THE 1997 STOCK INCENTIVE PLAN
SECTION 1 - PURPOSE OF THE PLAN
1.1 The 1997 Stock Incentive Plan (the "Plan") is intended to advance the interests of Texaco Inc. (the
"Company") and its stockholders by motivating officers and other key employees of the Company and its
subsidiaries and affiliates to direct their efforts to those activities which will contribute materially to the Company's
success. The Plan also includes a feature which supports the requirement that directors of the Company receive a
portion of their fees and retainers in the form of Company stock or stock equivalents. The Plan is intended to
serve the best interests of the stockholders by linking employees who have substantial responsibility for the
operation, administration and management of the Company with the enhancement of stockholder values while
allowing directors and employees to increase their proprietary interest in the Company. Finally, the Plan will
enable the Company to attract and retain in its employ highly qualified persons for the successful conduct of its
SECTION 2 - PARTICIPANTS
2.1 The participants in the Plan with respect to any award shall be those officers and key employees of the
Company and its subsidiaries and affiliates, and those former officers and key employees of the Company and its
subsidiaries and affiliates who retired during the twelve months immediately preceding the date of such award,
who are selected by the Compensation Committee of the Company's Board of Directors ("Compensation
Committee"). With respect to the provisions of the Plan concerning payments to directors, only non-employee
members of the Board of Directors shall participate.
2.2 Those selected to participate in the Plan shall be referred to hereinafter as "Participants."
SECTION 3 - ADMINISTRATION OF THE PLAN
3.1 The Plan shall be administered and interpreted by the Compensation Committee, whose determination on all
matters shall be final.
3.2 As part of the Plan administration the Compensat