EX-24 5 poad77.txt POWER OF ATTORNEY POWER OF ATTORNEY 2004 MANAGEMENT INCENTIVE PROGRAM By signing below, each of the undersigned officers and/or directors of Unocal Corporation, a Delaware corporation, hereby constitutes and appoints Samuel H. Gillespie, Joe D. Cecil and Darrell D. Chessum, and each of them severally, with full power of substitution and resubstitution, as his or her true and lawful attorneys-in-fact and agents to sign for the undersigned and in the name of the undersigned, in any and all capacities, the Registration Statement(s) on Form S-8 to which this Power of Attorney shall be filed as an exhibit and any or all amendments (including any post-effective amendments) to such Registration Statement and to file the same with all exhibits thereto, including this Power of Attorney, and any and all applications and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned could do if personally present. Each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of February 10, 2004. SIGNATURE TITLE --------- ----- /S/ Charles R. Williamson _________________________ Chief Executive Officer and Charles R. Williamson Chairman of the Board /S/ Terry G. Dallas _________________________ Executive Vice President and Terry G. Dallas Chief Financial Officer /S/ Joe D. Cecil _________________________ Vice President and Comptroller Joe D. Cecil (Principal Accounting Officer) /S/ John W. Creighton, Jr. _________________________ Vice Chairman of the Board John W. Creighton, Jr. _________________________ Director John W. Amerman /S/ Craig Arnold _________________________ Director Craig Arnold SIGNATURE TITLE --------- ----- /S/ James W. Crownover ________________________ Director James W. Crownover _________________________ Director Frank C. Herringer /S/ Ferrell P. McClean _________________________ Director Ferrell P. McClean /S/ Richard D. McCormick _________________________ Director Richard D. McCormick /S/ Donald B. Rice _________________________ Director Donald B. Rice _________________________ Director Kevin W. Sharer /S/ Mark A. Suwyn _________________________ Director Mark A. Suwyn /S/ Marina v.N. Whitman _________________________ Director Marina v.N. Whitman 2