Termination Agreement with Charles A. James – Chevron

December 9, 2009 PERSONAL & CONFIDENTIAL Mr. Charles A.
James [address] Dear Mr. James, This letter sets forth terms and conditions upon
which you and the Company have agreed to in conjunction with your voluntary
termination on May 2, 2010 and your provision of consulting and transition
services thereafter. You agree that, as a result of such termination, you are
not entitled to any of the payments or benefits under your employment agreement
with the Company dated October 3, 2002 (the “Employment Agreement”), except
those payments described in Section 5A. thereof. Payments received under this
Agreement shall not be deemed a continuation of active employment and therefore
shall not be a part of your compensation for purposes of the determination of,
or eligibility for, benefits under any employee benefit, severance or redundancy
program. Compensation provided by this Agreement shall be subject to normal
statutory income tax provisions in the jurisdiction of your residence and no
Company gross-up or compensation for income tax due will be provided to you. You
shall be required to satisfy any personal tax liabilities. The Company will
withhold taxes only to the extent it deems the withholding to be statutorily
required. If you remain employed by the Company through May 2, 2010 or are
terminated by the Company (other than for Misconduct, or by reason of death or
Disability) prior to such time, you will be paid $1,500,000 within 10 business
after the earlier of May 2, 2010 or such termination, provided you execute a
general release of claims in a form satisfactory to the Company. This payment is
on account of the restricted stock units awarded to you on March 25, 2009. For
this purpose, “Misconduct” shall have the meaning set forth in the Chevron
Corporation Long-Term Incentive Plan, as amended from time to time and
“Disability” shall have the meaning set forth in the Company153s long-term
disability plan. In consideration for services to be provided after May 2, 2010,
you will be compensated as follows:

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Mr. Charles A. James
December 9, 2009
Page 2

Except as otherwise provided in the Agreement, or under the terms of any
incentive compensation, executive or employee benefit plan, policy or
arrangement applicable to you at the time of your voluntary resignation of
employment, you shall have no right to receive any compensation, or to
participate in any other plan, arrangement or policy, with respect to future
periods after your voluntary resignation. You agree to comply with all of the
covenants contained in the Employment Agreement that run in favor of the Company
including, without limitation, those set forth in Section 6 thereof and agree
that this is a voluntary termination within the meaning of Section 4C. thereof.
When signed by you and the Company in the spaces indicated below, this letter
shall become a legally binding agreement between you and the Company. Sincerely,

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