DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2001)
1. ESTABLISHMENT AND PURPOSE.
The Chevron Corporation Deferred Compensation Plan for Directors was adopted on May 26, 1982, to provide
Directors an opportunity to defer payment of their Director's Fees. The Plan is also intended to establish a
method of paying Director's Fees which will assist the Corporation in attracting and retaining persons of
outstanding achievement and ability as members of the Board. The Plan was amended and restated to read as set
forth herein effective January 1, 2001.
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 deferred pursuant to a deferral election under Section 5.
(b) "Beneficiary" means the person designated as such by the Participant pursuant to Section 10(a).
(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) "Corporation" means Chevron Corporation, a Delaware corporation, or any successor corporation.
(g) "Director" means a member of the Board who is not an employee of the Corporation or any subsidiary
(h) "Director's Fees" means the amount of compensation paid by the Corporation to a Director for his or her
services as a Director, including an annual retainer and any amount payable for attendance at a meeting of the
Board or any committee thereof. "Director's Fees" shall not include any reimbursement by the Corporation of
expenses incurred by a Director incidental to attendance at a meeting of the Board or a committee thereof or of
any other expense incurred on behalf of the Corporation.