David J. O'Reilly, 58
Chairman of the Board and Chief Executive Officer since the completion of the ChevronTexaco merger in 2001. He held the same positions with Chevron since 2000. Previously he was elected a Director and Vice Chairman in 1998, President of Chevron Products Company in 1994 and a Vice President in 1991. He is a Director of the American Petroleum Institute and the Institute for International Economics. He joined ChevronTexaco in 1968.

Peter J. Robertson, 58
Vice Chairman of the Board since 2002. Since January 2005, in addition to a broad sharing of the CEO's responsibilities, he is directly responsible for Strategic Planning; Policy, Government and Public Affairs; and Human Resources. Previously he was responsible for worldwide upstream and gas operations. He is a Director of the American Petroleum Institute, the U.S.-Saudi Arabian Business Council and the U.S.-Russian Business Council. He joined ChevronTexaco in 1973.

Samuel H. Armacost, 65
Director since 1982. He is Chairman of the Board of SRI International. Previously he was a Managing Director of Weiss, Peck & Greer LLC. He also is a Director of Del Monte Foods Company; Callaway Golf Company; Franklin Resources, Inc.; and Exponent, Inc. (3, 4)

Robert E. Denham, 59
Director since 2004. He is a Partner in the law firm of Munger, Tolles & Olson LLP. Previously he was Chairman and Chief Executive Officer of Salomon Inc. He also is a Director of Lucent Technologies Inc.; Wesco Financial Corporation; and Fomento Economico Mexicano, S.A. de C.V. (1)

Robert J. Eaton, 65
Director since 2000. He is retired Chairman of the Board of Management of DaimlerChrysler AG. Previously he was Chairman of the Board and Chief Executive Officer of Chrysler Corporation and a Director of Texaco Inc. (2, 4)

Sam Ginn, 67
Director since 1989. He is retired Chairman of Vodafone AirTouch, PLC. Previously he was Chairman of the Board and Chief Executive Officer of AirTouch Communications, Inc., and Chairman of the Board, President and Chief Executive Officer of Pacific Telesis Group. He is a Director of The Business Council, Yosemite Fund, Templeton Emerging Markets Investment Trust PLC and the Hoover Institute Board of Overseers. (1)

Carla A. Hills, 71
Lead Director since 2004 and a Director since 1993. She is Chairman and Chief Executive Officer of Hills & Company International Consultants. She served as U.S. Trade Representative from 1989 to 1993 and Secretary of the Department of Housing and Urban Development from 1975 to 1977. She is a Director of American International Group, Inc.; Lucent Technologies Inc.; and Time Warner Inc. (3, 4)

Franklyn G. Jenifer, 66
Director since 1993. He is President of The University of Texas at Dallas. Previously he was President of Howard University, Chancellor of the Massachusetts Board of Regents of Higher Education and a Director of Texaco Inc. He is a Member of the Board Directors Alliance for Higher Education, Dallas Citizens Council and the Monitoring Committee for the Louisiana Desegregation Settlement Agreement. (1)

J. Bennett Johnston, 72*
Director since 1997. He is a Partner in Johnston & Associates, LLC, and Johnston Development Company, LLC, consulting and development firms. He served as a U.S. Senator from Louisiana for 24 years. He is President of the U.S. Pacific Economic Cooperation Council and a Director of Nexant, Inc., and Freeport-McMoRan Copper & Gold Inc. (2, 4)

Sam Nunn, 66
Director since 1997. He is Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a charitable organization. He also is a distinguished professor at the Sam Nunn School of International Affairs, Georgia Tech. He served as a U.S. Senator from Georgia for 24 years and was a Director of Texaco Inc. He is a Director of The Coca-Cola Company; Dell Inc.; Internet Security Systems, Inc.; Scientific-Atlanta, Inc.; and General Electric Company. (2, 3)

Charles R. Shoemate, 65
Director since 1998. He is retired Chairman of the Board, President and Chief Executive Officer of Bestfoods and was a Director of Texaco Inc. He is a Director of International Paper Company and CIGNA Corporation. (1)

Carl Ware, 61
Director since 2001. He is Senior Adviser to the Chief Executive Officer of The Coca-Cola Company and retired Executive Vice President of Global Public Affairs and Administration for The Coca-Cola Company. Previously he was President of The Coca-Cola Company's Africa Group. He is a Director of PGA TOUR Golf Course Properties, Inc., and Cummins Inc. (2, 3)