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Delaware		2911		94-0890210
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Terry M. Kee, Esq. David R. Lamarre, Esq. Pillsbury Winthrop Shaw Pittman LLP 50 Fremont Street San Francisco, CA 94105 (415) 983-1000		Samuel H. Gillespie III, Esq. Senior Vice President, Chief Legal Officer and General Counsel Unocal Corporation 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 (310) 726-7600		Daniel A. Neff, Esq. David C. Karp, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000

Proposed Maximum

Title of Each Class of Securities

Amount to be

Offering Price

Aggregate

Amount of

to be Registered(1)

Registered(2)

per Share

Offering Price(3)

Registration Fee

Common stock, par value $0.75 per share

216,805,247

n/a

$10,741,669,317

$1,264,294

(1)	This registration statement relates to shares of common stock, par value $0.75 per share, of Chevron Corporation (“Chevron”) issuable to holders of common stock, par value $1.00 per share, of Unocal pursuant to the Merger Agreement.
(2)	The maximum number of shares of Chevron common stock issuable in connection with the merger in exchange for shares of Unocal common stock, based on the number of shares of Unocal common stock exchangeable in the merger, equal to the sum of (i) 271,798,190 shares of Unocal common stock outstanding on May 16, 2005 multiplied by an exchange ratio of 0.7725 of a share of Chevron common stock for each share of Unocal common stock and (ii) the sum of up to 6,103,281 Unocal shares issuable on the exercise of options outstanding on May 16, 2005 and up to 200,000 Unocal directors’ units and dividend equivalents outstanding on May 16, 2005 and to be issued at or prior to the effective time of the merger multiplied by the exchange ratio of 0.7725 plus the number of shares of Chevron common stock equal to such sum multiplied by $16.25 and divided by the average of the high and low prices of Chevron common stock as reported on the consolidated tape of the New York Stock Exchange on May 20, 2005, which was $51.95.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), Rule 457(f)(1) and Rule 457(f)(3) of the Securities Act, based on the market value of the Unocal shares to be exchanged in the merger, as established by the average of the high and low prices of Unocal common stock as reported on the consolidated tape of the New York Stock Exchange on May 20, 2005, which was $54.88, and the amount of cash to be paid by Chevron in exchange for shares of Unocal common stock (equal to $16.25 multiplied by 278,101,471, the aggregate number of shares of Unocal common stock set forth above).

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The information in this proxy statement/prospectus is not complete and may be changed. Chevron may not distribute and issue the shares of Chevron common stock being registered pursuant to this registration statement until the registration statement filed with the Securities and Exchange Commission is declared effective. This proxy statement/prospectus is not an offer to sell these securities and Chevron is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION	[                    ], 2005

	•	a combination of 0.7725 of a share of Chevron common stock and $16.25 in cash;
	•	1.03 shares of Chevron common stock; or
	•	$65.00 in cash.

	Sincerely,
	Charles R. Williamson
	Chairman of the Board of Directors and
	Chief Executive Officer

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Unocal Corporation Unocal Stockholder Services 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 (800) 252-2233		Chevron Corporation Chevron Comptroller’s Department 6001 Bollinger Canyon Road — A3201 San Ramon, CA 94583-2324 (925) 842-1000

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	•	through the Internet, by visiting a website established for this purpose at [          ] and following the instructions; or
	•	by telephone, by calling the toll-free number [          ] in the United States, Puerto Rico or Canada on a touch-tone pad and following the recorded instructions.

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	•	to vote on a proposal to approve and adopt the Agreement and Plan of Merger (referred to as the “merger agreement”), dated as of April 4, 2005, by and among Unocal, Chevron Corporation (referred to as “Chevron”) and Blue Merger Sub Inc., a wholly owned subsidiary of Chevron;
	•	to vote upon an adjournment or postponement of the special meeting, if necessary, to solicit additional proxies; and
	•	to transact any other business as may properly be brought before the special meeting or any adjournment or postponement of the special meeting.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING				1
SUMMARY				5
	Who We Are			5
	Unocal’s Reasons for the Merger and Unocal Board’s Recommendation to Unocal Stockholders			5
	Opinion of Unocal’s Financial Advisor			5
	Chevron’s Reasons for the Merger			6
	What Unocal Stockholders Will Receive in the Merger			6
	Material United States Federal Income Tax Consequences			6
	Ownership of Chevron After the Merger			7
	Unocal Stockholder Vote Required to Approve the Merger			7
	Appraisal Rights			7
	The Interests of Certain Unocal Officers and Directors in the Merger May Differ from Your Interests			7
	Accounting Treatment			7
	Completion of the Merger Is Subject to Certain Conditions			8
	We Have Not Yet Obtained Regulatory Approvals			8
	The Merger Agreement May Be Terminated			9
	Fees May Be Payable on Termination			9
	Market Price Information			10
	Selected Historical Financial Data of Chevron			11
	Selected Historical Financial Data of Unocal			12
	Comparative Historical and Pro Forma Per Share Data			13
	Notes Concerning the Preliminary Estimate of the Deemed Purchase Price for Unocal			14
	Comparative Market Value of Securities			16
	Historical Market Price and Dividend Data			17
UNOCAL RECENT DEVELOPMENTS				18
RISK FACTORS				19
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS				24
THE MERGER				26
	General			26
	The Companies			26
	Background of the Merger			26
	Unocal’s Reasons for the Merger; Recommendation of Unocal’s Board of Directors			31
	Chevron’s Reasons for the Merger			33
	Accounting Treatment			34
	Material Federal Income Tax Consequences of the Merger			34
	Regulatory Matters			36
	Appraisal Rights			37
	Federal Securities Laws Consequences; Stock Transfer Restriction Agreements			40
OPINION OF UNOCAL’S FINANCIAL ADVISOR				41
INTERESTS OF UNOCAL DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER				50
	Indemnification; Directors’ and Officers’ Insurance			50
	Employment Contracts			50
	Equity Compensation Awards			51
	Qualified Plans			51
	Nonqualified Plans			52
	Annual Bonuses			52
	Enhanced Severance Program			52
THE MERGER AGREEMENT				54
	Structure of the Merger			54
	Timing of Closing			54
	Merger Consideration			54
	Covenants			58
	Representations and Warranties			63
	Conditions to the Completion of the Merger			65
	Termination of the Merger Agreement			66
	Expenses			67
	Amendments; Waivers			67
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING				68
COMPARISON OF STOCKHOLDER RIGHTS				72
DESCRIPTION OF CHEVRON CAPITAL STOCK				78
LEGAL MATTERS				79
EXPERTS				79
STOCKHOLDER PROPOSALS				79
ADDITIONAL INFORMATION FOR STOCKHOLDERS				80
	Where You Can Find More Information			80
	Documents Incorporated by Reference			80
EXHIBIT 23.4
EXHIBIT 23.5
EXHIBIT 23.6
EXHIBIT 24.1
EXHIBIT 24.2
EXHIBIT 24.3
EXHIBIT 24.4
EXHIBIT 24.5
EXHIBIT 24.6
EXHIBIT 24.7
EXHIBIT 24.8
EXHIBIT 24.9
EXHIBIT 24.10
EXHIBIT 24.11
EXHIBIT 24.12

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Q:	What am I voting on?
A:	Chevron is proposing to acquire Unocal. You are being asked to vote to approve and adopt an agreement and plan of merger through which Unocal will merge with and into a wholly owned subsidiary of Chevron, sometimes referred to as “Merger Sub.” After the merger, Merger Sub will be the surviving entity and a wholly owned subsidiary of Chevron, and Unocal will no longer be a separate company.
Q:	What will I receive in exchange for my Unocal shares?
A:	You may elect to receive, for each Unocal common share that you own, either:

•	a combination of 0.7725 of a share of Chevron common stock and $16.25 in cash,
•	1.03 shares of Chevron common stock or
•	$65 in cash.

	Unless you make an all-cash or an all-stock election, you will receive the mixed consideration in the merger. In addition, the all-cash and all-stock elections are subject to proration in order to preserve an overall mix of 0.7725 of a share of Chevron common stock and $16.25 in cash for all of the outstanding shares of Unocal common stock taken together.
Q:	Will I be taxed on the consideration that I receive in exchange for my Unocal shares?
A:	The transaction is intended to be tax-free to Unocal stockholders for U.S. federal income tax purposes, except with respect to any cash received. See “The Merger — Material Federal Income Tax Consequences of the Merger” beginning on page 34 of this proxy statement/prospectus.
Q:	What is the required vote to approve and adopt the merger agreement and the merger?
A:	The holders of a majority of the outstanding shares of Unocal common stock as of [                    ], the record date for the special meeting, must vote to approve and adopt the merger agreement in order for the merger to be completed. Abstentions from voting and “broker non-votes” are not considered affirmative votes and therefore will have the same practical effect as a vote against the merger.

Q:	What does the Unocal board of directors recommend?
A:	The board of directors of Unocal unanimously recommends that Unocal’s stockholders vote in favor of the merger.
Q:	Do I have dissenters’ or appraisal rights with respect to the merger?
A:	Yes. Under Delaware law, you have the right to dissent from the merger and, in lieu of receiving the merger consideration, obtain payment in cash of the fair value of your shares of Unocal common stock as determined by the Delaware Chancery Court. To exercise appraisal rights, you must strictly follow the procedures prescribed by Delaware law. These procedures are summarized under “The Merger — Appraisal Rights” beginning on page 37 of this proxy statement/prospectus. In addition, the text of the applicable provisions of Delaware law is included as Annex C to this proxy statement/prospectus.
Q:	May I submit a form of election if I vote against the merger?
A:	Yes. You may submit a form of election even if you vote against adopting the merger agreement. However, if you submit a properly executed election form, you will thereby withdraw any previously filed written demand for appraisal and will not be entitled to appraisal rights. See “The Merger — Appraisal Rights” beginning on page 37 of this proxy statement/prospectus.
Q:	When do you expect the merger to occur?
A:	We expect to complete the merger promptly after Unocal stockholders approve and adopt the merger agreement and the merger at the special meeting and after the satisfaction or waiver of all other conditions to the merger,

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	including the receipt of all regulatory approvals that are required to be obtained pursuant to the merger agreement. We currently expect this to occur sometime this year.

Q:	When and where is the Unocal special stockholder meeting?
A:	The Unocal special stockholder meeting will take place on [                    ], 2005 and will be held at [                    ], Pacific Daylight Time.
Q:	Who is entitled to vote at the special meeting?
	Holders of record of Unocal common stock at the close of business on [                    ], 2005, which is the date Unocal’s board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.
Q:	What do I need to do now?
A:	Please mail your signed proxy card in the enclosed return envelope or vote by telephone or the Internet, as soon as possible, so your shares will be represented at the special meeting. In order to be sure that your vote is counted, please submit your proxy as instructed on your proxy card even if you plan to attend the special meeting in person.

Q:	May I change my vote after I have mailed my signed proxy card?
A:	Yes. You may change your vote at any time before your proxy is voted at the special meeting. If your shares of Unocal common stock are registered in your own name, you can do this in one of three ways.

•	First, you can deliver to Unocal prior to the special meeting a written notice stating that you want to revoke your proxy. The notice should be sent to the attention of the Corporate Secretary, 2141 Rosecrans Avenue, Suite 4000, El Segundo, CA 90245, to arrive by the close of business on [          ], 2005.
•	Second, you can complete and deliver prior to the special meeting a new proxy card. The proxy card should be sent to the addressee indicated on the pre-addressed envelope enclosed with your initial proxy card to arrive by the close of business on [          ], 2005. The latest dated and signed proxy actually received by this addressee before the special meeting will be counted, and any earlier proxies will be considered revoked.

	If you vote your proxy electronically through the Internet or by telephone, you can change your vote by submitting a different vote through the Internet or by telephone, in which case your later-submitted proxy will be recorded and your earlier proxy revoked.

•	Third, you can attend the Unocal special meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy, as you must vote at the special meeting in order to revoke a prior proxy.

	If you are a street-name stockholder and you vote by proxy, you may later revoke your proxy instructions by informing the holder of record in accordance with that entity’s procedures.
Q:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?
A:	If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote them on the merger. Therefore, you should be sure to provide your broker with instructions on how to vote your shares. Please check the voting form used by your broker to see if it offers telephone or Internet voting.

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Q:	Why is it important for me to vote?
A:	We cannot complete the merger without Unocal stockholders voting in favor of the merger.
Q:	What if I don’t vote?
A:	If you do not give voting instructions to your broker or you do not vote, you will, in effect, be voting against the merger.
Q:	Should I send in my stock certificates with my proxy card?
A:	No. Please do not send your stock certificates with your proxy card. Prior to the election deadline described in this proxy statement/ prospectus, you should send your Unocal common stock certificates to the exchange agent, together with a completed, signed election form being provided to you with this document, or, if your shares are held in “street name,” according to your broker’s instructions.

Q:	How do I elect the type of the merger consideration that I prefer to receive?
A:	Each Unocal stockholder is being sent an election form and transmittal materials. You must properly complete and deliver to the exchange agent the election materials, together with your stock certificates (or a properly completed notice of guaranteed delivery). A return envelope is enclosed for submitting the election form and certificates to the exchange agent. This is different from the envelope in which to return your completed proxy card. Please do not send your stock certificates or form of election with your proxy card.

Q:	Can I make one election for some of my shares and another election for the rest?
A:	Yes. The election form permits you to specify, among the shares you are submitting, how many you are allocating to

•	a mixed election,
•	an all-stock election,
•	an all-cash election or
•	no election.

Q:	What if I do not make an election?
A:	If you do not submit a properly completed and signed election form to the exchange agent by the election deadline (or if you submit a properly completed election form indicating no election, together with the certificates representing all of your shares), then you will be deemed to have made the mixed election to receive $16.25 cash and 0.7725 of a share of Chevron common stock in exchange for each of your shares of Unocal common stock.
Q:	Can I change my election after I submit an election form?
A:	Yes. You may revoke your election of merger consideration with respect to all or a portion of your shares of Unocal common stock by delivering written notice of your revocation to the exchange agent prior to the election deadline. If you instructed a broker to submit an election for your shares, you must follow your broker’s directions for changing those instructions. In addition, any election of merger consideration you make will automatically be revoked if the merger agreement is terminated.

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Q:	Where can I find more information about Unocal and Chevron?
A:	You can find more information about Unocal and Chevron from various sources described under the heading “Additional Information for Stockholders — Where You Can Find More Information” beginning on page 80 of this proxy statement/prospectus.
Q:	Who do I call if I have questions about the meeting or the merger?
A:	If you have any questions about the merger or if you need additional copies of this proxy statement/ prospectus or the enclosed proxy card, you should contact:

	If you need an additional election form, you should contact the exchange agent:

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	•	obtaining the required approvals of various regulatory agencies, including the FTC, any of which could impose conditions or restrictions on its approval;
	•	minimizing the diversion of management attention from ongoing business concerns;
	•	addressing differences in the business cultures of Chevron and Unocal;
	•	coordinating and combining international operations, relationships, and facilities, which may be subject to additional complications resulting from operating in countries that are new to Chevron and geographic distance from other Chevron operations; and
	•	retaining key employees and maintaining key employee morale, particularly in areas where Chevron does not currently have personnel.

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	•	Unocal may be required to pay Chevron fees of up to $500 million in the aggregate if the merger agreement is terminated under certain circumstances and Unocal enters into an alternative transaction;
	•	The current market price of Unocal common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a negative perception by the market of Unocal generally and a resulting decline in the market price of Unocal common stock;
	•	Many costs relating to the merger (such as legal, accounting and financial advisory fees) are payable by Unocal whether or not the merger is completed;
	•	There may be substantial disruption to the business of Unocal and a distraction of its management and employees from day-to-day operations, because matters related to the merger (including integration planning) may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial; and
	•	Unocal would continue to face the risks that it currently faces as a independent company, as further described in the documents that Unocal has filed with the SEC that are incorporated by reference into this proxy statement/ prospectus.

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•	materially adverse changes in economic, financial or industry conditions generally or in the markets served by our companies
•	the competitiveness of alternative energy sources or product substitutes
•	actions of competitors
•	crude oil and natural gas prices
•	refining and marketing margins
•	petrochemicals prices and competitive conditions affecting supply and demand for aromatics, olefins and additives products
•	changes in demographics and consumer preferences

•	the outcome of negotiations with partners, governments, suppliers, unions, customers or others
•	our ability to successfully integrate the operations of Chevron and Unocal after the merger and to minimize the diversion of management’s attention and resources during the integration process
•	the process of, or conditions imposed in connection with, obtaining regulatory approvals for the merger

•	political instability or civil unrest in the areas of the world relating to our operations
•	political developments and laws and regulations, such as forced divestiture of assets, restrictions on production or on imports or exports, price controls, tax increases and retroactive tax claims, expropriation of assets, cancellation of contract rights, and environmental laws or regulations
•	potential liability for remedial actions under environmental regulations and litigation

•	potential failure to achieve expected production from existing and future crude oil and natural gas development projects

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•	potential delays in the development, construction or start-up of planned projects
•	successful introduction of new products
•	labor relations
•	accidents or technical difficulties
•	changes in operating conditions and costs
•	weather and natural disasters

•	crude oil, natural gas and petrochemical project advancement
•	the development and use of new technology by us or our competitors

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	•	the board’s familiarity with, and understanding of, Unocal’s business, financial condition, results of operations, current business strategy and earnings and prospects and of Chevron’s business, financial condition, results of operations, business strategy and earnings (including the report of Unocal’s management and financial advisor on the results of their due diligence review of Chevron);
	•	the board’s understanding of the current and prospective markets in which Unocal operates, including global, national and local economic conditions, the competitive landscape for oil and gas industry participants generally and the likely effect of these factors on Unocal in light of, and in the absence of, the merger;
	•	the board’s understanding, and management’s review, of Unocal’s current and prospective holdings, including Unocal’s international and deepwater assets, and the board’s and management’s views concerning maximizing the future benefits relating to these holdings in view of Unocal’s size and position in the oil and gas industry. In this regard, Unocal’s board and management believe that:

	–	maximizing Unocal’s unique international asset base would require very significant capital outlays and the assumption of a degree of risk and potential volatility in the results of the business that in each case would be borne significantly more readily if the company were larger and more diversified; and
	–	by virtue of its financial and technical resources and geographic scope, Chevron would be better positioned, and therefore more likely, to develop these prospects without subjecting Chevron to the same degree of volatility;

	•	management’s review, and the board’s understanding, of the geopolitical risks inherent in Unocal’s asset portfolio, and of the likelihood that a business combination with Chevron would diversify these risks significantly. In this regard, the board noted that on a barrels of oil-equivalent basis, as of December 31, 2004, approximately 67 percent of Unocal’s oil and gas production and approximately 74 percent of Unocal’s proved oil and gas reserves were located outside the United States;
	•	the fact that, because most of the merger consideration is payable in the form of Chevron shares, Unocal stockholders will have the opportunity to participate in the performance of the combined post-merger company. In that regard, the Unocal board understood that the volatility of prices for oil and gas would cause the value of the merger consideration to fluctuate, perhaps significantly, but was of the view that on a long-term basis it would be desirable for stockholders to have an opportunity to retain some continuing investment in the post-merger combined company. Unocal’s board and management noted that the combined company was expected to be highly competitive across all key aspects of the energy sector and would benefit from the integration of Unocal’s and Chevron’s complementary businesses and strategies and from the combined expertise of each company’s personnel. The board noted specifically the strengthening of the combined company’s operations in the following core geographic areas:

	–	the Asia-Pacific region, where, after the merger, Chevron is expected to be in the top tier of natural gas producers and marketers, the top oil and gas producer in Thailand and will have an enhanced presence in key areas such as Indonesia;

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	–	the Gulf of Mexico, where, after the merger, Chevron is expected to have an enhanced position in terms of available assets and deepwater opportunities;
	–	the Caspian Region, where the acquisition will give Chevron the second-largest interest in oil producing operations in the Azerbaijan International Operating Company and will broaden Chevron’s status as a leading oil company in that region.

	–	maintaining focus on high-impact exploration and growth and leveraging Unocal’s advantaged positions in the Gulf of Thailand and deepwater Indonesia;
	–	building large-scale businesses in Asia and pursuing regional expansion in Asia in general;
	–	continuing exploration and development efforts in the Gulf of Mexico deepwater; and
	–	the greater likelihood of pursuing these strategies effectively, in light of the market conditions and the oil and gas industry landscape, if the companies were combined;

	•	the board’s belief, supported by the views and information provided by Unocal’s management and financial advisor, that Unocal’s stock price following the publication in early 2005 of news reports relating to a potential transaction (see “— Background of the Merger”) reflected, in part, takeover speculation and therefore was higher than Unocal’s unaffected trading price, and that the consideration offered by Chevron in the merger represented a premium to the unaffected trading price of Unocal common stock;
	•	the board’s understanding, and management’s review, of overall market conditions, including then-current and prospective commodity prices and Unocal’s unaffected trading price, and the board’s determination that, in light of these factors, the timing of a potential transaction was favorable to Unocal;
	•	the fact that the dividend yield of Chevron common stock is considerably higher than that of Unocal, and the board’s expectation that Unocal stockholders who receive Chevron common stock in the merger would receive higher annual dividends than the dividends paid with respect to Unocal’s common stock;
	•	the potential savings from operational synergies and reduced corporate expenses, currently estimated by Chevron to be approximately $325 million before tax annually, and the related potential impact of these savings on the combined company’s earnings;
	•	the review by the board with Unocal’s legal and financial advisors of the structure of the merger and the financial and other terms of the merger agreement, including the blend of cash and stock consideration, the covenants of each party and the conditions to consummation of the merger;
	•	the quantitative analyses of the financial terms of the merger presented to the board by Unocal’s financial advisor;
	•	the opinion of Unocal’s financial advisor that, as of the date of that opinion, and based upon and subject to the qualifications, assumptions and limitations in the opinion, the consideration to be received by holders of Unocal’s common stock in the merger agreement was fair from a financial point of view to those stockholders (see “— Opinion of Unocal’s Financial Advisor”);
	•	the expectation that the merger would qualify as a reorganization for federal income tax purposes.

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	•	the risks of the type and nature described under “Risk Factors”;
	•	the challenges of integrating the businesses and operations of the two companies, and the risk that the anticipated cost savings and other expected synergies may not be achieved as and when planned;
	•	the possibility that the U.S. Department of Justice, the FTC or other regulatory authorities might seek to enjoin or otherwise prevent the merger, which possibility the board considers to be low;
	•	with respect to the equity component of the consideration, the volatility of trading prices of oil and gas companies, which typically corresponds to changes in commodity prices, and the fact that the fixed exchange ratio, by its nature, would not adjust upwards to compensate for declines, or downwards to compensate for increases, in Chevron’s stock price prior to completion of the merger; and that the terms of the merger agreement did not include “collar” provisions or stock-price-based termination rights that would be triggered by a decrease in the value of the equity component of the merger consideration attributable to the Chevron stock price;
	•	the interests of certain of Unocal’s officers and directors described under “Interests of Unocal Directors and Executive Officers in the Merger”;
	•	the restrictions on the conduct of Unocal’s business prior to the consummation of the merger, requiring Unocal to conduct its business in the ordinary course consistent with past practice and in a manner not involving the entry by Unocal into businesses that are materially different from the businesses of Unocal on the date of the merger agreement, subject to specific limitations, which may delay or prevent Unocal from undertaking business opportunities that may arise pending completion of the merger;
	•	the requirement that Unocal submit the merger agreement to its stockholders even if the Unocal board withdraws its recommendation, which could delay or prevent Unocal from pursuing a superior proposal if one were to become available; and
	•	the risk, which is common in transactions of this type, that the terms of the merger agreement, including provisions relating to Unocal’s payment of a termination fee under specified circumstances, might discourage other parties that could otherwise have an interest in a business combination with, or an acquisition of, Unocal from proposing such a transaction (see “The Merger Agreement — Termination of the Merger Agreement”).

	•	to acquire a portfolio of high quality upstream exploration and production assets that complement Chevron’s core areas worldwide, including the Asia-Pacific, Gulf of Mexico and Caspian regions;
	•	to improve Chevron’s resource base, including through the addition of 1.75 billion barrels of oil-equivalent proved reserves; and

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	•	to achieve synergies through the rationalization of duplicate activities, highgrading the combined company’s investment programs and sharing best practices.

	•	a citizen or resident of the United States;
	•	a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or any of its political subdivisions;
	•	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person; or
	•	an estate that is subject to United States federal income tax on its income regardless of its source.

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	•	You must deliver to Unocal a written demand for appraisal of your shares of Unocal common stock before the vote on the merger agreement at Unocal’s special meeting. This demand will be

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		sufficient if it reasonably informs Unocal of your identity and that you intend by that writing to demand the appraisal of your shares. Voting against, abstaining from voting on or failing to vote on the proposal to adopt the merger agreement will not constitute a written demand for appraisal within the meaning of Section 262. The written demand for appraisal must be in addition to and separate from any proxy you deliver or vote you cast in person.
	•	You must not vote your shares of Unocal common stock in favor of the merger agreement. A proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement. Therefore, if you vote by proxy and wish to exercise appraisal rights, you must vote against the adoption of the merger agreement or mark your proxy card to indicate that you abstain from voting on the adoption of the merger agreement.
	•	You must continuously hold your shares of Unocal common stock from the date of making the demand through the completion of the merger. If you are the record holder of shares of Unocal common stock on the date the written demand for appraisal is made but you thereafter transfer those shares prior to the completion of the merger, you will lose any right to appraisal in respect of those shares.

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	•	reviewed certain publicly available financial statements and other business and financial information of Unocal and Chevron;
	•	reviewed certain internal financial statements and other financial and operating data, including internal oil and gas reserve and production estimates, concerning Unocal prepared by the management of Unocal;
	•	reviewed certain financial projections prepared by the management of Unocal;
	•	discussed the past and current operations and financial condition and the prospects of Unocal, including internal oil and gas reserve and production estimates, with senior management of Unocal;
	•	reviewed certain internal financial statements and other financial and operating data, including internal oil and gas production estimates, concerning Chevron prepared by the management of Chevron;
	•	reviewed certain financial projections prepared by the management of Chevron;
	•	discussed the past and current operations and financial condition and the prospects of Chevron, including internal oil and gas production estimates, with senior management of Chevron;
	•	reviewed the pro forma impact of the merger on Chevron’s earnings per share, cash flow per share, return on capital employed, and oil and gas reserves and production;
	•	reviewed the reported prices and trading activity for Unocal Common Stock and for Chevron Common Stock;
	•	compared the financial performance of Unocal and the prices and trading activity of Unocal Common Stock with that of certain other comparable publicly-traded companies and their securities;
	•	compared the financial performance of Chevron and the prices and trading activity of Chevron Common Stock with that of certain other comparable publicly-traded companies and their securities;

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	•	reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
	•	reviewed certain reserve reports prepared by Unocal;
	•	discussed certain information prepared by the management of Unocal relating to strategic, financial and operational benefits anticipated from the merger and the strategic rationale for the merger with senior management of Unocal;
	•	participated in discussions among representatives of Unocal, Chevron and certain other parties;
	•	reviewed the draft merger agreement and certain related documents; and
	•	performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

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	“Unaffected” Price and “Unaffected” Exchange Ratio Analysis

		Per Share Merger Consideration Value as Compared to Unocal’s Common Stock Price:
Consideration										10 Day				30 Day				60 Day				90 Day				LTM				LTM				LTM
Value(1)		4/1/05				Unaffected(2)				Avg.				Avg.				Avg.				Avg.				High				Low				Avg.
$62.07			(3.5	)%			13.3	%			1.6	%			5.7	%			16.9	%			24.4	%			(3.5	)%			81.2	%			45.7	%

(1)	As of April 1, 2005.
(2)	Calculation of “unaffected” price of $54.77 described in Unaffected Price and Unaffected Exchange Ratio Analysis paragraph above.

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Implied Merger Exchange Ratio as Compared to Period Average Exchange Ratio:

Implied

Merger

Exchange

10 Day

30 Day

60 Day

90 Day

LTM

LTM

LTM

Ratio(1)

4/1/05

Unaffected(2)

Avg.

Avg.

Avg.

Avg.

High

Low

Avg

$62.07

(3.5)%

29.3%

1.0%

5.8%

12.2%

16.7%

(3.5)%

41.8%

26.2%

(1)	As of April 1, 2005.
(2)	Calculation of “unaffected” exchange ratio of 0.8096x described in Unaffected Price and Unaffected Exchange Ratio Analysis paragraph above.

	Analyst Price Targets

	Comparable Company Analysis

	•	Amerada Hess Corp.
	•	Anadarko Petroleum Corp.
	•	Apache Corp.
	•	Burlington Resources Inc.
	•	Devon Energy Corp.
	•	EOG Resources Inc.
	•	Marathon Oil Corp.
	•	Occidental Petroleum Corp.

	•	the per share price divided by 2005 and 2006 estimated cash flow per share
	•	the per share price divided by 2005 estimated earnings per share
	•	the aggregate trading value divided by 2005 estimated EBITDAX

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Comparable Companies

Metric

Range of Multiples

Average

Unocal

Price/2005E Earnings

10.3x - 17.1

x

12.0

x

13.5x

Price/2005E Cash Flow

4.6x -  6.9

x

5.6

x

6.3x

Price/2006E Cash Flow

4.3x -  6.7

x

5.6

x

6.5x

Aggregate Value/2005E EBITDAX

4.8x -  6.6

x

5.3

x

5.2x

	•	BP plc
	•	ConocoPhillips
	•	Eni SpA
	•	ExxonMobil Corp.
	•	Royal Dutch/ Shell Group
	•	Total S.A.

	•	the per share price divided by 2005 and 2006 estimated earnings per share
	•	the per share price divided by 2005 estimated cash flow per share
	•	The aggregate market value divided by 2005 estimated EBITDAX

Comparable Companies

Metric

Range of Multiples

Average

Chevron

Price/ 2005E Earnings

9.3x - 14.9

x

12.3

x

11.0x

Price/ 2006E Earnings

10.5x - 15.1

x

13.1

x

12.2x

Price/ 2005E Cash Flow

6.0x - 10.5

x

7.6

x

7.6x

Aggregate Value/ 2005E EBITDAX

4.7x -  7.0

x

5.9

x

5.0x

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	Sum-of-the-Parts Analysis

	•	Discounted Cash Flow Method. Morgan Stanley analyzed each individual Unocal business using a discounted cash flow analysis. This discounted after-tax unlevered free cash flow analysis, calculated as of December 31, 2004, was based on company projections. Additionally, Morgan Stanley performed sensitivities, including production profiles and oil prices, on the projections provided by Unocal management. The range of discount rates utilized in this analysis was 8% to 12%, which was chosen based upon an analysis of the weighted average cost of capital of Unocal and other comparable companies.
	•	Multiple Method. For selected business units, Morgan Stanley also reviewed and compared various actual and forecasted financial and operating information of these businesses with that of various precedent transactions which shared certain characteristics with these businesses. Based upon the aggregate transaction value divided by proved reserves in these precedent transactions and Morgan Stanley’s experience in mergers and acquisitions in the energy industry, Morgan Stanley estimated reference valuation metric ranges for these business units. Morgan Stanley then calculated the potential implied after-tax valuation range for these business units.

	•	1/26/2005 — Cimarex/ Magnum Hunter
	•	12/16/2004 — Noble/ Patina
	•	6/9/2004 — Petro-Canada/ Prima Energy
	•	5/24/2004 — Forest/ Wiser
	•	5/4/2004 — Pioneer/ Evergreen

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	•	4/15/2004 — EnCana/ Tom Brown
	•	4/7/2004 — Kerr-McGee/ Westport Resources
	•	2/12/2004 — Plains/ Nuevo
	•	2/24/2003 — Devon/ Ocean
	•	9/4/2001 — Devon/ Anderson Exploration
	•	8/14/2001 — Devon/ Mitchell Energy
	•	7/10/2001 — Amerada Hess/ Triton Energy
	•	5/29/2001 — Conoco/ Gulf Canada Resources
	•	5/14/2001 — Kerr-McGee/ HS Resources
	•	5/7/2001 — Williams/ Barrett
	•	12/22/2000 — Marathon/ Pennaco
	•	12/21/2000 — ENI SpA; Agip/ LASMO
	•	5/26/2000 — Devon Energy/ Santa Fe Snyder
	•	4/3/2000 — Anadarko/ Union Pacific Resources

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		Unvested Options at
		March 15, 2005
		Number of
		Shares								Outstanding				Outstanding
		Underlying				Weighted				Restricted Stock at				Performance Shares
Name		Options				Average Price				March 15, 2005				at March 15, 2005
Mr. Williamson			113,475			$	49.31				107,373				150,729
Mr. Bryant			200,000				46.44				19,692				16,342
Mr. Dallas			18,913				49.31				19,554				39,291
Mr. Gillespie			29,091				44.64				21,284				16,560
Mr. Howard			25,287				40.08				13,418				21,981

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	•	Employees with less than five years of service in the Unocal Retirement Plan would receive four months of base pay plus three-fourths of a month of base pay for every year of service.
	•	Employees with five or more years of service in the Unocal Retirement Plan would receive four months of base pay, plus an enhanced retirement benefit which offsets the remainder of the severance payment. The enhanced retirement benefit would add three years to each of the employee’s service and age, plus the benefit would utilize the highest consecutive 12 months of pensionable pay in the most recent 120 months of service.

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	•	a combination of 0.7725 of a share of Chevron common stock and $16.25 in cash;
	•	1.03 shares of Chevron common stock; or
	•	$65 in cash.

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	Explanation of the Proration of the Stock and Cash Elections

	Proration If Too Much Cash Is Elected

	•	Step 1: Derive the available cash election amount: The available cash election amount is the aggregate cash amount minus the amount of cash to be paid in respect of shares of Unocal common stock as to which a valid election for the mixed merger consideration was made or is deemed to have been made.
	•	Step 2: Derive the elected cash amount: The elected cash amount is an amount equal to $65.00 multiplied by the number of shares of Unocal common stock as to which a valid all-cash election was made.
	•	Step 3: Derive the cash proration factor: The cash proration factor equals the available cash election amount divided by the elected cash amount.
	•	Step 4: Derive the prorated cash merger consideration: The prorated cash merger consideration is an amount in cash equal to $65.00 multiplied by the cash proration factor.
	•	Step 5: Derive the prorated stock merger consideration: The prorated stock merger consideration is a number of shares of Chevron common stock equal to (x) 1.03 multiplied by (y) a number equal to 1 minus the cash proration factor.
	•	Step 6: Determine the stock and cash mix: Each share of Unocal common stock as to which a valid all-cash election was made will be converted into the right to receive the prorated cash merger consideration and the prorated stock merger consideration.

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	Proration If Too Many Shares of Chevron Common Stock Are Elected

	•	Step 1: Derive the available cash election amount: As stated above, the available cash election amount is the aggregate cash amount minus the amount of cash to be paid in respect of shares of Unocal common stock as to which a valid election for mixed merger consideration was made or is deemed to have been made.
	•	Step 2: Derive the elected cash amount: As stated above, the elected cash amount is an amount equal to $65.00 multiplied by the number of shares of Unocal common stock as to which a valid all-cash election was made.
	•	Step 3: Derive the excess cash amount: The excess cash amount is the difference between the available cash amount and the elected cash amount.
	•	Step 4: Derive the prorated cash merger consideration: The prorated cash merger consideration is an amount in cash equal to the excess cash amount divided by the number of shares of Unocal common stock as to which a valid all-stock election was made.
	•	Step 5: Derive the stock proration factor: The stock proration factor is a fraction the numerator of which is equal to $65.00 minus the per share prorated cash consideration calculated in Step 4 and the denominator of which is $65.00.
	•	Step 6: Derive the prorated stock merger consideration: The prorated stock merger consideration is a number of shares of Chevron common stock equal to 1.03 multiplied by the stock proration factor.
	•	Step 7: Determine the stock and cash mix: Each share of Unocal common stock as to which a valid all-stock election was made will be converted into the right to receive the prorated cash merger consideration and the prorated stock merger consideration.

	Explanation of Potential Adjustment to Merger Consideration

	Conversion of Shares

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	Exchange of Unocal Stock Certificates

	Treatment of Unocal Options and Equity Awards

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	•	take any action to solicit, initiate or knowingly encourage or facilitate the making of any alternative acquisition proposal involving Unocal or any inquiry with respect to an alternative acquisition proposal;
	•	engage in discussions or negotiations with any person with respect to an alternative acquisition proposal;
	•	disclose any nonpublic information or afford access to properties, books or records to, any person that has made, or to Unocal’s knowledge is considering making, an alternative acquisition proposal;
	•	approve or recommend, or propose to approve or recommend, or execute or enter into any agreement relating to an alternative acquisition proposal; or
	•	propose publicly or agree to do any of the above relating to an alternative acquisition proposal.

	•	direct or indirect acquisition or purchase of a business or assets of Unocal or any of its subsidiaries that constitutes, either individually or in the aggregate, 20 percent or more of the net revenue, net income or assets of Unocal and its subsidiaries, taken as a whole;

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	•	direct or indirect acquisition or purchase of 20 percent or more of any class of equity securities of Unocal or of any of its subsidiaries whose business constitutes 20 percent or more of the net revenue, net income or assets of Unocal and its subsidiaries, taken as a whole;
	•	tender offer or exchange offer that, if completed, would result in any person owning 20 percent or more of any class of equity securities of Unocal, or any of its subsidiaries whose business constitutes 20 percent or more of the net revenue, net income or assets of Unocal and its subsidiaries, taken as a whole; or
	•	merger, consolidation, business combination, joint venture, partnership, recapitalization, liquidation, dissolution or similar transaction involving Unocal or any of its subsidiaries whose business constitutes 20 percent or more of the net revenue, net income or assets of Unocal and its subsidiaries, taken as a whole.

	•	furnish information and access, but only in response to a request, to a person making an alternative acquisition proposal to Unocal’s board of directors that was not solicited, initiated or knowingly encouraged by Unocal or any of its affiliates or any director, employee, representative or agent of Unocal or any of its subsidiaries; and
	•	participate in discussions and negotiate with the person making the alternative acquisition proposal.

	•	the Unocal board concludes in good faith, after receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that there is a reasonable likelihood that the alternative acquisition proposal will result in a superior proposal and, taking into account any revised terms proposed by Chevron, that doing so is necessary for the Unocal board to comply with its fiduciary duties to Unocal’s stockholders;
	•	Unocal complies with its obligations to keep Chevron informed as to the details of such offer, to convene and hold the Unocal stockholder meeting and to recommend the approval and adoption of the merger agreement and the merger; and
	•	the Unocal board receives from the person making the alternative acquisition proposal an executed confidentiality agreement whose material confidentiality terms are, in all material respects, no less favorable to Unocal and no less restrictive to the person making the alternative acquisition proposal than those contained in the existing confidentiality agreement between Unocal and Chevron, and any information provided to such person also has been provided or is provided promptly to Chevron.

	•	on terms that Unocal’s board determines, in its good faith judgment (after consultation with, and taking into account the advice of, a financial advisor of nationally recognized reputation and outside legal counsel), taking into account all the terms and conditions of that alternative acquisition proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation, as well as any revisions to the terms of the merger or the merger agreement proposed by Chevron, are more favorable to Unocal and its stockholders than the merger; and

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	•	that constitutes a transaction that is reasonably likely to be consummated on the terms proposed, taking into account all legal, financial, regulatory and other aspects of that proposal.

	•	the Unocal board determines in its good faith judgment, after consulting with outside legal counsel, that failure to withdraw or modify its recommendation would be inconsistent with fulfilling its fiduciary duty to stockholders;
	•	Unocal has given Chevron advance written notice of its decision to withdraw or modify its recommendation, including the reasons for the change and, if the decision relates to an alternative acquisition proposal, the notice specifies the material terms and conditions of that proposal and identifies the person making the proposal;
	•	Unocal has given Chevron the opportunity, for at least three business days after delivery of that notice, to propose revisions to the merger agreement or to make another proposal in response to an alternative acquisition proposal and negotiated in good faith with Chevron with respect to those revisions or that other proposal;
	•	if the withdrawal or modification relates to an alternative acquisition proposal, that proposal is a superior proposal; and
	•	Unocal has complied with its obligations under the no solicitation covenant described above under “No Solicitation.”

	•	amend its charter or bylaws or the Unocal stockholder rights agreement;
	•	adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
	•	issue or sell any of its capital stock or any securities convertible into its capital stock;
	•	effect a stock split, combination or reclassification or declare any dividends, other than regular quarterly cash dividends consistent with past practice and intra-group dividends among Unocal and its subsidiaries;
	•	redeem or repurchase any of its capital stock;
	•	amend the terms of any outstanding options to purchase shares of Unocal common stock or of any outstanding restricted stock, stock units or stock appreciation rights;
	•	make or authorize any capital expenditures in excess of $50 million;

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	•	increase the compensation or benefits of any director, officer or employee or enter into, adopt, extend or renew employment agreements or benefit plans;
	•	acquire a material amount of assets or property, except in the ordinary course consistent with past practice;
	•	sell, lease, license, encumber or otherwise dispose of any material assets or property, except pursuant to existing contracts or commitments or except in the ordinary course consistent with past practice and in no event in an amount in exceeding $50 million in the aggregate;
	•	incur any indebtedness for borrowed money, except for intra-group indebtedness among Unocal and its subsidiaries and additional short-term debt not to exceed $500 million in the aggregate;
	•	guarantee or assume indebtedness for borrowed money, or enter into any “keep well” or other arrangement to maintain any financial condition of another person, other than in the ordinary course consistent with past practice;
	•	modify, amend or terminate any material contract or enter into an agreement that would constitute a material contract, other than in the ordinary course of business consistent with past practice;
	•	settle or compromise any claim, demand, lawsuit or regulatory proceeding in an amount in excess of $20 million or that is otherwise qualitatively material to Unocal (provided that Chevron will not unreasonably withhold its consent to any such settlement or compromise);
	•	change any method of financial accounting or financial accounting practice (except for changes that are not material or are required by concurrent changes in GAAP or applicable law);
	•	enter into any material joint venture, partnership or similar arrangement or make any loan, capital contribution or advance to or investment in any other person, except in the ordinary course consistent with past practice or in an amount not exceeding $10 million;
	•	take any action which would limit Chevron’s or Unocal’s freedom to license, cross-license or otherwise dispose of any of Unocal’s intellectual property;
	•	amend or waive any provisions of any standstill agreement;
	•	except as required by law, make or change any tax election, settle any tax audit or file any amended tax return, in each case, that is reasonably likely to result in an increase to a tax liability, if that increase is material to Unocal and its subsidiaries taken as a whole;
	•	enter into any agreement that limits (other than in an insignificant manner) the ability of Unocal or its subsidiaries or would limit (other than in an insignificant manner) the ability of Chevron or its subsidiaries after the merger to compete in any line of business or geographic area. For this purpose, it is understood that any restriction that by its terms does not extend more than six months beyond the effective time of the merger will be considered insignificant; or
	•	take any action that would prevent, materially delay or materially impede the consummation of the merger.

	•	take all actions and do all things necessary or advisable under the merger agreement and applicable laws to complete the merger and the other transactions contemplated by the merger agreement as soon as practicable, including preparing and filing all necessary regulatory filings; and
	•	obtain as soon as practicable all required regulatory or third-party approvals for consummation of the merger.

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	•	avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the closing, on or before the end date, including defending through litigation on the merits any claim asserted in any court by any person; and
	•	avoid or eliminate every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental authority with respect to the merger so that the closing can occur as soon as reasonably possible. This includes proposing, negotiating, committing to and effecting the sale, divestiture or disposition of businesses, product lines or assets of Chevron, Unocal and their respective subsidiaries; and otherwise taking or committing to take actions that after the closing date would limit Chevron’s or its subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Chevron, Unocal and their subsidiaries, in each case as may be required in order to avoid a government order that would prevent or materially delay the closing.

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	•	for six years after the merger becomes effective, it will cause the surviving corporation to indemnify, to the greatest extent permitted by law as of April 4, 2005, the individuals who on or prior to the effective time of the merger were directors, officers and employees of Unocal or its subsidiaries with respect to all acts or omissions in those capacities occurring prior to the effective time of the merger;
	•	it will cause the surviving corporation to honor all indemnification agreements with the individuals who on or prior to the effective time of the merger were directors, officers and employees in effect as of April 4, 2005; and
	•	for six years after the effective time of the merger, it will provide officers’ and directors’ liability insurance covering acts or omissions occurring prior to the effective time of the merger by each person currently covered by Unocal’s officers’ and directors’ liability insurance policy, on terms no less favorable than the Unocal policy in effect as of April 4, 2005, except that Chevron will be obligated to pay only up to 300 percent of the annual premium paid by Unocal for such insurance as of April 4, 2005.

	•	corporate authorization to enter into the merger agreement and to consummate the transactions contemplated by the merger agreement;
	•	the stockholder vote and governmental approvals required in connection with the contemplated transactions;
	•	absence of any breach of organizational documents, law or certain material agreements as a result of the contemplated transactions;
	•	capitalization;

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	•	ownership of subsidiaries;
	•	filings with the SEC;
	•	financial statements;
	•	accuracy of information provided for inclusion in this proxy statement/ prospectus;
	•	disclosure controls and procedures and internal control over financial reporting;
	•	absence of material changes since December 31, 2004;
	•	absence of defaults and violations;
	•	absence of undisclosed material liabilities;
	•	litigation;
	•	tax matters;
	•	employee benefits matters;
	•	compliance with laws, including the Foreign Corrupt Practices Act of 1977, as amended;
	•	environmental matters;
	•	title to properties;
	•	material contracts and contracts relating to Unocal’s exploration and production operations;
	•	intellectual property;
	•	confidentiality and standstill agreements;
	•	finders’ or advisors’ fees;
	•	inapplicability of the Delaware anti-takeover statute; and
	•	amendment of the Unocal stockholder rights plan to render it inapplicable to the merger.

	•	corporate authorization to enter into the merger agreement and to consummate the transactions contemplated by the merger agreement;
	•	the governmental approvals required in connection with the contemplated transactions;
	•	absence of any breach of organizational documents, law or certain material agreements as a result of the contemplated transactions;
	•	capitalization;
	•	filings with the SEC;
	•	financial statements;
	•	accuracy of information provided for inclusion in this proxy statement/ prospectus;
	•	disclosure controls and procedures and internal control over financial reporting;
	•	absence of material changes since December 31, 2004;
	•	absence of undisclosed material liabilities;
	•	litigation;
	•	compliance with laws;

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	•	tax matters; and
	•	capitalization of Merger Sub.

	•	approval and adoption by the Unocal stockholders of the merger agreement and the merger;
	•	expiration of the HSR Act waiting period;
	•	approval by the European Commission of the contemplated transactions (if applicable);
	•	absence of any legal prohibition on completion of the merger;
	•	Chevron’s registration statement on Form S-4, which includes this proxy statement/ prospectus, being effective and not subject to any stop order by the SEC;
	•	approval for the listing on the New York Stock Exchange of the shares of Chevron common stock to be issued in the merger;
	•	absence of any condition to approval of the merger by the U.S. Federal Trade Commission or the U.S. Department of Justice that would result in or be reasonably likely to result in a substantial detriment;
	•	absence of any proceeding seeking to limit Chevron’s ownership of Unocal or to compel divestiture of assets, in either case that would result in or be reasonably likely to result in a substantial detriment;
	•	absence of any statute, rule or other governmental order applicable to the merger that would result in or be reasonably likely to result in a substantial detriment;
	•	receipt of all material regulatory approvals for the merger on terms that are not reasonably likely to result in a substantial detriment; and
	•	performance in all material respects by the other party of the obligations required to be performed by it at or prior to closing.

	•	accuracy as of closing of the representations and warranties made by the other party to the extent specified in the merger agreement;
	•	receipt by that party of an opinion of counsel to the effect that the merger will qualify as a reorganization under Section 368(a) the Code; and
	•	absence of any event, occurrence, development or state of circumstances which, individually or in the aggregate, would be reasonably likely to have a material adverse effect on the other party.

	•	any changes in general United States or global economic conditions or
	•	any changes affecting the oil and gas industry in general (including changes to commodity prices).

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	•	by mutual written consent of Chevron and Unocal;
	•	by either Chevron or Unocal if:

	–	the merger has not been completed by December 31, 2005 (or if the reason for not closing by December 31, 2005 is that the regulatory conditions specified in the merger agreement have not been satisfied by that date, August 31, 2006) (but neither Chevron nor Unocal can terminate the merger agreement for this reason if its failure to fulfill in any material respect its obligations under the merger agreement has resulted in the failure to complete the merger);
	–	the approval of Unocal stockholders has not been obtained by reason of the failure to obtain the required vote at the Unocal special meeting of stockholders or at any adjournment of that special meeting; or
	–	there is a permanent legal prohibition to closing the merger.

	•	by Chevron if the Unocal board fails to recommend the merger or withdraws or modifies in a manner adverse to Chevron its approval or recommendation of the merger, Unocal breaches its obligation to call the Unocal stockholder meeting or Unocal has materially breached its obligations described above under “No Solicitation” to the material detriment of Chevron.
	•	by Chevron or Unocal if the other party has breached any of its representations, warranties, covenants or obligations under the merger agreement, and that breach would result in the failure to satisfy certain specified closing conditions and is incapable of being cured, or, if capable of being cured, has not been cured within 30 days after the party alleged to have breached receives written notice of the breach.

	•	Chevron terminates the merger agreement because the Unocal board fails to recommend the merger to its stockholders, because the Unocal board otherwise changes or proposes publicly to change its recommendation of the merger to stockholders, because Unocal fails to comply with its obligation to hold the special meeting or to obtain SEC clearance for this proxy statement/ prospectus or because Unocal has materially (and to the material detriment of Chevron) breached its obligations under the merger agreement with respect to non-solicitation of other acquisition proposals as described above;
	•	either Chevron or Unocal terminates the merger agreement because Unocal’s stockholders fail to approve the merger and, prior to the Unocal stockholders’ meeting but after April 4, 2005, an alternative acquisition proposal was made known to Unocal (including any of its agents or representatives) and communicated publicly or to any substantial number of Unocal stockholders or was made directly to Unocal’s stockholders or any person publicly announced an intention (whether or not conditional) to make an alternative acquisition proposal; or

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	•	after April 4, 2005, an alternative acquisition proposal is made known to Unocal (including any of its agents or representatives) and communicated publicly or to any substantial number of Unocal stockholders or is made directly to Unocal’s stockholders by any person, or any person publicly announces an intention (whether or not conditional) to make an alternative acquisition proposal, and after any such event the merger agreement is terminated by either Chevron or Unocal because the merger is not completed by the end date, so long as the Unocal stockholder approval has not been obtained.

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	•	to consider and vote upon a proposal to approve and adopt the merger agreement;
	•	to vote upon an adjournment or postponement of the special meeting, if necessary, to solicit additional proxies; and
	•	to transact any other business as may properly be brought before the special meeting or any adjournment or postponement of the special meeting.

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	•	By Mail. You may vote by signing, dating and returning your proxy card in the enclosed pre-addressed envelope;
	•	By Telephone. You may vote by telephone (from U.S., Puerto Rico and Canada only) using the toll-free number listed on the proxy card. Please have your proxy card in hand when you call. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on [                    ], 2005;
	•	By Internet. You may vote electronically on the Internet, using the web site listed on the proxy card. Please have your proxy card in hand when you log onto the web site. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on [          ], 2005; or
	•	In Person. You may vote in person at the special meeting.

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	•	By Mail. You may vote by signing, dating and returning your proxy card in the enclosed pre-addressed envelope;
	•	By Methods Listed on Proxy Card. Please refer to your voting card or other information forwarded by your bank, broker or other holder of record to determine whether you may vote by telephone or electronically on the Internet, following the instructions on the card or other information provided by the record holder; or
	•	In Person With a Proxy from the Record Holder. A street-name stockholder who wishes to vote at the meeting will need to obtain a legal proxy from his or her bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote in person at the annual meeting.

	•	sending a written notice to the Corporate Secretary of Unocal, 2141 Rosecrans Avenue, Suite 4000, El Segundo, CA 90245, by the close of business on [                    ], 2005, indicating you are revoking your earlier proxy;
	•	completing, signing and timely submitting a new proxy card to the addressee indicated on the pre-addressed envelope enclosed with your initial proxy card by the close of business on [          ], 2005. The latest dated and signed proxy actually received by such addressee before the special meeting will be counted, and any earlier proxies will be considered revoked; or
	•	attending the special meeting and voting in person.

	•	subsequently recording a different vote by telephone or Internet;
	•	signing and returning a proxy card after your last telephone or Internet vote; or
	•	attending the special meeting and voting in person.

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		Unocal Stockholder Rights		Chevron Stockholder Rights
Authorized Capital Stock		Unocal’s certificate of incorporation authorizes Unocal to issue 850,000,000 shares consisting of 750,000,000 shares of common stock and 100,000,000 shares of preferred stock.		Chevron’s certificate of incorporation authorizes Chevron to issue 4,100,000,000 shares consisting of 4,000,000,000 shares of common stock and 100,000,000 shares of preferred stock.
		Unocal’s board of directors has the authority to issue one or more series of preferred stock, having terms designated by Unocal’s board. As of December 31, 2004, there were 263,189,748 shares of common stock and no shares of preferred stock outstanding.		Chevron’s board of directors has the authority to issue one or more series of preferred stock, having terms designated by Chevron’s board. As of December 31, 2004, there were 2,274,032,014 shares of common stock and no shares of preferred stock outstanding.
		Unocal’s common stock is listed on the New York Stock Exchange.		Chevron’s common stock is listed on the New York Stock Exchange and the Pacific Exchange.
Voting Rights		Each share of Unocal’s common stock entitles its holder to one vote on all matters on which stockholders are entitled to vote.		Each share of Chevron’s common stock entitles its holder to one vote on all matters on which stockholders are entitled to vote.
Conversion Rights		Unocal common stock is not subject to any conversion rights.		Chevron common stock is not subject to any conversion rights.
Stockholder Proposals		Unocal’s bylaws provide that any stockholder who intends to bring a matter before the stockholders’ meeting must deliver written notice of his or her intent to do so to Unocal’s secretary. For an annual meeting, the secretary must receive the notice no later than 90 days prior to the meeting, unless there has been an amendment to the bylaws since the last annual meeting changing the date of the annual meeting, in which case the notice must be delivered no later than 90 days prior to the meeting or the tenth day following the date of public disclosure of the new meeting date. See the subsection entitled “Nomination of Directors” below for more information.		Chevron’s bylaws do not contain advance notice provisions for stockholder proposals. Chevron’s restated certificate of incorporation, however, precludes taking action on any proposal at a stockholder meeting that is not included in the proxy statement for that meeting (unless this requirement is waived by the board of directors). In practice, this means that stockholder proposals must comply with the submission standards under federal proxy rules and must be submitted to Chevron consistent with the company’s deadline set forth in the proxy statement for the prior year’s annual meeting of stockholders.

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		Unocal Stockholder Rights		Chevron Stockholder Rights
		In any case, the business must be a proper matter for stockholder action and the notice must include: • a brief description of each matter desired to be brought before the meeting; • the name and address of the proposing stockholder (if the stockholder is a holder of record, they must be as in Unocal’s stock ownership records); • the class and number of shares of Unocal that are beneficially owned by the stockholder presenting the proposed business (and if the stockholder is not a holder of record, proof of beneficial ownership); • a description of any material interest of the proponent in the business being brought; and • a statement as to whether the proponent intends to deliver a proxy statement and a form of proxy to a sufficient number of stockholders.
Nomination of Directors		Unocal’s bylaws provide that a Unocal stockholder may nominate one or more persons for election as directors at an annual or special meeting called for the election of directors, but only if the stockholder delivers written notice of his or her intent to make the nomination to Unocal’s secretary. The timing requirements for receiving the notice are similar to those for receiving notice of stockholder proposals described above. The notice must include: • such information concerning each nominee as would be required under SEC rules to be included in a proxy statement soliciting proxies for the election of the nominee as a director; and • a written and signed consent of each nominee to serve as a Unocal director if elected. In addition, if the number of directors to be elected to the board of directors is increased and there is no public announcement naming all of the		Chevron’s board of directors proposes a slate of nominees for director each year. Chevron’s Nominating and Governance Committee identifies, investigates and recommends prospective directors to the board. Stockholders may recommend a nominee by writing to the corporate secretary, specifying the nominee’s name and qualifications for board membership. All recommendations are brought to the attention of the Nominating and Governance Committee.

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		Unocal Stockholder Rights		Chevron Stockholder Rights
		nominees for director or specifying the size of the increased board of directors at least 100 days prior to the annual meeting, a stockholder’s notice will be deemed to be timely received, but only with respect to the nominees for any new positions created by such increase, if it is delivered on or prior to the tenth day following the date of public disclosure of the meeting date. For a special meeting, nominations of persons to be elected to the board of directors by or at the direction of the board of directors or a nominating stockholder must be made by notice to the secretary no later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the date of public disclosure of the meeting date.
Advance Notice of Stockholder Meetings		Unocal’s bylaws provide that written notice of meetings shall be given to stockholders not less than 10 or more than 60 days prior to the meeting.		Chevron’s certificate of incorporation provides that written notice of meetings shall be given to stockholders not less than 30 days prior to the meeting, together with a proxy statement.
Calling Special Meetings of Stockholders		Unocal’s restated certificate of incorporation provides that a special meeting of stockholders can be called at any time by the board, or by a majority of the board, or by a committee of the board duly designated by the board as provided in a resolution of the board.		Chevron’s bylaws provide that a special meeting of stockholders may be called by the board or the chairman of the board, and shall be called by the chairman of the board or the secretary at the request in writing of at least one third of the members of the board.
Quorum		Unocal’s bylaws provide that the holders of one-third of the outstanding shares of stock entitled to vote shall constitute a quorum for transacting business at a meeting of stockholders.		Chevron’s bylaws provide that a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for action at a meeting of stockholders.
Number of Directors		Unocal’s bylaws provide that the number of directors shall be 10 and the Unocal certificate of incorporation provides that any by-law amendment increasing or reducing the authorized number of directors must be adopted by the affirmative vote of not less than 75% of the directors. Unocal’s board currently consists of 10 directors.		Chevron’s bylaws provide that the number of directors will be determined by resolution of the board approved by at least a majority of the directors then in office. Chevron’s board currently consists of 12 directors.

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		Unocal Stockholder Rights		Chevron Stockholder Rights
Classification of Board of Directors		Unocal’s restated certificate of incorporation and bylaws provide that Unocal’s board of directors is to be divided into three classes, with the classes having an equal or near equal number of directors and the directors of each class entitled to serve for three-year terms. Unocal’s board of directors currently has three outstanding classes, two composed of three members and one composed of four members.		Chevron does not have a classified board. Chevron’s bylaws require that all directors be elected at each annual meeting of stockholders for a term of one year.
Removal of Directors		Neither Unocal’s bylaws nor its restated certificate of incorporation contains any express provisions with respect to the removal of directors; however, Delaware law provides that directors of a corporation with a classified board may only be removed for cause.		Chevron stockholders may remove directors with or without cause by the affirmative vote of the majority of stockholders entitled to vote in the election of directors.
Filling of Board Vacancies		Unocal’s bylaws provide that any vacancy occurring on the board of directors may be filled by a majority of the remaining directors or by a sole remaining director, each such director to hold office until a successor is elected at an annual or special meeting of the stockholders.		Chevron’s bylaws provide that any vacancy occurring on the board of directors may be filled by a majority of the directors then in office, each such director to hold office until a successor is elected at an annual or special meeting of the stockholders.
Action by Written Consent		Unocal’s restated certificate of incorporation provides that no action of stockholders may be taken by written consent without a meeting.		Chevron’s restated certificate of incorporation provides that action which may be taken at an annual or special meeting and which requires the approval of at least a majority of • the voting power of the securities present at the meeting and entitled to vote on the action, or • the shares of common stock present at the meeting, may not be taken except by vote at a meeting.

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		Unocal Stockholder Rights		Chevron Stockholder Rights
Amendment of Certificate of Incorporation		The affirmative vote of at least 75% of the voting power of Unocal’s outstanding voting stock is required to amend various provisions of the Unocal restated certificate of incorporation, including provisions relating to • the adoption, amendment or repeal of bylaws, • the classified board, • business combinations, • actions by stockholders by written consent without a meeting, • the call of special meetings, and • amendments to the restated certificate of incorporation.		The affirmative vote of at least two-thirds of the voting power of Chevron’s outstanding voting stock is required to amend various provisions of the Chevron restated certificate of incorporation, including provisions relating to • prior notice of stockholders’ meetings, and • the fairness committee.
Amendment of Bylaws		Unocal’s bylaws may be amended by a vote of 75% of the outstanding stock entitled to vote or by the board of directors. However, any bylaw amendment by the board of directors regarding an increase or decrease to the number of directors or regarding the amendment of bylaws requires a resolution adopted by at least 75% of the directors.		Chevron’s bylaws may be amended by the affirmative vote of the holders of a majority of the outstanding shares of common stock, or by a resolution of the board approved by at least a majority of the directors then in office. However, special restrictions apply to the amendment of the bylaw provisions governing change in control benefit protection.
Stockholder Rights Plan		Unocal’s stockholder rights plan grants stockholders one preferred stock purchase right for each share of common stock held. Ten business days after a public announcement that a person has acquired beneficial ownership of 15% or more of Unocal’s common stock or the commencement of a tender offer that, if successful, would result in such an acquisition, each purchase right will become exercisable and entitle its holder to purchase from Unocal that number of shares of Unocal’s common stock having a market value equal to twice the $180 exercise price of the right. However, Unocal’s stockholder rights plan has been amended so that it will not apply to the merger.		Chevron does not currently have a stockholder rights plan.

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		Unocal Stockholder Rights		Chevron Stockholder Rights
Certain Business Combinations		Unocal’s restated certificate of incorporation requires the affirmative vote of not less than 75% of the outstanding shares of Unocal’s voting stock to approve any of the following: • mergers or consolidations with a “related corporation” (as described below); • a sale or exchange of all or a substantial part of Unocal’s assets to or with a related corporation; or • the issuance or delivery of Unocal stock or other Unocal securities in exchange for any properties or assets of or securities issued by a related corporation, or in a merger of any affiliate of Unocal with or into a related corporation or its affiliates. For this purpose, a “related corporation” means any corporation that owns, together with its affiliates, more than 10% of the voting power of Unocal’s outstanding voting stock. The above 75% stockholder voting requirement does not apply: • if the transaction was approved by 75% of the directors prior to the related corporation’s acquisition of more than 10% of the total voting power of Unocal’s outstanding voting stock; or • to any transaction between Unocal and any corporation of which Unocal owns more than 50% or more of the voting stock.		Chevron’s restated certificate of incorporation provides that a fairness committee of the board of directors will be established during any period of the existence of a 10% stockholder. The fairness committee will consist of all directors serving at the time any such stockholder becomes a 10% stockholder. The fairness committee will look into the fairness to the corporation and its stockholders of transactions the committee deems “extraordinary,” which may include mergers or liquidations, transactions with major stockholders, major asset sales or recapitalizations. The fairness committee may require that the corporation’s stockholders ratify such an extraordinary transaction by the affirmative vote of two- thirds of the shares of outstanding common stock or a majority of the outstanding shares of common stock, excluding shares held by the 10% stockholder.

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	1.	Annual Report on Form 10-K for the year ended December 31, 2004.
	2.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
	3.	Current Reports on Form 8-K filed April 4, April 7, April 28 and May 10, 2005.
	4.	The description of Chevron’s common stock contained in Chevron’s Current Reports on Form 8-K dated November 1, 2001 and November 19, 2002.

	1.	Annual Report on Form 10-K for the year ended December 31, 2004, except for Items 6, 7 and 8, which are superseded by the Current Report on Form 8-K dated May 26, 2005.
	2.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
	3.	Current Reports on Form 8-K filed on March 31, April 4, April 7, May 10, May 24 and May 26, 2005.
	4.	The description of Unocal’s common stock, $1.00 par value per share, excluding that of the associated Preferred Stock Purchase Rights, set forth under the caption “Description of the Common Stock,” included in the prospectus dated September 25, 1998, of Union Oil Company of California and Unocal (File Nos. 333-58415 and 333-58415-01).
	5.	Rights Agreement, dated as of January 5, 2000, between Unocal and Mellon Investor Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4 to Unocal’s Current Report on Form 8-K dated January 5, 2000, File No. 1-8483), as amended by (1) Amendment to Rights Agreement, dated as of March 27, 2002 (incorporated by reference to Exhibit 10 to Unocal’s Current Report on Form 8-K dated March 27, 2002, File No. 1-8483); (2) Amendment No. 2 to

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		Rights Agreement, dated as of August 2, 2002 (incorporated by reference to Exhibit 10 to Unocal’s Current Report on Form 8-K dated August 2, 2002, File No. 1-8483); (3) Amendment No. 3 to Rights Agreement, dated as of April 1, 2003 (incorporated by reference to Exhibit 10.1 to Unocal’s Current Report on Form 10-Q for the quarter ended March 31, 2003, File No. 1-8483) and (4) Amendment No. 4 to Rights Agreement, dated as of April 4, 2005 (incorporated by reference to Exhibit 4.2 to Unocal’s Form 8-A/A for Registration of Certain Classes of Securities Pursuant to Section 12(b) dated April 7, 2005, File No. 1-8483).

Unocal Corporation		Chevron Corporation
Unocal Stockholder Services 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 (800) 252-2233		Chevron Comptroller’s Department 6001 Bollinger Canyon Road — A3201 San Ramon, CA 94583-2324 (925) 842-1000

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						Page
ARTICLE I  The Merger							A-1
	Section 1.1			The Merger			A-1
	Section 1.2			Certificate of Incorporation and Bylaws of the Surviving Corporation			A-2
	Section 1.3			Directors and Officers of the Surviving Corporation			A-2
	Section 1.4			Effect on Capital Stock			A-2
	Section 1.5			Election Procedures			A-3
	Section 1.6			Dissenting Shares			A-4
	Section 1.7			Stock Options and Equity Awards			A-5
	Section 1.8			Shares Held by Company Affiliates			A-6
ARTICLE II  Exchange of Certificates							A-6
	Section 2.1			Surrender and Payment			A-6
	Section 2.2			Fractional Shares			A-8
	Section 2.3			Lost Certificates			A-8
	Section 2.4			Withholding Rights			A-8
ARTICLE III  Representations and Warranties of the Company							A-9
	Section 3.1			Corporate Existence and Power			A-9
	Section 3.2			Corporate Authorization			A-9
	Section 3.3			Governmental Authorization			A-9
	Section 3.4			Non-Contravention			A-10
	Section 3.5			Capitalization			A-10
	Section 3.6			Subsidiaries			A-11
	Section 3.7			Commission Filings			A-12
	Section 3.8			Financial Statements			A-12
	Section 3.9			Disclosure Documents			A-12
	Section  3.10			Controls and Procedures			A-13
	Section  3.11			Absence of Certain Changes			A-14
	Section  3.12			No Default			A-15
	Section  3.13			No Undisclosed Material Liabilities			A-15
	Section  3.14			Litigation			A-15
	Section  3.15			Taxes			A-15
	Section  3.16			Employee Benefit Plans; Employment			A-16
	Section  3.17			Compliance with Laws			A-18
	Section  3.18			Certain Business Practices			A-18
	Section  3.19			Environmental Matters			A-18
	Section  3.20			Title to Properties			A-18
	Section  3.21			Hydrocarbon Contracts			A-19
	Section  3.22			Material Contracts			A-19
	Section  3.23			Intellectual Property			A-19
	Section  3.24			Confidentiality and Other Agreements			A-20
	Section  3.25			Brokers; Financial Advisors			A-20
	Section  3.26			Opinion of Financial Advisor			A-20
	Section  3.27			Takeover Statutes			A-20
	Section  3.28			Stockholder Rights Plan			A-20
ARTICLE IV  Representations and Warranties of Parent and Merger Subsidiary							A-20
	Section 4.1			Corporate Existence and Power			A-21
	Section 4.2			Corporate Authorization			A-21
	Section 4.3			Governmental Authorization			A-21
	Section 4.4			Non-Contravention			A-21

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						Page
	Section 4.5			Capitalization			A-22
	Section 4.6			Commission Filings			A-22
	Section 4.7			Financial Statements			A-23
	Section 4.8			Disclosure Documents			A-23
	Section 4.9			Controls and Procedures			A-23
	Section  4.10			Absence of Certain Changes			A-24
	Section  4.11			No Undisclosed Material Liabilities			A-25
	Section  4.12			Litigation			A-25
	Section  4.13			Compliance with Laws			A-25
	Section  4.14			Tax Treatment			A-25
	Section  4.15			Capitalization of Merger Subsidiary			A-25
ARTICLE V  Covenants of the Company							A-25
	Section 5.1			Conduct of the Company			A-25
	Section 5.2			Company Stockholder Meeting; Proxy Material			A-28
	Section 5.3			Resignation of Company Directors			A-30
	Section 5.4			Other Actions			A-30
ARTICLE VI  Covenants of Parent							A-30
	Section 6.1			Obligations of Merger Subsidiary			A-30
	Section 6.2			Director and Officer Liability			A-30
	Section 6.3			Form S-4			A-30
	Section 6.4			Stock Exchange Listing			A-30
	Section 6.5			Employee Benefits			A-31
ARTICLE VII  Covenants of Parent and the Company							A-32
	Section 7.1			Best Efforts			A-32
	Section 7.2			Certain Filings			A-33
	Section 7.3			Access to Information			A-34
	Section 7.4			Tax Treatment			A-34
	Section 7.5			Public Announcements			A-34
	Section 7.6			Further Assurances			A-34
	Section 7.7			Notices of Certain Events			A-34
	Section 7.8			Affiliates			A-34
	Section 7.9			No Solicitation			A-35
	Section  7.10			Takeover Statutes			A-36
	Section  7.11			Section 16(b)			A-37
ARTICLE VIII  Conditions to the Merger							A-37
	Section 8.1			Conditions to the Obligations of Each Party			A-37
	Section 8.2			Conditions to the Obligations of Parent and Merger Subsidiary			A-38
	Section 8.3			Conditions to the Obligations of the Company			A-38
ARTICLE IX  Termination							A-39
	Section 9.1			Termination			A-39
	Section 9.2			Effect of Termination			A-40
ARTICLE X  Miscellaneous							A-40
	Section  10.1			Notices			A-40
	Section  10.2			Non-Survival of Representations and Warranties			A-41
	Section  10.3			Amendments; No Waivers			A-41
	Section  10.4			Expenses			A-41
	Section  10.5			Company Termination Fee			A-41
	Section  10.6			Successors and Assigns			A-42
	Section  10.7			Governing Law			A-42

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						Page
	Section  10.8			Enforcement; Jurisdiction			A-42
	Section  10.9			Waiver of Jury Trial			A-42
	Section  10.10			Counterparts; Effectiveness			A-42
	Section  10.11			Entire Agreement			A-42
	Section  10.12			Captions			A-42
	Section  10.13			Severability			A-42

Exhibit A — Form of Certificate of Incorporation of Merger Subsidiary
Exhibit B — Form of Affiliate’s Rule 145 Letter

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Table of Contents

		Section
2005 Pro Rata Bonus		6.5(e)
2006 Pro Rata Bonus		6.5(e)
Acquisition Proposal		7.9(b)
Affected Employees		6.5(b)
Affected Retirees		6.5(b)
Affiliate Agreement		7.8(a)
Agreement		Preamble
Anti-Discrimination Laws		3.16(j)
Antitrust Laws		7.1(b)(ii)
Available Cash Election Amount		1.4(a)(ii)
Book-Entry Shares		2.1(a)
Cancelled Shares		1.4(d)
Cash Election		1.4(a)(ii)
Cash Election Amount		1.4(a)(ii)
Cash Election Share		1.4(a)(ii)
Cash Fraction		1.4(a)(ii)
CERCLA		3.19(b)
Certificate		1.4(b)
Change in Control		6.5(a)
Change in the Company Recommendation		5.2(a)
Closing		1.1(d)
Closing Date		1.1(d)
Code		Recitals
Commission		1.7(c)
Common Shares Trust		2.2(b)
Company		Preamble
Company 10-K		3.7(a)
Company Award		1.7(b)
Company Award Plans		1.7(b)
Company Balance Sheet		3.8
Company Balance Sheet Date		3.8
Company Benefit Plans		3.16(a)
Company By-laws		3.1
Company Capital Stock		3.5
Company Charter		3.1
Company Commission Documents		3.7(a)
Company Common Stock		3.5
Company Disclosure Schedules		Article 3
Company Intellectual Property		3.23(a)
Company Material Adverse Effect		3.1
Company Material Contracts		3.22
Company Pension Plan		3.16(e)
Company Phantom Stock Option		1.7(a)
Company Preferred Stock		3.5

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		Section
Company Proxy Statement		3.9(a)
Company Recommendation		5.2(f)
Company Rights		3.5
Company Rights Agreement		3.5
Company Securities		3.5
Company Stock Option		1.7(a)
Company Stock Option Plans		1.7(a)
Company Stockholder Approval		3.2(a)
Company Stockholder Meeting		5.2(f)
Company Subsidiary Securities		3.6(b)
Confidentiality Agreement		7.3
DGCL		1.1(a)
Dissenting Share		1.6
EC Merger Regulation		3.3
Effective Time		1.1(b)
Electing Stockholder		2.1(a)
Election Deadline		1.5(b)
Election Form		1.5(a)
Election Form Record Date		1.5(a)
End Date		9.1(b)(i)
Environmental Laws		3.19(b)
ERISA		3.16(a)
ERISA Affiliate		3.16(d)
Excess Shares		2.2(a)
Exchange Act		3.3
Exchange Agent		2.1(a)
Exchange Ratio		1.4(a)(iii)
Financial Advisor		3.25
Foreign Company Benefit Plan		3.16(a)
Form S-4		4.8(a)
GAAP		3.8
Hazardous Substance		3.19(b)
HSR Act		3.3
Hydrocarbon Contract		3.21(a)
Hydrocarbons		3.21(a)
Indemnitees		6.2(a)
Intellectual Property		3.23(a)
Knowledge		3.10(e)
Lien		3.4
Mailing Date		1.5(a)
Merger		1.1(a)
Merger Consideration		1.4(a)
Merger Subsidiary		Preamble
Mixed Consideration Election Share		1.4(a)(i)
Mixed Election		1.4(a)(i)
Mixed Election Stock Exchange Ratio		1.4(a)(i)

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		Section
No Election Shares		1.5(b)
NYSE		2.2(a)
Parent		Preamble
Parent 10-K		4.6(a)
Parent Balance Sheet		4.7
Parent Balance Sheet Date		4.7
Parent Commission Documents		4.6(a)
Parent Common Stock		4.5
Parent Disclosure Schedules		Article IV
Parent Material Adverse Effect		4.1
Parent Securities		4.5
Per Share Cash Amount		1.4(a)(i)
Per Share Cash Election Consideration		1.4(a)(ii)
Per Share Mixed Consideration		1.4(a)(i)
Person		2.1(c)
RCRA		3.19(b)
Release		3.19(b)
RFG Patents		3.23(a)
Sarbanes-Oxley Act		3.10(a)
Securities Act		3.3
Significant Subsidiaries		3.6(a)
Stock Award Exchange Ratio		1.7(a)
Stock Consideration		1.4(a)(iii)
Stock Election		1.4(a)(iii)
Stock Election Share		1.4(a)(iii)
Subsidiary		3.6(a)
Substantial Detriment		7.1(c)
Superior Proposal		7.9(b)
Surviving Corporation		1.1(a)
Tax Returns		3.15
Taxes		3.15

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	(i) Each share of Company Common Stock with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been effectively made and not revoked or lost pursuant to Section 2.1 (each, a “Mixed Consideration Election Share”) and each No Election Share (as that term is defined in Section 1.5(b) hereof) shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Per Share Mixed Consideration”) of (x) $16.25 in cash (the “Per Share Cash Amount”) and (y) 0.7725 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”), subject to adjustment in accordance with Section 1.4(c);
	(ii) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.1 (each, a “Cash Election Share”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $65.00 in cash without interest (the “Per Share Cash Election Consideration”); if, however, (A) the product of the number of Cash Election Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Election Shares (provided that No Election Shares shall be deemed to be Mixed Consideration Election Shares for purposes of this Section 1.4(a)(ii)) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Election Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction;
	(iii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) is properly made and not revoked or lost pursuant to Section 2.1

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(each, a “Stock Election Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into the right to receive 1.03 shares (the “Exchange Ratio”) of validly issued, fully paid and non-assessable shares of Parent Common Stock, subject to adjustment in accordance with Section 1.4(c) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.2, the “Stock Consideration”); provided however, if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Election Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Election Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common stock equal to the product of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration.

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	(a) any event, occurrence, change or development of a state of circumstances or facts which, individually or in the aggregate, has had, or would be reasonably likely to have, a Company Material Adverse Effect;
	(b) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company (other than the Company’s regular quarterly cash dividend and dividends or distributions by any direct or indirect wholly-owned Subsidiary to the Company or any wholly-owned Subsidiary of the Company, and except for dividends or distributions by other Subsidiaries of the Company for which the portion of such dividends or distributions not payable to a direct or indirect wholly-owned Subsidiary of the Company did not exceed $10,000,000 in value in the aggregate for all such dividends and distributions), or any repurchase, redemption or other acquisition by the Company or any of its wholly-owned Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Significant Subsidiaries (other than (i) any such repurchases prior to the date hereof pursuant to the Company’s publicly announced stock buyback program or, after the date hereof, as permitted under Section 5.1(e) or pursuant to the terms of Company Stock Options and Company Awards, in each case subject to Section 7.4), and (ii) any such transaction solely among the Company and its wholly-owned Subsidiaries or solely among the Company’s wholly-owned Subsidiaries;
	(c) any amendment of any material term of any outstanding security of the Company or any of its Significant Subsidiaries (other than wholly-owned Subsidiaries);
	(d) to the knowledge of the Company’s Management Committee, any transaction or commitment made, or any contract, agreement or settlement entered into, by (or judgment, order or decree affecting) the Company or any of its Subsidiaries relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any of its Subsidiaries of any contract or other right, in either case, material to the Company and its Subsidiaries taken as a whole, other than transactions, commitments, contracts, agreements or settlements (including without limitation settlements of litigation and tax proceedings) in the ordinary course of business consistent with past practice, those expressly permitted by this Agreement, or as agreed to in writing by Parent;
	(e) any change in any method of financial accounting or financial accounting practice (other than any change for tax purposes) by the Company or any of its Subsidiaries, except for any such change which is not material or which is required by reason of a concurrent change in GAAP or applicable law;
	(f) any (i) grant of any severance or termination pay to (or amendment to any such existing arrangement with) any director, officer or employee of the Company or any of its Subsidiaries, other than in accordance with existing plans and policies, (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any of its Subsidiaries, other than in accordance with existing plans and policies, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in (or amendments to the terms of) compensation, bonus or other benefits payable to directors, officers or employees of the Company or any of its Subsidiaries, other than increases made in the ordinary course of business with respect to employees other than executives; or
	(g) any (i) Tax election made or changed, (ii) Tax audit settled, or (iii) amended Tax Return filed, in each case, that is reasonably likely to result in an increase to a Tax liability, which increase is material to the Company and its Subsidiaries, taken as a whole.

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	(a) liabilities disclosed or provided for in the Company Balance Sheet or in the notes thereto;
	(b) liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and which, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect;
	(c) liabilities disclosed in the Company Commission Documents filed prior to the date of this Agreement;
	(d) liabilities or obligations that have been discharged or paid in full in the ordinary course of business; and
	(e) liabilities under this Agreement.

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	(a) any event, occurrence, change or development of a state of circumstances or facts which, individually or in the aggregate, has had, or would be reasonably likely to have, a Parent Material Adverse Effect; or
	(b) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parent (other than regular quarterly cash dividends payable by Parent (x) consistent with past practice (including periodic dividend increases consistent with past practice) and (y) that are not special dividends), or any repurchase, redemption or other acquisition by Parent or any of its wholly-owned Subsidiaries of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent or any of its Significant Subsidiaries (other than (i) any such repurchases prior to the date hereof pursuant to Parent’s publicly announced stock buyback program or, after the date hereof, or pursuant to the terms of employee and director stock options and (ii) any such

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	transaction solely among Parent and its wholly-owned Subsidiaries or solely among Parent’s wholly-owned Subsidiaries);
	(c) any change prior to the date hereof in any method of financial accounting or financial accounting practice by Parent or any of its Subsidiaries, except for any such change which is not material or which is required by reason of a concurrent change in GAAP or by applicable law; or
	(d) any (i) Tax election made or changed, (ii) Tax audit settled, or (iii) amended Tax Return filed, in each case, that is reasonably likely to result in an increase to a Tax liability, which increase is material to Parent and its Subsidiaries, taken as a whole.

	(a) liabilities disclosed or provided for in the Parent Balance Sheet or in the notes thereto;
	(b) liabilities incurred since the Parent Balance Sheet Date in the ordinary course of business consistent with past practice and which, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect;
	(c) liabilities disclosed in the Parent Commission Documents filed prior to the date of this Agreement;
	(d) liabilities or obligations that have been discharged or paid in full in the ordinary course of business; and
	(e) liabilities under this Agreement.

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	(a) the Company will not, and will not permit any of its Subsidiaries to, adopt or propose any change in its certificate of incorporation or by-laws, or amend or waive any provision of the Company Rights Agreement;
	(b) the Company will not, and will not permit any Subsidiary of the Company to, adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries;
	(c) the Company will not, and will not permit any Subsidiary of the Company to, issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of any class or series of the Company or its Subsidiaries other than (i) issuances pursuant to the exercise of convertible securities outstanding on the date hereof or issuances pursuant to stock based awards or options that are outstanding on the date hereof and are reflected in Section 3.5 or are granted in accordance with clause 5.1(c), (ii) if the Effective Time occurs in 2006, grants to be made in 2006 in accordance with the Company’s customary schedule in accordance with past practice and (iii) grants made to directors of the Company and newly hired and promoted employees in the ordinary course of business in accordance with past practice;
	(d) the Company will not, and will not permit any Subsidiary of the Company to, (i) split, combine, subdivide or reclassify its outstanding shares of capital stock, or (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock other than (x) regular quarterly cash dividends payable by the Company or such Subsidiary consistent with past practice, but not including any special dividend or (y) dividends paid by any Subsidiary of the Company to the Company or any wholly-owned Subsidiary of the Company;
	(e) the Company will not, and will not permit any Subsidiary of the Company to, redeem, purchase or otherwise acquire directly or indirectly any of the Company’s or any Subsidiary’s capital stock, except for repurchases, redemptions or acquisitions (x) required by the terms of its capital stock or any securities outstanding on the date hereof, (y) required by or in connection with the respective terms, as of the date hereof, of any Company Stock Option Plan or any dividend reinvestment plan as in effect on the date hereof in the ordinary course of the operations of such plan consistent with past practice and only to the extent consistent with Section 7.4 or (z) effected in the ordinary course consistent with past practice and only to the extent consistent with Section 7.4;
	(f) the Company will not amend the terms (including the terms relating to accelerating the vesting or lapse of repurchase rights or obligations) of any outstanding options to purchase shares of Company Common Stock or of any outstanding restricted stock, stock units or stock appreciation rights (which, it is understood, will not limit the administration of the relevant plans in accordance with past practices and interpretations of the Company’s Board and the Company’s Compensation Committee to the extent consistent with Section 7.4);
	(g) except (A) as consistent with the capital budgets set forth in Section 5.1(g) of the Company Disclosure Schedules or (B) if the Effective Time occurs in 2006, with respect to capital expenditures in future periods that are not covered by such capital budgets, as based on a reasonable extrapolation of permissible expenditures for the capital budgets set forth in Section 5.1(g) of the Company Disclosure Schedules, the Company will not, and will not permit any Subsidiary of the Company to, make or authorize any capital expenditure in excess of $50 million;

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	(h) the Company will not, and will not permit any Subsidiary of the Company to, (1) increase the compensation or benefits of any director, officer or employee, except for normal increases in the ordinary course of business consistent with past practice or as required under applicable law or any Company Benefit Plan existing on the date hereof, or (2)(i) enter into, (ii) adopt, (iii) extend or renew (with respect to clause (iii) only, for a term in excess of one year) (or waive or amend any performance or vesting criteria or accelerate funding under) any employment, change in control, severance, bonus, profit sharing, retirement, restricted stock, stock option, deferred compensation or other director, executive or employee benefit plan, policy, agreement or arrangement except as required by applicable law or the terms of an agreement or arrangement existing on the date hereof or, with respect to individual non-U.S. payroll employees, in the ordinary course of business consistent with past practice or as required by applicable law;
	(i) the Company will not, and will not permit any of its Subsidiaries to, acquire a material amount of assets or property (as measured with respect to the consolidated assets of the Company and its Subsidiaries taken as a whole) of any other Person (other than the Company or a wholly-owned Subsidiary of the Company), except in the ordinary course of business consistent with past practice;
	(j) except as expressly permitted by Section 7.1, the Company will not, and will not permit any of its Subsidiaries to, sell, lease, license, encumber (including by the grant of any option thereon) or otherwise dispose of any material assets or property except pursuant to existing contracts or commitments or except in the ordinary course of business consistent with past practice and in no event in an amount exceeding $50 million in the aggregate;
	(k) the Company will not, and will not permit any of its Subsidiaries to, incur any indebtedness for borrowed money (other than (i) any such indebtedness among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries or (ii) additional short-term debt not to exceed $500,000,000 in the aggregate) or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any such indebtedness of another Person, enter into any “keep well” or other agreement to maintain any financial condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, in each case other than in the ordinary course of business, consistent with past practice;
	(l) the Company will not, and will not permit any of its Subsidiaries to, (i) modify, amend, terminate or waive any material rights under any Company Material Contract or (ii) enter into any agreement that would constitute a Company Material Contract if entered into as of the date of this Agreement other than (with respect to clause (ii)) in the ordinary course of business, consistent with past practice;
	(m) the Company will not, and will not permit any of its Subsidiaries to, settle or compromise any claim, demand, lawsuit or state or federal regulatory proceeding, whether now pending or hereafter made or brought, or waive, release or assign any rights or claims, in any such case in an amount in excess of $20 million or that is otherwise qualitatively material to the Company, provided that Parent will not unreasonably withhold its consent to any such settlement or compromise;
	(n) except for any such change which is not material or which is required by reason of a concurrent change in GAAP or applicable law, the Company will not, and will not permit any Subsidiary of the Company to, change any method of financial accounting or financial accounting practice (other than any change for tax purposes) used by it;
	(o) the Company will not, and will not permit any Subsidiary of the Company to, enter into any material joint venture, partnership or other similar arrangement or make any loan, capital contribution or advance to or investment in any other Person (other than the Company or any wholly-owned Subsidiary of the Company) other than in the ordinary course of business, consistent with past practice or in an amount not exceeding $10 million;

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	(p) the Company will not, and will not permit any of its Subsidiaries to, take any action which would limit Parent’s or the Company’s freedom to license, cross-license or otherwise dispose of any Company Intellectual Property;
	(q) the Company will not amend or waive any provisions of any standstill agreement;
	(r) except as required by Law, the Company will not (i) make or change any Tax election, (ii) settle any Tax audit or (iii) file any amended Tax Return, in each case, that is reasonably likely to result in an increase to a Tax liability, which increase is material to the Company and its Subsidiaries, taken as a whole;
	(s) except as contemplated by Section 7.1, the Company will not, and will not permit any of its Subsidiaries to, enter into any agreement that limits (other than in an insignificant manner) the ability of the Company or any Subsidiary of the Company, or would limit (other than in an insignificant manner) the ability of Parent or any Subsidiary of Parent after the Effective Time, to compete in or conduct any line of business or compete with any Person in any geographic area or during any period, it being understood that any restriction that by its terms does not extend more than six (6) months beyond the Effective Time shall be deemed to be insignificant;
	(t) the Company will not, and will not permit any of its Subsidiaries to, take any action that would prevent, materially delay or materially impede the consummation of the Merger; and
	(u) the Company will not, and will not permit any of its Subsidiaries to, agree or commit to do any of the foregoing.

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	(i) each use its best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the End Date (as defined in Section 9.1(b)(i)), including without limitation defending through litigation on the merits any claim asserted in any court by any Person; and
	(ii) each use its best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental authority with respect to the Merger (collectively, “Antitrust Laws”) so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Parent, the Company and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the Closing Date would limit Parent or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent, the Company and their respective Subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. Parent and, if requested by Parent, the Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Parent or Parent’s Subsidiaries’ ability to retain, any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 7.1, in connection with any filing or submission required, action to be taken or commitment to be made by Parent, the Company or any of their respective Subsidiaries to consummate the Merger or other transactions contemplated by this Agreement, neither the Company nor any of the Company’s Subsidiaries shall, without Parent’s prior written consent, sell, divest, or dispose of any assets, license any Company Intellectual Property, commit to any sale, divestiture or disposal of businesses, product lines or assets of the Company and the Company’s Subsidiaries or any license of Company Intellectual Property or take any other action or commit to take any action that would limit the Company’s, Parent’s or any of their respective Subsidiaries’ freedom of action with respect to, or their ability to retain any of, their businesses, product lines or assets or Company Intellectual Property; provided that the foregoing shall not relieve any party of its obligations under this Agreement.

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	(i) Any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
	(ii) Any notice or other written communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and
	(iii) Any actions, suits, claims, investigations or proceedings (A) commenced or (B) to the best of its knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement.

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	(a) this Agreement and the Merger shall have been approved and adopted by the stockholders of the Company in accordance with DGCL;
	(b) any applicable waiting period under the HSR Act relating to the Merger shall have expired;
	(c) any applicable approval by the European Commission of the transactions contemplated by this Agreement shall have been obtained pursuant to the EC Merger Regulation;
	(d) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Merger;
	(e) the Form S-4 shall have been declared effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission;
	(f) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance;
	(g) neither the U.S. Federal Trade Commission nor the Antitrust Division of the U.S. Department of Justice, as the case may be, shall have, as a condition to its approval of the Merger and the other transactions contemplated by this Agreement, required Parent to take any action which, individually or in the aggregate, would result in, or be reasonably likely to result in, a Substantial Detriment;
	(h) there shall not be instituted or pending any action or proceeding by any governmental authority (whether domestic, foreign or supranational) before any court or governmental authority or agency, domestic, foreign or supranational, seeking to (i) restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any Subsidiary of Parent of all or any material portion of the business of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries or to compel Parent or any Subsidiary of Parent to dispose of or hold separate all or any portion of the businesses, product lines or assets of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries, (ii) impose or confirm limitations on the ability of Parent or any Subsidiary of Parent effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including, without limitation, the right to vote any shares of Company Common Stock (or shares of stock of the Surviving Corporation) on any matters properly presented to stockholders or (iii) require divestiture by Parent or any Subsidiary of Parent of any shares of Company Common Stock (or shares of stock of the Surviving Corporation), if any such matter referred to in subclauses (i), (ii) and (iii) hereof, individually or in the aggregate, would result in, or would be reasonably likely to result in, a Substantial Detriment;

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	(i) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statute, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, which, individually or in the aggregate, would result in, or would be reasonably likely to result in, a Substantial Detriment; and
	(j) all required approvals or consents of any governmental authority (whether domestic, foreign or supranational) in connection with the Merger and the consummation of the other transactions contemplated hereby shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired) unless the failure to receive any such approval or consent would not be reasonably expected to result in a Substantial Detriment and all such approvals and consents which have been obtained shall be on terms which, individually or in the aggregate, would not be reasonably likely to result in, a Substantial Detriment.

	(a)(i) The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date, (ii)(A) the representations and warranties of the Company set forth in this Agreement which are qualified by a “Company Material Adverse Effect” qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (B) the representations and warranties of the Company set forth in this Agreement which are not qualified by a “Company Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect; provided, however, that, with respect to clauses (A) and (B) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (A) or (B), as applicable), only as of such date or period;
	(b) Parent shall have received an opinion of McDermott Will & Emery LLP (or such other counsel reasonably acceptable to Parent), on the basis of representations and assumptions set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of Parent, the Company or others reasonably requested by counsel; and
	(c) since the date of this Agreement, there shall not have been any event, occurrence, development or state of circumstances which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect.

(a) (i) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date, (ii) (A) the representations and warranties of Parent and Merger Subsidiary set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (B) the representations and warranties of Parent and Merger Subsidiary set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for such failures to be true and correct as would not, in the aggregate, reasonably be

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	expected to have a Parent Material Adverse Effect; provided, however, that, with respect to clauses (A) and (B) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (A) or (B), as applicable), only as of such date or period;
	(b) the Company shall have received an opinion of Wachtell, Lipton, Rosen & Katz (or such other counsel reasonably acceptable to the Company), on the basis of representations and assumptions set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent, the Company or others reasonably requested by counsel; and
	(c) since the date of this Agreement, there shall not have been any event, occurrence, development or state of circumstances which, individually or in the aggregate, would be reasonably likely to have a Parent Material Adverse Effect.

	(a) by mutual written consent of the Company and Parent;
	(b) by either the Company or Parent;

	(i) if the Merger has not been consummated by December 31, 2005 (the “End Date”); provided, however, that if (x) the Effective Time has not occurred by such date by reason of nonsatisfaction of any of the conditions set forth in Sections 8.1(b), 8.1(c), 8.1(g), 8.1(h), 8.1(i) or 8.1(j) and (y) all other conditions in Article 8 have theretofore been satisfied or (to the extent legally permissible) waived or are then capable of being satisfied, the End Date will be August 31, 2006; provided further that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has caused or resulted in the failure of the Effective Time to occur on or before the End Date; or
	(ii) if the Company Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or any adjournment thereof;

	(c) by either the Company or Parent, if there shall be any law or regulation that makes consummation of the Merger illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Parent or the Company from consummating the Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this Section 9.1(c) shall have complied with its obligations in Section 7.1 hereof;
	(d) by Parent, if (i) the Board of Directors of the Company shall have failed to recommend its approval or recommendation of this Agreement or the Merger or there has otherwise been a Change in the Company Recommendation, whether or not permitted by the terms hereof, or the Company shall be in breach of its obligation to call and hold the Company Stockholder Meeting or to prepare, obtain Commission clearance for and mail the Proxy Statement in accordance with Section 5.2 or otherwise comply with such Section (or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing) or (ii) the Company shall have materially breached its obligations in Section 7.9 hereof to the material detriment of Parent; or
	(e) by either Parent or the Company, if there shall have been a breach by the other of any of its representations, warranties, covenants or obligations contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 8.2(a) (in the case of a

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	breach by the Company) or Section 8.3(a) (in the case of a breach by Parent), and in any such case such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within 30 days after written notice thereof shall have been received by the party alleged to be in breach.

	ChevronTexaco Corporation
	6001 Bollinger Canyon Road
	San Ramon, California 94583
	Facsimile No.: (925) 842-1230

	Attention:	David J. O’Reilly, Chairman of the Board and Chief Executive Officer

	Charles A. James, Vice President and General Counsel

	Pillsbury Winthrop Shaw Pittman LLP
	50 Fremont Street
	San Francisco, California 94105
	Facsimile No.: (415) 983-1200

	Attention:	Alfred L. Pepin, Jr.

	Robert A. James
	Terry M. Kee

	if to the Company, to:

	Unocal Corporation
	2141 Rosecrans Avenue, Suite 4000
	El Segundo, California 90245
	Facsimile No.: (310) 726-7815

	Attention:	Samuel H. Gillespie III, Senior Vice President, Chief Legal Officer &

	General Counsel/Law

	with copies to:

	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, New York 10019
	Telecopy: (212) 403 2000

	Attention:	Daniel A. Neff

	David C. Karp

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	(i) Parent shall terminate this Agreement pursuant to Section 9.1(d); or
	(ii) either the Company or Parent shall terminate this Agreement pursuant to Section 9.1(b)(ii) and prior to the Company Stockholder Meeting but after the date hereof an Acquisition Proposal shall have been made known to the Company (including any of its agents or representatives) and communicated publicly or to any substantial number of stockholders of the Company or shall have been made directly to the stockholders of the Company by any Person or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal; or
	(iii) after the date hereof, an Acquisition Proposal by any Person shall have been made known to the Company (including any of its agents or representatives) and communicated publicly or to any substantial number of stockholders of the Company or shall have been made directly to the stockholders of the Company by any Person, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and thereafter this Agreement is terminated pursuant to Section 9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained;

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	UNOCAL CORPORATION

	By:	/s/ Charles R. Williamson

	Name: Charles R. Williamson

	Title:	Chairman of the Board and

	Chief Executive Officer
	CHEVRONTEXACO CORPORATION

	By:	/s/ David J. O’Reilly

	Name: David J. O’Reilly

	Title:	Chairman of the Board and

	Chief Executive Officer
	BLUE MERGER SUB INC.

	By:	/s/ David J. O’Reilly

	Name: David J. O’Reilly

	Title:	President

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	A. The Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the corporation, provided, however, that the By-laws may only be amended in accordance with the provisions thereof.
	B. Elections of directors need not be by written ballot unless the By-laws of the corporation shall so provide.
	C. The books of the corporation may be kept at such place within or without the State of Delaware as the By-laws of the corporation may provide or as may be designated from time to time by the Board of Directors.

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	Very truly yours,

	By:

	Name:

By:

Title:

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[Name]		[Date]

	Very truly yours,

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	i)	reviewed certain publicly available financial statements and other business and financial information of the Company and the Parent;
	ii)	reviewed certain internal financial statements and other financial and operating data, including internal oil and gas reserve and production estimates, concerning the Company prepared by the management of the Company;
	iii)	reviewed certain financial projections prepared by the management of the Company;
	iv)	discussed the past and current operations and financial condition and the prospects of the Company, including internal oil and gas reserve and production estimates, with senior management of the Company;
	v)	reviewed certain internal financial statements and other financial and operating data, including internal oil and gas production estimates, concerning the Parent prepared by the management of the Parent;
	vi)	reviewed certain financial projections prepared by the management of the Parent;

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	vii)	discussed the past and current operations and financial condition and the prospects of the Parent, including internal oil and gas production estimates, with senior management of the Parent;
	viii)	reviewed the pro forma impact of the merger on the Parent’s earnings per share, cash flow per share, return on capital employed, and oil and gas reserves and production;
	ix)	reviewed the reported prices and trading activity for the Company Common Stock and for the Parent Common Stock;
	x)	compared the financial performance of the Company and the prices and trading activity of the Company Common Stock with that of certain other comparable publicly-traded companies and their securities;
	xi)	compared the financial performance of the Parent and the prices and trading activity of the Parent Common Stock with that of certain other comparable publicly-traded companies and their securities;
	xii)	reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
	xiii)	reviewed certain reserve reports prepared by the Company;
	xiv)	discussed certain information prepared by the management of the Company relating to strategic, financial and operational benefits anticipated from the Merger and the strategic rationale for the Merger with senior management of the Company;
	xv)	participated in discussions among representatives of the Company, the Parent and certain other parties;
	xvi)	reviewed the draft Merger Agreement and certain related documents; and

	xvii)	performed such other analyses and considered such other factors as we have deemed appropriate.

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	Very truly yours,
	MORGAN STANLEY & CO. INCORPORATED

	By:	/s/ Stephen R. Munger

	Stephen R. Munger
	Managing Director

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	(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of sec. 251 of this title.
	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to sec.sec. 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

	a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
	b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;
	c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or
	d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

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	(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under sec. 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

	(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
	(2) If the merger or consolidation was approved pursuant to sec. 228 or sec. 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall

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	be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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	CHEVRON CORPORATION

	By:	/s/ David J. O’Reilly

	David J. O’Reilly
	Chairman of the Board and
	Chief Executive Officer

Principal Executive Officers (and Directors)		Directors
/s/ David J. O’Reilly   David J. O’Reilly, Chairman of the Board and Chief Executive Officer /s/ Peter J. Robertson   Peter J. Robertson, Vice-Chairman of the Board Principal Financial Officer /s/ Stephen J. Crowe   Stephen J. Crowe, Vice-President, Finance and Chief Financial Officer Principal Accounting Officer /s/ Mark A. Humphrey   Mark A. Humphrey, Vice President and Comptroller		/s/ Samuel H. Armacost*   Samuel H. Armacost /s/ Robert E. Denham*   Robert E. Denham /s/ Robert J. Eaton*   Robert J. Eaton /s/ Sam Ginn*   Sam Ginn /s/ Carla A. Hills*   Carla A. Hills /s/ Franklyn G. Jenifer*   Franklyn G. Jenifer /s/ Sam Nunn*   Sam Nunn /s/ Charles R. Shoemate*   Charles R. Shoemate /s/ Ronald D. Sugar*   Ronald D. Sugar /s/ Carl Ware*   Carl Ware
*By: /s/ Lydia I. Beebe   Lydia I. Beebe, Attorney-in-Fact

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Exhibit				Description
	2.1			Agreement and Plan of Merger, dated as of April 4, 2005, among Chevron Corporation, Unocal Corporation, and Blue Merger Sub Inc., included as Annex A to the Proxy Statement/ Prospectus forming a part of this Registration Statement and incorporated herein by reference.
	3.1			Restated Certificate of Incorporation of Chevron Corporation, dated May 9, 2005, filed as Exhibit 99.1 to Chevron Corporation’s Current Report on Form 8-K dated May 10, 2005 and incorporated herein by reference.
	3.2			By-laws of Chevron Corporation, as amended May 9, 2005, filed as Exhibit 99.2 to Chevron Corporation’s Current Report on Form 8-K dated May 10, 2005 and incorporated herein by reference. Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of Chevron Corporation and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of Chevron Corporation and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Commission upon request.
	5.1*			Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the validity of the securities being registered in this Registration Statement.
	8.1*			Opinion of McDermott Will & Emery LLP regarding certain federal income tax consequences relating to the merger.
	8.2*			Opinion of Wachtell, Rosen, Lipton & Katz regarding certain federal income tax consequences relating to the merger.
	10.1			ChevronTexaco Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan, approved by the company’s stockholders on May 22, 2003, filed as Appendix A to Chevron Corporation’s Notice of Annual Meeting of Stockholders and Proxy Statement dated March 24, 2003, and incorporated herein by reference.
	10.2			Management Incentive Plan of ChevronTexaco Corporation, as amended and restated effective October 9, 2001, filed as Appendix A to Chevron Corporation’s Notice of Annual Meeting of Stockholders and Proxy Statement dated April 15, 2002, and incorporated herein by reference.
	10.3			ChevronTexaco Corporation Excess Benefit Plan, amended and restated as of April 1, 2002, filed as Exhibit 10.3 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.
	10.4			ChevronTexaco Corporation Long-Term Incentive Plan, including January 28, 2004 amendments, filed as Appendix A to Chevron Corporation’s Notice of Annual Meeting of Stockholders and Proxy Statement dated March 26, 2004, and incorporated herein by reference.
	10.6			ChevronTexaco Corporation Deferred Compensation Plan for Management Employees, as amended and restated effective April 1, 2002, filed as Exhibit 10.1 to Chevron Corporation’s Report on Form 10-Q for the quarterly period ended March 31, 2002, and incorporated herein by reference.
	10.8			Texaco Inc. Stock Incentive Plan, adopted May 9, 1989, as amended May 13, 1993, and May 13, 1997, filed as Exhibit 10.13 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
	10.9			Supplemental Pension Plan of Texaco Inc., dated June 26, 1975, filed as Exhibit 10.14 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference.

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Exhibit				Description
	10.10			Supplemental Bonus Retirement Plan of Texaco Inc., dated May 1, 1981, filed as Exhibit 10.15 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
	10.11			Texaco Inc. Director and Employee Deferral Plan approved March 28, 1997, filed as Exhibit 10.16 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
	10.12			ChevronTexaco Corporation 1998 Stock Option Program for U.S. Dollar Payroll Employees, filed as Exhibit 10.12 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference.
	10.13			Summary of ChevronTexaco Management Incentive Plan Awards and Criteria, filed as Exhibit 10.13 to Chevron Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, and incorporated herein by reference.
	10.14			Chevron Corporation Change in Control Surplus Employee Severance Program For E-Level Salary Grades, filed as Exhibit 10.14 to Chevron Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, and incorporated herein by reference.
	10.15			Chevron Corporation Benefit Protection Program, filed as Exhibit 10.15 to Chevron Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, and incorporated herein by reference.
	21.1			Subsidiaries of ChevronTexaco Corporation, filed as Exhibit 21.1 to Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.
	23.1*			Consent of Pillsbury Winthrop Shaw Pittman LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
	23.2*			Consent of McDermott Will & Emery LLP (included in the opinion filed as Exhibit 8.1 to this Registration Statement).
	23.3*			Consent of Wachtell, Rosen, Lipton & Katz (included in the opinion filed as Exhibit 8.2 to this Registration Statement).
	23.4†			Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Chevron Corporation.
	23.5†			Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Unocal Corporation.
	23.6†			Consent of Morgan Stanley & Co. Incorporated.
	24.1-24.12†			Powers of Attorney for directors and certain officers of Chevron Corporation, authorizing the signing of this Registration Statement on Form S-4 on their behalf.
	99.1*			Form of Unocal Proxy Card.
	99.2*			Form of Merger Consideration Election Form.

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