CHEVRON CORPORATION NON-EMPLOYEE DIRECTORS' EQUITY COMPENSATION AND DEFERRAL PLAN

Exhibit 10.1

CHEVRON CORPORATION

NON-EMPLOYEE DIRECTORS’ EQUITY COMPENSATION AND
DEFERRAL PLAN

Amended and Restated on December 10, 2008

TABLE OF CONTENTS

CHEVRON CORPORATION
NON-EMPLOYEE DIRECTORS’ EQUITY COMPENSATION AND
DEFERRAL PLAN

Amended and Restated on December 10, 2008

     SECTION I. PURPOSE .

       This Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, as amended and restated effective January 1, 2009, shall govern all Awards and deferrals by Non-Employee Directors for which distribution has not commenced prior to January 1, 2009, unless and until modified by the Board; provided that the Non-Employee Director did not obtain a vested legal right to such Awards or deferrals prior to January 1, 2005. A series of installment payments shall be considered to be one distribution as of the date of the first installment for purposes of Section 409A of the Code.

       The Plan was originally adopted by the Board on March 26, 2003 and approved by the stockholders on May 22, 2003. It was amended and restated on December 6, 2006 to be effective January 1, 2005. It was subsequently amended and restated on February 28, 2007 and April 25, 2007.

       The purposes of the Plan are to attract and retain qualified Non-Employee Directors to serve on the Board and to align the interests of the Non-Employee Directors with those of the stockholders of the Corporation.

     SECTION II. DEFINITIONS .

       When capitalized in this Plan, the following terms shall have the meanings set forth below:

          (a) “ Account ” means the bookkeeping account maintained on behalf of a Non-Employee Director to which shall be credited any amount described in Section IX.

          (b) “ Annual Cash Retainer ” means the annual fees as determined by the Board and payable in cash as earned monthly to a Non-Employee Director for service as a Non-Employee Director during an Annual Compensation Cycle.

          (c) “ Annual Compensation Cycle ” means that period commencing on the day of the Corporation’s Annual Meeting and running through the day immediately preceding the Corporation’s next Annual Meeting.

          (d) “ Annual Meeting ” means the annual meeting of the stockholders of the Corporation.

          (e) “ Award ” or “ Awards ” means a grant of an Option, Stock Units, or Restricted Stock under the Plan.

          (f) “ Beneficiary ” means a person designated by a Non-Employee Director for purposes of transferring interests in Awards upon the Non-Employee Director’s death.

          (g) “ Board ” means the Board of Directors of the Corporation.

          (h) “ Change in Control ” shall have the meaning set forth in Article VI of the By-Laws of the Corporation, as such By-Laws may be amended from time to time.

          (i) “ Code ” means the Internal Revenue Code of 1986, as amended.

          (j) “ Committee ” means the Board Nominating and Governance Committee (or other committee designated by the Board).

          (k) “ Common Stock ” means the $0.75 par value common stock of the Corporation or any security of the Corporation identified by the Committee as having been issued in substitution, exchange or lieu thereof.

          (l) “ Corporation ” means Chevron Corporation, a Delaware corporation, or any successor corporation.

          (m) “ Disability ” means the existence of a serious medical condition which is expected to be of long-term duration and which significantly affects the Non-Employee Director’s ability to travel in order to attend meetings of the Board or to perform other essential duties of a Non-Employee Director, as determined by the Committee on the basis of competent medical evidence.

          (n) “ Discretionary Transaction ” shall mean a transaction pursuant to any benefit plan that:

               (1) Is at the volition of a plan participant;

               (2) Is not made in connection with the participant’s death, Disability, retirement or termination of employment;

               (3) Is not required to be made available to a plan participant pursuant to a provision of the Code; and

               (4) Results in either an intra-plan transfer involving an equity securities fund of the Corporation, or a cash distribution funded by a volitional disposition of an equity security of the Corporation, or otherwise as such term is defined under Rule 16b-3(b)(1) of the Exchange Act or successor provision thereto.

          (o) “ Dividend Equivalent ” means an amount equal to the dividends that would be payable to the holder of a Stock Unit if the holder held Shares rather than such Stock Units.

          (p) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute.

          (q) “ Fair Market Value ” of a Share as of a specified date means the price per share at which Shares were traded at the close of business on such date as reported on the New York Stock Exchange (or other established exchange or exchanges) or, if no trading of Common Stock is reported for that day, the preceding day on which trading was reported.

          (r) “ Non-Employee Director ” means a member of the Board who is not employed by the Corporation or its subsidiaries or affiliates.

          (s) “ Option ” means a non-statutory stock option to purchase a Share awarded pursuant to Section VI. of the Plan. An Option shall not qualify as an incentive stock option under Section 422 of the Code.

          (t) “ Option Agreement ” means an agreement between the Corporation and the Non-Employee Director that contains the terms and conditions pertaining to an Option.

          (u) “ Plan ” means the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, as amended from time to time.

          (v) “ Restricted Stock ” means forfeitable Shares awarded pursuant to Section VIII. of the Plan.

          (w) “ Rules ” means the regulations and rules adopted from time to time by the Committee to interpret or administer the Plan.

          (x) “ Share ” means one share of Common Stock, adjusted in accordance with Section X. of the Plan (if applicable).

          (y) “ Stock Unit ” means a bookkeeping entry unit awarded pursuant to Section VII. of the Plan that is measurable with respect to Shares.

     SECTION III. ADMINISTRATION .

          (a) Composition and Powers of the Committee . The Plan shall be administered by the Board, except as delegated to the Committee in this Plan or the Rules or by resolution of the Board. The Committee shall have the power to adopt and amend Rules, construe and interpret the Plan and the Rules, and to make all other determinations necessary for the administration of the Plan. Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate. Subject to the approval of the Board, any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding on all persons. The Committee shall consist of two or more Non-Employee Directors who satisfy the requirements of Rule 16b-3 (or its successor) under the Exchange Act to the extent necessary for grants of Awards to the Non-Employee Directors under Section 16 of the Exchange Act.

          (b) Liability of Board and Committee Members . No member of the Board or the Committee shall be liable for any action or determination made in good faith by the Board or the Committee with respect to the Plan or any Award under it.

          (c) Administration of the Plan Following a Change in Control . Within thirty (30) days after the occurrence of a Change in Control, the Committee shall appoint an independent organization which shall thereafter administer the Plan and have all of the powers and duties formerly held and exercised by the Committee with respect to the Plan as provided in Section III.(a). Upon such appointment, the Committee shall cease to have any responsibility with respect to the administration of the Plan.

     SECTION IV. DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN .

          (a) Duration of the Plan . The Plan shall remain in effect until terminated by the Board.

          (b) Shares Subject to the Plan . The maximum number of Shares for which Awards may be granted under the Plan is eight hundred thousand (800,000) Shares, which has been adjusted for the two-for-one Common Stock split on September 10, 2004 and includes the number of Shares previously authorized for use but unissued pursuant to the Chevron Restricted Stock Plan for Non-Employee Directors. The limitation as to the maximum number of Shares set forth in this Section IV.(b) shall be subject to adjustment as provided in Section X.

          (c) Accounting for Numbers of Shares . For the purpose of computing the total number of Shares available for Awards under the Plan there shall be counted against the limitation under the Plan the number of Shares issued or subject to issuance upon exercise or settlement of any outstanding Awards. Dividends paid, Dividend Equivalents granted and interest or other amounts credited with respect to any Award outstanding under the Plan shall not apply against the Plan limitation. If Stock Units, Restricted Stock or Shares issued upon the exercise of Options are forfeited or otherwise terminated before exercise or settlement, then the corresponding Shares shall again become available for Awards under the Plan. If Stock Units are settled, then only the number of Shares (if any) actually issued in settlements of such Stock Units shall reduce the number available for Awards.

          (d) So