CHEVRON CORPORATION DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES II (Amended and Restated Effective January 1, 2009)

Exhibit 10.5

CHEVRON CORPORATION DEFERRED COMPENSATION PLAN

FOR MANAGEMENT EMPLOYEES II

(Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS

CHEVRON CORPORATION DEFERRED COMPENSATION PLAN

FOR MANAGEMENT EMPLOYEES II

(Amended and Restated Effective January 1, 2009)

SECTION I. ESTABLISHMENT AND PURPOSE.

     (a) The Chevron Corporation Deferred Compensation Plan for Management Employees II (“Plan”) is effective January 1, 2005 and is the successor plan to the Corporation’s Deferred Compensation Plan for Management Employees (formerly the Salary Deferral Plan for Management Employees) (the “Prior Plan”). Effective December 31, 2004, the Prior Plan was frozen and no new contributions shall be made to it; provided, however, that any deferrals of compensation under the Prior Plan that were earned and vested prior to January 1, 2005 shall continue to be governed by the terms and conditions of the Prior Plan as in effect on December 31, 2004 or on the date of any later amendment, provided that such amendment is not a material modification of the Prior Plan under Section 409A of the Code and the regulations promulgated thereunder. However, any deferrals of compensation that had been made under the Prior Plan that were not earned and vested prior to December 31, 2004 shall be deemed to have been made under this Plan instead and all such deferrals are governed by its terms and conditions as they may be amended from time to time.

     (b) The Plan is designed to enhance the ability of the Corporation and its Subsidiaries to attract, motivate, and retain executive and other key employees. It is intended to qualify as an unfunded ERISA pension plan maintained by an employer for a select group of management or highly compensated employees, as described in 26 C.F.R. § 2520.104-23(d) and to comply with the requirements of Section 409A of the Code.

     (c) This Restatement shall apply to all Plan deferrals and distributions made after December 31, 2008.

SECTION II. DEFINITIONS.

     For purposes of the Plan, the following terms shall have the meanings set forth below:

     (a) “ Account ” means the bookkeeping account maintained on behalf of a Participant to which shall be credited any amount deferred under the Plan along with bookkeeping earnings, gains, and losses on such deferrals.

     (b) “ Board ” means the Board of Directors of the Corporation.

     (c) “ 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.

     (d) “ Change in Control ” means a ‘change in control’ as that term is defined in Article VI. of the bylaws of the Corporation, as such bylaws may be amended from time to time.

     (e) “ Chevron Incentive Plan ” means the Chevron Incentive Plan, as amended from time to time. The Chevron Incentive Plan was formally known as the Management Incentive Plan for Chevron Corporation.

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

     (g) “ Commission ” means the federal Securities and Exchange Commission.

     (h) “ Committee ” means the committee of the Board that it appoints to administer the Plan. In the absence of specific action by the Board, the Board shall be deemed to have appointed the Board’s Management Compensation Committee.

     (i) “ Common Stock ” means the $0.75 par value common stock of the Corporation or any security of the Corporation identified by the Committee as having been issued in substitution, exchange or lieu thereof.

     (j) “ 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.

     (k) “ 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.

     (l) “ Covered Employee ” means a covered employee of the Corporation as defined in Section 162(m) of the Code.

     (m) “ Director ” means a member of the Board.

     (n) “ 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.

     (o) “ Eligible Employee ” means a salaried executive or other key Corporation employee on its Payroll who holds a position of significant responsibility or whose performance or potential contribution, which in the judgment of the Committee, would benefit the future success of the Corporation and who is designated by the Committee as eligible to participate in the Plan. Eligible Employee includes an officer of the Corporation, without regard to whether he or she is also member of the Board. Notwithstanding the foregoing, an employee on a non-U.S. Payroll or on the Global Mobile Payroll is not an “Eligible Employee”.

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

     (q) “ Exchange Act ” means the Securities Exchange Act of 1934, 15 U.S.C. Section 78a, et seq., as amended from time to time.

     (r) “ Independent Director ” means a member of the Board that is independent of the Corporation within the meaning of the rules of the New York Stock Exchange.

     (s) “ Long-Term Incentive Plan ” means the Long-Term Incentive Plan of Chevron Corporation, as amended from time to time.

     (t) “ 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

               (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