Exhibit 10.2

                             FIRST AMENDMENT TO THE
                              PREMCOR PENSION PLAN

     WHEREAS, Premcor Inc. ("Company") previously established the Premcor
Pension Plan ("Plan"); and

     WHEREAS, the Company reserved the right to amend the Plan in Section 12
thereof; and

     WHEREAS, the Company desires to amend the Plan to reflect that Polymer
Asphalt, L.L.C., a non-controlled group member affiliate of the Company, was a
participating employer in the Plan from January 2, 1995 to October 31, 2002;

     NOW, THEREFORE, the Plan is amended by adding Appendix A to read as
follows:

                                   APPENDIX A

     Notwithstanding the provisions of the Plan to the contrary, the provisions
of this Appendix A shall apply from January 2, 1995 to October 31, 2002.

     1. Employer shall also include Polymer Asphalt, L.L.C.

     2. For purposes of determining an Employee's service for purposes of
eligibility, vesting and entitlement to a distribution due to separation from
service, all periods of service with Polymer Asphalt, L.L.C. and all other
entities required to be aggregated with Polymer Asphalt, L.L.C. under Sections
414(b), (c), (m), or (o) of the Code (collectively, the "Polymer Group") shall
count as service with the Controlled Group.

     3. The limitation on a Participant's Compensation under Code Section
401(a)(17) shall apply separately to Compensation received by a Participant from
the Controlled Group and the Polymer Group.

     4. The provisions of the Plan relating to the nondiscrimination testing
under Code Sections 401(k) and 401(m), the limitation on benefits under Code
Section 415 (taking into account the modification to the term "Controlled Group"
made by Code Section 415(h)) and the top heavy provisions under Code Section 416
shall apply separately to the Controlled Group and the Polymer Group.

     5. The Controlled Group and the Polymer Group will contribute differing
amounts to the Plan based on the Participants employed by members of each
separate controlled group, and forfeitures shall reduce contributions only with
respect to the Employer who employed the Participant on the last day of
employment prior to such forfeiture.



     IN WITNESS WHEREOF, the Company has caused this amendment to be executed by
a duly authorized officer this 29th day of August, 2002.

                                       PREMCOR INC.

                                       By:      /s/ James R. Voss
                                           -------------------------------------
                                       Title: Senior Vice President and
                                              Chief Administrative Officer

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