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As filed with the Securities and Exchange Commission on August 15, 2005.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHEVRON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 94-0890210 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 6001 Bollinger Canyon Road, | ||
| San Ramon, California | 94583 | |
| (Address of Principal | (Zip Code) | |
| Executive Offices) |
UNOCAL SAVINGS PLAN
(Full title of the plan)
| Copy to: | ||
| Lydia I. Beebe | Terry M. Kee | |
| Chevron Corporation | Pillsbury Winthrop Shaw Pittman LLP | |
| 6001 Bollinger Canyon Road | 50 Fremont Street | |
| San Ramon, CA 94583 | San Francisco, CA 94105 | |
| (925) 842-1000 | (415) 983-1000 | |
| (Name, address and telephone | ||
| number, including area code, | ||
| of agent for service) |
CALCULATION OF REGISTRATION FEE
| Title of | Amount | Proposed Maximum | Proposed | Amount of | ||||||||||
| Securities To | To Be | Offering Price | Maximum Aggregate | Registration | ||||||||||
| Be Registered | Registered | per Share | Offering Price | Fee | ||||||||||
Common Stock, $0.75
par value per share |
457,039 shares | $61.47 | $28,094,187 (1) | $3,306.69 (2) | ||||||||||
| (1) | Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee. | |
| (2) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Unocal Savings Plan. |
The Registration Statement shall become effective upon filing in accordance with Rule 462
under the Securities Act of 1933.
Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of
April 4, 2005, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated as
of July 19, 2005, among Chevron Corporation (the “Registrant”), Unocal Corporation (“Unocal”) and
Blue Merger Sub Inc., a wholly-owned subsidiary of the Registrant, the Registrant assumed the
existing employee benefits plans of Unocal. This Registration Statement on Form S-8 is filed by
the Registrant in connection with such employee benefit plans, and relates to 457,039
shares of its Common Stock, par value $0.75, issuable pursuant to the Unocal Savings Plan.
Pursuant to Rule 416(a) under the Securities Act, this
Registration Statement shall also cover any additional shares of
Common Stock that become issuable under the applicable plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration that increases
the number of outstanding shares of the Registrant’s Common Stock.
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PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004
and the Unocal Savings Plan’s Annual Report on Form 11-K for the fiscal year ended December 31,
2004.
(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended June 30, 2005, and
for the quarter ended March 31, 2005.
(c) The Registrant’s Current Reports on Form 8-K filed on April 4, April 7, April 28, May 10,
June 30, July 20 (as amended by Amendment No. 1 to that report filed July 21), July 25, 2005 and
August 10, 2005.
(d) The description of the Registrant’s Common Stock contained in the Registrant’s Current
Reports on Form 8-K dated November 1, 2001 and November 19, 2002.
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of such documents until
a post-effective amendment of this Registration Statement is filed which indicates that all
securities being offered hereby have been sold or which deregisters all securities then remaining
unsold.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of the Securities Exchange
Act of 1934, and accordingly, no description is provided hereunder.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
| * | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. |
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Item 6. Indemnification of Directors and Officers.
Article IX of the Registrant’s restated Certificate of Incorporation provides as follows:
“1. A director of the Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any
breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(c) pursuant to section 174 of the Corporation Law; or (d) for any transaction from which the
director derived an improper personal benefit.
2. To the fullest extent authorized by the Corporation Law, the Corporation shall indemnify
any Corporate Servant who was or is a party or is threatened to be made a party to any Proceeding
by reason of the fact that such person was or is a Corporate Servant.
3. In serving or continuing to serve the Corporation, a Corporate Servant is entitled to rely
and shall be presumed to have relied on the rights granted pursuant to the foregoing provisions of
this Article IX, which shall be enforceable as contract rights and inure to the benefit of the
heirs, executors and administrators of the Corporate Servant; and no repeal or modification of the
foregoing provisions of this Article IX shall adversely affect any right existing at the time of
such repeal or modification.
4. The Board of Directors is authorized, to the extent permitted by the Corporation Law, to
cause the Corporation to pay expenses incurred by Corporate Servants in defendant Proceedings and
to purchase and maintain insurance on their behalf whether or not the Corporation would have the
power to indemnify them under the provisions of this Article IX or otherwise.
5. Any right or privilege conferred by or pursuant to the provisions of this Article X shall
not be exclusive of any other rights to which any Corporate Servant may otherwise be entitled.
6. As used in this Article X:
(a) ‘Corporate Servant’ means any natural person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, manager, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other organization or
enterprise, nonprofit or otherwise, including an employee benefit plan;
(b) ‘Corporation Law’ means the General Corporation Law of the State of Delaware, as
from time to time amended;
(c) ‘indemnify’ means to hold harmless against expenses (including attorneys’ fees),
judgments, fines (including excise taxes assessed with respect to an employee
benefit plan) and amounts paid in settlement actually and reasonably incurred by the
Corporate Servant in connection with a Proceeding;
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(d) ‘Proceeding’ means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal or administrative; and
(e) ‘request of the Corporation’ includes any written authorization by an officer of
the Corporation.”
Section 145 of the General Corporation Law of the State of Delaware, in which the Registrant
is incorporated, permits, subject to certain conditions, the indemnification of directors or
officers of a Delaware corporation for expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement incurred in connection with the defense of any action, suit or
proceeding in relation to certain matters against them as such directors or officers.
The directors and officers of the Registrant are covered by policies of insurance under which
they are insured, within limits and subject to limitations, against certain expenses in connection
with the defense of actions, suits or proceedings, and certain liabilities which might be imposed
as a result of such actions, suits or proceedings, in which they are parties by reason of being or
having been directors or officers; the Registrant is similarly insured with respect to certain
payments it might be required to make to its directors or officers under the applicable statutes
and the Registrant’s by-law provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
| Exhibit Number | Exhibit | |
5.1
|
Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding legality of securities to be offered. | |
23.1
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2
|
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). | |
24.1 to 24.14
|
Powers of Attorney for directors and certain officers of the Registrant, authorizing the signing of the Registration Statement on Form S-8 on their behalf. |
The Registrant hereby undertakes that it will submit the Unocal Savings Plan and any
amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or
will make all changes required by the IRS in order to qualify such plans.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the securities
registered hereby, a post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(B) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement;
(C) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided, however, that
paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 and each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Ramon, State of California, on August 15, 2005.
| CHEVRON CORPORATION |
||||
| By | DAVID J. O’REILLY* | |||
| David J. O’Reilly | ||||
| Chairman of the Board and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons on behalf of the Registrant and in the capacities
indicated on the 15th day of August, 2005.
| PRINCIPAL EXECUTIVE OFFICERS (AND DIRECTORS) |
DIRECTORS | |
| DAVID J. O’REILLY* | SAMUEL H. ARMACOST* | |
| David J. O’Reilly, Chairman of the Board and Chief Executive Officer |
Samuel H. Armacost | |
| PETER J. ROBERTSON* | ROBERT J. EATON* | |
| Peter J. Robertson, Vice Chairman of the Board |
Robert J. Eaton | |
| PRINCIPAL FINANCIAL OFFICER | ||
| STEPHEN J. CROWE* | SAM L. GINN* | |
| Stephen J. Crowe, Vice-President and Chief Financial Officer |
Sam L. Ginn |
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| PRINCIPAL ACCOUNTING OFFICER | ||
| MARK A. HUMPHREY* | CARLA A. HILLS* | |
| Mark A. Humphrey Vice President and Comptroller |
Carla A. Hills | |
| FRANKLYN G. JENIFER* | ||
| Franklyn G. Jenifer | ||
| ROBERT E. DENHAM* | ||
| Robert E. Denham | ||
| SAM NUNN* | ||
| Sam Nunn | ||
| CHARLES R. SHOEMATE* | ||
| Charles R. Shoemate | ||
| RONALD D. SUGAR* | ||
| Ronald D. Sugar | ||
| CARL WARE* | ||
| Carl Ware | ||
*By
|
/s/ CHRISTOPHER A. BUTNER | |||
| Christopher A. Butner, Attorney-in-Fact |
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Pursuant to the requirements of the Securities Act of 1933, the Administrator of the Unocal Savings
Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of San Ramon, State of California, on August 15, 2005.
UNOCAL SAVINGS PLAN
| By: | /s/ SCOTT SWASEY | |||
| Scott Swasey, | ||||
| Plan Administrator | ||||
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INDEX TO EXHIBITS
| Exhibit Number | Exhibit | |
5.1
|
Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding legality of securities to be offered. | |
23.1
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2
|
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). | |
24.1 to 24.14
|
Powers of Attorney for directors and certain officers of the Registrant, authorizing the signing of the Registration Statement on Form S-8 on their behalf. |
Exhibit 5.1
August 15, 2005
Chevron Corporation
6001 Bollinger Canyon Road
San Ramon, CA 94583
6001 Bollinger Canyon Road
San Ramon, CA 94583
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by Chevron Corporation, a
Delaware corporation (the “Company”), with the Securities and Exchange Commission under the
Securities Act of 1933, relating to shares of the Company’s common stock, issuable pursuant to the
Unocal Savings Plan (the “Plan”), it is our opinion that such shares, when sold in accordance with
the Plan and applicable resolutions of the Board of Directors, will be legally issued, fully paid
and nonassessable.
The foregoing opinion is limited to the federal laws of the United States, the laws of the
State of California, and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as
Exhibit 5.1 to the Registration Statement on Form S-8.
Very truly yours,
PILLSBURY WINTHROP SHAW
PITTMAN LLP
PITTMAN LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form S-8 of
our report dated March 2, 2005 relating to the financial statements, financial statement schedule,
management’s assessment of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, of Chevron Corporation, which appears
in Chevron Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Francisco, CA
August 15, 2005
San Francisco, CA
August 15, 2005
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ DAVID J. O’REILLY
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ PETER J. ROBERTSON
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ STEPHEN J. CROWE
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ MARK A. HUMPHREY
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ SAMUEL H. ARMACOST
Exhibit 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ ROBERT J. EATON
Exhibit 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ SAM L. GINN
Exhibit 24.8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ CARLA A. HILLS
Exhibit 24.9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ FRANKLYN G. JENIFER
Exhibit 24.10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ ROBERT E. DENHAM
Exhibit 24.11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ SAM NUNN
Exhibit 24.12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ CHARLES R. SHOEMATE
Exhibit 24.13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ RONALD D. SUGAR
Exhibit 24.14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing
with the Securities and Exchange Commission at Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, and the regulations promulgated thereunder, Registration
Statements on Form S-8 (and amendments thereto, including post-effective amendments) for securities
under the following plans of Unocal Corporation and its subsidiaries: the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan; the 2001 Directors’ Deferred Compensation and
Stock Award Plan; the 2004 Management Incentive Program; the 1998 Management Incentive Program; the
1991 Management Incentive Program; the Unocal Savings Plan; the Unocal Deferred Compensation Plan;
the Unocal Stock Option Plan; the Directors’ Restricted Stock Units Plan; the Unocal Special Stock
Option Plan; the Pure Resources, Inc. 1999 Incentive Plan; the Titan Exploration, Inc. 1996
Incentive Plan; and the Molycorp, Inc. 401(k) Retirement Savings Plan;
WHEREAS, the undersigned is an officer or director, or both, of the Corporation:
N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints LYDIA I.
BEEBE, CHRISTOPHER A. BUTNER, PATRICIA L. TAI, WALKER C. TAYLOR, or any
of them, his or her attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any and all capacities,
to sign the aforementioned Registration Statements (and any and all amendments thereto, including
post-effective amendments) and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 15th day of August,
2005.
/s/ CARL WARE