(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

Chevron Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of the 2006

Annual Meeting and the

2006 Proxy Statement

TABLE OF CONTENTS

Notice of the 2006

Annual Meeting of Stockholders

Agenda

Admission

All stockholders are invited to attend the Annual Meeting. To be admitted, you will need an admission ticket or proof of ownership of Chevron common stock with a form of photo identification.

We will hold the Annual Meeting at the Chevron Building in Houston, Texas. Seating will be limited and on a first come basis. Please refer to page 5 of this Proxy Statement for information about attending the Annual Meeting.

Voting

Stockholders owning Chevron Stock at the close of business on March 6, 2006, or their legal proxy holders, are entitled to vote at the Annual Meeting. Please refer to page 3 of the Proxy Statement for an explanation of Chevron’s confidential voting procedures.

We are distributing this Proxy Statement, proxy form and Chevron’s 2005 Annual Report to stockholders on or about March 20, 2006.

By Order of the Board of Directors,

Lydia I. Beebe

Corporate Secretary

6001 Bollinger Canyon Road

San Ramon, California 94583-2324

March 20, 2006

2006 Proxy Statement

General Information

Your Board is providing you these proxy materials in connection with the solicitation of proxies to be voted at our 2006 Annual Meeting of Stockholders and at any postponement or adjournment of the Annual Meeting. In this Proxy Statement, Chevron is referred to as “we,” “our,” “the Company” or “the Corporation.”

APPOINTMENT OF PROXY HOLDERS

Your Board of Directors asks you to appoint David J. O’Reilly, Charles A. James and Lydia I. Beebe as your proxy holders to vote your shares at the Annual Meeting. You make this appointment by voting the enclosed proxy form using one of the voting methods described below.

If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by your Board.

Unless you otherwise indicate on the proxy form or through the telephone or Internet voting procedures, you also authorize your proxy holders to vote your shares on any matters that are not known by your Board at the time this Proxy Statement was printed and that, under Chevron’s By-Laws, may be properly presented for action at the Annual Meeting.

VOTING

Your Board strongly encourages you to exercise your right to vote. Your vote is important. Voting early helps ensure that Chevron receives a quorum of shares necessary to hold the Annual Meeting.

Stockholders of record (you own shares in your own name) can vote by telephone, on the Internet or by mail as described below. Street name stockholders (you own shares in the name of a bank, broker or other holder of record) should refer to the proxy form or the information you receive from the record holder to see the voting methods available to you.

The telephone and Internet voting procedures are designed to verify that you are a stockholder of record by use of a control number and to allow you to confirm that your voting instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy form. Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. EDT on April 25, 2006.

Voting by Telephone. You may vote by proxy by using the toll-free number listed on the proxy form. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

Voting on the Internet. You may vote by proxy on the Internet. The Web site for Internet voting is www.proxyvote.com. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials.

Voting by Mail. You may vote by proxy by signing, dating and returning your proxy

forms in the pre-addressed, postage-paid envelope provided.

Voting at the Annual Meeting. The method by which you vote your proxy form will not limit your right to vote at the Annual Meeting, if you decide to attend in person. Your Board recommends that you vote using one of the other voting methods since it is not practical for most stockholders to attend the Annual Meeting. If you are a street name stockholder, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

Revoking Your Voting Instructions to Your Proxy Holders. If you are a stockholder of record and you vote by proxy using the mail, the telephone or the Internet, you may later revoke your proxy instructions by:

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy instructions by informing the holder of record in accordance with that entity’s procedures.

VOTE REQUIRED AND METHOD OF COUNTING

At the close of business on the Record Date, there were 2,225,934,805 shares of Chevron Stock outstanding and entitled to vote at the Annual Meeting. Each outstanding share is entitled to one vote.

A quorum, which is a majority of the outstanding shares as of the Record Date, must be present to hold the Annual Meeting. A quorum is calculated based on the number of shares represented at the meeting, either by the stockholders attending in person or by the proxy holders. If you indicate an abstention as your voting preference in all matters, your shares will be counted toward a quorum but will not be voted on any matter.

If you are a street name stockholder and don’t vote your shares, your broker can vote your shares at its discretion on any of the matters scheduled to come before the meeting, other than the stockholder proposals (Items 3 through 8 on the proxy form). If you don’t give your broker instructions on how to vote your shares on the stockholder proposals, your shares will not be voted on these matters and will be considered “broker nonvotes.”

If you don’t vote your shares that are held through the employee benefits plans, your trustee will vote your shares in accordance with the terms of the plan.

The required vote and method of calculation for the various business matters to be considered at the Annual Meeting are as follows:

Item 1— Election of Directors

Each outstanding share of Chevron Stock is entitled to one vote for each of the 13 director positions to be filled. The nominees who receive the most votes for the number of positions to be filled are elected Directors. If you do not wish your shares to be voted for a particular nominee, you may so indicate in the space provided on the proxy form or withhold authority as prompted during the telephone or Internet voting instructions. Under the Corporation’s Corporate Governance Guidelines, any current Director who receives more “withheld” votes than “for” votes must submit an offer of resignation to the Board Nominating and Governance Committee, which must consider all relevant facts and make a recommendation to the Board.

Item 2— Ratification of Independent Registered Public Accounting Firm; Items 3 through 8— Stockholder Proposals

Each proposal is approved if the number of shares voted in favor exceeds the number of shares voted against.

Any shares not voted on any item (whether by abstention, broker nonvote or otherwise) will have no impact on that particular item.

CONFIDENTIAL VOTING

Chevron has a confidential voting policy to protect our stockholders’ voting privacy. Under this policy, ballots, proxy forms and voting instructions returned to brokerage firms, banks and other holders of record are kept confidential. Only the proxy solicitor, the proxy tabulator and the Inspector of Election have access to the ballots, proxy forms and voting instructions. Anyone who processes or inspects the ballots, proxy forms and voting instructions signs a pledge to treat them as confidential. None of these persons is a Chevron Director, officer or employee.

The proxy solicitor and the proxy tabulator will disclose information taken from the ballots, proxy forms and voting instructions only in the event of a proxy contest or as otherwise required by law.

METHOD AND COST OF SOLICITING AND TABULATING VOTES

Chevron has retained ADP Investor Communication Services to assist in distributing these proxy materials. Georgeson Shareholder Communications, Inc., will act as our solicitor in soliciting votes at an estimated cost of $25,000 plus its reasonable out-of-pocket expenses. Chevron employees, personally or by telephone, may solicit your proxy voting instructions.

Chevron will reimburse brokerage firms, banks and other holders of record for their reasonable out-of-pocket expenses for forwarding these proxy materials to you.

ADP Investor Communication Services will be the proxy tabulator and IVS Associates, Inc. will act as the Inspector of Election.

HOUSEHOLDING INFORMATION

We have adopted a procedure approved by the Securities and Exchange Commission called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Annual Report and Proxy Statement. This procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy forms. Householding will not affect your dividend check mailings.

If you or another stockholder of record with whom you share an address wish to receive a separate Annual Report or Proxy Statement, we will promptly deliver it to you if you request it by writing to: Chevron Corporation, Corporate Secretary, 6001 Bollinger Canyon Road, San Ramon, California 94583. If you or another stockholder of record with whom you share an address wish to receive a separate Annual Report or Proxy Statement in the future, you may telephone toll-free 1-800-542-1061 or write to ADP, Attention Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are a street name stockholder, you can request householding by contacting the holder of record.

ELECTRONIC ACCESS TO PROXY STATEMENT AND ANNUAL REPORT

The Notice of Annual Meeting and Proxy Statement and the 2005 Annual Report and Form 10-K are available on Chevron’s Web site at www.chevron.com.

Instead of receiving paper copies of the Annual Report and Proxy Statement in the

mail, you can elect to receive an e-mail that will provide an electronic link to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business and also gives you an electronic link to the proxy voting site.

If you are a stockholder of record, you may vote on the Internet at www.proxyvote.com. You may also enroll in the electronic delivery service by going directly to www.icsdelivery.com/cvx. You may revoke your electronic delivery election at this site at any time and request a paper copy of the Proxy Statement and Annual Report.

If you are a street name stockholder, you may also have the opportunity to receive copies of the Annual Report and Proxy Statement electronically. Please check the information provided in the proxy materials mailed to you by the holder of record concerning the availability of this service.

STOCKHOLDER ACCOUNT MAINTENANCE

Our transfer agent is Mellon Investor Services. All communications concerning accounts of stockholders of record, including address changes, name changes, inquiries about the requirements to transfer shares and similar issues can be handled by calling the Chevron Stockholder Services’ toll-free number, 1-800-368-8357, or by contacting Mellon Investor Services through their Web site at www.melloninvestor.com.

In addition, you can access your account through Mellon Investor Services’ Web site. You can view your current balance, access your account history, sell shares held in the Chevron Investor Services Program and obtain current and historical stock prices. To access your account on the Internet, visit www.melloninvestor.com/isd and enter your Investor ID and your PIN. The Investor ID can be found on your account statement or dividend check stub.

OTHER MATTERS

Your Board does not know of any other matter that will be presented for consideration at the Annual Meeting. If any other matter does properly come before the Annual Meeting, your proxy holders will vote on it as they think best unless you direct otherwise in your proxy instruction.

Only stockholders or their legal proxy holders are invited to attend the Annual Meeting. The meeting will be held at the Chevron Building Auditorium, 1500 Louisiana Street, Houston, Texas 77002-7308. Parking validation for the 1400 Louisiana garage will be available at the meeting. An admission ticket, which is required for entry into the Annual Meeting, is attached to your proxy form if you are a stockholder of record. If you plan to attend the Annual Meeting, please vote your proxy but keep the admission ticket and bring it to the Annual Meeting.

If you are a street name stockholder and you plan to attend the Annual Meeting, you must present proof of your ownership of Chevron Stock, such as a bank or brokerage account statement, and a form of photo identification to receive an admission ticket and be admitted to the Annual Meeting. You can also obtain an admission ticket in advance by mailing a written request, along with proof of your ownership of Chevron Stock, to:

Chevron Corporation

Corporate Secretary

6001 Bollinger Canyon Road

San Ramon, CA 94583-2324

If you arrive at the meeting without an admission ticket, we will admit you if we are able to verify that you are a stockholder.

We will have listening devices available at the Annual Meeting for stockholders with impaired hearing.

No cameras, recording equipment, electronic devices, including cell phones, large bags, briefcases or packages will be permitted in the Annual Meeting.

(Item 1 on the proxy form)

Your Board is nominating 13 individuals for election as Directors. A report by the Board Nominating and Governance Committee beginning on page 13 of this Proxy Statement and the Corporate Governance Guidelines (attached in Appendix A to this Proxy statement, available on the Chevron Web site at www.chevron.com and available in print upon request) describe the processes used to determine the qualifications and independence of each nominee and the effectiveness of the Board and its committees.

The persons named as proxy holders on the proxy form will vote your shares FOR the 13 nominees unless you withhold authority in the spaces provided on the proxy form or as prompted during the telephone or Internet voting instructions. All Directors are elected annually. They serve for a one-year term and until their successors are elected.

If any nominee is unable to serve as a Director, which we do not anticipate, the Board by resolution may reduce the number of Directors or choose a substitute.

As a result of the merger transaction between Chevron and Texaco on October 9, 2001, Texaco became a subsidiary of Chevron. Following the merger, the Board was reconstituted to include directors from both Chevron and Texaco. The Board service described below includes service as a Director of either Chevron or Texaco, as applicable, before the merger.

NOMINEES FOR DIRECTORS

Your Board unanimously recommends a vote FOR each of these nominees.

Prior Positions Held: Mr. Armacost was a Managing Director of Weiss, Peck & Greer L.L.C. from 1990 until 1998. He was Managing Director of Merrill Lynch Capital Markets from 1987 until 1990. He was President, Director and Chief Executive Officer of BankAmerica Corporation from 1981 until 1986.

Public Company Directorships: Callaway Golf Company; Del Monte Foods Company; Exponent, Inc.; Franklin Resources Inc.

Other Directorships and Memberships: Bay Area Council; the Advisory Council of the California Academy of Sciences; Bay Area Scientific Infrastructure Consortium.

Prior Positions Held: Ms. Deily was Vice-Chairman of Charles Schwab Corporation from 2000 until 2001. She was previously President of the Schwab Retail Group from 1998 until 2000, and President of Schwab Institutional-Services for Investment Managers from 1996 until 1998. Prior to joining Schwab, she was Chairman, President and Chief Executive Officer from 1990 until 1996 and President and Chief Operating Officer from 1988 until 1990 of the First Interstate Bank of Texas.

Public Company Directorships: Lucent Technologies Inc.

Prior Positions Held: Mr. Denham was Chairman and Chief Executive Officer of Salomon Inc. from 1992-1997. In 1991, he was General Counsel of Salomon and its subsidiary, Salomon Brothers.

Public Company Directorships: Lucent Technologies Inc.; Wesco Financial Corporation; Fomento Economico Mexicano, S.A. de C.V.

Other Directorships and Memberships: Financial Accounting Foundation; MacArthur Foundation; U.S. Trust Company.

Prior Positions Held: Mr. Eaton was the Chairman of the Board of Management of DaimlerChrysler AG from 1998 until 2000. He was Chairman of the Board and Chief Executive Officer of Chrysler Corporation from 1993 until 1998. He was Vice-Chairman and Chief Operating Officer of Chrysler Corporation from 1992 until 1993.

Other Directorships and Memberships: Fellow, Society of Automotive Engineers; Fellow, Engineering Society of Detroit; National Academy of Engineering.

Prior Positions Held: Mr. Ginn was Chairman of Vodafone AirTouch, Plc. from 1999 to 2000, Chairman of the Board and Chief Executive Officer of AirTouch Communications, Inc. from 1993 until 1999. He was Chairman of the Board, President and Chief Executive Officer of Pacific Telesis Group from 1988 until 1994.

Other Directorships and Memberships: The Business Council; Hoover Institute Board of Overseers; Templeton Emerging Markets Investment Trust Plc; Yosemite Fund.

Prior Positions Held: Dr. Jenifer was President of Howard University from 1990 to 1994. Prior to that, he was Chancellor of the Massachusetts Board of Regents of Higher Education from 1986 until 1990.

Other Directorships and Memberships: Monitoring Committee for the Louisiana Desegregation Settlement Agreement.

Prior Positions Held: Senator Nunn was a partner of King & Spalding, a law firm, from 1997 through 2003. He served as U.S. Senator from Georgia from 1972 through 1996. During his tenure in the U.S. Senate, he served as Chairman of the Senate Armed Services Committee and the Permanent Subcommittee on Investigations. He also served on the Intelligence and Small Business Committees.

Public Company Directorships: The Coca-Cola Company; Dell Inc.; General Electric Company; Internet Security Systems, Inc.

Other Directorships and Memberships: a distinguished professor in the Sam Nunn School of International Affairs at Georgia Tech; Chairman, Center for Strategic and International Studies.

Prior Positions Held: Mr. O’Reilly was Vice-Chairman of the Board of Chevron from 1998 until 1999. He was a Vice-President of Chevron from 1991 until 1998. He was President of Chevron Products Company from 1994 until 1998. He was a Senior Vice-President and Chief Operating Officer of Chevron Chemical Company from 1989 until 1991.

Other Directorships and Memberships: American Petroleum Institute; Eisenhower Fellowships Board of Trustees; Institute for International Economics; The Business Council; The Business Roundtable; JPMorgan International Council; World Economic Forum’s International Business Council; the Trilateral Commission; the National Petroleum Council; the American Society of Corporate Executives.

Prior Positions Held: Dr. Rice was President and Chief Operating Officer of Teledyne, Inc., from 1993 to 1996. He was Secretary of the Air Force from 1989 to 1993. He was President and Chief Executive Officer of the RAND Corporation from 1972 until 1989.

Public Company Directorships: Amgen, Inc.; Vulcan Materials Co.; Wells Fargo & Company.

Other Directorships and Memberships: Trustee, RAND Corporation; Chairman of the Board of Governors of the Pardee RAND Graduate School.

Prior Positions Held: Mr. Robertson was Vice-President of Chevron from 1994 until 2001. He was President of Chevron Overseas Petroleum Inc. from 2000 until 2001. He was the Vice-President responsible for Chevron’s North American exploration and production operations from 1997 until 2000. From 1994 until 1997, he was the Vice-President responsible for strategic planning.

Other Directorships and Memberships: Vice-Chairman, U.S. Energy Association; U.S.-Saudi Arabian Business Council; U.S.-Russian Business Council; American Petroleum Institute; International House at Berkeley; United Way of the San Francisco Bay Area; Vice-Chairman, Leon H. Sullivan Foundation.

Prior Positions Held: Mr. Shoemate was Chairman of the Board and Chief Executive Officer of Bestfoods, formerly CPC International, from 1990 until 2000. He was elected President and a member of the Board of Directors of Bestfoods in 1988.

Prior Positions Held: Dr. Sugar was President and Chief Operating Officer of Northrop Grumman Corporation from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc., from 2000 until 2001. He was previously President and Chief Operating Officer of TRW Aerospace and Information Systems.

Other Directorships and Memberships: Aerospace Industries Association; American Institute of Aeronautics and Astronautics; Association of the United States Army; Boys & Girls Clubs of America; Los Angeles Philharmonic Association; National Academy of Engineering; Royal Aeronautical Society; University of Southern California.

Prior Positions Held: Mr. Ware was a Senior Advisor to the CEO of The Coca-Cola Company from 2003 until 2005 and was an Executive Vice-President, Global Public Affairs and Administration from 2000 until 2003. He was President of The Coca-Cola Company’s Africa Group, with operational responsibility for 50 countries in sub-Saharan Africa from 1991 until 2000.

Public Company Directorships: Coca-Cola Bottling Co. Consolidated; Cummins Inc.

Other Directorships and Memberships: Atlanta Falcons; Board of Trustees of Clark Atlanta University; PGA TOUR Golf Course Properties, Inc.

Board Operations

BOARD MEETINGS AND ATTENDANCE

In 2005, your Board held 8 regularly scheduled Board meetings, each of which included executive sessions of independent directors, 2 special Board meetings and 24 Board committee meetings. All Directors attended 83 percent or more of the Board meetings and Board committee meetings on which they served during 2005. Chevron’s policy regarding Directors’ attendance at the Annual Meeting was adopted in 2004 and is described in the Corporate Governance Guidelines on page A4 of this Proxy Statement under the heading “Board Agenda and Meetings.” Twelve Directors attended the 2005 Annual Meeting.

CURRENT BOARD COMMITTEE MEMBERSHIP AND 2005 MEETINGS AND FUNCTIONS

Committees and Current Membership				2005 Meetings and Committee Functions
AUDIT		Meetings: 10
Linnet F. Deily†    Robert E. Denham†		•		Selects the independent registered public accounting firm for endorsement by the Board and ratification by the stockholders
Sam Ginn*†		•		Reviews reports of independent and internal auditors
Franklyn G. Jenifer    Charles R. Shoemate†		•		Reviews and approves the scope and cost of all services (including non-audit services) provided by the independent registered public accounting firm
		•		Monitors the effectiveness of the audit process and financial reporting
		•		Reviews the adequacy of financial and operating controls
		•		Monitors the corporate compliance program
		•		Evaluates the effectiveness of the Committee
BOARD NOMINATING AND GOVERNANCE		Meetings: 5
Samuel H. Armacost    Carla A. Hills*		•		Reviews Chevron’s Corporate Governance Guidelines and practices and recommends changes as appropriate
Sam Nunn    Donald B. Rice    Carl Ware		•		Evaluates the effectiveness of the Board and its Committees and recommends changes to improve Board, Board committee and individual Director effectiveness
		•		Assesses the size and composition of the Board
		•		Recommends prospective director nominees
		•		Periodically reviews and recommends changes as appropriate in the Restated Certificate of Incorporation, By-Laws and other Board-adopted governance provisions
MANAGEMENT COMPENSATION		Meetings: 5
Samuel H. Armacost*    Robert J. Eaton		•		Reviews and approves salaries and other compensation matters for executive officers
Carla A. Hills    Ronald D. Sugar		•		Administers incentive compensation and equity-based plans of the Corporation, including the Employee Savings Investment Plan Restoration Plan, Management Incentive, Long-Term Incentive, and Deferred Compensation Plans for Management Employees
		•		Evaluates the effectiveness of the Committee
PUBLIC POLICY		Meetings: 4
Robert J. Eaton    Sam Nunn*		•		Identifies, monitors and evaluates domestic and international social, political and environmental trends and issues that affect the Corporation’s activities and performance
Donald B. Rice    Ronald D. Sugar    Carl Ware		•		Recommends to the Board policies, programs and strategies concerning such issues

*		Committee Chairperson (Mrs. Hills is not standing for reelection to the Board.) Following the Annual Meeting, Mr. Armacost will be Chairperson of the Board Nominating and Governance Committee, Mr. Eaton will be Chairperson of the Management Compensation Committee and Mr. Shoemate will be Chairperson of the Audit Committee.
†		Audit Committee Financial Expert as determined by the Board within the applicable regulatory definition.

The Audit, Board Nominating and Governance and Management Compensation Committees are each constituted and operated in accordance with the rules of the New York Stock Exchange (NYSE). In addition, the Audit Committee is a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Each member of the Audit Committee is

independent and financially literate as defined in the rules of the NYSE and Rule 10A-3(b)(1)(ii) under the Securities Exchange Act of 1934.

INDEPENDENCE OF DIRECTORS

The Board has affirmatively determined that, as to each current, non-employee Director (Mr. Armacost, Ms. Deily, Mr. Denham, Mr. Eaton, Mr. Ginn, Mrs. Hills, Dr. Jenifer, Sen. Nunn, Dr. Rice, Mr. Shoemate, Dr. Sugar and Mr. Ware), no material relationship exists that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each current, non-employee Director qualifies as “independent” in accordance with the Corporate Governance Rules of the NYSE.

In making its determination, the Board adheres to the specific tests for independence included in the NYSE listing standards. In addition, the Board has determined that the following relationships of Chevron Directors are categorically immaterial if the transaction was conducted in the ordinary course of business, and that these standards have been met by all non-employee directors:

In making its independence determinations, the Board also has considered that Mr. Denham is a partner of the law firm of Munger, Tolles & Olson LLP, which provided legal services to Unocal Corporation prior to the acquisition of Unocal by the Corporation. After the acquisition, Unocal paid four legal bills totaling $3,214 to Munger Tolles for services rendered before the acquisition. Upon learning of the payment, Mr. Denham immediately caused Munger Tolles to return the funds to Unocal. Based on these facts, the Board has determined that this is not material and does not affect Mr. Denham’s independence.

BUSINESS CONDUCT AND ETHICS CODE

The Corporation has adopted a code of business conduct and ethics for Directors, officers (including the Company’s Chief Executive Officer, Chief Financial Officer and Comptroller) and employees, known as the Business Conduct and Ethics Code. The code is available on the Chevron Web site at www.chevron.com and is available in print upon request. The Corporation intends to post any amendments to the code on the Corporation’s Web site.

DIRECTORS’ COMPENSATION

Chevron believes that non-employee Directors’ compensation should provide total compensation that is competitive, links rewards to business results and stockholder returns and facilitates increased ownership of Chevron Stock.

Chevron does not have a retirement plan for non-employee Directors. Chevron’s Executive Officers are not paid additional compensation for their services as Directors.

The compensation for non-employee Directors granted under the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan includes the following equity and cash elements:

Equity Compensation

Cash Compensation

Retainer Stock Options

Directors may elect to receive retainer stock options in lieu of all or any portion of their annual cash retainers. Directors who make this election will receive an option for that number of shares of Chevron Stock determined by dividing the amount of the cash retainer subject to the election by the Black-Scholes value of an option for a share of Chevron Stock granted at fair market value on the date of grant. The option exercise price per share will be the fair market value of a share of Chevron Stock on the date of grant. Retainer stock options become exercisable on the first anniversary of the date of grant and have a term of ten years.

Deferrals Of Cash Compensation

The Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan provides an opportunity for non-employee Directors to defer receipt of all or any portion of the annual cash retainers. Deferrals may be credited into accounts tracked with reference to any of the investment fund options available to participants in the Chevron Employee Savings Investment Plan, including a Chevron Stock fund. Distribution from the plan is in cash except for amounts valued with reference to a Chevron Stock fund, which are distributed in shares of Chevron Stock. Any deferred amounts unpaid at the time of a Director’s death are distributed to the Director’s beneficiary.

Expenses

Non-employee Directors are reimbursed for out-of-pocket expenses incurred in connection with the business and affairs of Chevron. Two of our Directors received de minimis imputed income for incidental personal travel from a Board meeting on the Corporation’s aircraft that was flying for business purposes.

AUDIT COMMITTEE REPORT

The Audit Committee assists your Board in fulfilling its responsibility to oversee management’s implementation of Chevron’s financial reporting process. Its charter is attached in Appendix B to this Proxy Statement, can be viewed on the Chevron Web site at www.chevron.com and is available in print upon request. In discharging its oversight role, the Audit Committee reviewed and discussed the audited financial statements contained in the 2005 Annual Report on Form 10-K with Chevron’s management and its independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, including the system of disclosure controls and internal control over financial reporting. The independent registered public accounting firm is responsible for expressing an opinion on:

The Audit Committee met privately with the independent registered public accounting firm and discussed issues deemed significant by the accounting firm, including those required by Statements on Auditing Standards No. 61 and No. 90 (Audit Committee Communications), as amended. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Chevron and its management and received the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and considered whether the provision of non-audit services was compatible with maintaining the accounting firm’s independence.

In reliance on the reviews and discussions outlined above, the Audit Committee has recommended to your Board that the audited financial statements be included in Chevron’s Annual Report on Form 10-K for the year ended December 31, 2005, for filing with the SEC.

Respectfully submitted on February 27, 2006, by the members of the Audit Committee of your Board:

BOARD NOMINATING AND GOVERNANCE COMMITTEE REPORT

The Board Nominating and Governance Committee is responsible for defining and assessing qualifications for Board membership, identifying qualified Director candidates, assisting the Board in organizing itself to discharge its duties and responsibilities, and providing oversight on corporate governance practices and policies including an effective process for stockholders to communicate with the Board. The Committee is composed entirely of independent Directors and operates under a written charter. The Committee charter is set forth in Appendix C to this Proxy Statement, can be viewed on the Chevron Web site at www.chevron.com and is available in print upon request. The Committee submits this report to stockholders to report on its role and corporate governance practices at Chevron in 2005.

When making recommendations to the Board about individuals to be nominated for election to the Board by the stockholders, the Committee follows the Board membership qualifications and nomination procedures

identified in our Corporate Governance Guidelines. Generally the membership qualifications are that an individual have:

The Committee uses a skills and qualifications matrix to evaluate potential candidates in order to insure that the overall Board maintains a balance of knowledge, experience and diversity. The Committee carefully reviews all Director candidates, including current Directors, in light of these qualifications based on the context of the current and anticipated composition of the Board, the current and anticipated operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Committee considers diversity, age, skills and such other factors as it deems appropriate, given the current and anticipated needs of the Board and the Company to maintain a balance of knowledge, experience and capability.

The Committee receives Director candidates for consideration for nomination to the Board from several sources. Board members periodically suggest possible candidates. Candidates are recommended by stockholders. The process for a stockholder to submit a Director candidate is described in our Corporate Governance Guidelines under the Selection of New Directors heading. From time to time, the Committee may engage a third party to assist in identifying potential candidates. In 2005, the Committee did not receive any candidate suggestions from beneficial owners of more than five percent of the Company’s common stock. Dr. Rice, who was appointed to the Board of Directors in September 2005 and Ms. Deily, who was appointed to the Board of Directors in December 2005 (effective in January 2006), were first identified by one of our existing non-management Directors.

In connection with the 2005 Annual Meeting, the Committee evaluated current and anticipated operating requirements and the Board’s current profile and recommended 12 candidates for election as Directors. It determined the 10 non-employee Director nominees met the Board’s definition of independence, none having a material relationship with the Corporation. In making its independence determination, the Board adhered to all of the specific tests for independence included in the NYSE listing standards. The Committee made recommendations to the Board on the Board Committee assignments, Committee chairperson positions and Audit Committee “financial experts.” Later in 2005, the Committee assessed the size and composition of the Board in light of current and anticipated operating requirements and the current strengths and needs of the Board and recommended an increase in the size of the Board from 12 to 14 members and subsequently to 13 after the retirement of one director.

The Committee plays a leadership role in shaping Chevron’s corporate governance. In 2004, the Committee recommended, and the

Board established, a Lead Director position. The Committee Chairperson is the Lead Director. As discussed in the Corporate Governance Guidelines, she chaired the executive sessions of the non-employee and independent Directors and consulted with the Chairman on agendas for Board meetings and other matters pertinent to the Corporation and the Board. Since Carla Hills is not standing for re-election, the independent directors will select a new Lead Director following the Annual Meeting.

In 2005, the Committee proposed revisions to the Corporate Governance Guidelines that were subsequently adopted by the Board of Directors. The corporate governance improvements adopted include generally limiting board memberships to five publicly traded companies, articulating a stronger level of commitment to ongoing Directors’ education, strengthening individual Director’s performance evaluation, adding an assessment of the Directors’ stock ownership and stock ownership guidelines to the Committee’s responsibilities and adopting a majority vote policy. The Corporate Governance Guidelines is attached in Appendix A to this Proxy Statement, can be viewed on the Chevron Web site at www.chevron.com and is available in print upon request.

Additionally, the Committee considered a broad range of issues regarding the Company’s corporate governance practices including a review of and a recommendation to make no change to the non-employee Directors’ compensation program, a review of the Company’s governing documents and a recommendation to adopt a By-Law amendment providing that all shares of the Company shall be uncertificated, a performance evaluation of the Board and Board Committees and a finding that the Board and Board Committees are effective and supported by strong processes and the review and recommendation to adopt the Board responses to the stockholder proposals received for the 2006 Annual Meeting.

The Committee reviewed interested-party communications including stockholder inquiries directed to non-employee Directors. The Corporate Secretary compiles the communications, summarizes lengthy or repetitive communications and provides the Committee periodically with information about the number and type of communications received, the number of responses sent and the disposition, if any. Interested parties wishing to communicate their concerns or questions about Chevron to the Chairperson of the Committee or any other non-employee Directors may do so by U.S. mail addressed to Non-Employee Directors, c/o Office of the Corporate Secretary, Chevron Corporation, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324.

The Committee’s assessment is that Chevron has strong fundamental corporate governance practices in place. The Committee acknowledges that good corporate governance requires ongoing self-assessment and the Committee is committed to periodically reviewing and updating the corporate governance practices to ensure Chevron maintains its position at the forefront of corporate governance best practices.

Respectfully submitted on February 22, 2006 by members of the Board Nominating and Governance Committee of your Board:

MANAGEMENT COMPENSATION COMMITTEE REPORT

The Committee, which is responsible for Chevron’s executive compensation program, is composed entirely of “independent outside directors,” as defined under section 162(m) of the Internal Revenue Code, and is independent under the applicable rules of the NYSE.

The Committee seeks and receives advice from independent external compensation consultants. The Committee’s outside consultant is retained by the Committee as necessary to make presentations during the year, and conduct an annual review of Chevron’s competitive compensation position. The consultant helped facilitate two meetings of the Management Compensation Committee in 2005 (one of which included all independent members of the Board of Directors), and had five additional meetings or discussions with the Committee Chairman.

Chevron’s compensation staff provides additional counsel, data and analysis as requested by the Committee. During 2005, the Committee made several requests for special studies or reviews, ranging from the most effective way to disclose information in the proxy to specific studies on the competitiveness of certain benefits included in the executive compensation package.

In 2005, the Committee continued its practice of reviewing the summary remuneration tables for the named executive officers that project the potential economic impact to the Corporation for all cash, equity and benefit programs prior to making any change to those executives’ compensation packages. The remuneration tables detail the economic impacts under various economic growth scenarios and include impact projections at retirement. Chevron executive compensation and benefit programs were then reviewed with the full Board. The resulting competitive package, for the entire bonus eligible population, was compared with external benchmarks and the analysis was reviewed by the Committee’s independent consultant. Based on the consultant’s review and opinion, the Committee believes the Chevron executive plans are appropriate and deemed to be in line with both the peer group of oil competitors and the larger group of general industry competitors used for benchmarking.

The Committee continued to review the Chevron executive compensation and benefit programs with respect to all known applicable regulatory provisions and requirements. The Management Compensation Committee charter is attached in Appendix D to this Proxy Statement, can be viewed on the Chevron Web site at www.chevron.com and is available in print upon request. The charter is reviewed to insure that Committee actions are in alignment with the compensation philosophy and objectives stated below, as well as all applicable reporting and compliance requirements. The Committee believes it is functioning within the parameters of, and the Chevron programs are in compliance with, all applicable rules, regulations and requirements.

Compensation Philosophy and Objectives

The Committee’s general compensation philosophy is that total cash compensation should vary with Chevron’s performance in achieving financial and non-financial objectives, and that any long-term incentive compensation should be closely aligned with stockholders’ interests. The Committee also believes in using one common philosophy for all employees in its consideration of the design and implementation of executive programs.

The Committee specifically believes that compensation philosophy and programs of Chevron should:

The Committee considers the competitive position of other major companies in the energy industry when determining executive compensation target levels, such as: Amerada Hess, BP, ConocoPhillips, ExxonMobil, Marathon, Occidental, Sunoco, Unocal (2004 performance year reported in 2005), Shell US and Valero Energy. In addition, the Company’s competitive position is reviewed against approximately 20 major capital-intensive international companies spanning a wide range of industries. The general industry comparators were chosen because of similar business characteristics as well as relatively equivalent scope and complexity of operations.

The competitors listed on the performance graph (page 25) are the primary competition in the marketplace where Chevron operates and comprise the competitor peer group for determining relative Total Stockholder Return (TSR), which is stock price appreciation plus dividends on a reinvested basis. Royal Dutch Shell plc is used in place of Shell US because Shell US is not a publicly traded company.

Key Elements of Executive Compensation

Chevron’s executive compensation program consists of three elements: Base Pay, Short-Term Incentives and Long-Term Incentives. For senior executives, the Committee believes short-term and long-term incentive pay, linked to Chevron’s financial performance, should represent half or more of their total compensation opportunity. In 2005, 82 percent of the Chairman and CEO’s compensation was at risk and 74 percent was at risk for the other named officers.

No specific formula is used to weigh the various performance factors used in determining the amount of compensation or the allocation of compensation to base salary, bonus and long-term incentives. The weight given each factor with respect to each element of compensation is within the discretion and judgment of the Committee. The Committee also takes the appropriateness of the entire package into account, including the impact on employee benefits, when evaluating each element of compensation. The appropriateness is tested against both energy industry peers and the general industry benchmarks based on data supplied by the Committee’s outside consultant.

Base Pay

Short-Term Incentive (Management Incentive Plan)

Long-Term Incentive (Long-Term Incentive Plan)

Corporate Officer Stock Ownership

Because the Committee believes in linking the interest of management and stockholders, the Board approved stock ownership guidelines for Chevron executives in 2001, based on a multiple of base salary: CEO 5 times; Vice Chairman, Executive Vice Presidents and Chief Financial Officer 4 times; all other corporate Officers 2 times and other senior executives 1.5 times. Executives are expected to achieve targets within 5 years of assuming their position. The CEO and all other named executives achieved their ownership guidelines at year-end 2004, or two years ahead of the Committee’s recommended timeline. Chevron corporate officers as a whole own approximately 5 times base salary.

Tax Deductibility of Executive Compensation

Under Section 162(m) of the Internal Revenue Code, Chevron generally receives an annual federal income tax deduction for compensation paid to the CEO and other four most highly paid executives only if the compensation is less than $1 million or is performance-based. The awards granted under both the MIP and LTIP, including the material terms and performance goals as approved by stockholders, qualify as performance-based compensation and thus are fully tax-deductible for Chevron. The MIP performance-based criteria were reaffirmed by stockholders in 2002, and the LTIP plan was re-approved in April 2004. The Committee intends to continue seeking a tax deduction for all executive compensation, to the extent it is in the best interest of Chevron and its stockholders.

2005 CEO Compensation

Executive level salary ranges are adjusted, as necessary, to maintain competitiveness with the competitor group. Individual salaries are maintained within the appropriate range for each position, including the CEO position, and

are reviewed annually. In determining a competitive base salary for Mr. O’Reilly, the Committee considered his level of responsibility and contributions to the success of Chevron, the size and complexity of the business and his relative compensation position with respect to the peer group, both within the oil industry and general industry.

Prior to 2004, Mr. O’Reilly’s base salary had been low in the competitive range for both the energy industry comparator group as well as the general industry comparator group. Based on recommendations by the Committee’s consultant, the Committee increased Mr. O’Reilly’s base salary in 2004 to position him in the middle of the range for CEOs within both the energy industry comparator group and the general industry group.

Given his base salary position relative to the peer group, the Committee chose to maintain his base salary level in 2005 and increase his target pay at risk by increasing his annual bonus target for the 2005 performance year.

Chevron’s MIP has the same award determination rules for all participants. The CEO award is based solely on Corporation and individual performance. The MIP awards granted to Mr. O’Reilly and to the other four highest-paid officers for the past three performance years are presented in the Summary Compensation Table on page 21. The Committee considered:

Chevron’s LTIP has the same grant determination rules for all LTIP participants. Grants to Mr. O’Reilly and the other four highest-paid officers are presented in the compensation tables on pages 21 and 22. Based on data provided by its outside consultant, the Committee believes this grant is reasonable and well within competitive practice for his level of responsibilities. Mr. O’Reilly’s current grant value positions him very competitively with the ten oil industry group but below the average of the general industry benchmark companies.

Within the framework described above for base salary, annual bonus and long-term incentive grants, the Committee tries to maintain a competitive position for each of the three components (base salary, annual bonus and long-term incentives) with the vast majority of Mr. O’Reilly’s total compensation based on variable, performance-based results. Based on the data supplied by the Committee’s outside consultant and his performance, the Committee believes Mr. O’Reilly’s total compensation is appropriate.

Respectfully submitted on February 22, 2006, by members of the Management Compensation Committee of your Board:

Executive Compensation

SUMMARY COMPENSATION TABLE

																									Long-Term Compensation
										Annual Compensation															Awards										Payouts
																									Restricted					Securities					Vested
															Bonus					Other					Stock Unit					Underlying					Performance					All Other
		Name and								Salary					(Year Earned)					Compensation(1)					Awards(2)					Options(3)					Units					Compensation(4)
		Principal Position			Year					($)					($)					($)					($)					(#)					($)					($)
		D.J. O’Reilly				2005				$	1,550,000				$	3,500,000				$	51,083					—					425,000				$	3,575,250				$	124,000
		Chairman				2004				$	1,506,250				$	3,950,000				$	84,714					—					460,000				$	841,120				$	120,500
						2003				$	1,312,500				$	3,150,000					—					—					460,000				$	3,255,200				$	105,000
		P.J. Robertson				2005				$	879,583				$	1,500,000					—					—					180,000				$	1,532,250				$	70,367
		Vice-Chairman				2004				$	806,667				$	1,575,000					—					—					200,000				$	328,563				$	64,533
						2003				$	723,750				$	1,365,000					—				$	1,137,700					200,000				$	712,075				$	57,900
		P.A. Woertz				2005				$	685,417				$	850,000					—					—					115,000				$	825,713				$	54,833
		Executive Vice				2004				$	635,417				$	1,210,000					—					—					120,000				$	254,965				$	50,833
		President				2003				$	585,417				$	945,000					—				$	880,800					120,000				$	712,075				$	46,833
		J.S. Watson				2005				$	635,417				$	1,000,000					—					—					115,000				$	825,713				$	50,833
		Vice President				2004				$	576,667				$	1,155,000					—					—					120,000				$	183,995				$	46,133
						2003				$	502,500				$	945,000					—				$	880,800					120,000				$	712,075				$	40,200
		G.L. Kirkland				2005				$	618,750				$	1,000,000					—					—					115,000				$	595,875				$	49,500
		Executive Vice				2004				$	519,583				$	945,000					—					—					90,000				$	183,995				$	41,567
		President				2003				$	456,875				$	787,500					—				$	477,100					90,000				$	528,970				$	36,550

LONG-TERM INCENTIVE PLAN— 2005 PERFORMANCE SHARES AWARDS TABLE

					Number of					Performance					Estimated Future Payout(1)
					Performance					Period Until
		Name			Shares Granted					Payout					Threshold					Target					Maximum
		D.J. O’Reilly				66,000					3 Years					33,000					66,000					132,000
		P.J. Robertson				28,000					3 Years					14,000					28,000					56,000
		P.A. Woertz				18,000					3 Years					9,000					18,000					36,000
		J.S. Watson				18,000					3 Years					9,000					18,000					36,000
		G.L. Kirkland				18,000					3 Years					9,000					18,000					36,000

	(1)	Expressed in number of performance shares. The cash payout, if any, occurs on the third anniversary of the date of grant in an amount equal to the performance modifier multiplied by the number of shares multiplied by the 20-day trailing average price of Chevron Stock at the end of the performance period. The performance modifier is based on the Corporation’s Total Stockholder Return (TSR) for the three-year period compared to the TSR of each company in the Corporation’s peer group. The modifier for the Corporation’s positioning as best TSR to lowest TSR is 200%, 150%, 100%, 50%, 0%. The “Threshold” represents the lowest payout unless the modifier is 0%, which will result in no payout.

OPTION GRANTS IN LAST FISCAL YEAR TABLE

										Individual
										Grants
										Percentage
										of Total
					Number of					NQSOs/															Potential Realizable Value After 10 Years
					Securities					SARs															Based on Assumed Compounded Annual
					Underlying					Granted to					Exercise or										Rates of Stock Price Appreciation
					Options					Employees					Base Price					Expiration
		Name			Granted(1)					in 2005					(per Share)(3)					Date					0% per Year					5% per Year					10% per Year
		D.J. O’Reilly				425,000					4.9	%			$	56.76					6/29/15					—				$	15,172,500				$	38,445,500
		P.J. Robertson				180,000					2.1	%			$	56.76					6/29/15					—				$	6,426,000				$	16,282,800
		P.A. Woertz				115,000					1.3	%			$	56.76					6/29/15					—				$	4,105,500				$	10,402,900
		J.S. Watson				115,000					1.3	%			$	56.76					6/29/15					—				$	4,105,500				$	10,402,900
		G.L. Kirkland				115,000					1.3	%			$	56.76					6/29/15					—				$	4,105,500				$	10,402,900
		Chevron Equity Compensation Plans
		NQSO Stock Price/ Share													$	56.76									$	56.76				$	92.46				$	147.22
		Total Chevron 2005 NQSO’s/ SAR’s granted				8,717,945	(2)																							$	311,230,637				$	788,625,305
		All Stockholders(4)				2,232,686,670																				—				$	79,706,914,119				$	201,968,836,168
		Optionee Gain as % of All Stockholders’ Gain																													0.39	%				0.39	%

	(1)	NQSOs have a 10-year term and are generally vested 33.33 percent at each anniversary of the date of grant for three years.
	(2)	Excludes 1,344,296 (merger-adjusted) NQSOs/ SARs granted by Unocal Corporation on February 8, 2005, before the Chevron and Unocal merger, at a merger-adjusted exercise price of $46.1298 per share.
	(3)	The exercise or base price was the fair market value on the date of grant, which was June 29, 2005.
	(4)	Represents the potential aggregate increase in market capitalization of Chevron based upon 2,232,686,670 outstanding shares of Chevron Stock as of December 31, 2005.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE TABLE

					Shares																				Value of Unexercised
					Acquired on					Value					Unexercised Shares										In-the-Money Shares
		Name			Exercise					Realized					Exercisable					Unexercisable					Exercisable					Unexercisable
		D.J. O’Reilly				0					0					1,947,199					885,001				$	28,364,470				$	6,060,933
		P.J. Robertson				17,800				$	456,837					747,999					380,001				$	11,121,298				$	2,635,147
		P.A. Woertz				27,200				$	498,613					500,000					235,000				$	7,346,900				$	1,581,150
		J.S. Watson				16,600				$	303,118					391,400					235,000				$	5,820,653				$	1,581,150
		G.L. Kirkland				37,400				$	784,897					320,000					205,000				$	4,585,663				$	1,186,150

TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

In 2000, your Board adopted the Change-in-Control Benefit Protection Program and the Change in Control Surplus Employee Severance Program for Salary Grades 41 and Above to provide employees with benefit protection and to retain employees in the event of a change-in-control. The Board amended the plan in December 2005.

In the event of a change-in-control, executive officers are generally entitled to the following enhanced benefits:

In the event of a change-in-control, if an executive officer is terminated for any reason other than for cause or if the executive officer resigns as a result of a demotion, the executive officer will receive:

For the foregoing purposes, a “change-in-control” would occur if:

ADMINISTRATIVE SERVICES FOR RETIRED EXECUTIVES

It is customary for the Corporation to provide office space, as well as an administrative assistant available for shared use, to retired Chairmen and Vice-Chairmen of the Corporation. The aggregate incremental cost of these services to the Corporation is currently approximately $179,000 per person per year.

PENSION PLAN TABLE

							Years of Benefit Accrual Service
		Remuneration*					20					25					30					35					40
		$	1,500,000				$	480,000				$	600,000				$	720,000				$	840,000				$	960,000
		$	1,750,000				$	560,000				$	700,000				$	840,000				$	980,000				$	1,120,000
		$	2,000,000				$	640,000				$	800,000				$	960,000				$	1,120,000				$	1,280,000
		$	2,250,000				$	720,000				$	900,000				$	1,080,000				$	1,260,000				$	1,440,000
		$	2,500,000				$	800,000				$	1,000,000				$	1,200,000				$	1,400,000				$	1,600,000
		$	2,750,000				$	880,000				$	1,100,000				$	1,320,000				$	1,540,000				$	1,760,000
		$	3,000,000				$	960,000				$	1,200,000				$	1,440,000				$	1,680,000				$	1,920,000
		$	3,250,000				$	1,040,000				$	1,300,000				$	1,560,000				$	1,820,000				$	2,080,000
		$	3,500,000				$	1,120,000				$	1,400,000				$	1,680,000				$	1,960,000				$	2,240,000
		$	3,750,000				$	1,200,000				$	1,500,000				$	1,800,000				$	2,100,000				$	2,400,000
		$	4,000,000				$	1,280,000				$	1,600,000				$	1,920,000				$	2,240,000				$	2,560,000
		$	4,250,000				$	1,360,000				$	1,700,000				$	2,040,000				$	2,380,000				$	2,720,000
		$	4,500,000				$	1,440,000				$	1,800,000				$	2,160,000				$	2,520,000				$	2,880,000
		$	4,750,000				$	1,520,000				$	1,900,000				$	2,280,000				$	2,660,000				$	3,040,000
		$	5,000,000				$	1,600,000				$	2,000,000				$	2,400,000				$	2,800,000				$	3,200,000
		$	5,250,000				$	1,680,000				$	2,100,000				$	2,520,000				$	2,940,000				$	3,360,000
		$	5,500,000				$	1,760,000				$	2,200,000				$	2,640,000				$	3,080,000				$	3,520,000

Employees who meet the age, service and other requirements of the Corporation’s pension plans are eligible for a pension after retirement. The table shows the approximate yearly benefit that would be paid to an employee in the top compensation and period of service categories. The table reflects a single life annuity form of payment. Retiring employees may also elect to receive an equivalent lump-sum payment instead of an annuity. The pension formula also includes a reduction for Social Security that is not a material portion of the benefit.

Under the Corporation’s plans, covered compensation for the named executive officers includes the highest average salary and bonuses in the last ten years of employment. At December 31, 2005, the covered compensation and years of service were as follows:

D.J. O’Reilly $4,495,833 (37 years);

P.J. Robertson $2,020,000 (32 years);

P.A. Woertz $1,565,167 (29 years);

J.S. Watson $1,459,167 (25 years); and

G.L. Kirkland $1,265,583 (31 years).

PERFORMANCE GRAPH

The stock performance graph below shows how an initial investment of $100 in Chevron Stock would have compared with an equal investment in the S&P 500 Index or the Competitor Peer Group. The Competitor Peer Group companies are those with which the Corporation competes directly and against which for a number of years it has measured its performance for purposes of calculating grants under its MIP and its LTIP. The comparison covers a five-year period beginning December 31, 2000 and ending December 31, 2005 and is weighted by market capitalization as of the beginning of each year. It includes the reinvestment of all dividends that an investor would be entitled to receive. The interim measurement points show the value of $100 invested on December 31, 2000 as of the end of each year between 2001 and 2005.

Peer Group: BP p.l.c.-ADS, Exxon Mobil, Royal Dutch Shell plc-ADR and ConocoPhillips

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information as of December 31, 2005 with respect to the Corporation’s equity compensation plans:

															Number of securities
															remaining available for
					Number of securities to be					Weighted-average exercise					future issuance under
					issued upon exercise of					price of outstanding					equity compensation plans
					outstanding options,					options, warrants and					(excluding securities
					warrants and rights					rights					reflected in column (a))
		Plan Category (1)			(a)					(b)					(c)
		Equity compensation plans approved by security holders(2)				43,475,139	(3)			$	45.19	(4)				142,894,496	(5)
		Equity compensation plans not approved by security holders(6)				3,241,226	(7)			$	38.16	(8)				—	(9)
		Total				46,716,365				$	44.94					142,894,496

Stock Ownership Information

DIRECTORS’ AND EXECUTIVE OFFICERS’ STOCK OWNERSHIP

The following table shows the ownership interest in Chevron Stock as of March 1, 2006 for each non-employee Director, each of our five most highly paid executive officers in 2005 and all non-employee Directors and all executive officers as a group. No non-employee Director or executive officer owns 1 percent or more of the outstanding shares of Chevron Stock, nor do the non-employee Directors and executive officers as a group.

		Name			Shares Beneficially					Stock
		(“•” denotes a non-employee Director)			Owned(1)					Units(2)					Total(3)
		Samuel H. Armacost•				27,135	(4)				11,142					38,277
		Linnet F. Deily•				50					0					50
		Robert E. Denham•				6,061					8,035					14,096
		Robert J. Eaton•				41,475	(4)				17,090					58,565
		Sam Ginn•				22,297					22,745					45,042
		Carla A. Hills•				13,371					11,514					24,885
		Franklyn G. Jenifer•				13,683					23,097					36,780
		George L. Kirkland				347,534					18,429					365,963
		Sam Nunn•				17,509					22,633					40,142
		David J. O’Reilly				2,037,175					101,886					2,139,061
		Donald B. Rice•				28,950					0					28,950
		Peter J. Robertson				804,579					49,816					854,395
		Charles R. Shoemate•				12,738					20,965					33,703
		Ronald D. Sugar•				818					3,861					4,679
		Carl Ware•				11,246					11,227					22,473
		John S. Watson				407,507					55,113					462,620
		Patricia A. Woertz				505,221					71,070					576,291
		Non-employee Directors and executive officers as a group (23 persons)				5,245,787					518,658					5,764,445

	(1)	In accordance with SEC rules, amounts shown include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days as follows: 13,424 shares for Mr. Eaton, 320,000 shares for Mr. Kirkland, 13,424 shares for Sen. Nunn, 1,947,199 shares for Mr. O’Reilly, 747,999 shares for Mr. Robertson, 5,372 shares for Mr. Ware, 391,400 shares for Mr. Watson, 500,000 shares for Ms. Woertz, and 4,655,200 shares for all Directors and all executive officers as a group. For executive officers, the amounts shown include shares held for them in trust under the Employee Savings Investment Plan or the Texaco Supplemental Thrift Plan. For non-employee Directors, the amounts shown include shares of restricted Chevron Stock awarded under the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan.
	(2)	Stock units do not carry voting rights and may not be sold. They do, however, represent the equivalent of economic ownership of Chevron Stock, since the value of each unit is measured by the price of Chevron Stock. For non-employee Directors, these are stock units awarded under the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan and the Texaco Inc. Director and Employee Deferral Plan and may ultimately be paid in shares of Chevron Stock. For executive officers, these include stock units awarded under the LTIP or deferred under the Chevron Deferred Compensation Plan for Management Employees and may ultimately be paid in shares of Chevron Stock. Also for executive officers, these include stock units under the ESIP Restoration Plan that will ultimately be paid in cash.
	(3)	Amounts shown include the individual’s shares beneficially owned as described in Note 1 plus the individual’s stock units owned as described in Note 2.
	(4)	Includes the following number of shares held in the name of family members: Mr. Armacost, 2,200 shares and Mr. Eaton, 3,080 shares.

OTHER SECURITY HOLDERS

Chevron does not know of any person who has or shares voting and/or investment power with respect to more than 5 percent of the shares of Chevron Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires Directors and executive officers to file, with the SEC, the NYSE and Chevron, reports of initial ownership and changes in ownership of Chevron equity securities.

Based solely on a review of the reports furnished to Chevron, we believe that during 2005 all of our Directors and executive officers timely filed all reports they were required to file under Section 16(a).

Public Accounting Firm

(Item 2 on the proxy form)

The Audit Committee, which is composed entirely of independent Directors, has selected PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the independent registered public accounting firm to audit the consolidated financial statements of Chevron and its subsidiaries for 2006 and Chevron’s management assessment of and the effectiveness of internal control over financial reporting. Your Board has endorsed this appointment. PricewaterhouseCoopers previously audited the consolidated financial statements of Chevron during the two years ended December 31, 2005 and Chevron’s management assessment of and the effectiveness of internal control over financial reporting as of December 31, 2005. During each of the two years ended December 31, 2005, PricewaterhouseCoopers provided both audit and non-audit services.

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Corporation by PricewaterhouseCoopers for the years ended December 31, 2005 and 2004, were as follows (millions of dollars):

The Audit fees for the years ended December 31, 2005 and 2004 were for the audits of the consolidated financial statements of the Corporation, statutory and subsidiary audits, issuance of consents, assistance with and review of documents filed with the SEC and Chevron’s management assessment of and the effectiveness of internal control over financial reporting.

The Audit Related fees for the years ended December 31, 2005 and 2004 were for assurance and related services for employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax fees for the years ended December 31, 2005 and 2004 were for services related to tax compliance, including the preparation of tax returns and claims for refund; and tax planning and tax advice, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions, tax services for employee benefit plans and requests for rulings or technical advice from tax authorities.

All Other fees for the years ended December 31, 2005 and 2004 included services rendered for software licenses, subscriptions, benchmark studies and surveys.

Audit Committee Pre-Approval Policies and Procedures

The 2005 audit and non-audit services provided by PricewaterhouseCoopers were approved by the Audit Committee. The non-audit services which were approved by the Audit Committee were also reviewed to ensure compatibility with maintaining the accounting firm’s independence.

The Audit Committee implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by PricewaterhouseCoopers and the estimated fees related to these services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the accounting firm. The services and fees must be deemed

Public Accounting Firm (concluded)

compatible with the maintenance of the accounting firm’s independence, including compliance with SEC rules and regulations.

Throughout the year, the Audit Committee reviews any revisions to the estimates of audit and non-audit fees initially approved.

Representatives of PricewaterhouseCoopers will be present at the Annual Meeting, will have an opportunity to make statements if they desire and will be available to respond to appropriate questions. If the stockholders do not ratify the appointment of PricewaterhouseCoopers, the Audit Committee will select another independent registered public accounting firm for the following year.

Your Board unanimously recommends that you vote FOR the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm.

Stockholder Proposals

2006 QUALIFYING STOCKHOLDER PROPOSALS

Your Board welcomes dialogue on the topics presented in the stockholder proposals on the following pages. Chevron is continually striving to proactively and transparently communicate on these and other issues of interest to the Company and its stockholders. Some of the following stockholder proposals contain assertions about Chevron that we believe are incorrect. Your Board has not attempted to refute all these inaccuracies. However, your Board has seriously considered each proposal and recommended a vote based on the specific reasons as set forth in each Board response. Errors in the stockholder proposals were not corrected by the Company.

The Company received a number of proposals requesting specific reports. As a general principle, your Board opposes developing specially requested reports because producing such reports is an inefficient use of Company resources when the issues are addressed sufficiently through existing Company communication vehicles. Moreover, your Board believes that stockholders benefit from reading about these issues in the context of the other activities of the Company rather than in isolation. Many of the issues included in the following stockholder proposals are discussed in the Company’s Corporate Responsibility Report, the Company’s Annual Report and this Proxy Statement. Additional information on the Company’s corporate governance and corporate social responsibility philosophies and initiatives are available on its Web site at www.chevron.com.

Your Board urges stockholders to read the Proxy Statement, the Annual Report and the Corporate Responsibility Report, as well as the other information presented on the Chevron Web site.

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

Chevron’s Restated Certificate of Incorporation adopted on May 9, 2005 precludes taking actions on any proposal that is not included in the Proxy Statement unless the Board decides to waive the restriction.

If a stockholder wishes to present a proposal for action at the Annual Meeting in 2007, the proponent and the proposal must comply with the proxy proposal submission rules of the SEC. One of the requirements is that the proposal be received by the Corporate Secretary no later than November 20, 2006. Proposals we receive after that date will not be included in the Proxy Statement or acted upon at the 2007 Annual Meeting. We urge stockholders to submit proposals by overnight mail addressed to Chevron Corporation, Attn: Corporate Secretary, 6001 Bollinger Canyon Road, San Ramon, CA 94583, electronically by e-mail to corpgov@chevron.com or by facsimile to (925) 842-2846.

We will provide the name, address and share ownership of the stockholder submitting a qualifying proposal upon a stockholder’s oral or written request.

STOCKHOLDER PROPOSAL TO AMEND COMPANY BY-LAWS TO INCLUDE PROPONENT REIMBURSEMENT

(Item 3 on the proxy form)

It is hereby RESOLVED that pursuant to Section 109 of the Delaware General Corporation Law, 8 Del. C. § 109, and Article VII of the Company’s by-laws, Article IV of the Company’s by-laws, entitled “Meetings of Stockholders,” is hereby amended to add a new “Section 6, Reimbursement,” as follows:

Article IV, Section 6. Reimbursement

Supporting Statement:

I believe that a shareholder that initiates a proposal that is supported by a majority (or requisite supermajority) of shareholders, performs a service that benefits fellow shareholders and the Company. In such instances, the initiating shareholder captures only a limited fraction of the produced benefits but has to bear fully the incurred “campaign expenses” involved in initiating and making the case for the proposal and possibly also in countering efforts by the Company to exclude the proposal or to persuade shareholders to vote against it. Thus, in the absence of reimbursement, I believe that shareholders have insufficient incentives to initiate beneficial proposals. The proposed bylaw amendment would require reimbursement only for proposals that obtain substantial shareholder support, thus encouraging beneficial proposals without encouraging or rewarding the submission of nuisance proposals that are unlikely to be supported by a significant number of shareholders.

Additionally, except when the Company expends significant funds in fighting a proposal which a majority of shareholders ultimately support, the amount of the reimbursement typically will be small. Thus, the proposal encourages the Board of Directors to carefully consider whether a proposal has merit and is likely to be supported by shareholders before expending significant Company resources attempting to exclude the proposal from the Company’s proxy statement or to solicit proxies in opposition to the proposal.

YOUR BOARD’S RECOMMENDATION AGAINST THE PROPOSAL TO AMEND COMPANY BY-LAWS TO INCLUDE PROPONENT REIMBURSEMENT

Your Board believes reimbursement of stockholder proposal expenses is unnecessary to ensure robust use of the current stockholder proposal process and is an imprudent use of stockholder funds that does not serve the best interest of our stockholders. Therefore, your Board recommends you vote AGAINST this proposal.

The cost of submitting a stockholder proposal is typically minimal as the proponent states, yet each proposal submitted to the Company receives the highest level of review within the executive management, by the Board Nominating and Governance and Public Policy Committees, and by the Board as a whole. The Company seeks to contact each proponent to engage in dialogue on the issues to better serve the collective interests of the stockholders. Your Board believes that the number of proposals printed in the Company’s annual proxy statements demonstrates that the stockholder proposal process is well-utilized by our stockholders without any reimbursement of stockholder proposal expenses.

Your Board is committed to creating long-term stockholder value by the prudent use of stockholder funds. Your Board must carefully consider any expenditure of Company funds in light of a broad range of opportunities and financial obligations critical to the economic longevity and prosperity of the Company. Your Board believes that funding proposals may not be the most prudent way to enhance stockholder value.

If reimbursement of expenses were available to proponents as proposed, the potential for reimbursement could provide an incentive to escalate the stockholder proposal process into more of a vigorous campaign endeavor. This potential for reimbursement would be available to all stockholders, including special interest groups who were not representative of the stockholders at large but, if successful, could result in an expenditure of funds to reimburse campaign expenses that could be contrary to the Board’s commitment of creating long-term stockholder value.

Our Corporate Governance Guidelines set forth a procedure for concerned investors to communicate with the Board which your Board believes is a viable and effective alternative for stockholders to inform the Company about issues that they believe warrant the Board’s attention.

Your Board believes that reimbursing proponents for those proposals receiving majority support constitutes an imprudent use of the Company’s resources and will not provide any benefit to our stockholders. Therefore, your Board recommends you vote AGAINST this proposal.

STOCKHOLDER PROPOSAL ON OIL AND GAS DRILLING IN PROTECTED AND SENSITIVE AREAS

(Item 4 on the proxy form)

WHEREAS, biodiversity is being lost at an alarming rate, and there is a need to preserve the Earth’s remaining species of plants and animals. The direct and indirect impact of oil and gas exploration and production can pose significant risks to biodiversity;

WHEREAS, protected and sensitive areas are essential for supporting biodiversity. Development in these areas can have negative impacts on biodiversity. For example, the Department of the Interior estimates that drilling in the coastal plain of the Arctic National Wildlife Refuge will displace or damage up to 40 percent of the Porcupine River Caribou herd, threaten denning areas for polar bears, and disturb ecosystems that support more than 130 species of migratory birds;

WHEREAS, as shareholders, we believe there is a need to study, disclose, and report on the possible impact to our company’s value from decisions to do business in protected and sensitive areas, including IUCN Management Categories l-IV and Marine Management Categories I-V; World Heritage Sites; and national parks, monuments, and wildlife refuges;

WHEREAS, preserving sensitive ecosystems will enhance our company’s image and reputation with consumers, elected officials, current and potential employees, and investors;

WHEREAS, some of our major competitors have already enacted such a policy;

RESOLVED, shareholders request that the independent directors of the Board of Chevron prepare a report, at reasonable cost and omitting proprietary information, on the potential environmental damage that would result from the company drilling for oil and gas in protected areas such as IUCN Management Categories I-IV and Marine Management Categories l-V, national parks, monuments, and wildlife refuges (such as the Arctic National Wildlife Refuge), and World Heritage Sites. The report should consider the implications of a policy of refraining from drilling in such areas and should be available to investors by the 2007 annual meeting.

Supporting Statement:

We agree with Chevron when the company states “there has been growing recognition that preservation of biodiversity is not only an environmental issue, but also one with important social and economic implications. The public has become increasingly concerned about the loss of biodiversity in key regions of the world and the role industry has played in that loss.”

We welcome Chevron’s interest in biodiversity and the goal of doing no harm to the environment. Chevron acknowledges that its understanding of biodiversity conservation concerns has expanded. Chevron has “identified the opportunity to more systematically manage the issue by better integrating it into our Operational Excellence Management System.”

As shareholders we strongly believe, in addition to managing the issue, there is a need to study and disclose the impact on our company’s value from decisions to do business in protected areas. This would allow shareholders to assess the risks created by the company’s activity in these areas as well as the company’s strategy for managing these risks.

Vote YES for this proposal, which will improve our company’s reputation as a leader in environmentally responsible energy recovery.

YOUR BOARD’S RECOMMENDATION AGAINST THE PROPOSAL ON OIL AND GAS DRILLING IN PROTECTED AND SENSITIVE AREAS

Your Board believes Chevron has expressly committed to conducting its business in a socially responsible and ethical manner that protects people and the environment, and it openly communicates its principles and examples of incorporating them in its day-to-day business in Company materials such as its annual Corporate Responsibility Report. Therefore, your Board believes a special report on this subject is unnecessary and an inefficient use of Company resources and recommends you vote AGAINST the proposal.

Chevron’s operations are guided by principles that strongly emphasize the importance of protecting people and the environment. Safe, reliable, efficient and environmentally sound operations are among its core values. The Company continually works to improve processes to protect and conserve the natural environment wherever it operates.

In addition, Chevron has adopted a formal statement describing how it supports biodiversity conservation. The most important way Chevron supports such conservation is by considering biodiversity-related issues during the company’s decision-making and management processes, particularly through its Operational Excellence Management System— its corporate-wide health, environment and safety operational principles and practices.

The Company also supports biodiversity conservation through engagement with governments, non-governmental organizations, communities, industry and educational associations and other stakeholders on this issue. For example, Chevron participates in the multi-year Energy and Biodiversity Initiative. It is incorporating Initiative tools into the Company’s Management System and is encouraging its industry peers to use the tools as well. The Company is also engaged with external policy initiatives such as the Convention on Biological Diversity and actively promotes enhanced attention by industry to biodiversity conservation.

Your Board recognizes that protecting the environment is an important issue. The Company operates in protected areas only where the government has legally authorized such operations and where the Company is confident it can comply with all regulatory requirements and utilize operating practices appropriate for the area.

Your Board believes that decisions on whether to operate in protected areas need to be made case-by-case. They should be based on the specific circumstances of the area and operation involved, and should consider the potential risks and benefits to both business value and biodiversity. Every decision is unique and specific to the location and the Company’s operational plans, but in every case the Company works to understand the potential risks and benefits— to both business value and biodiversity.

Chevron’s case-by-case approach makes most sense to balance economic and environmental business needs. Our stockholders have derived value from oil and gas production from historic and existing Company operations in protected areas. Continued major global expansion of the number and size of protected areas that prohibit natural resource development has the potential to foreclose much needed oil and gas production and thus poses risks for future stockholder value.

The Company has described numerous elements of its environmental policies and practices in its most recent Corporate Responsibility Report, including a specific section on Biodiversity. Your Board believes a special report is an inefficient use of Company resources when the issues are addressed through existing Company communication vehicles.

Your Board believes the Company’s approach to operating in protected areas, balancing economic and environmental business needs, is aligned with Chevron’s principles designed to build long-term value and is openly communicated. Stockholders endorsed the Company’s approach by defeating overwhelmingly a similar proposal in 2005. Therefore, your Board recommends you vote AGAINST the proposal.

STOCKHOLDER PROPOSAL FOR A REPORT ON POLITICAL CONTRIBUTIONS

(Item 5 on the proxy form)

Resolved, that the shareholders of Chevron (“Company”) hereby request that the Company provide a report, updated semi-annually, disclosing the Company’s:

This report shall be presented to the board of directors’ audit committee or other relevant oversight committee, and posted on the company’s website to reduce costs to shareholders.

Stockholder Supporting Statements:

As long-term shareholders of Chevron we support policies that apply transparency and accountability to corporate political giving. In our view, such disclosure is consistent with public policy in regard to public company disclosure.

Company executives exercise wide discretion over the use of corporate resources for political purposes. They make decisions without a stated business rationale for such donations. In the 2003-04, the last fully reported election cycle, Chevron contributed at least $1,010,050. (The Center for Public lntegrity: http://www.publicintegrity.org/527/ db.aspx?act=main)

Relying only on the limited data available from the Federal Election Commission and the Internal Revenue Service, the Center for Public Integrity, a leading campaign finance watchdog organization, provides an incomplete picture of the company’s political donations. Complete disclosure by the company is necessary for the company’s Board and its shareholders to be able to fully evaluate the political use of corporate assets.

Although the Bi-Partisan Campaign Reform Act (BCRA) enacted in 2002 prohibits corporate contributions to political parties at the federal level, it allows companies to contribute to independent political committees, also known as 527s.

Absent a system of accountability, corporate executives will be free to use the Company’s assets for political objectives that are not shared by and may be inimical to the interests of the Company and its shareholders. There is currently no single source of information that provides the information sought by this resolution. That is why we urge your support for this critical governance reform.