SUPPLEMENTAL BONUS RETIREMENT PLAN
OF TEXACO INC.
The Supplemental Bonus Retirement Plan of Texaco Inc. ("Supplement 3") was adopted effective May 1, 1981
(formerly known as the Supplemental Pension Benefit Plan) by Resolution of the Board of Directors dated
October 23, 1980. Supplement 3 is established and maintained by Texaco Inc. (the "Company") for the purpose
of providing benefits for certain management or highly compensated employees of Texaco Inc., its subsidiaries
and affiliates (the "Affiliated Group") who participate or who have participated in a Pension Plan and a Bonus
Plan sponsored by a member of the Affiliated Group.
The terms and provisions of Supplement 3 are set forth below:
ARTICLE I - DEFINITIONS
Wherever used herein the following terms shall have the meanings hereinafter set forth:
1.1 "Affiliated Group" means Texaco Inc. and its subsidiaries and affiliates, as designated by the Plan
Administrator to participate in Supplement 3. Subsidiary shall mean any company or business entity in which
more than 50% of the voting stock, capital interest or profit-share is directly or indirectly owned or controlled by
the Company. Affiliated Company shall mean any company or business entity in which at least 10% but no more
than 50% of the voting stock, capital interest, or profit-share is owned directly or indirectly by the Company.
1.2 "Board" means the Board of Directors of Texaco Inc. or such Committee or individual as designated by the
1.3 "Bonus Plan" means the Texaco Incentive Bonus Plan (excluding the stipend portion of such plan) or other
similar arrangement sponsored by any member of the Affiliated Group and approved for inclusion under this
Supplement 3 by the Company.
1.4 "Code" means Internal Revenue Code of 1986 as amended from time to time and any Treasury Regulations
or pronouncements relating thereto.
1.5 "Company" means Texaco Inc., a Delaware corporation or any successor corporation or other entity
resulting from a merger or co