DEFERRED COMPENSATION PLAN
FOR MANAGEMENT EMPLOYEES
(As Amended and Restated Effective April 1, 2002)
(Formerly the "Salary Deferral Plan for Management Employees")
1. ESTABLISHMENT AND PURPOSE.
The ChevronTexaco Corporation Deferred Compensation Plan for Management Employees (the "Plan")
(formerly the Salary Deferral Plan for Management Employees) is amended and restated effective April 1, 2002.
The Plan is designed to enhance the ability of ChevronTexaco Corporation (the "Corporation") and its
Subsidiaries to attract, motivate and retain executive and other key employees. This Plan 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. Section 2520.104-23(d).
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 described in Section 5.
(b) "Beneficiary" means the person designated as such by the Participant pursuant to Section 7(b).
(c) "Board" means the Board of Directors of the Corporation.
(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) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Committee appointed by the Board to administer the Plan as provided in Section 3.
(g) "Corporation" means ChevronTexaco Corporation, a Delaware corporation, or any successor corporation.
(h) "Eligible Employee" means an executive or other key employee (including an officer, whether or not a
director) of the Corporation or a Subsidiary who holds a position of significant responsibility or whose
performance or potential contribution, in the judgment of the Committee, would benefit the future success o