Press Release

ChevronTexaco Comments on Announcement of Definitive Agreement for Sale Of Former Texaco U.S. Downstream Interests

SAN FRANCISCO, Dec. 12, 2001 /PRNewswire/ -- ChevronTexaco Corp. (NYSE: CVX) today issued the following statement about the signing of definitive agreements for the sale of U.S. downstream interests that were formerly held by subsidiaries of Texaco Inc.

"We are pleased with today's announcement of the signing of definitive agreements by the Texaco Alliance Trust, Shell Oil Company and Saudi Refining Inc. for the sale of interests in Equilon and Motiva that were formerly held by subsidiaries of Texaco Inc. The Texaco Alliance Trust has done an impressive job in expeditiously completing these agreements, which are consistent with the memorandum of understanding that Texaco signed with Shell Oil Company and Saudi Refining Inc. prior to the closure of Texaco's merger with Chevron."


Under terms of the Consent Order of the U.S. Federal Trade Commission and agreement with state attorneys general, Texaco was required to sell its interests in Equilon Enterprises LLC and Motiva Enterprises LLC as a condition of its merger with Chevron Corp. On October 9, 2001, Texaco, Shell and SRI announced the signing of a memorandum of understanding for the sale. Prior to completing its merger with Chevron, Texaco transferred its interests in those downstream companies to the Texaco Alliance Trust. Robert A. Falise is Chairman of the Trust and Divestiture Trustee.

Under these agreements, Shell would have 100 percent interest in Equilon, and Shell and SRI would each have a 50 percent interest in Motiva. (Prior to this agreement, the Trust held 44 percent interest in Equilon and 35 percent interest in Motiva. Shell held a 56 percent interest in Equilon and 30 percent interest in Motiva. Saudi Refining Inc.'s current interest in Motiva is 35 percent.) Completion of the sale is expected in January.

Cautionary Statement Relevant to Forward-Looking Information for the Purpose of "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995.

The forward-looking statements about the completion of the sale of these interests to Shell and SRI are based on management's current expectations. The statements included in this release are not guarantees. Completion of this transaction is dependent upon receipt of regulatory and other governmental approvals and whether the sales are completed and the actual timing of closing will depend upon receipt of those approvals.