Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2012, Chevron Corporation issued a press release announcing that on October 3, 2012, to be effective on December 1, 2012, the Board of Directors elected Dr. Alice P. Gast to the Board and named Dr. Gast to the Audit Committee. Also on that date, the Board approved a grant to Dr. Gast of restricted stock units, which is a prorated grant of the annual restricted stock unit award granted to directors under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan. The number of stock units will be determined by multiplying the current equity retainer value ($184,000) by a fraction, the numerator of which is the number of days from the effective date of Dr. Gast's election to the day immediately preceding the 2013 annual meeting of stockholders and the denominator of which is the number of days from the 2012 annual meeting of stockholders to the day immediately preceding the 2013 annual meeting of stockholders, and dividing that product by the closing Chevron Common Stock price on the effective date of Dr. Gast's election. The stock units vest on the day immediately preceding the 2013 annual meeting of stockholders. Dr. Gast will also be entitled to receive the annual cash retainer for non-employee Directors, which will be prorated and paid in monthly installments of $9,667.

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

99.1 Press release issued October 3, 2012.

---