exv10w7






Exhibit 10.7




CHEVRON CORPORATION

ESIP RESTORATION PLAN




(Amended and Restated as of January 1, 2009)




E-99









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	SECTION I. INTRODUCTION	 	 	E-103	 
	 


	SECTION II. DEFINITIONS	 	 	E-104	 
	 


	(a)
	 	“Account” or “Accounts”	 	 	E-104	 
	(b)
	 	“Beneficiary”	 	 	E-104	 
	(c)
	 	“Benefit Protection Period”	 	 	E-104	 
	(d)
	 	“Benefit Protection Period Commencement Date”	 	 	E-104	 
	(e)
	 	“Business in Competition”	 	 	E-104	 
	(f)
	 	“Change in Control”	 	 	E-104	 
	(g)
	 	“Chevron Stock”	 	 	E-104	 
	(h)
	 	“Code”	 	 	E-104	 
	(i)
	 	“Committee”	 	 	E-104	 
	(j)
	 	“Composite Transaction Report”	 	 	E-105	 
	(k)
	 	“Corporation”	 	 	E-105	 
	(l)
	 	“Corporation Confidential Information”	 	 	E-105	 
	(m)
	 	“Deferred Compensation Plan”	 	 	E-105	 
	(n)
	 	“DCP”	 	 	E-105	 
	(o)
	 	“DCP Salary Deferral”	 	 	E-105	 
	(p)
	 	“Document”	 	 	E-106	 
	(q)
	 	“Employee”	 	 	E-106	 
	(r)
	 	“ERISA”	 	 	E-106	 
	(s)
	 	“ESIP”	 	 	E-106	 
	(t)
	 	“ESIP RP Regular Earnings”	 	 	E-106	 
	(u)
	 	“ESIP RP”	 	 	E-106	 
	(v)
	 	“ESIP Restoration Benefit”	 	 	E-106	 
	(w)
	 	“Excess Plan”	 	 	E-106	 
	(x)
	 	“Grandfathered Amount”	 	 	E-107	 
	(y)
	 	“Misconduct”	 	 	E-107	 
	(z)
	 	“Participant”	 	 	E-108	 






E-100









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 	     	 
	 	 	 	 	 	Page	 
	(aa)
	 	“Payroll”	 	 	E-108	 
	(bb)
	 	“Plan Benefit”	 	 	E-108	 
	(cc)
	 	“Plan Year”	 	 	E-108	 
	(dd)
	 	“Quarter”	 	 	E-108	 
	(ee)
	 	“Section 401(a)(17) Limitation”	 	 	E-108	 
	(ff)
	 	“Separation from Service”	 	 	E-108	 
	(gg)
	 	“Stock Units”	 	 	E-109	 
	(hh)
	 	“Subsidiary”	 	 	E-109	 
	(ii)
	 	“Successors and Assigns”	 	 	E-109	 
	(jj)
	 	“Unforeseeable Emergency”	 	 	E-109	 
	 


	SECTION III. ELIGIBILITY AND PARTICIPATION	 	 	E-110	 
	 


	SECTION IV. PLAN BENEFITS	 	 	E-110	 
	 


	(a)
	 	Allocation of Stock Units	 	 	E-110	 
	(b)
	 	Earnings	 	 	E-111	 
	 


	SECTION V. DISTRIBUTION OF PLAN BENEFITS	 	 	E-111	 
	 


	(a)
	 	Default Distribution Form	 	 	E-111	 
	(b)
	 	Distribution Election	 	 	E-111	 
	(c)
	 	Valuation of Stock Units/Determination of Installment Payments	 	 	E-111	 
	(d)
	 	Change of Distribution Form Election	 	 	E-112	 
	(e)
	 	Acceleration of Payments	 	 	E-112	 
	(f)
	 	Unforeseeable Emergency	 	 	E-112	 
	(g)
	 	Cashout Limit	 	 	E-113	 
	 


	SECTION VI. DEATH BENEFITS	 	 	E-113	 
	 


	(a)
	 	Beneficiary Designation	 	 	E-113	 
	(b)
	 	Time and Form of Death Benefit	 	 	E-113	 
	 


	SECTION VII. MISCELLANEOUS	 	 	E-113	 
	 


	(a)
	 	Forfeitures	 	 	E-113	 
	(b)
	 	Funding	 	 	E-113	 
	(c)
	 	Tax Withholding	 	 	E-113	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	 	    Page	 
	(d)
	 	No Employment Rights	 	 	E-114	 
	(e)
	 	No Assignment of Property Rights	 	 	E-114	 
	(f)
	 	Effect of Change in Capitalization on Participant’s Accounts	 	 	E-114	 
	(g)
	 	Administration	 	 	E-114	 
	(h)
	 	Amendment and Termination	 	 	E-114	 
	(i)
	 	Effect of Reemployment	 	 	E-115	 
	(j)
	 	Excess Plan/Top Hat Plan Status	 	 	E-115	 
	(k)
	 	Successors and Assigns	 	 	E-115	 
	(l)
	 	409A Compliance	 	 	E-115	 
	(m)
	 	Choice of Law	 	 	E-115	 
	 


	SECTION VIII. CHANGE IN CONTROL	 	 	E-116	 
	 


	(a)
	 	Restrictions on Amendments During Benefit Protection Period	 	 	E-116	 
	(b)
	 	Exception to Section VIII.(a)	 	 	E-116	 
	(c)
	 	Restrictions on Certain Actions Prior to or Following, a Change in Control	 	 	E-116	 
	(d)
	 	ESIP Restoration Benefit	 	 	E-117	 
	(e)  
	 	Distribution of Plan Benefits	 	 	E-117	 
	(f)
	 	Establishment of a Trust	 	 	E-117	 
	(g)
	 	No Forfeitures	 	 	E-117	 
	(h)
	 	Miscellaneous	 	 	E-117	 
	 


	SECTION IX. GRANDFATHERED PROVISIONS	 	 	E-118	 
	 


	SECTION X. EXECUTION	 	 	E-118	 
	 


	APPENDIX A — GRANDFATHERED PLAN PROVISIONS	 	 	 	 
	 


	APPENDIX B — DISTRIBUTION PROVISIONS for Separation from Service between January 1, 2005
and December 31, 2008	 	 	 	 






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CHEVRON CORPORATION

ESIP RESTORATION PLAN




(Amended and Restated as of January 1, 2009)




SECTION I. INTRODUCTION.




     (a) 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 January 1,
2006, the ESIP was named the ChevronTexaco Employee Savings Investment Plan). In addition, the
ESIP-RP also provided additional retirement benefits to those provided under the Unocal Savings
Plan (the “USP”), effective January 1, 2006 through the effective date of the USP’s merger with the
ESIP.



     (b) Effective July 1, 2006, the ESIP-RP was amended and restated to incorporate certain
ESIP-RP changes which occurred subsequent to July 1, 2002, and to rename 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 (together with the
Chevron Corporation Deferred Compensation Plan for Management Employees II, 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.



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



     (d) Effective 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.



     (e) In addition, the July 1, 2006 ESIP-RP restatement was 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.



E-103









 





     (f) Effective January 1, 2009, the ESIP-RP was amended and restated in order to comply with
the Internal Revenue Service’s final regulations under Section 409A. Because of certain changes to
the ESIP’s definition of Regular Earnings effective on or after January 1, 2008, the ESIP-RP was
also amended to continue to include salary deferrals under the Deferred Compensation Plan and
exclude awards under the Chevron Incentive Plan (or successor plan) in the compensation used for
purposes of this ESIP-RP.



     (g) The main text of this ESIP-RP shall govern the Plan Benefit attributable to amounts
credited to a Participant’s Account (and earnings thereon) on or after January 1, 2005 except that
Appendix B shall govern the distribution of such Plan Benefit of a Participant who incurs a
Separation from Service between January 1, 2005 and December 31, 2008. Appendix A shall govern a
Participant’s Grandfathered Amount.



SECTION II. 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 VI.



     (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) “Business in Competition” means any person, organization or enterprise which is
engaged in or is about to be engaged in any line of business engaged in by the Corporation at such
time.



     (f) “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.



     (g) “Chevron Stock” means the common stock of the Corporation.



     (h) “Code” means the Internal Revenue Code of 1986, as amended.



     (i) “Committee” means the Management Compensation Committee of the Board of Directors
of the Corporation.



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     (j) “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.



     (k) “Corporation” means Chevron Corporation, a Delaware corporation, or any Successors
or Assigns. Where the context shall permit, “Corporation” shall include the Subsidiaries of Chevron
Corporation.



     (l) “Corporation Confidential Information” includes:



          (1) Information embodied in inventions, discoveries and improvements, whether patentable or
unpatentable, including trade secrets;




          (2) Geological and geophysical data and analyses thereof, well information, discoveries,
development initiatives, reserves, offshore bidding strategies, potential value of unleased
offshore acreage, exploration and other business strategies and investment plans, business methods,
current and planned technology, processes and practices relating to the existence of, exploration
for, or the development of oil, gas, or other potentially valuable raw material, product, mineral
or natural resource of any kind;




          (3) Confidential personnel or Human Resources data;




          (4) Customer lists, pricing, supplier lists, and Corporation processes;




          (5) Any other information having present or potential commercial value; and




          (6) Confidential information of any kind in possession of the Corporation, whether developed
for or by the Corporation (including information developed by the Participant), received from a
third party in confidence, or belonging to others and licensed or disclosed to the Corporation in
confidence for use in any aspect of its business and without regard to whether it is designated or
marked as such through use of such words as “classified,” “confidential” or “restricted”;




          Provided, however, that Corporation Confidential Information shall not include any information
that is or becomes generally known through no wrongful act or omission of the Participant.
However, information shall not fail to be Corporation Confidential Information solely because it is
embraced by more general information available on a non-confidential basis.




     (m) “Deferred Compensation Plan” means the Chevron Corporation Deferred Compensation
Plan for Management Employees or the Chevron Corporation Deferred Compensation Plan for Management
Employees II, whichever is applicable.



     (n) “DCP” means the Chevron Corporation Deferred Compensation Plan for Management
Employees II.



     (o) “DCP Salary Deferral” means a contribution of two percent (2%) or more of DCP
Regular Earnings (as defined in the Rules governing the amounts deferred under the DCP) above the
Section 401(a)(17) Limitation to the DCP.



E-105









 





     (p) “Document” means any devices, records, data, notes, reports, abstracts, proposals,
lists, correspondence (including e-mails), specifications, drawings, blueprints, sketches,
materials, equipment, reproductions of any kind made from or about such documents or information
contained therein, recordings, or similar items.



     (q) “Employee” means an individual who is paid on the U.S. dollar Payroll of the
Corporation, but shall not include an individual for any period in which he or she is:



          (1) Compensated for services by a person other than the Corporation and who, at any time and
for any reason, is deemed to be an Employee;




          (2) Not on the Payroll of the Corporation and who, at any time and for any reason, is deemed
to be an Employee;




          (3) 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 the Corporation;




          (4) If, during any period, the Corporation 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.




     (r) “ERISA” means the federal Employee Retirement Income Security Act of 1974, as
amended.



     (s) “ESIP” means the Chevron Corporation Employee Savings Investment Plan.



     (t) “ESIP-RP Regular Earnings” means “Regular Earnings” as defined in the ESIP:



          (1) Without regard to the Section 401(a)(17) Limitation;




          (2) Not including any awards under the Chevron Incentive Plan of Chevron Corporation (or any
successor plans); and




          (3) Including deferred amounts under a DCP Salary Deferral.




     (u) “ESIP-RP” means the Chevron Corporation ESIP Restoration Plan.



     (v) “ESIP Restoration Benefit” means the benefit described in Section IV.



     (w) “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.



E-106









 





     (x) “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).



     (y) “Misconduct” of a Participant means:



          (1) 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 the Participant:




               (A) Had knowledge of the material noncompliance or circumstances giving rise to such
noncompliance and willfully failed to take reasonable steps to bring it to the attention of
appropriate individuals within the Corporation; or



               (B) Knowingly engaged in practices which materially contributed to the circumstances that
enabled such material noncompliance to occur;



          (2) A Participant commits an act of embezzlement, fraud or theft with respect to the property
of the Corporation, materially violates the Corporation’s conflict of interest policy, or breaches
his or her fiduciary duty to the Corporation;




          (3) A Participant, while still employed by the Corporation:




               (A) Willfully misappropriates or discloses to any person, firm or corporation any Corporation
Confidential Information, unless the Participant is expressly authorized by the Corporation’s
management to disclose such Corporation Confidential Information, pursuant to a written
non-disclosure agreement that sufficiently protects it;



               (B) Directly or indirectly engages in, commences employment with, or materially renders
services, advice or assistance to any Business in Competition with the Corporation other than on
behalf of the Corporation;



               (C) Induces or attempts to induce, directly or indirectly, any of the Corporation’s customers,
employees, representatives or consultants to terminate, discontinue or cease working with or for
the Corporation, or to breach any contract with the Corporation, in order to work with or for, or
enter into a contract with, the Participant or any third party other than when such action is taken
on behalf of the Corporation;



          (4) A Participant willfully fails to promptly return all Documents and other tangible items
belonging to the Corporation that are in his or her possession or control upon termination of
employment, whether pursuant to retirement or otherwise;




          (5) A Participant willfully commits an act which, under applicable law, constitutes the
misappropriation of a Corporation trade secret or otherwise violates the law of unfair competition
with respect to the Corporation; including, but not limited to, unlawfully:




               (A) Using or disclosing Corporation Confidential Information; or



E-107









 





               (B) Soliciting (or contributing to the soliciting of) the Corporation’s customers, employees,
representatives, or consultants to:



                    (i) Terminate, discontinue or cease working with or for the Corporation; or



                    (ii) To breach any contract with the Corporation, in order to work with or for, or enter into
a contract with, the Participant or any third party;



          (6) A Participant willfully fails to inform any new employer of the Participant’s continuing
obligation to maintain the confidentiality of the trade secrets and other Corporation Confidential
Information obtained by the Participant during the term of his or her employment with the
Corporation;




     The Committee shall determine in its sole discretion whether the Participant has engaged in
any of the acts set forth in subsections (1) through (6) above, and its determination shall be
conclusive and binding on all interested persons.



     (z) “Participant” means a person who is eligible to participate in the ESIP-RP as
provided in Section III. Notwithstanding the foregoing, an individual who is paid on a non-U.S.
Payroll or on the Global Offshore Payroll is not an “Employee” for purposes of becoming a
Participant under Section III.(1) or a “Participant” for purposes of receiving an allocation under
Section IV.(a).



     (aa) “Payroll” means the system used by the Corporation to pay those individuals it
regards as Corporation employees for their services and to withhold employment taxes from the
compensation it pays to such employees. “Payroll” does not include any system the Corporation uses
to pay individuals whom it does not regard as Corporation employees and for whom it does not
actually withhold employment taxes (including, but not limited to, individuals it regards as
independent contractors) for their services.



     (bb) “Plan Benefit” means the benefit described in Section IV.


     (cc) “Plan Year” means the calendar year.



     (dd) “Quarter” means a calendar quarter.



     (ee) “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.



     (ff) “Separation from Service” means “separation from service” with the Corporation
within the meaning of section 409A of the Code



          (1) Whether such a termination of employment has occurred is determined based on whether the
facts and circumstances indicate that the Corporation and employee reasonably anticipated that no
further services will be performed after a certain date or that the level of bona fide services the
employee would perform after such date (whether as an employee or as an independent contractor)
would permanently decrease to less than fifty percent (50%) of the




E-108









 




average level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding thirty-six (36)-month period (or the full period of
services to the employer if the employee has been providing services to the employer less than
thirty-six (36) months).




          (2) Notwithstanding the foregoing, the employment relationship is treated as continuing
intact:




               (A) While the individual is on military leave, sick leave, or other bona fide leave of absence
if the period of such leave does not exceed six (6) months, or if longer, so long as the individual
retains a right to reemployment with the service recipient under an applicable statute or by
contract. Where a leave of absence is due to any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than six (6) months, where such impairment causes the employee to be unable to
perform the duties of his or her position of employment or any substantially similar position of
employment, a twenty-nine (29)-month period of absence is substituted for such six (6)-month
period.



               (B) Until the individual separates from service with the third-party, where the employee
terminates employment with the Corporation due to a bona fide sale of substantial assets to such
third-party and becomes employed by it in connection with such sale; provided that the Corporation
or the Committee so designates within its sole discretion no later than the closing date of the
sale.



     (gg) “Stock Units” means the Chevron stock equivalents credited to a Participant’s
Account in accordance with Section IV.



     (hh) “Subsidiary” means any corporation or entity with respect to which the
Corporation, one or more Subsidiaries, or the Corporation together with one or more Subsidiaries,
owns not less than eighty percent (80%) of the total combined voting power of all classes of stock
entitled to vote, or not less than eighty percent (80%) of the total value of all shares of all
classes of stock.



     (ii) “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; including any corporation or other entity effectuating a Change in
Control of the Corporation.



     (jj) “Unforeseeable Emergency”



          (1) Means a severe financial hardship to the Participant or his or her Beneficiary resulting
from:




               (A) An illness or accident of the Participant or Beneficiary, the Participant’s or
Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined in section 152(a)
of the Code);



E-109









 





               (B) Loss of the Participant’s or Beneficiary’s property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by insurance); or



               (C) Other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or Beneficiary.



          (2) Notwithstanding Section II.(jj) (1); a hardship shall not constitute an Unforeseeable
Emergency:




               (A) To the extent that it is, or may be, relieved by:



                    (i) Reimbursement or compensation, by insurance or otherwise;



                    (ii) Liquidation of the Participant’s or Beneficiary’s assets to the extent that the
liquidation of such assets would not itself cause severe financial hardship (such assets shall
include but not be limited to stock options, Common Stock, and Chevron Corporation Employee Savings
Investment Plan balances); or



                    (iii) Cessation of deferrals under the plan.



               (B) If (among other events), it consists of payment of college tuition or purchasing a home.



SECTION III. ELIGIBILITY AND PARTICIPATION.




     Participation in the ESIP-RP shall be limited to individuals who: on January 1, 2009, or
thereafter, meet the following requirements:



          (1) they




               (A) are Employees who are eligible to participate in the ESIP; and



               (B) make a DCP Salary Deferral; or



          (2) they have an undistributed accrued benefit under the ESIP-RP.




SECTION IV. PLAN BENEFITS.




     The Plan Benefit under the ESIP-RP consists 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 Account. In addition to the Stock Units credited to a Participant’s Account as of
December 31, 2008, Stock Units are credited to such Account as described below in Sections IV.(a)
and are credited with earnings in accordance with Section IV.(b) below.



     (a) Allocation of Stock Units. A Participant who makes a DCP Salary Deferral for the
calendar year shall receive an allocation of Stock Units equal to eight percent (8%) of that
portion of the Participant’s ESIP-RP Regular Earnings that are not included in “Regular
Earnings” under the ESIP.



E-110









 





     (b) Earnings. As of the payment date of a cash dividend paid with respect to shares
of Chevron Stock, each Participant’s 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 V. DISTRIBUTION OF PLAN BENEFITS.




     Plan Benefits shall be distributed in cash in accordance with this Section V. Distributions
shall only be made after a Participant incurs a Separation from Service.



     (a) Default Distribution Form. Unless the Participant has made a valid election to
the contrary or except as provided in Section VI.(b), the Participant’s Plan Benefit shall be
distributed in a lump sum in the first Quarter that is at least twelve (12) months after the date
the Participant incurs a Separation from Service.



     (b) Distribution Election. A Participant is permitted to make an initial election
regarding the timing and form of distribution of his or her Plan Benefit as follows:



          (1) Election Procedure. A Participant who is eligible to participate in the ESIP-RP
on his or her first hire date and who completes a valid salary deferral election under the DCP
within 30 days of such date may also elect his or her time and form of distribution under this
ESIP-RP on or before the date that is 30 days after his or her first hire date. Any other
Participant may elect his or her time and form of distribution no later than the later of December
31, 2006 and the last day of the calendar year in which the Participant first completes a valid
salary deferral election under the DCP, or such earlier date as specified by the Committee. Such
an election shall be made by filing the prescribed form with the Committee.




          (2) Time and Form of Distribution.




     A Participant may make a timely election to receive his or her Plan Benefit only in the
following forms and times:



               (A) In a lump sum payable 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; or



               (B) In ten (10) or fewer approximately equal annual installments, 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. Subsequent installments will
be paid each January.



     (c) Valuation of Stock Units/Determination of Installment Payments. The amount of the
cash payment pursuant to Section V.(a) or (b) attributable to any Account to which Stock



E-111









 




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 Chevron 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 V.(a) or (b)) may be changed in accordance with the requirements of
this Section V.(d) and such additional procedures as may be prescribed by the Committee in its sole
discretion, subject to the following requirements:



          (1) Such an election shall only be valid if it is made at least twelve (12) months prior to
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. The new election can be a
lump sum payment or ten or fewer installments payable or commencing in the first Quarter or the
first January that is five or more whole years after the date the original payment(s) were
scheduled to commence. All installment payments shall be made in cash and, after the first such
installment, shall be paid in January; and




          (2) 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. Installment payments shall be considered to
be one payment.




     (e) Acceleration of Payments. Except with respect to an Unforeseeable Emergency; a
Participant may not elect to accelerate an irrevocable distribution of any portion of his or her
Plan Benefit prior to the date it would otherwise be distributed; provided that an election change
permitted under Section V.(d) shall not be considered to be an accelerated distribution solely
because such change results in a change to the time and/or form of distribution.



     (f) Unforeseeable Emergency.



          (1) A Participant may request distribution of such portion of his or her Account to the extent
reasonably necessary to satisfy an Unforeseeable Emergency (which may include amounts necessary to
pay any Federal, state, local, or foreign income taxes or penalties reasonably anticipated to
result from the distribution).




          (2) Determinations of amounts reasonably necessary to satisfy the Unforeseeable Emergency will
take into account any additional compensation that is available to the Participant to satisfy the
Unforeseeable Emergency with the exception of benefits:




               (A) Under a pension plan qualified under section 401(a) of the Code (including any amount
available as a plan loan); or



               (B) Available due to the Unforeseeable Emergency under another nonqualified deferred
compensation plan within the meaning of section 409A of the Code (or would be such a nonqualified
deferred compensation plan if it was not grandfathered under the effective date provisions of
section 409A of the Code).



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          (3) Notwithstanding Section V.(c), the date the Committee approves the request for such an
Unforeseeable Emergency distribution shall be used for purposes of determining the number of Stock
Units credited to a Participant’s Account, as well as the valuation of these Stock Units; provided,
however, that any earnings credited under Section IV.(b) during the Quarter in which the Committee
approves the request shall be deemed to be credited as of such date if necessary to satisfy the
Unforeseeable Emergency.




     (g) Cashout Limit. Notwithstanding any other provision of this Section V., if a
Participant’s Plan Benefit upon Separation from Service is less than $50,000 (not including the
Participant’s Grandfathered Amount) as of the first business day of the first Quarter that is at
least 12 months following the date the Participant incurs a Separation from Service, then such Plan
Benefit shall be distributed in a lump sum during such Quarter.



SECTION VI. DEATH BENEFITS.




     (a) Beneficiary Designation. 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
that is undistributed at the time of 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.



     (b) Time and Form of Death Benefit. If a Participant who has made a valid election as
to the form and time of the payment of his or her Account 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 V.(f). 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 on the date that is six months following the date of the Participant’s
death.



SECTION VII. MISCELLANEOUS.




     (a) Forfeitures. Plan Benefits shall be fully vested at all times; provided, however,
that, if a Participant engages in Misconduct the Committee (or its delegate) may determine that any
balance in the Participant’s Account attributable to allocations to the ESIP-RP on or after June
29, 2005 and the date of the Participant’s Misconduct shall be forfeited.



     (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 with



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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 Corporation; 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 the Corporation nor affect the right of the
Corporation 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 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 VII.(e) shall be void. Notwithstanding the foregoing, the creation,
assignment or recognition of a right to all or any portion of a Participant’s Plan Benefit
hereunder pursuant to a domestic relations order (as defined in section 414(p)(1)(B) of the Code)
that is valid under applicable state law and not preempted by ERISA shall not constitute a
violation of this Section VII.(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.



     (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. Subject to the
requirements of applicable law, the Committee may designate other persons to carry out its
responsibilities and may prescribe such conditions and limitations as it may deem appropriate in
its sole discretion.



     (h) Amendment and Termination. The Corporation expects to continue the ESIP-RP
indefinitely. Future conditions, however, cannot be foreseen. Subject to Section VIII., 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 IV.(b).



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     (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. The Plan Benefit of a reemployed Participant that is
attributable to such additional service shall be allocated to a new Account. When the reemployed
Participant subsequently incurs a Separation from Service, such new Account will be distributed in
accordance with Section V. of this ESIP-RP without regard to any election made with respect to, or
distribution schedule applicable to, amounts attributable to the Participant’s previous employment.
For this purpose, a distribution election only with respect to the Plan Benefit attributable to the
additional service that is made by the Participant no later than the last day of the calendar year
immediately preceding the first calendar year in which such Plan Benefit accrues or such earlier
date as specified by the Committee shall be treated as the initial distribution election under
Section V.(b) with respect to such Plan Benefit. A Participant who has incurred a Separation from
Service without terminating his or her employment relationship with the Company shall be considered
to be reemployed for purposes of this Section VII.(i) when the Participant begins to actually
perform services for the Company, and any amounts allocated with respect to the Participant prior
to such time shall be attributable to his or her previous employment.



     (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 Plan Benefit, but only to the extent of the amount required to be included in income
as a result of such failure.



     (m) Choice of Law. The ESIP-RP shall be administered, construed and governed in
accordance with ERISA, the Code, and, to the extent not preempted by ERISA, by the laws of the
State of California, but without regard to its conflict of law rules. Notwithstanding the
foregoing, domestic relations orders and the Section II.(y) definition of Misconduct shall be
subject to the jurisdiction’s law that would otherwise be applicable, but without regard to that
particular jurisdiction’s conflict of laws rules.



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SECTION VIII. CHANGE IN CONTROL.




     Notwithstanding any other provisions of the ESIP-RP to the contrary, the provisions of this
Section VIII. shall apply during the Benefit Protection Period.



     (a) Restrictions on Amendments During Benefit Protection Period. Notwithstanding
Section VII.(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:



          (1) 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;




          (2) 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;




          (3) 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;




          (4) Amend Sections II (c), II (d), II (f), II (ii), VII.(k), or VIII. of the ESIP-RP; or




          (5) Terminate the ESIP-RP.




     (b) Exception to Section VIII.(a). Section VIII.(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 VIII., 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 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



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Section VIII. 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 VIII.(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.



     (e) Distribution of Plan Benefits. A Change in Control shall not affect the time
and form of distributions under the Plan.



     (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. During the Benefit Protection Period, a Participant’s ESIP-RP
Benefit shall not be subject to forfeiture under any circumstances.



     (h) Miscellaneous.



          (1) 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.




          (2) 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.




          (3) 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.




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SECTION IX. GRANDFATHERED PROVISIONS.



Notwithstanding any provision of the main text of the ESIP-RP, any provision in an Appendix shall
supersede any contrary provision herein unless the Appendix specifically states to the contrary.




SECTION X. EXECUTION.



     Approved by the Board at a meeting held on December 10, 2008 and effective January 1, 2009 and executed pursuant to the Board’s delegation.





	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Robert J. Eaton	 	 	 	Date	 	December 10, 2008
	 

	 	 
	 	 	 	 	 	 











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APPENDIX A




to the




CHEVRON CORPORATION ESIP RESTORATION PLAN




(As Amended and Restated as of January 1, 2009)



This Appendix A applies to a Participant’s Grandfathered Amount.



Section I. Applicable Provisions. The provisions of the ESIP-RP which were in effect on
July 1, 2002 [the “July 1, 2002 ESIP-RP”, a copy of which is Appendix A to the Chevron Corporation
ESIP Restoration Plan (as Amended and Restated as of July 1, 2006)], as modified by this Appendix
A, shall govern a Participant’s Grandfathered Amount.



Section II. Distribution Form Elections. The phrase “No later than 30 days after the date
the Employee ceases to be an Employee” in Section 4(b)(i) of the July 1, 2002 ESIP-RP is hereby
replaced with “On or prior to the last day of the Quarter in which the Participant incurs a
Separation from Service”.



Section III. Valuation of Stock Units/Determination of Installment Payments. The amount
of the cash payment 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 Chevron
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.




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APPENDIX B




to the




CHEVRON CORPORATION ESIP RESTORATION PLAN




(As Amended and Restated as of January 1, 2009)



This Appendix B applies to a Participant who incurred a Separation from Service between January 1,
2005 and December 31, 2008 and has an undistributed accrued benefit under the ESIP-RP on January 1,
2009.



Section I. Form of Distribution. The Plan Benefit of a Participant who incurred a
Separation from Service between January 1, 2005 and December 31, 2008 shall be paid in accordance
with





	 	(i)	 	the Participant’s election in effect on December 31, 2008 or, if no election
was in effect on December 31, 2008, the default distribution form specified in Section
4(a) of the Chevron Corporation ESIP Restoration Plan (Amended and Restated as of July
1, 2006) (the “2006 Plan”), and
	 
	 	(ii)	 	Section 4(e) of the 2006 Plan, if applicable.




Section II. Changes to Time and Form of Distribution. The time and form of distribution
may be changed only as permitted under the provisions of the main text of the ESIP-RP; except that
the reference to “ten (10) or fewer approximately equal annual installments” shall be replaced with
“fifteen (15) or fewer approximately equal installments” for a Participant who incurred a
Separation from Service between January 1, 2005 and December 31, 2005.





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