment.






	 	(ii)	 	The amount determined pursuant to (i) above shall then be
reduced by the present value of all payments previously made (or scheduled to
be made in the future) under the Retirement Plan, the defined benefit and bonus
portions of the Excess Plan, the SRP, the Prior Plans, the Unocal Nonqualified
Retirement Plans or this RRP, as applicable, with respect to the prior period
of employment, and by the present value of the benefit to be paid under
Retirement Plan with respect to the current period of employment. Such present
values shall be determined using the interest rates and other actuarial factors
in effect under the Retirement Plan as of the date this calculation is made.




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EXHIBIT 10.18










	 	(i)	 	Excess Plan/Top-Hat Plan Status. To the extent that the RRP provides a
benefit in excess of the limitations on contributions and benefits imposed by section
415 of the Code, the RRP is intended to be an “excess benefit plan” within the meaning
of Section 3(36) of ERISA, that is an unfunded deferred compensation program.
Otherwise, the RRP is intended to be an unfunded deferred compensation program that is
maintained “for a select group of management or highly compensated employees” as set
forth in Title I of ERISA. The RRP shall be implemented, administered and interpreted
in a manner consistent with this intention.
	 
	 	(j)	 	Successors and Assigns. The RRP shall be binding upon the Corporation,
its Successors and Assigns. Notwithstanding that the RRP may be binding upon a
Successor or Assign by operation of law, the Corporation shall also require any
Successor or Assign to expressly assume and agree to be bound by the RRP in the same
manner and to the same extent that the Corporation would be if no succession or
assignment had taken place.
	 
	 	(k)	 	409A Compliance. This RRP is intended to comply with section 409A of
the Code and shall be interpreted in a manner consistent with that intent.
Notwithstanding the foregoing, in the event there is a failure to comply with section
409A of the Code (or the regulations thereunder), the Committee shall have the
discretion to accelerate the time or form of payment of a Participant’s Plan Benefit,
but only to the extent of the amount required to be included in income as a result of
such failure.




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EXHIBIT 10.18




	 	(l)	 	Choice of Law. The RRP and all rights hereunder shall be interpreted
and construed in accordance with ERISA and the Code, and, to the extent that state law
is not preempted by ERISA, the law of the State of California.





SECTION 7. CHANGE IN CONTROL.




     Notwithstanding any other provisions of the RRP 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(g) of the RRP, except to the extent required to comply with
applicable law, no amendment of the RRP (other than an amendment to reduce or
discontinue future accruals under the RRP after the end of the Benefit Protection
Period) 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 RRP as constituted at the time of such amendment;
	 
	 	(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;




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EXHIBIT 10.18




	 	(iii)	 	Reduce the amount of benefits provided under the RRP below the
benefits provided under the RRP on the day prior to the Benefit Protection
Period Commencement Date;
	 
	 	(iv)	 	Amend Sections 6(g), 7, 8(b), 8(c) or 8(d); or
	 
	 	(v)	 	Terminate the RRP.






	 	(b)	 	Exception to Section 7(a). Section 7(a) shall not apply to the extent
that (i) the amendment or termination of the RRP 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. For purposes of
this Section 7, approval shall mean written approval (by a person or entity within the
Corporation having the authority to do so) of such amendment or termination.
	 
	 	(c)	 	Restrictions on Certain Actions Prior to or Following, a Change in
Control. Notwithstanding any contrary provisions of the RRP and except to the
extent required to comply with applicable law, (i) any amendment or termination of the
RRP 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




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EXHIBIT 10.18




	 	 	 	not be an effective amendment or termination of the RRP during the Benefit
Protection Period; and (ii) the RRP shall not be amended at any time if to do so
would adversely affect the rights derived under the RRP from this Section 7 of any
individual who is a Participant 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 Plan Benefit
under Section 3, it shall be assumed that the Retirement Plan formulae and actuarial
assumptions in effect on the Benefit Protection Period Commencement Date had continued
in effect through the date the Participant incurs a Separation from Service.
	 
	 	(e)	 	Distribution of Plan Benefits. Each Participant’s Plan Benefit shall
be distributed in a single lump sum cash payment immediately after the later of the
date of the Change in Control or the Participant’s Separation from Service.
	 
	 	(f)	 	Establishment of a Trust. Notwithstanding anything contained in the
RRP 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 the RRP.




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EXHIBIT 10.18




	 	(g)	 	No Forfeitures. A Participant’s Plan Benefit shall not be subject to
forfeiture under any circumstances, including any of the circumstances provided in
Section 6(a).
	 
	 	(h)	 	Miscellaneous.






	 	(i)	 	The provisions of the RRP shall be deemed severable and the
validity or enforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
	 
	 	(ii)	 	The Corporation’s obligation to make the payments and provide
the benefits provided for in the RRP 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.
	 
	 	(iii)	 	No provision of the RRP 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 this RRP 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.




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EXHIBIT 10.18









SECTION 8. DEFINITIONS.




     Except as provided below, capitalized terms used in the RRP shall have the same meaning as in
the Retirement Plan:




	 	(a)	 	“Beneficiary” means the person or persons entitled to receive a
Participant’s remaining Plan Benefit in the event the Participant dies prior to
receiving his or her entire Plan Benefit, as provided in Section 5(b).
	 
	 	(b)	 	“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.
	 
	 	(c)	 	“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.
	 
	 	(d)	 	“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. Notwithstanding the foregoing, the distribution provisions set forth in
Section 7(e) shall only be triggered to the extent such a change in control also
constitutes a “change in control” within the meaning of section 409A of the Code.
	 
	 	(e)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(f)	 	“Committee” means the Management Compensation Committee of the Board of
Directors of the Corporation.




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EXHIBIT 10.18




	 	(g)	 	“Corporation” means Chevron Corporation, a Delaware corporation.
	 
	 	(h)	 	“Deferred Compensation Plan” means the Chevron Corporation Deferred
Compensation Plan for Management Employees.
	 
	 	(i)	 	“Employee” means an individual who is paid on the U.S. dollar Payroll
of a member of the Affiliated Group, but shall not include an individual for any period
in which he or she is:






	 	(i)	 	Compensated for services by a person other than a member of the
Affiliated Group and who, at any time and for any reason, is deemed to be an
Employee;
	 
	 	(ii)	 	Not on the Payroll of a member of the Affiliated Group and who,
at any time and for any reason, is deemed to be an Employee;
	 
	 	(iii)	 	A leased employee within the meaning of section 414(n) of the
Code, or would be a leased employee but for the period-of-service requirement
of section 414(n)(2)(B) of the Code, and who is providing services to any
member of the Affiliated Group;
	 
	 	(iv)	 	If, during any period, a member of the Affiliated Group has not
treated an individual as an Employee and, for that reason, has not withheld
employment taxes with respect to that individual, then that individual shall
not be treated as an Employee for that period, even in the event that the
individual is determined, retroactively, to have been an Employee during all or
any portion of that period.




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EXHIBIT 10.18










	 	(j)	 	“ERISA” means the federal Employee Retirement Income Security Act of
1974, as amended.
	 
	 	(k)	 	“ESIP-RP” means the Chevron Corporation ESIP Restoration Plan that was
originally established effective as of July 1, 2002 through a spin-out of a portion of
the liabilities of the Excess Plan, and has been amended from time to time thereafter.
	 
	 	(l)	 	“Excess Plan” means the Chevron Corporation Excess Benefit Plan as
originally established effective January 1, 1976, amended thereafter from time to time,
and effective July 1, 2002 reconstituted to form the RRP, the SRP and the ESIP-RP.
	 
	 	(m)	 	“Misconduct” means that:






	 	(i)	 	the Corporation has been required to prepare an accounting
restatement due to material noncompliance, as a result of misconduct, with any
financial reporting requirement under the securities laws, and the Committee
has determined in its sole discretion that a Participant (A) had knowledge of
the material noncompliance or the circumstances that gave rise to such
noncompliance and failed to take reasonable steps to bring it to the attention
of appropriate individuals within the Corporation or (B) personally and
knowingly engaged in practices which materially contributed to the
circumstances that enabled a material noncompliance to occur; or




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EXHIBIT 10.18




	 	(ii)	 	a Participant discloses to others, or takes or uses for his or
her own purpose or the purpose of others, any trade secrets, confidential
information, knowledge, data or know-how or any other proprietary information
or intellectual property belonging to a member of the Affiliated Group and
obtained by the Participant during the term of his or her employment, whether
or not they are the Participant’s work product. Examples of such confidential
information or trade secrets include, without limitation, customer lists,
supplier lists, pricing and cost data, computer programs, delivery routes,
advertising plans, wage and salary data, financial information, research and
development plans, processes, equipment, product information and all other
types and categories of information as to which the Participant knows or has
reason to know that a member of the Affiliated Group intends or expects secrecy
to be maintained; or
	 
	 	(iii)	 	a Participant fails to promptly return all documents and other
tangible items belonging to a member of the Affiliated Group in the
Participant’s possession or control, including all complete or partial copies,
recordings, abstracts, notes or reproductions of any kind made from or about
such documents or information contained therein, upon Separation from Service,
whether pursuant to retirement or otherwise; or
	 
	 	(iv)	 	a Participant directly or indirectly engages in, becomes
employed by, or renders services, advice or assistance to any business in
competition with a member of the Affiliated Group at any time during the twelve
months




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EXHIBIT 10.18




	 	 	 	following Separation from Service with the Affiliated Group. As used
herein, “business in competition” means any person, organization or
enterprise which is engaged in or is about to become engaged in any line of
business engaged in by a member of the Affiliated Group at the time of the
Participant’s Separation from Service with the Affiliated Group; or
	 
	 	(v)	 	a Participant fails to inform any new employer, before
accepting employment, of the terms of this section and of the Participant’s
continuing obligation to maintain the confidentiality of the trade secrets and
other confidential information belonging to a member of the Affiliated Group
and obtained by the Participant during the term of his or her employment with
the Affiliated Group; or
	 
	 	(vi)	 	a Participant induces or attempts to induce, directly or
indirectly, any of the Affiliated Group’s customers, employees, representatives
or consultants to terminate, discontinue or cease working with or for a member
of the Affiliated Group, or to breach any contract with a member of the
Affiliated Group, in order to work with or for, or enter into a contract with,
the Participant or any third party; or
	 
	 	(vii)	 	a Participant engages in conduct which is not in good faith
and which disrupts, damages, impairs or interferes with the business,
reputation or employees of a member of the Affiliated Group; or
	 
	 	(viii)	 	a Participant committed an act of embezzlement, fraud or theft with respect
to the property of a member of the Affiliated Group.




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EXHIBIT 10.18




	 	 	 	The Committee shall determine in its sole discretion whether the Participant has
engaged in any of the acts set forth in (i) through (viii) above, and its
determination shall be conclusive and binding on all interested persons. Any
provision of this definition of Misconduct which is determined by a court of
competent jurisdiction to be invalid or unenforceable should be construed or limited
in a manner that is valid and enforceable and that comes closest to the business
objectives intended by such invalid or unenforceable provision, without invalidating
or rendering unenforceable the remaining provisions of this definition of
Misconduct.






	 	(n)	 	“Participant” means a person who is eligible to participate in the RRP
as provided in Section 2.
	 
	 	(o)	 	“Plan Benefit” means the benefit described in Section 3.
	 
	 	(p)	 	“Plan Year” means the calendar year.
	 
	 	(q)	 	“Prior Plans” means the defined benefit portion of the Supplemental
Pension Plan of Texaco Inc., the defined benefit portion of the Excess-Benefit Plan for
Employees of ChevronTexaco Global Energy Inc., the Supplemental Bonus Retirement Plan
of Texaco Inc., and the Pension Supplementation Plan of ChevronTexaco Global Energy
Inc.
	 
	 	(r)	 	“Prior Qualified Plans” means the Retirement Plan of Texaco Inc. and
the Group Pension Plan of Chevron Global Energy Inc.




-24-









 






EXHIBIT 10.18




	 	(s)	 	“Quarter” means a calendar quarter.
	 
	 	(t)	 	“Restoration Benefit” means the benefit described in Section 3(a).
	 
	 	(u)	 	“Retirement Plan” means the qualified Chevron Retirement Plan.
	 
	 	(v)	 	“RRP” means the Chevron Corporation Retirement Restoration Plan.
	 
	 	(w)	 	“Separation from Service” means separation from service with the
Affiliated Group within the meaning of section 409A of the Code.
	 
	 	(x)	 	“SRP” means the Chevron Corporation Supplemental Retirement Plan that
was originally established effective as of July 1, 2002 through a spin-out of a portion
of the liabilities of the Excess Plan, was amended from time to time thereafter, and
effective July 1, 2006 was merged into the RRP.
	 
	 	(y)	 	“Successors and Assigns” means a corporation or other entity acquiring
all or substantially all the assets and business of the Corporation (including the RRP)
whether by operation of law or otherwise.
	 
	 	(z)	 	“Unocal” means Unocal Corporation, a Delaware corporation.
	 
	 	(aa)	 	“Unocal Nonqualified Retirement Plans” means Unocal Nonqualified
Retirement Plan A1, Unocal Nonqualified Retirement Plan B1 and Unocal Nonqualified
Retirement Plan C1.
	 
	 	(bb)	 	“Unrestricted MIP Award” means any MIP award that is not subject to
forfeiture conditions established by the Committee (other than the forfeiture
conditions




-25-









 






EXHIBIT 10.18




	 	 	 	expressly described in the MIP text). “Unrestricted MIP Award” also includes such
other bonus or incentive awards which the Committee has designated as such for
purposes of this RRP, or which were included under the Excess Plan prior to July 1,
2002.





SECTION 9. EXECUTION.




     To record the amendment and restatement of the RRP to read as set forth herein effective as of
July 1, 2006, the Chair of the Management Compensation Committee of the Board of Directors of
Chevron Corporation has executed this document on this 2nd day of August, 2006.





	 	 	 	 	 	 	 
	 	 	CHEVRON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/S/ Robert J. Eaton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Chair of Management	 	 
	 

	 	 	 	Compensation Committee	 	 







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