Restricted Stock Unit Award Agreement – Chevron

RESTRICTED STOCK UNIT GRANT AGREEMENT
Effective <DATE>

The Management Compensation Committee (the “Committee”) has selected you to
receive a special Restricted Stock Unit award under the Chevron Corporation
Long-Term Incentive Plan (the “Plan”). Capitalized terms not defined
in this Agreement shall have the same meaning as the defined terms in the
Chevron Corporation Long-Term Incentive Plan, as amended from time to
time. This award is governed by the Plan and is subject to the
following special terms: 1. You have been awarded xx,xxx Restricted Stock
Units on <DATE>. The restrictions on the Restricted Stock Units shall
lapse and 100% of the Units shall vest on the < > anniversary of the grant
date, <DATE>. At vesting, the Restricted Stock Units will be taxable as
ordinary income and paid in shares. 2. No certificate for shares of stock
shall be issued at the time the grant is made and you shall have no right to or
interest in shares of stock of the Corporation as the result of this grant
agreement. 3. In order to receive full payment of this award you must
remain in the employ of the Corporation through <DATE> (the “Full Vesting
Date”). The vesting provisions of this paragraph 3 will apply to this Restricted
Stock Unit agreement only, and will supersede the vesting provisions of the Plan
related to non-qualified stock option and performance share vesting provisions.
4. You shall be entitled to receive dividend equivalents on your Restricted
Stock Units (i.e. an amount equal to the dividends that would have been payable
with respect to the Restricted Stock Units if they had been shares of stock of
the Corporation) until the respective Restricted Stock Units are paid. Such
dividend equivalents shall be converted to additional Restricted Stock Units as
of the dividend payment date by dividing the amount of the dividend equivalents
by the closing price of a share of stock of the Corporation on the dividend
payment date. Such additional Restricted Stock Units shall vest at the same time
as the Restricted Stock Units with respect to which the dividend equivalent is
paid. 5. Your Restricted Stock Units shall be paid within 30 days after the
date the Restricted Stock Unit award vests. In no event will payment be made
more than two and one-half months following the end of the calendar year in
which the Restricted Stock Unit award vests. No deferral of the payment date
shall be permitted under this Agreement. Payment of such Restricted Stock Units
shall be in shares and net of any required tax withholding. Vested Restricted
Stock Units shall be valued based on the closing price of a share of stock of
the Corporation on the date of vesting. 6. The Restricted Stock Units
representing this award shall be subject to adjustment for Recapitalization in
the manner provided in the Plan, as it may be amended from time-to-time.
7. Prior to distribution of your Restricted Stock Units, if you are
terminated by the Corporation for “Misconduct” as defined in the Plan, the
awards shall be canceled unless the Committee, in its sole discretion, elects
not to cancel such awards. In addition, with respect to any restricted stock
units that became vested and paid after the date of your Misconduct: (i) any
such payment shall be forfeited and (ii) the Corporation may demand that you pay
over to the Corporation any such payment you received.

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8. This award under this Agreement may not be transferred by you during
your lifetime and may not be assigned, pledged or otherwise transferred except
by the laws of descent and distribution. 9. This Agreement shall not confer
on you the right to continued employment by the Corporation, nor shall this
award interfere in any way with the right of the Corporation to terminate your
employment at any time. 10. This Agreement is not subject to any provisions
of the Employee Retirement Income Security Act (ERISA) of 1974. This award is
subject to your signing the enclosed copy of this agreement and returning it in
the envelope provided. By accepting this award, you agree to keep this agreement
and all of its provisions confidential and not to disclose any parts thereof to
third parties, except that information relating to this agreement may be
divulged (i) to the extent required by any court order, (ii) to any public
authority such as the IRS, (iii) in connection with any tax filing or (iv) to
any financial advisors or tax consultants. Please retain the original of this
Agreement with your important papers. Accepted:

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