Exhibit 99.2
UNOCAL CORPORATION ELECTION FORM
Pursuant to the terms of the Agreement and Plan of Merger, as described and set
forth in the Proxy Statement/Prospectus dated , 2005, upon consummation
of the merger each share of Unocal Corporation will be converted into the right
to receive either a mix of Chevron Corporation common stock and cash, stock, or
cash. As a Unocal Corporation stockholder, you are being given the opportunity
to elect for each Unocal share:
- - A COMBINATION OF 0.7725 OF A SHARE OF CHEVRON COMMON STOCK AND $16.25 IN
CASH (THE "MIXED ELECTION");
- - 1.03 SHARES OF CHEVRON COMMON STOCK (THE "ALL-STOCK ELECTION") OR
- - $65 IN CASH (THE "ALL-CASH ELECTION").
YOUR ELECTION IS SUBJECT TO CERTAIN PRORATION RULES, AS DESCRIBED IN THE PROXY
STATEMENT/PROSPECTUS.
I/we the undersigned, surrender to you for exchange the share(s) identified
below. I/we certify that I/we have complied with all requirements as stated in
the instructions on the reverse side, was/were the registered holder(s) of the
shares of Unocal Corporation common stock represented by the enclosed
certificates, have full authority to surrender these certificate(s) and give the
instructions in this Election Form and warrant that the shares represented by
these certificates are free and clear of all liens, restrictions, adverse claims
and encumbrances.
PLEASE COMPLETE THE BACK IF YOU WOULD LIKE TO TRANSFER OWNERSHIP OR REQUEST
SPECIAL MAILING.
(1) SIGNATURE: This form MUST be signed by the registered holder(s) exactly as
their name(s) appears on the certificate(s) or by person(s) authorized to
sign on behalf of the registered holder(s) by documents transmitted
herewith.
X____________________________________________|_________|________________________
Signature of Stockholder Date Daytime Telephone #
X____________________________________________|_________|________________________
Signature of Stockholder Date Daytime Telephone #
(2) SUBSTITUTE FORM W-9
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY
SIGNING BELOW.
If the Taxpayer ID Number printed above is INCORRECT OR if the space is BLANK
write in the CORRECT number here. _________________
Under penalties of perjury. I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), AND
2. I am not subject to backup withholding because: (A) I am exempt from backup
withholding, or (B) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (C) the IRS has notified me that I am no longer
subject to backup withholding, AND
3. I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
Signature: Date:
- --------------------------------------------------------------------------------
PLACE AN [X] IN ONE ELECTION BOX ONLY
(3) [ ] All Mixed Election (4) [ ] All Stock Election Only
(5) [ ] All Cash Election Only (6) [ ] No Election
(7) [ ] Combination* Cash ___________ Stock __________
Shares Shares
*Any remaining shares will be the mixed election.
If you cannot produce some or all of your Unocal Corporation stock
certificate(s), you must obtain a lost instrument open penalty surety bond. To
do so through Mellon, complete the section below. (Alternatively, you may obtain
such a bond through an intermediary of your choice, as long as the insurance
company that issues the bond is rated A+XV or better by A.M. Best & Company).
Please print clearly.
(8) AFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S) AND AGREEMENT OF
INDEMNITY
THIS AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND A CHECK IS NOT INCLUDED
Taxpayer ID or Social Security Number
TOTAL SHARES LOST +
Please Fill In Certificate No(s). if Known Number of Shares
Attach separate schedule if needed
By signing this form I/We swear, depose and state that: I/We am/are the lawful
owner(s) of the certificate(s) hereinafter referred to as the "securities"
described in the enclosed Election Form. The securities have not been endorsed,
pledged, cashed, negotiated, transferred, assigned, or otherwise disposed of.
I/We have made a diligent search for the securities and have been unable to find
it or them and make this Affidavit for the purpose of inducing the sale,
exchange, redemption, or cancellation of the securities, as outlined in the
Election Form, without the surrender of the original(s), and also to request and
induce Federal Insurance Company to provide suretyship for me to cover the
missing securities under its Blanket Bond #8302-00-67. I/We hereby agree to
surrender the securities for cancellation should I/We, at any time, find the
securities.
I/We hereby agree for myself/ourselves, my/our heirs, successors, assigns and
personal representatives, in consideration of the proceeds of the sale,
exchange, redemption or cancellation of the securities, and the aforementioned
suretyship, to indemnify, protect and hold harmless Federal Insurance Company
(the Surety), Mellon Investor Services LLC, UNOCAL CORPORATION, CHEVRON
CORPORATION, ALL THEIR SUBSIDIARIES AND ANY OTHER PARTY TO THE TRANSACTION, from
and against any and all loss, costs, and damages including court costs and
attorney's fees, which they may be subject to or liable for in respect to the
sale, exchange, redemption, or cancellation of the securities without requiring
surrender of the original securities. The rights accruing to the parties under
the preceding sentence shall not be limited or abridged by their negligence,
inadvertence, accident, oversight, breach or failure to inquire into, contest,
or litigate any claim, whenever such negligence, inadvertence, accident,
oversight, breach or failure may occur or may have occurred, I/We agree that
this Affidavit and Indemnity Agreement is to become part of Blanket Bond
#8302-00-67 underwritten by Federal Insurance Company.
Any person who, knowingly and with intent to defraud any insurance company or
other person, files an application or statement of claim, containing any
materially false information, or conceals for the purpose of misleading,
information concerning any fact material thereto, commits a fraudulent insurance
act, which is a crime, and shall also be subject to civil penalties as
prescribed by law.
X Signed by Affiant (stockholder)_______________________________________________
(Deponent) (Indemnitore) (Heirs Individually)
on this (date)__________________________________________________________________
Month Day Year
Social Security #_________________________Date_____Notary Public________________
LOST SECURITIES PREMIUM/SERVICE FEE CALCULATION
If you have lost certificate(s) representing 100 shares or less, there is only a
$25.00 service fee.
1. Enter the number of shares that are lost:
___________________ x (Cash Rate) $65.00= $________________ Share Value*
*IF THE SHARE VALUE EXCEEDS $500,000, OR IF THE SHAREHOLDER IS FOREIGN OR
DECEASED, DO NOT COMPLETE THIS AFFIDAVIT, AS IT WILL BE CONSIDERED INVALID.
COMPLETE ONLY THE ELECTION FORM AND CONTACT MELLON INVESTOR SERVICES
REGARDING THE LOST CERTIFICATE(S).
2. Please Enter Share Value $______________ (Share Value) x (2%) or .02=
$________________ Surety Premium
Multiply by 2% (.02) for Surety Premium.
3. Add $25.00 for service fee $________________ Service Fee
Total Amount Due (Add Lines 2 & 3) $________________ Total Fee
Please make all checks payable to: MELLON INVESTOR SERVICES, 85 Challenger
Rd., Ridgefield Park, NJ 07660. ANY CHECKS OVER $250.00 MUST BE IN THE FORM
OF A CERTIFIED CHECK, CASHIER'S CHECK OR MONEY ORDER.
(9)
SPECIAL TRANSFER INSTRUCTIONS
If you want your Chevron Corporation common DRS Stock Distribution Statement,
check for fractional shares, and/or check for cash to be issued in ANOTHER NAME,
fill in this section with the information for the new account name.
________________________________________________________________________________
Name (Please Print First, Middle & Last Name)
________________________________________________________________________________
Address (Number and Street)
________________________________________________________________________________
(City, State & Zip Code)
________________________________________________________________________________
(Tax Identification or Social Security Number)
SIGNATURE GUARANTEE MEDALLION
________________________________________________________________________________
(Title of Officer Signing this Guarantee)
________________________________________________________________________________
(Name of Guarantor - Please Print)
________________________________________________________________________________
(Address of Guarantor Firm)
________________________________________________________________________________
IF THE EXCHANGE AGENT HAS NOT RECEIVED AN EFFECTIVE ELECTION FORM FROM A HOLDER
OF SHARES OF UNOCAL CORPORATION COMMON STOCK AT THE EXCHANGE AGENT'S DESIGNATED
OFFICE BY 5:00 P.M., NEW YORK CITY TIME, ON OR PRIOR TO , 2005, SUCH HOLDER
SHALL BE DEEMED TO HAVE MADE NO ELECTION AND SUCH HOLDER'S SHARES OF UNOCAL
CORPORATION COMMON STOCK SHALL BE DEEMED TO BE NO ELECTION SHARES (AS DEFINED IN
THE MERGER AGREEMENT).
INSTRUCTIONS FOR COMPLETING THE ELECTION FORM
PLEASE NOTE: TOTAL SHARES YOU HOLD ARE LISTED ABOVE YOUR NAME AND ADDRESS (STOCK
CERTIFICATE SHARES ON LEFT AND UNOCAL DIVIDEND REINVESTMENT SHARES ON RIGHT)
(1) Sign, date and include your daytime telephone number in this Election Form
in Box 1 and after completing all other applicable sections return this
form and your stock certificates in the enclosed envelope.
(2) PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER
if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number is
incorrect or blank, write the corrected number in Box 2 and sign to
certify. Please note that Mellon Investor Services may withhold 28% of your
proceeds as required by the IRS if the Taxpayer ID or Social Security
Number is not certified on our records. If you are a non - U.S. Taxpayer,
please complete and return form W-8BEN.
(3) If you are electing to receive the mixed election for all of your Unocal
shares, please check this box.
(4) If you are electing to receive all stock, please check this box only. If
you wish to designate an allocation of cash and stock consideration to
which you are entitled among your Unocal shares in the event the All Stock
Election is oversubscribed, please attach a statement to this Election
Form setting forth such designation.
(5) If you are electing to receive all cash, please check this box only. If
you wish to designate an allocation of cash and stock consideration to
which you are entitled among your Unocal shares in the event the All Cash
Election is oversubscribed, please attach a statement to this Election
Form setting forth such designation.
(6) To specify no election, please check this box only.
(7) If you choose the combination, you must indicate the number of shares for
which you are electing to receive all stock and/or all cash. You will
receive the mixed election for any remaining shares. If you wish to
designate an allocation of cash and stock consideration to which you are
entitled among your Unocal shares in the event you choose the Combination,
please attach a statement to this Election Form setting forth such
designation.
(8) If you cannot locate some or all of your Unocal Corporation stock
certificates, please follow the instructions provided and complete Box 8,
the Affidavit of Lost, Missing or Destroyed Certificates section, on the
front side of the Election Form.
(9) If you want your Chevron common DRS Stock Distribution Statement, check for
fractional shares, and/or check for cash to be issued in another name,
complete the Special Transfer Instructions in Box 9. Signature(s) in Box 9
must be medallion guaranteed.
Please refer to the letter of transmittal included in your packet for
additional information and instructions.
HOW TO CONTACT MELLON INVESTOR SERVICES
By Telephone - 9 a.m. to 5:30 p.m. New York Time, Monday through Friday, except
for bank holidays:
From within the U.S., Canada or Puerto Rico:
1-866-865-6324 (Toll Free)
From outside the U.S.:
1-201-329-8660 (Collect)
WHERE TO FORWARD YOUR ELECTION FORM
BY REGULAR MAIL:
Mellon Investor Services LLC
Attn: Reorganization Dept.
P.O. Box 3301
South Hackensack, NJ 07606
BY OVERNIGHT COURIER OR
REGISTERED INSURED MAIL:
Mellon Investor Services LLC
Attn: Reorganization Dept.
85 Challenger Road
Mail Drop-Reorg
BY HAND:
Mellon Investor Services
Attn: Reorganization Dept.
120 Broadway, 13th Floor
New York, NY 10271