Exhibit 10.19

                                   AMENDMENTS

     WHEREAS, Premcor Inc. previously established the Premcor Senior Executive
Retirement Plan ("Plan") and the Premcor Pension Restoration Plan ("Restoration
Plan"); and

     WHEREAS, the Company reserved the right to amend the Plan and the
Restoration Plan; and

     WHEREAS, all Participants in the Plan have agreed in writing to the
following amendments to the Plan effective as of June 30, 2002;

     NOW, THEREFORE, the Plan is amended to freeze the accrual of all benefits
effective as of June 30, 2002, as follows:

         .   Accrued Earnings earned on or after July 1, 2002 shall be
             disregarded for purposes of the Plan.

         .   Service earned on or after July 1, 2002 shall be taken into account
             only for purposes of Section 2.1.

         .   The only death benefit payable under Section 5.1 shall be a benefit
             which is actuarially equivalent to the benefit the Participant
             would have received if he had retired on the date of his death with
             a fully vested benefit.

         .   The only death benefit payable under Section 5.2 shall be an annual
             benefit equal to 50% of the Participant's normal form of benefit
             (as described in the first sentence of 4.1) upon Retirement for the
             lifetime of the Surviving Spouse; provided that, if a Participant
             received the actuarial equivalent of this benefit upon Retirement
             in the form of a lump sum payment in accordance with a valid
             election as described in Section 4.1, no benefit shall be paid to
             the Surviving Spouse pursuant to Section 5.2.

         .   No benefits shall be payable under Sections 6 or 7.

         .   Section 3.5 shall be replaced with the following:

               "Any benefit payable under this Section 3 shall be offset by an
               amount actuarially equivalent to the benefit, if any, payable to
               the Participant upon his termination of employment under both the
               Premcor Inc. Pension Plan and the Premcor Pension Restoration
               Plan, regardless of whether payment of benefits under such plans
               commence upon his termination of employment. Actuarial equivalent
               shall be determined in accordance with Section 4.2."

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          FURTHER, effective June 30, 2002, the Restoration Plan is amended by
deleting Section 4.D.

          IN WITNESS WHEREOF, Premcor Inc. has caused these Amendments to be
executed this 28th day of February, 2003.

                                                PREMCOR INC.



                                                By: /s/ James R. Voss
                                                    -----------------
                                                Name: James R. Voss
                                                Title: Senior Vice President

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