<PAGE>
As filed with the Securities and Exchange Commission on February 13, 1998
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 juris- (I.R.S. Employer
diction of incorporation) Identification No.)
575 Market Street 94105
San Francisco, CA (Zip Code)
(Address of principal
executive offices)
Chevron Corporation 1998 Broad-Based Nonqualified Stock Option
Program for U.S. Dollar Payroll Employees
(Full title of the plan)
Lydia I. Beebe Copy to:
Chevron Corporation Terry M. Kee
575 Market Street Linda P. Shih
San Francisco, CA 94105 Pillsbury Madison & Sutro LLP
(415) 894-7700 P.O. Box 7880
(Name, address and telephone San Francisco, California 94120
number of agent for service) (415) 983-1000
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
- ------------------- -------------- ----------------- ---------------- --------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.50 per share 4,200,000 $76.31 $320,502,000.00 $94,551.19
- ----------------------------------------------------------------------------------------------------------------------------
Rights to purchase
Preferred Stock(1) 4,200,000 N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------
Total Registration Fee N/A N/A N/A $94,551.19
============================================================================================================================
<FN>
(1) Associated with the Common Stock are Rights to purchase Preferred Stock that
will not be exercisable or evidenced separately from the Common Stock prior to
the occurrence of certain events.
------------------------------
</FN>
</TABLE>
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
Item 1. Program Information.*
Item 2. Registrant Information and Employee Program Annual Information.*
* 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 (the "Securities Act") and the Note to Part I of Form
S-8.
PART II
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, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarters ended March 31, June 30, and September 30, 1997; the
Registrant's Current Reports on Form 8-K filed on January 24, 1997, June 18,
1997, December 22, 1997, January 29, 1998, and February 3, 1998.
(c) The Registrant's By-Laws, as amended July 27, 1994,
containing a description of the common stock, filed as Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter and six month period
ended June 30, 1994; the Rights Agreement dated as of November 22, 1988 between
the Registrant and Manufacturers Hanover Trust Company of California, as Rights
Agent, containing a description of the Rights to purchase Preferred Stock, filed
as Exhibit 4.0 to the Registrant's Current Report on Form 8-K dated November 22,
1988; and Amendment No. 1 dated as of December 7, 1989 to the Rights Agreement
dated as of November 22, 1988 between the Registrant and Manufacturers Hanover
Trust Company of California as Rights Agent, filed as Exhibit 4.0 to the
Registrant's Current Report on Form 8-K dated December 7, 1989.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
-2-
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article IX of Chevron'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 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 IX shall not be exclusive of any other rights to which any
Corporate Servant may otherwise be entitled.
6. As used in this Article IX:
(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;
(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 Chevron 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
-3-
<PAGE>
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 Chevron 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; Chevron is similarly insured with
respect to certain payments it might be required to make to its directors or
officers under the applicable statutes and Chevron's by-law provisions.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
---------- -----------
4.1 Rights Agreement dated as of November 22, 1988 between
Chevron Corporation and Manufacturers Hanover Trust
Company of California, as Rights Agent, filed as
Exhibit 4 to Chevron Corporation's Current Report on
Form 8-K dated November 22, 1988 and incorporated herein
by reference.
4.2 Amendment No. 1 dated as of December 7, 1989 to Rights
Agreement dated as of November 22, 1988 between Chevron
Corporation and Manufacturers Hanover Trust Company of
California, as Rights Agent, filed as Exhibit 4.0 to
Chevron Corporation's Current Report on Form 8-K, dated
December 7, 1989, and incorporated herein by reference.
5.1 Opinion regarding legality of the securities being
offered
23.1 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of KPMG Peat Marwick LLP
24.1
to
24.15 Powers of Attorney for directors and certain officers of
Chevron Corporation, authorizing the signing of the
registration statement on Form S-8 on their behalf.
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;
-4-
<PAGE>
(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 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.
(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.
-5-
<PAGE>
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 Francisco, State of California, on the 12th day of
February 1998.
CHEVRON CORPORATION
By KENNETH T. DERR*
--------------------------------
Kenneth T. Derr
Chairman of the Board
*BY /s/ LYDIA I. BEEBE
--------------------------------
Lydia I. Beebe
Attorney-in-Fact
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 12th day of February
1998.
Principal Executive Officers (and Directors)
KENNETH T. DERR*
- ---------------------------------------------
Kenneth T. Derr
Chairman of the Board
JAMES N. SULLIVAN*
- ---------------------------------------------
James N. Sullivan
Vice-Chairman of the Board
Principal Financial Officer
MARTIN R. KLITTEN*
- ---------------------------------------------
Martin R. Klitten
Vice-President and Chief Financial Officer
Principal Accounting Officer
STEPHEN J. CROWE*
- ---------------------------------------------
Stephen J. Crowe
Comptroller
Directors
SAMUEL H. ARMACOST*
- ---------------------------------------------
Samuel H. Armacost
Director
-6-
<PAGE>
SAM GINN*
- ---------------------------------------------
Sam Ginn
Director
CARLA A. HILLS*
- ---------------------------------------------
Carla A. Hills
Director
J. BENNETT JOHNSTON*
- ---------------------------------------------
J. Bennett Johnston
Director
RICHARD H. MATZKE*
- ---------------------------------------------
Richard H. Matzke
Vice-President and Director
CHARLES M. PIGOTT*
- ---------------------------------------------
Charles M. Pigott
Director
CONDOLEEZZA RICE*
- ---------------------------------------------
Condoleezza Rice
Director
FRANK A. SHRONTZ*
- ---------------------------------------------
Frank A. Shrontz
Director
CHANG-LIN TIEN*
- ---------------------------------------------
Chang-Lin Tien
Director
GEORGE H. WEYERHAEUSER*
- ---------------------------------------------
George H. Weyerhaeuser
Director
JOHN A. YOUNG*
- ---------------------------------------------
John A. Young
Director
*By /s/ LYDIA I. BEEBE
-----------------------------------------
Lydia I. Beebe
Attorney-in-Fact
-7-
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered Page
- -------------- -------------
4.1 Rights Agreement dated as of November 22, 1988 -
between Chevron Corporation and Manufacturers
Hanover Trust Company of California, as Rights
Agent, filed as Exhibit 4 to Chevron Corporation's
Current Report on Form 8-K dated November 22,
1988 and incorporated herein by reference.
-
4.2 Amendment No. 1 dated as of December 7, 1989 to -
Rights Agreement dated as of November 22, 1988
between Chevron Corporation and Manufacturers
Hanover Trust Company of California, as Rights
Agent, filed as Exhibit 4.0 to Chevron
Corporation's Current Report on Form 8-K, dated
December 7, 1989, and incorporated herein by
reference.
5.1 Opinion regarding legality of the securities 9
being offered
23.1 Consent of Pillsbury Madison & Sutro LLP -
(included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP 10
23.3 Consent of KPMG Peat Marwick LLP 11
24.1
to
24.15 Powers of Attorney for directors and certain 12
officers of Chevron Corporation, authorizing
the signing of the registration statement on
Form S-8 on their behalf.
-8-
<PAGE>
<PAGE>
Exhibit 5.1
February 12, 1998
Chevron Corporation
575 Market Street
San Francisco, CA 94105
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
the Chevron Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, relating
to 4,200,000 shares of the Company's Common Stock issuable pursuant to the
Company's 1998 Broad-Based Nonqualified Stock Option Program for U.S. Dollar
Payroll Employees (the "Program"), it is our opinion that such shares, when
issued and sold in accordance with the Plan, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
PILLSBURY MADISON & SUTRO LLP
[E-01788]
-9-
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 1997, appearing on page
FS-17 of Chevron Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Francisco, California
February 12, 1998
-10-
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1997, relating to the
combined balance sheets of the Caltex Group of Companies as of December 31, 1996
and 1995 and the related combined statements of income, retained earnings and
cash flows for each of the years in the three-year period ended December 31,
1996, which report appears on page C-5 of Chevron Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Dallas, Texas
February 12, 1998
-11-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ KENNETH T. DERR
-12-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ JAMES N. SULLIVAN
-13-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ MARTIN R. KLITTEN
-14-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ STEPHEN J. CROWE
-15-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ SAMUEL H. ARMACOST
-16-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ SAM GINN
-17-
<PAGE>
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, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ CARLA A. HILLS
-18-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ J. BENNETT JOHNSTON
-19-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ RICHARD H. MATZKE
-20-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ CHARLES M. PIGOTT
-21-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ CONDOLEEZZA RICE
-22-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ FRANK A. SHRONTZ
-23-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ CHANG-LIN TIEN
-24-
<PAGE>
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ GEORGE H. WEYERHAEUSER
-25-
<PAGE>
EXHIBIT 24.15
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, a Registration Statement on
Form S-8 (and amendments thereto, including post-effective amendments).
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, HILMAN P. WALKER, TERRY MICHAEL KEE and KEITH J.
MENDELSON, 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 Statement (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 28th day of January, 1998.
/s/ JOHN A. YOUNG
-26-
