exv10w19



 








EXHIBIT 10.19




CHEVRON CORPORATION



ESIP RESTORATION PLAN



(Amended and Restated as of July 1, 2006)





 









 








EXHIBIT 10.19




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1. INTRODUCTION
	 	 	1	 
	SECTION 2. ELIGIBILITY AND PARTICIPATION
	 	 	2	 
	(a) Eligibility Requirements on or After January 1, 2006
	 	 	2	 
	(b) Pre-January 1, 2006 Participation Requirements
	 	 	3	 
	SECTION 3. PLAN BENEFITS
	 	 	3	 
	(a) July 1, 2002 through December 31, 2005
	 	 	3	 
	(b) Post January 1, 2006
	 	 	4	 
	(c) Earnings
	 	 	4	 
	SECTION 4. DISTRIBUTION OF PLAN BENEFITS
	 	 	4	 
	(a) Post January 1, 2005 Default Distribution Forms
	 	 	5	 
	(b) Distribution Form Elections
	 	 	5	 
	(c) Valuation of Stock Units/Determination of Installment Payments
	 	 	9	 
	(d) Change of Distribution Form Election
	 	 	10	 
	(e) Cashout Limit
	 	 	12	 
	(f) Specified Employees
	 	 	13	 
	SECTION 5. DEATH BENEFITS
	 	 	13	 
	(a) Amount of Death Benefit
	 	 	13	 
	(b) Beneficiaries
	 	 	14	 
	(c) Deaths Occurring on or After January 1, 2005
	 	 	14	 
	SECTION 6. MISCELLANEOUS
	 	 	15	 
	(a) Forfeitures
	 	 	15	 
	(b) Funding
	 	 	15	 
	(c) Tax Withholding
	 	 	15	 
	(d) No Employment Rights
	 	 	16	 
	(e) No Assignment of Property Rights
	 	 	16	 
	(f) Effect of Change in Capitalization on Participant’s Accounts
	 	 	16	 
	(g) Administration
	 	 	17	 
	(h) Amendment and Termination
	 	 	17	 
	(i) Effect of Reemployment
	 	 	17	 






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EXHIBIT 10.19




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	(j) Excess Plan/Top-Hat Plan Status
	 	 	18	 
	(k) Successors and Assigns
	 	 	18	 
	(l) 409A Compliance
	 	 	18	 
	(m) Applicable Law
	 	 	19	 
	SECTION 7. CHANGE IN CONTROL
	 	 	19	 
	(a) Restrictions on Amendments During Benefit Protection Period
	 	 	19	 
	(b) Exception to Section 7(a)
	 	 	20	 
	(c) Restrictions on Certain Actions Prior to or Following, a Change in Control
	 	 	20	 
	(d) ESIP Restoration Benefit
	 	 	21	 
	(e) Distribution of Plan Benefits
	 	 	22	 
	(f) Establishment of a Trust
	 	 	22	 
	(g) No Forfeitures
	 	 	22	 
	(h) Miscellaneous
	 	 	22	 
	SECTION 8. DEFINITIONS
	 	 	23	 
	SECTION 9. GRANDFATHERED PROVISIONS
	 	 	30	 
	SECTION 10.
EXECUTION
	 	 	30	 
	APPENDIX A – GRANDFATHERED PLAN PROVISIONS
	 	 	 	 






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EXHIBIT 10.19




CHEVRON CORPORATION



ESIP RESTORATION PLAN




(Amended and Restated as of July 1, 2006)




SECTION 1. INTRODUCTION.




     The ChevronTexaco Corporation ESIP Restoration Plan (the “ESIP-RP”) was established effective
July 1, 2002 as a spin out of a portion of the liabilities of the Chevron Corporation Excess
Benefit Plan (the “Excess Plan”). The ESIP-RP provides additional retirement benefits to those
provided under the Chevron Employee Savings Investment Plan (the “ESIP”) (prior to April 1, 2002,
the ESIP was named the ChevronTexaco Employee Savings Investment Plan). In addition, effective as
of January 1, 2006 through the effective date of its merger with the ESIP, the ESIP-RP also
provided additional retirement benefits to those provided under the Unocal Savings Plan (the
“USP”).



     This amended and restated ESIP-RP incorporates certain ESIP-RP changes which occurred
subsequent to July 1, 2002, and renames the ESIP-RP the Chevron Corporation ESIP Restoration Plan.
From July 1, 2002 through December 31, 2005, this ESIP-RP provided additional retirement benefits
to those provided under the ESIP because the ESIP’s benefits are subject to limitations on
contributions imposed by sections 401(a)(17) or 415 of the Code and because the ESIP’s definition
of Regular Earnings did not include salary deferrals under the Chevron Corporation Deferred
Compensation Plan for Management Employees (the “Deferred Compensation Plan”). Prior to January 1,
2006, Participants received credits under this ESIP-RP without regard to whether the Participant
deferred any amount to the Deferred Compensation Plan or the ESIP.



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EXHIBIT 10.19



     On August 10, 2005, the Corporation acquired Unocal Corporation and later became the sponsor
of the USP. Effective as of January 1, 2006, the ESIP-RP also provides benefits to certain members
of the USP as described below.



     Effective as of January 1, 2006, amounts allocated to this ESIP-RP are limited to Participants
(including Members of the ESIP and USP) whose compensation exceeds the limitation on compensation
that may be taken into account with respect to a qualified retirement plan that is imposed by
section 401(a)(17) of the Code (the “Section 401(a)(17) Limitation”) and who elect to defer two
percent (2%) or more of their Regular Earnings over this limitation to the Deferred Compensation
Plan.



     In addition, this amended and restated ESIP-RP is intended to incorporate changes necessary to
comply with section 409A of the Code, to grandfather the provisions of the ESIP-RP that were in
effect as of December 31, 2004, and to adopt certain other transitional rules pursuant to guidance
issued with respect to section 409A of the Code. In general, this amended and restated plan
document is effective as of July 1, 2006, however, certain other provisions, primarily those
designed to comply with section 409A of the Code, have earlier effective dates as set forth herein.



SECTION 2. ELIGIBILITY AND PARTICIPATION.





	 	(a)	 	Eligibility Requirements on or After January 1, 2006. Effective as of
January 1, 2006, participation in the ESIP-RP shall be limited to:






	 	(i)	 	ESIP/USP Members. Members of the ESIP and/or USP (A)
who are Employees on or after January 1, 2006; and (B) who contribute two
percent (2%) or more of their Regular Earnings above the




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EXHIBIT 10.19




	 	 	 	Section 401(a)(17) Limitation to the Deferred Compensation Plan. A
Participant shall first become eligible to participate in this ESIP-RP when
he or she first completes a valid salary deferral election under the
Deferred Compensation Plan.
	 
	 	(ii)	 	Pre-January 1, 2006 Participants. Any participant in
the ESIP-RP who is not described in Section 2(a)(i) as of January 1, 2006 and
who had an undistributed accrued benefit under the terms of the ESIP-RP as of
December 31, 2005.






	 	(b)	 	Pre-January 1, 2006 Participation Requirements. The requirements with
respect to participation in the ESIP prior to January 1, 2006 are set forth in Section
2 of Appendix A.





SECTION 3. PLAN BENEFITS.




     Plan Benefits under the ESIP-RP consist of the ESIP Restoration Benefit. The ESIP Restoration
Benefit is the lump sum value of a Participant’s Stock Units which are credited to a Participant’s
“ESIP Restoration Benefit Account.” Stock Units are credited to such Account as described below in
Sections 3(a) and (b) and are credited with earnings in accordance with Section 3(c) below.



     In addition to the Stock Units credited to a Participant’s Account as of July 1, 2002, if any,
a Participant shall also receive credits of Stock Units as follows:




	 	(a)	 	July 1, 2002 through December 31, 2005. With respect to the period
from July 1, 2002 to December 31, 2005, each Participant in the ESIP-RP was credited
with the number of Stock Units determined in accordance with Section 3 of




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EXHIBIT 10.19




	 	 	 	Appendix A. This amount was credited with earnings in the same manner as described
in Section 3(c) below.
	 
	 	(b)	 	Post January 1, 2006. Effective January 1, 2006, Participants shall
receive an allocation of Stock Units equal to eight percent (8%) of that portion of the
Participant’s Regular Earnings in excess of his or her Section 401(a)(17) Limitation
for any calendar year, provided the Participant contributes two percent (2%) or more to
the Deferred Compensation Plan with respect to that portion of the Participant’s
Regular Earnings in excess of his or her Section 401(a)(17) Limitation for that
calendar year.
	 
	 	(c)	 	Earnings. As of the payment date of a cash dividend paid with respect
to shares of Chevron Stock, each Participant’s ESIP Restoration Benefit Account shall
be credited with the number of Stock Units determined by multiplying the number of
Stock Units in such Account on the day prior to the ex-dividend 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 Chevron stock
fund within the ESIP.





SECTION 4. DISTRIBUTION OF PLAN BENEFITS.




     With respect to Stock Units credited to a Participant’s Account (and earnings thereon) on or
after January 1, 2005, his or her Plan Benefit attributable to such amounts shall be distributed in
cash in accordance with this Section 4. Distributions shall only be made after a Participant
incurs a Separation from Service. Except as specifically provided below, distributions with



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EXHIBIT 10.19





respect to a Participant’s Grandfathered Amount shall be distributed in accordance with
Section 4 of Appendix A.




	 	(a)	 	Post January 1, 2005 Default Distribution Forms.






	 	(i)	 	With respect to any Participant who incurs a Separation from
Service between January 1, 2005 and December 31, 2005, unless a Participant
made a valid election to the contrary, payment of his or her Plan Benefit shall
commence in the first January, April, July or October that is at least twelve
(12) months after the date the Participant incurs a Separation from Service and
shall be made in ten (10) approximately equal annual installments in cash. All
installments after the first installment payment shall be paid in January.
	 
	 	(ii)	 	With respect to a Participant who incurs a Separation from
Service on or after January 1, 2006, unless the Participant has made a valid
election to the contrary, payment of his or her Plan Benefit shall be made in a
lump sum cash payment as of the first January, April, July or October that is
at least twelve (12) months after the date the Participant incurs a Separation
from Service.






	 	(b)	 	Distribution Form Elections.






	 	(i)	 	A Participant is permitted to make an initial election
regarding the timing and form of distribution of his or her Plan Benefit.
	 
	 	 	 	The provisions of Section 4(b) of Appendix A shall apply to elections
regarding the form or timing of a payment of the Participant’s




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EXHIBIT 10.19




	 	 	 	Grandfathered Amount, except that Section 4(b)(i) shall provide: “[p]rior
to the last day of the Quarter in which the Employee incurs a Separation
from Service, the Participant may request a cash distribution at the time
and in the manner described below by filing the prescribed form with the
Committee” instead of the language in Section 4(b)(i) of Appendix A.
	 	 	 	With respect to Stock Units credited to a Participant’s Account (and
earnings thereon) on or after January 1, 2005, the requirements relating to
elections regarding the form and timing of payments are based on when the
Participant incurs a Separation from Service as follows:






	 	(A)	 	If the Participant incurs a Separation from
Service between January 1, 2005 and December 31, 2005, the Participant
may elect a form of distribution no later than 30 days following his or
her termination by filing the prescribed form with the Committee which
shall provide for the payment of the portion of his or her Plan Benefit
subject to this Section 4(b):






	 	(1)	 	In a lump sum in any January,
April, July or October that is at least twelve (12) months after
the Participant made his or her distribution election; provided,
however, such lump sum payment shall not be made later than the
first January after the later of the date the Participant
attains age 701/2 or the date the Participant incurs a Separation
from Service; or
	 
	 	(2)	 	In fifteen (15) or fewer
approximately equal annual installments, commencing in any
January, April, July or




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EXHIBIT 10.19




	 	 	 	October that is at least twelve (12) months after the
Participant made his or her distribution election; provided,
however, that such installments shall not commence later than
the first January after the later of the date the Participant
attains age 701/2 or the date the Participant incurs a
Separation from Service. All installments after the first
installment payment shall be paid in January.






	 	(B)	 	If the Participant incurs a Separation from
Service between January 1, 2006 and December 31, 2006, the Participant
may elect his or her time and form of distribution no later than the
earlier of the last day of the Quarter in which the Participant incurs
a Separation from Service and December 31, 2006. Such an election
shall be made by filing the prescribed form with the Committee and
shall provide for the payment of the portion of his her Plan Benefits
that is subject to this Section 4(b):






	 	(1)	 	In a lump sum in any January,
April, July or October that is at least twelve (12) months after
the Participant incurs a Separation from Service; provided,
however, such lump sum payment shall not be made later than the
first January after the later of the date the Participant
attains age 701/2 or the date the Participant incurs a Separation
from Service; or
	 
	 	(2)	 	In ten (10) or fewer
approximately equal annual installments, commencing in any
January, April, July or




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EXHIBIT 10.19




	 	 	 	October that is at least twelve (12) months after the
Participant incurs a Separation from Service; provided,
however, that such installments shall not commence later than
the first January after the later of the date the Participant
attains age 701/2 or the date the Participant incurs a
Separation from Service. All installments after the first
installment payment shall be paid in January.






	 	(C)	 	If the Participant incurs a Separation from
Service on or after January 1, 2007, the Participant may elect his or
her time and form of distribution no later than the later of December
31, 2006 and thirty (30) days after the date the Participant first
became eligible under this ESIP-RP. Such an election shall be made by
filing the prescribed form with the Committee and shall provide for the
payment of that portion of the Participant’s Plan Benefit subject to
this Section 4(b):






	 	(1)	 	In a lump sum in any January,
April, July or October that is at least twelve (12) months after
the Participant incurs a Separation from Service; provided,
however, such lump sum payment shall not be made later than the
first January after the later of the date the Participant
attains age 701/2 or the date the Participant incurs a Separation
from Service; or
	 
	 	(2)	 	In ten (10) or fewer
approximately equal annual installments, commencing in any
January, April, July or




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EXHIBIT 10.19




	 	 	 	October that is at least twelve (12) months after the
Participant incurs a Separation from Service; provided,
however, that such installments shall not commence later than
the first January after the later of the date the Participant
attains age 701/2 or the date the Participant incurs a
Separation from Service. All installments after the first
installment payment shall be paid in January.






	 	(c)	 	Valuation of Stock Units/Determination of Installment Payments.
Notwithstanding anything in Appendix A to the contrary, the valuation of all Stock
Units and the determination of the amount of any installment payment shall be governed
by the provisions of this Section 4(c) without regard to when such amounts were
credited to the Participant’s Account.






	 	(i)	 	Prior to January 1, 2006, the amount of a cash payment pursuant
to Section 4(a) or (b) attributable to any Account to which Stock Units are
credited shall be determined by dividing the number of such Stock Units
credited to the Participant’s 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 ESIP-RP.




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EXHIBIT 10.19




	 	(ii)	 	On or after January 1, 2006, the amount of a cash payment
pursuant to Section 4(a) or (b) attributable to any Account to which Stock
Units are credited shall be determined by dividing the number of such Stock
Units credited to the Participant’s Account as of the first business day of the
Quarter in which the distribution is made 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 first
business day of the Quarter which includes the date payment is made under the
ESIP-RP.






	 	(d)	 	Change of Distribution Form Election. The form and time of
distribution (as determined pursuant to Section 4(a) or (b)) may be changed in
accordance with the requirements of this Section 4(d) and such additional procedures as
may be prescribed by the Committee in its sole discretion. Any change to the time and
form of payment of a Participant’s Grandfathered Amount shall be subject to Section 4
of Appendix A. The remaining portion of a Participant’s Plan Benefit shall be subject
to the following requirements:






	 	(i)	 	With respect to any Participant who incurs a Separation from
Service between January 1, 2005 and December 31, 2006, such an election shall
be valid only if it is made at least twelve (12) months prior to the
commencement of his or her original payment date;
	 
	 	(ii)	 	With respect to any Participant who incurs a Separation from
Service on or after January 1, 2007, such an election shall only be valid if it
is made




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EXHIBIT 10.19




	 	 	 	twelve (12) months prior to the commencement of the original payment date
and postpones the commencement of such

payment(s) to at least five (5) years
after the date the original payment(s) were scheduled to commence. Any such
change in a distribution election shall be limited to an election of a lump
sum payment or up to ten (10) installments commencing in the first January,
April, July or October that complies with the five (5) year rule described
above. All installment payments shall be made in cash and, after the first
such installment, shall be paid in January; and
	 
	 	(iii)	 	Effective July 1, 2006, notwithstanding anything in Sections
4(d)(ii) or 5(c) to the contrary, 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 the Committee in accordance with section 409A of the Code and the
regulations thereunder). For purposes of determining the number of Stock Units
credited to a Participant’s Account, as well as the valuation of these Stock
Units with respect to any distribution subject to this Section 4(d)(iii),
Section 4(c)(ii) shall apply except that the date the Committee approves the
request for such a distribution shall be used instead of the first day of the
Quarter.




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EXHIBIT 10.19




	 	 	 	For purposes of this ESIP-RP, “payment date” means the date a lump sum is payable or
the date the first of a series of installments is payable.






	 	(e)	 	Cashout Limit. Notwithstanding any other provision of this Section 4,
if a Participant’s Plan Benefit (determined separately with respect to the
Participant’s Grandfathered Amount and that portion credited to his or her Account on
or after January 1, 2005 (and earnings thereon)) is less than $50,000, then such Plan
Benefit shall be distributed in accordance with this Section 4(e). For purposes of
determining whether a Participant’s Plan Benefit is less than $50,000 and the
distribution of that Plan Benefit, the following rules shall apply:






	 	(i)	 	With respect to that portion of a Participant’s Plan Benefit
consisting of his or her Grandfathered Amount, the time and form of benefit
rules set forth in Section 4(e) of Appendix A shall govern; and
	 
	 	(ii)	 	With respect to the remaining portion of a Participant’s Plan
Benefit:






	 	(A)	 	If the Participant incurs a Separation from
Service between January 1, 2005 and December 31, 2005, and the
Participant’s Plan Benefit attributable to Stock Units credited to his
or her Account on or after January 1, 2005 (and earnings thereon) is
less than $50,000 as of the end of the Quarter following the Quarter in
which the Participant incurs a Separation from Service, then this
portion of the Participant’s Plan Benefit shall be distributed in a
single sum during the Quarter following the Quarter in which the
determination is made that the Plan Benefit is less than $50,000.




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EXHIBIT 10.19




	 	(B)	 	If the Participant incurs a Separation from
Service on or after January 1, 2006, and the Participant’s Plan Benefit
attributable to Stock Units credited to his or her Account on or after
January 1, 2005 (and earnings thereon) is less than $50,000 as of the
first day of the Quarter which is at least twelve (12) months after the
date the Participant incurs a Separation from Service, then this
portion of the Participant’s Plan Benefit shall be distributed in a
single sum during such Quarter.






	 	(f)	 	Specified Employees. Notwithstanding anything in this Plan to the
contrary, if a Participant is a “specified employee” (within the meaning of section
409A of the Code), then the commencement of any payments to such Participant which
relate to amounts credited to the Participant’s Account on or after January 1, 2005
(and earnings thereon) shall be delayed until the later of (i) six months following the
Participant’s Separation from Service; and (ii) the original start date of his or her
payments.





SECTION 5. DEATH BENEFITS.





	 	(a)	 	Amount of Death Benefit. If a Participant dies, the unpaid portion of
the Participant’s Grandfathered Amount shall be distributed to the Participant’s
Beneficiary in accordance with Section 5 of Appendix A. That portion of a
Participant’s Plan Benefit credited to his or her Account on or after January 1, 2005
(and earnings thereon) shall be distributed to the Participant’s Beneficiary in
accordance with Section 5(c) below.




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EXHIBIT 10.19




	 	(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.
	 
	 	(c)	 	Deaths Occurring on or After January 1, 2005. If a Participant who has
made a valid election as to the form and timing of the payment of his or her Plan
Benefit attributable to amounts credited to the Participant’s Account on or after
January 1, 2005 dies, then the Beneficiary shall receive the payment(s) on the date(s)
elected by the Participant and 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)(iii). If such a 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.




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EXHIBIT 10.19









SECTION 6. MISCELLANEOUS.





	 	(a)	 	Forfeitures. Plan Benefits shall be fully vested at all times.
Notwithstanding such vesting, however, unpaid Plan Benefits attributable to Stock Units
credited to a Participants’ Account on or before December 31, 2004 (and earnings
thereon) shall be subject to Section 6(a) of Appendix A. With respect to Plan Benefits
attributable to Stock Units credited to a Participant’s Account on or after January 1,
2005 (and earnings thereon), if the Participant engages in Misconduct the Committee may
determine that such unpaid Plan Benefits shall be forfeited and/or that any such 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 ESIP-RP 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 income
tax 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 shall be paid through
withholding from the Participant’s salary or other income from the Affiliated Group;
provided, however, that if such amounts are not withheld in this manner, then these
withholdings shall be debited from the Participant’s Plan Benefit.




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EXHIBIT 10.19




	 	(d)	 	No Employment Rights. Nothing in the ESIP-RP 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)
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 ESIP-RP 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 ESIP-RP were a qualified plan under section 401(a) of the Code, shall not
constitute a violation of this Section 6(e).
	 
	 	(f)	 	Effect of Change in Capitalization on Participant’s Accounts. In the
event of a stock split, stock dividend or other change in capitalization affecting
Chevron Stock, an appropriate number of Stock Units shall be substituted for, or added
to, each Stock Unit then credited on behalf of each Participant’s Account, and such
substituted or added Stock Unit shall be subject to the same terms and conditions as
the original Stock Unit.




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EXHIBIT 10.19




	 	(g)	 	Administration. The ESIP-RP shall be administered by the Committee.
No member of the Committee shall become a Participant in the ESIP-RP. 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 ESIP-RP, make
any factual findings, and make any decision with respect to the ESIP-RP, including
(without limitation) any determination of eligibility to participate in the ESIP-RP,
eligibility for a Plan Benefit, and the amount of such Plan Benefit. The Committee’s
determinations shall be conclusive and binding on all persons.
	 
	 	(h)	 	Amendment and Termination. The Corporation expects to continue the
ESIP-RP indefinitely. Future conditions, however, cannot be foreseen. Subject to
Section 7, the Corporation shall have the authority to amend or to terminate the
ESIP-RP 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 ESIP-RP, the number of
Stock Units credited to a Participant’s ESIP Restoration Account shall not be less than
the number of Stock Units to which he or she would have been entitled to as of the date
of such amendment or termination, as adjusted for subsequent cash dividends as
described in Section 3(c).
	 
	 	(i)	 	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 or this ESIP-RP, as applicable. When




-17-









 






EXHIBIT 10.19




	 	 	 	any reemployed Participant subsequently incurred a Separation from Service, the
Participant’s Plan Benefit attributable to such additional service shall be
determined and distributed in accordance with this ESIP-RP.
	 
	 	(j)	 	Excess Plan/Top-Hat Plan Status. To the extent that the ESIP-RP
provides a benefit in excess of the limitations on contributions and benefits imposed
by section 415 of the Code, the ESIP-RP 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 ESIP-RP 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 ESIP-RP shall be implemented,
administered and interpreted in a manner consistent with this intention.
	 
	 	(k)	 	Successors and Assigns. The ESIP-RP shall be binding upon the
Corporation, its Successors and Assigns. Notwithstanding that the ESIP-RP 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
ESIP-RP in the same manner and to the same extent that the Corporation would be if no
succession or assignment had taken place.
	 
	 	(l)	 	409A Compliance. This ESIP-RP 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




-18-









 






EXHIBIT 10.19




	 	 	 	Plan Benefit, but only to the extent of the amount required to be included in income
as a result of such failure.
	 
	 	(m)	 	Applicable Law. The ESIP-RP 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 ESIP-RP 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), except to the extent required to comply with applicable
law, no amendment of the ESIP-RP (other than an amendment to reduce or discontinue
future allocations under the ESIP-RP 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 ESIP-RP 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




-19-









 






EXHIBIT 10.19




	 	 	 	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 ESIP-RP below
the benefits provided under the ESIP-RP on the day prior to the Benefit
Protection Period Commencement Date;
	 
	 	(iv)	 	Amend Sections 6(k), 7, 8(c), 8(d), 8(e), or 8(bb) of the
ESIP-RP; or
	 
	 	(v)	 	Terminate the ESIP-RP.






	 	(b)	 	Exception to Section 7(a). Section 7(a) shall not apply to the extent
that (i) the amendment or termination of the ESIP-RP 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 ESIP-RP and except to the
extent required to comply with applicable law, (i) any amendment or termination of the




-20-









 






EXHIBIT 10.19




	 	 	 	ESIP-RP 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 ESIP-RP during the Benefit
Protection Period; and (ii) the ESIP-RP shall not be amended at any time if to do so
would adversely affect the rights derived under the ESIP-RP 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)	 	ESIP Restoration 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 (i) the highest price per share of Chevron 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 (ii) 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 deemed
earnings shall be added to the unpaid portion of the total dollar amount of the
Participant’s Plan Benefit as if such amounts were invested in the Vanguard Prime Money
Market Fund. If for any reason such fund ceases to exist, earnings shall be determined
based upon the earnings rate associated with the successor to such fund.




-21-









 






EXHIBIT 10.19




	 	(e)	 	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 incurs a Separation from
Service.
	 
	 	(f)	 	Establishment of a Trust. Notwithstanding anything contained in the
ESIP-RP 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 ESIP-RP.
	 
	 	(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 ESIP-RP 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 ESIP-RP 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.




-22-









 






EXHIBIT 10.19




	 	(iii)	 	No provision of the ESIP-RP 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 ESIP-RP 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 ESIP-RP shall have the same meaning as
in the ESIP.




	 	(a)	 	“Account” or “Accounts” means as to any Participant the
separate account maintained in order to reflect his or her interest in the ESIP-RP.
	 
	 	(b)	 	“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).
	 
	 	(c)	 	“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.
	 
	 	(d)	 	“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.




-23-









 






EXHIBIT 10.19




	 	(e)	 	“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.
	 
	 	(f)	 	“Chevron Stock” means the common stock of the Corporation.
	 
	 	(g)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(h)	 	“Committee” means the Management Compensation Committee of the Board of
Directors of the Corporation.
	 
	 	(i)	 	“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.
	 
	 	(j)	 	“Corporation” means Chevron Corporation, a Delaware corporation.
	 
	 	(k)	 	“Deferred Compensation Plan” means the Chevron Corporation Deferred
Compensation Plan for Management Employees.
	 
	 	(l)	 	“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;




-24-









 






EXHIBIT 10.19




	 	(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.






	 	(m)	 	“ERISA” means the federal Employee Retirement Income Security Act of
1974, as amended.
	 
	 	(n)	 	“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 Chevron Corporation Retirement
Restoration Plan, the Chevron Corporation Supplemental Retirement Plan, and the
ESIP-RP.
	 
	 	(o)	 	“ESIP” means the Chevron Corporation Employee Savings Investment Plan.
	 
	 	(p)	 	“ESIP-RP” means the Chevron Corporation ESIP Restoration Plan.
	 
	 	(q)	 	“ESIP Restoration Benefit” means the benefit described in Section 3.




-25-









 






EXHIBIT 10.19




	 	(r)	 	“ESIP Restoration Benefit Account” means the account described in
Section 3.
	 
	 	(s)	 	“Grandfathered Amount” means that portion, if any, of a Participant’s
Plan Benefit which was credited to his or her Account as of December 31, 2004 (and
earnings thereon).
	 
	 	(t)	 	“Misconduct” means with respect to the period prior to March 1, 2005:






	 	(i)	 	The Participant is dismissed for cause (as determined by the
Committee) or otherwise incurs a Separation from Service when a basis for such
dismissal exists; or
	 
	 	(ii)	 	Before or after the Participant incurs a Separation from
Service, the Participant engages in any activity which, in the opinion of the
Committee, is prejudiced to the interests of any member of the Affiliated
Group.






With respect to periods commencing on or after March 1, 2005, “Misconduct” means:




	 	(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




-26-









 






EXHIBIT 10.19




	 	 	 	contributed to the circumstances that enabled a material noncompliance to
occur; or
	 
	 	(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 the Participant’s
Separation from Service, whether pursuant to retirement or otherwise; or




-27-









 






EXHIBIT 10.19




	 	(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
(12) months 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




-28-









 






EXHIBIT 10.19




	 	(viii)	 	a Participant committed an act of embezzlement, fraud or theft with respect
to the property of a member of the Affiliated Group.
	 
	 	 	 	The Committee shall determine in its sole discretion whether the Participant has
engaged in any of the acts set forth above, and its determination shall be
conclusive and binding on all interested persons. Any provision of this Section
8(t) which is determined by a court of competent jurisdiction to be invalid or
unenforceable shall 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 Section 8(t).






	 	(u)	 	“Participant” means a person who is eligible to participate in the
ESIP-RP as provided in Section 2.
	 
	 	(v)	 	“Plan Benefit” means the benefit described in Section 3.
	 
	 	(w)	 	“Plan Year” means the calendar year.
	 
	 	(x)	 	“Quarter” means a calendar quarter.
	 
	 	(y)	 	“Section 401(a)(17) Limitation” means the limitation on the amount of
annual compensation that may be taken into account pursuant to section 401(a)(17) of
the Code.
	 
	 	(z)	 	“Separation from Service” means “separation from service” with the
Affiliated Group within the meaning of section 409A of the Code.
	 
	 	(aa)	 	“Stock Units” means the Chevron stock equivalents credited to a
Participant’s Account in accordance with Section 3.




-29-









 






EXHIBIT 10.19




	 	(bb)	 	“Successors and Assigns” means a corporation or other entity acquiring
all or substantially all the assets and business of the Corporation (including the
ESIP-RP) whether by operation of law or otherwise.
	 
	 	(cc)	 	“USP” means the Unocal Savings Plan.





SECTION 9. GRANDFATHERED PROVISIONS.




     Except as otherwise set forth in this ESIP-RP, the provisions of the ESIP-RP which were in
effect on July 1, 2002 are intended to govern a Participant’s Grandfathered Amount. The provisions
of this grandfathered portion of the ESIP-RP are set forth in Appendix A.



SECTION 10. EXECUTION




     To record the amendment and restatement of the ESIP-RP 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	 	 






-30-









 






EXHIBIT 10.19




APPENDIX A

to the

CHEVRON CORPORATION ESIP RESTORATION PLAN

(As Amended and Restated as of July 1, 2006)




CHEVRONTEXACO CORPORATION

ESIP RESTORATION PLAN




(Effective July 1, 2002)




 









 







EXHIBIT 10.19



CHEVRONTEXACO CORPORATION



ESIP RESTORATION PLAN




(Effective July 1, 2002)




SECTION 1. INTRODUCTION.




     The Chevron Corporation Excess Benefit Plan (the “Excess Plan”) was originally established
effective January 1, 1976, was amended from time to time thereafter, and was last amended and
restated effective as of April 1, 2002, at which time the Excess Plan was renamed the ChevronTexaco
Corporation Excess Benefit Plan. A portion of the Excess Plan provided additional retirement
benefits to the extent that such benefits were not provided under the Chevron Corporation Profit
Sharing/Savings Plan (“PS/SP”) because of limitations on contributions that could be made under the
PS/SP due to the requirements of sections 401(a)(17) or 415 of the Code, or because the PS/SP’s
definition of Regular Earnings did not include salary deferrals under the Chevron Corporation
Deferred Compensation Plan for Management Employees, which, effective as of April 1, 2002, was
renamed the ChevronTexaco Corporation Deferred Compensation Plan for Management Employees, (the
“Deferred Compensation Plan”). Effective as of April 1, 2002, the PS/SP was renamed the
ChevronTexaco Employee Savings Investment Plan (the “ESIP”).



     Effective July 1, 2002, the Excess Plan is amended so that the portion of the Excess Plan that
provided the additional retirement benefits not payable out of the ESIP as a result of such Code
limitations and such salary deferrals to the Deferred Compensation Plan shall now be included in
this ChevronTexaco Corporation ESIP Restoration Plan (“ESIP-RP”).



A-1









 






EXHIBIT 10.19



SECTION 2. ELIGIBILITY AND PARTICIPATION.




     Participation in the ESIP-RP shall be limited to:




	 	(a)	 	ESIP Members. Members of the ESIP who are Employees on or after July
1, 2002 and whose ESIP contributions are reduced 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 not being recognized as Regular Earnings; and
	 
	 	(b)	 	Pre-July 1, 2002 Participants. Any participant in the Excess Plan who
is not a member of the ESIP as of the date immediately prior to July 1, 2002 who had an
undistributed accrued benefit under the terms of the Excess Plan attributable to
limitations in the ESIP required by section 401(a)(17) or section 415 of the Code, or
on account of the ESIP not recognizing salary deferrals under the Deferred Compensation
Plan as Regular Earnings.





SECTION 3. PLAN BENEFITS.




     Plan Benefits under the ESIP-RP shall consist of the ESIP Restoration Benefit. The Committee
shall establish an “ESIP Restoration Benefit Account” for each Participant whose share of Company
Contributions under the ESIP is reduced for any payroll period on account of limitations required
by either section 401(a)(17) or section 415 of the Code, or on account of salary deferrals under
the Deferred Compensation Plan not being recognized as Regular Earnings. Stock Units shall be
credited to such Account as set forth in (a) and (b) below and credited with earnings in accordance
with (c) below. A Participant’s ESIP Restoration Benefit shall be the lump sum value of a
Participant’s Stock Units.



A-2









 






EXHIBIT 10.19




	 	(a)	 	As of July 1, 2002, each Participant shall be credited with the number of Stock
Units credited to his or her account under the Excess Plan.
	 
	 	(b)	 	In addition, as of the close of each payroll period, each Participant’s ESIP
Restoration Benefit Account shall be credited with additional Stock Units determined
by:






	 	(i)	 	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 under the ESIP for such payroll period but for the limitations
required by sections 401(a)(17) and 415 of the Code, or because the
Participant’s salary deferrals under the Deferred Compensation Plan were not
recognized as Regular Earnings, and
	 
	 	(ii)	 	dividing the resulting amount by the per share price used in
allocating the Company Contribution under the ESIP for such payroll period.






	 	 	 	Notwithstanding the foregoing, the Participant’s ESIP Restoration Benefit Account
shall not be credited with any Stock Units on account of a limitation imposed by
section 415 of the Code caused by the termination of the leveraged Employee Stock
Ownership Plan (“ESOP”) as described in Section 17.5 of the ESIP.
	 
	 	(c)	 	As of the payment date of a cash dividend paid with respect to shares of
ChevronTexaco Stock, each Participant’s ESIP Restoration Benefit Account shall be
credited with the number of Stock Units determined by multiplying the number




A-3









 






EXHIBIT 10.19




	 	 	 	of Stock Units in such Account on the day prior to the ex-dividend 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
ChevronTexaco stock fund within the ESIP.





SECTION 4. DISTRIBUTION OF PLAN BENEFITS.




     A Participant’s Plan Benefit shall be distributed in cash and at such time (or times) as the
Committee determines in its sole discretion, but no earlier than the date the Participant ceases to
be an Employee. In this regard, the Committee has established the following distribution
guidelines:




	 	(a)	 	Default Distribution Form. Unless the Committee approves a
Participant’s distribution request pursuant to Section 4(b) or (e), distribution of the
Participant’s Plan Benefit shall commence in the first January, April, July or October
that is at least 12 months after the date the Participant ceases to be an Employee and
shall be made in ten approximately equal annual installments in cash. All installments
after the first shall be paid in January.
	 
	 	(b)	 	Distribution Form Election.






	 	(i)	 	No later than 30 days after the date the Employee ceases to be
an Employee, the Participant may request a cash distribution at the time and in
the manner described below by filing the prescribed form with the Committee:






	 	(A)	 	In a lump sum in any January, April, July or
October after the date the Participant ceases to be an Employee;
provided, however, such




A-4









 






EXHIBIT 10.19




	 	 	 	lump sum payment shall not be made later than the first January after
the later of the date the Participant attains age 701/2 or the date the
Participant ceases to be an Employee; or
	 
	 	(B)	 	In fifteen (15) or fewer approximately equal
annual installments, commencing in any January, April, July or October;
provided, however, that such installments shall not commence later than
the first January after the later of the date the Participant attains
age 701/2 or the date the Participant ceases to be an Employee. All
installments after the first shall be paid in January.






	 	(ii)	 	The Participant’s Plan Benefit shall be distributed in
accordance with such request unless the Committee in its sole discretion
disapproves the Participant’s request or determines that the distribution shall
be made at some other time; provided, however, that:






	 	(A)	 	No distribution may be made pursuant to such
request to the extent it would be made within 12 months after the
request is filed with the Committee, and
	 
	 	(B)	 	Any distribution scheduled to be made pursuant
to Section 4(a) within the 12-month period after the request is filed
with the Committee shall be made notwithstanding such request.






	 	(c)	 	Valuation of Stock Units/Determination of Installment Payments. The
amount of a cash payment pursuant to Section 4(a) or (b) attributable to any Account to
which Stock Units are credited shall be determined by dividing the number of




A-5









 






EXHIBIT 10.19




	 	 	 	such Stock Units credited to the Participant’s 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 ESIP-RP.
	 
	 	(d)	 	Change of Distribution Form Election. The time of distribution (as
determined pursuant to Section 4(a) or (b)) may only be changed by the Committee in its
sole discretion. 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 in its sole discretion only upon a showing of hardship or
significantly changed circumstances based on substantial evidence.
	 
	 	(e)	 	Cashout Limit. Notwithstanding any other provision of this Section 4,
if a Participant’s Plan Benefit is less than $50,000 as of the end of the Quarter
following the Quarter in which the Participant ceases to be an Employee, such Plan
Benefit shall be distributed in a lump sum as soon as reasonably practicable following
the last day of such Quarter. This Section 4(e) shall not apply to a Participant who
ceased to be an Employee before July 1, 2002.
	 
	 	(f)	 	Employees Ceasing Employment Prior to July 1, 2002. If a Participant
ceased to be an Employee prior to July 1, 2002, such Participant’s Plan Benefit shall
be distributed in accordance with the terms of the Excess Plan as in effect on the date




A-6









 






EXHIBIT 10.19




	 	 	 	the Participant ceased to be an Employee, except that all of the installment
payments after the first installment payment shall be paid in January.
	 
	 	(g)	 	Acceleration of Payments. Notwithstanding the foregoing, the Committee
may, in its sole discretion, accelerate the distribution of any Plan Benefit if it
determines that a change in any applicable law may cause the benefit to become
currently taxable to any or all Participants.





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(b).
	 
	 	(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. Distributions under this Section 5 will be made in such manner
and at such times as the Committee shall




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EXHIBIT 10.19




	 	 	 	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 shall be fully vested at all times.
Notwithstanding such vesting, however, unpaid Plan Benefits shall be forfeited upon the
occurrence of any of the following circumstances:






	 	(i)	 	The Participant is dismissed for cause (as determined by the
Committee) or otherwise ceases to be an Employee when a basis for such
dismissal exists;
	 
	 	(ii)	 	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)	 	The Participant is indebted to any member of the Affiliated
Group. In such case, the Plan Benefit shall be forfeited to the extent of such
indebtedness and such debt 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 Account.






	 	(b)	 	Funding. The ESIP-RP shall be unfunded, and all Plan Benefits shall be
paid only from the general assets of the Corporation.




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EXHIBIT 10.19




	 	(c)	 	Tax Withholding. All distributions shall be net of any applicable
payroll deductions including, but not limited to, any federal, state or local income
tax 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 shall be paid through
withholding from the Participant’s salary or other income from the Affiliated Group;
provided, however, that if such amounts are not withheld in this manner, then these
withholdings shall be debited from the Participant’s Plan Benefit.
	 
	 	(d)	 	No Employment Rights. Nothing in the ESIP-RP 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 is described below relating to
domestic relations orders, no Plan Benefit or property interest in this ESIP-RP 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




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EXHIBIT 10.19




	 	 	 	section 414(p) of the Code) if this ESIP-RP were a qualified plan under section
401(a) of the Code, shall not constitute a violation of this Section 6(e).
	 
	 	(f)	 	Effect of Change in Capitalization on Participant’s 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 on behalf of each Participant’s Account, and
such substituted or added Stock Unit shall be subject to the same terms and conditions
as the original Stock Unit.
	 
	 	(g)	 	Administration. The ESIP-RP shall be administered by the Committee.
No member of the Committee shall become a Participant in the ESIP-RP. 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 ESIP-RP, make
any factual findings, and make any decision with respect to the ESIP-RP, including
(without limitation) any determination of eligibility to participate in the ESIP-RP,
eligibility for a Plan Benefit, and the amount of such Plan Benefit. The Committee’s
determinations shall be conclusive and binding on all persons.
	 
	 	(h)	 	Amendment and Termination. The Corporation expects to continue the
ESIP-RP indefinitely. Future conditions, however, cannot be foreseen. Subject to
Section 7, the Corporation shall have the authority to amend or to terminate the
ESIP-RP 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 ESIP-RP, the number of
Stock




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EXHIBIT 10.19




	 	 	 	Units credited to a Participant’s ESIP Restoration Account shall not be less than
the number of Stock Units to which he or she would have been entitled to as of the
date of such amendment or termination, as adjusted for subsequent cash dividends as
described in Section 3(c).
	 
	 	(i)	 	Effect of Reemployment. If any Participant who has ceased to be an
Employee 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 or this ESIP-RP, as applicable. When any
such reemployed Participant subsequently ceases to be an Employee, the Participant’s
Plan Benefit attributable to such additional service shall be determined and
distributed in accordance with this ESIP-RP.
	 
	 	(j)	 	Excess Plan/Top-Hat Plan Status. To the extent that the ESIP-RP
provides a benefit in excess of the limitations on contributions and benefits imposed
by section 415 of the Code, the ESIP-RP is intended to be an “excess benefit plan”
within the meaning of Section 3(36) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), that is an unfunded deferred compensation program.
Otherwise, the ESIP-RP 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 ESIP-RP shall be implemented, administered and
interpreted in a manner consistent with this intention.
	 
	 	(k)	 	Successors and Assigns. The ESIP-RP shall be binding upon the
Corporation, its Successors and Assigns. Notwithstanding that the ESIP-RP may be
binding upon




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EXHIBIT 10.19




	 	 	 	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 ESIP-RP 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 the ESIP-RP 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), except to the extent required to comply with applicable
law, no amendment of the ESIP-RP (other than an amendment to reduce or discontinue
future allocations under the ESIP-RP 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 ESIP-RP 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 10.19




	 	(iii)	 	Reduce the amount of benefits provided under the ESIP-RP below
the benefits provided under the ESIP-RP on the day prior to the Benefit
Protection Period Commencement Date;
	 
	 	(iv)	 	Amend Sections 6(k), 7, 8(c), 8(d), 8(e), or 8(x) of the
ESIP-RP; or
	 
	 	(v)	 	Terminate the ESIP-RP.






	 	(b)	 	Exception to Section 7(a). Section 7(a) shall not apply to the extent
that (i) the amendment or termination of the ESIP-RP 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(b), 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 ESIP-RP and except to the
extent required to comply with applicable law, (i) any amendment or termination of the
ESIP-RP 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




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EXHIBIT 10.19




	 	 	 	Control shall not be an effective amendment or termination of the ESIP-RP during the
Benefit Protection Period; and (ii) the ESIP-RP shall not be amended at any time if
to do so would adversely affect the rights derived under the ESIP-RP 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)	 	ESIP Restoration 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 (i) the highest price 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 (ii) 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
deemed earnings shall be added to the unpaid portion of the total dollar amount of the
Participant’s Plan Benefit as if such amounts were invested in the Vanguard Prime Money
Market Fund. If for any reason such fund ceases to exist, earnings shall be determined
based upon the earnings rate associated with the successor to such fund.
	 
	 	(e)	 	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




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EXHIBIT 10.19




	 	 	 	date of the Change in Control or the date the Participant’s employment with the
Affiliated Group terminates.
	 
	 	(f)	 	Establishment of a Trust. Notwithstanding anything contained in the
ESIP-RP 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 ESIP-RP.
	 
	 	(g)	 	No Forfeitures. A Participant’s Plan Benefits 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 ESIP-RP 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 ESIP-RP 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 ESIP-RP 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




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EXHIBIT 10.19




	 	 	 	hereto at any time of breach by the other party hereto of, or compliance
with, any condition or provision of this ESIP-RP 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 ESIP-RP shall have the same meaning as
in the ESIP.




	 	(a)	 	“Account” or “Accounts” means as to any Participant the
separate account maintained in order to reflect his or her interest in the ESIP-RP.
	 
	 	(b)	 	“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).
	 
	 	(c)	 	“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.
	 
	 	(d)	 	“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.
	 
	 	(e)	 	“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.
	 
	 	(f)	 	“ChevronTexaco Stock” means the common stock of the Corporation.




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EXHIBIT 10.19




	 	(g)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(h)	 	“Committee” means the Management Compensation Committee of the Board of
Directors of the Corporation.
	 
	 	(i)	 	“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.
	 
	 	(j)	 	“Corporation” means ChevronTexaco Corporation, a Delaware corporation.
	 
	 	(k)	 	“Deferred Compensation Plan” means the ChevronTexaco Corporation
Deferred Compensation Plan for Management Employees.
	 
	 	(l)	 	“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;




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EXHIBIT 10.19




	 	(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.






	 	(m)	 	“ERISA” means the federal Employee Retirement Income Security Act of
1974, as amended.
	 
	 	(n)	 	“Excess Plan” means the Chevron Corporation Excess Benefit Plan as
originally established effective January 1, 1976, amended thereafter from time to time,
and last amended and restated effective April 1, 2002, at which time it was renamed the
ChevronTexaco Corporation Excess Benefit Plan.
	 
	 	(o)	 	“ESIP” means the ChevronTexaco Corporation Employee Savings Investment
Plan.
	 
	 	(p)	 	“ESIP-RP” means the ChevronTexaco Corporation ESIP Restoration Plan.
	 
	 	(q)	 	“ESIP Restoration Benefit” means the benefit described in Section 3.
	 
	 	(r)	 	“ESIP Restoration Benefit Account” means the account described in
Section 3.
	 
	 	(s)	 	“Participant” means a person who is eligible to participate in the
ESIP-RP as provided in Section 2.
	 
	 	(t)	 	“Plan Benefit” means the benefit described in Section 3.
	 
	 	(u)	 	“Plan Year” means the calendar year.




A-18









 






EXHIBIT 10.19




	 	(v)	 	“Quarter” means a calendar quarter.
	 
	 	(w)	 	“Stock Units” means the ChevronTexaco stock equivalents credited to a
Participant’s Account in accordance with Section 3.
	 
	 	(x)	 	“Successors and Assigns” means a corporation or other entity acquiring
all or substantially all the assets and business of the Corporation (including the
ESIP-RP) whether by operation of law or otherwise.





SECTION 9. EFFECTIVE DATE.




     This amended and restated ESIP-RP is effective as of July 1, 2002. The provisions set forth
herein reflect those ESIP-RP provisions in effect as of July 1, 2002 and are not intended to amend
or materially modify the provisions of the ESIP-RP on or after October 3, 2004.




A-19