CERTIFICATE OF INCORPORATION
ChevronTexaco Corporation, a corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:
1. The Corporation was originally incorporated under the name Standard Oil Company of California. The date of
filing of its original Certificate of Incorporation with the Secretary of State was January 27, 1926.
2. This Restated Certificate of Incorporation of the Corporation was duly adopted by the Board of Directors of
the Corporation in accordance with the provisions of Section 245 of the General Corporation Law of the State of
Delaware. This Restated Certificate of Incorporation of the Corporation only restates and integrates and does not
further amend the provisions of the Corporation's Restated Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
3. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby
restated to read as herein set forth in full:
The name of the corporation is ChevronTexaco Corporation.
The corporation's registered office is located at 2711 Centerville Road, Suite 400, Wilmington, New Castle
County, Delaware, 19808. The name of the corporation's registered agent at such address is The Prentice-Hall
Corporation System, Inc.
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
1. The total of shares of all classes of stock which the Corporation shall have authority to issue is four billion one
hundred million (4,100,000,000), of which one hundred million (100,000,000) shares shall be Preferred Stock of
the par value of one dollar ($1.00) per share,
and four billion (4,000,000,000) shares s