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         Except for the historical  and present  factual  information  contained
herein,  the matters set forth in this filing,  including  statements  as to the
expected  benefits  of the merger such as  efficiencies,  cost  savings,  market
profile and financial strength,  and the competitive ability and position of the
combined  company,  and other statements  identified by words such as "expects,"
"projects,"  "plans," and similar  expressions  are  forward-looking  statements
within the meaning of the "safe  harbor"  provisions  of the Private  Securities
Litigation Reform Act of 1995. These  forward-looking  statements are subject to
risks and  uncertainties  that may cause  actual  results to differ  materially,
including the possibility  that the anticipated  benefits from the merger cannot
be fully  realized,  the possibility  that costs or difficulties  related to the
integration  of our  businesses  will be greater  than  expected,  the impact of
competition  and other risk factors  relating to our  industry as detailed  from
time to time in each of  Chevron's  and  Texaco's  reports  filed  with the SEC.
Chevron and Texaco disclaim any  responsibility to update these  forward-looking
statements.

         Chevron  and Texaco  will file a proxy  statement/prospectus  and other
relevant  documents  concerning the proposed  merger  transaction  with the SEC.
Investors  are  urged to read the  proxy  statement/prospectus  when it  becomes
available and any other relevant  documents filed with the SEC because they will
contain important information.  You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain documents filed with the SEC by Chevron free of charge by requesting them
in writing from Chevron Corporation, 575 Market Street, San Francisco, CA 94105,
Attention:  Corporate  Secretary,  or by  telephone at (415)  894-7700.  You may
obtain  documents filed with the SEC by Texaco free of charge by requesting them
in writing from Texaco Inc., 2000  Westchester  Avenue,  White Plains,  New York
10650, Attention: Secretary, or by telephone at (914) 253-4000.

         Chevron  and  Texaco,  and their  respective  directors  and  executive
officers,  may be deemed to be participants in the  solicitation of proxies from
the   stockholders  of  Chevron  and  Texaco  in  connection  with  the  merger.
Information  about the  directors  and  executive  officers of Chevron and their
ownership of Chevron  stock is set forth in the proxy  statement  for  Chevron's
2000  annual  meeting  of  stockholders.  Information  about the  directors  and
executive officers of Texaco and their ownership of Texaco stock is set forth in
the proxy statement for Texaco's 2000 annual meeting of stockholders.  Investors
may obtain additional  information  regarding the interests of such participants
by reading the proxy statement/prospectus when it becomes available.

                                      * * *



[Transcript of Analyst Briefing - New York October 16, 2000]

CHEVRON-TEXACO MERGER EVENT
THE ESSEX HOUSE, NEW YORK
OCTOBER 16, 2000
- ------------------------------------------------------------


                  DAVID O'REILLY:  Good morning everybody.  Welcome to our
meeting.  I'm Dave O'Reilly, Chairman and CEO of Chevron.  And with me is Peter
Bijur, likewise Chairman and CEO of Texaco.  And today we're here to talk about
Chevron-Texaco Corporation.
                  It is a very important day. I guess - I had a lot of things to
say but I've been  reading  about them in the paper this morning so I'm not sure
how much of this early part of the  presentation is necessary,  but I'm going to
do it anyhow.
                  So in the next 30 to 40 minutes  I'll  provide an  overview of
the  deal  and  present  what I think  is a very  compelling  story  about  this
combination which will increase our competitiveness,  potential,  capability and
profitability.  And before we get on to today's agenda, for those of you who are
listening on the call or on the web, I will try to indicate when I change slides
so that you'll be able to follow the presentation.
                  And my first changed slide, is the Safe HarborStatement,
which I draw your  attention  to. It has all the normal  words about
putting in proper  context what I'm going to be covering  today.  So I draw your
attention to that and ask you to refer to it and remember that  everything I say
today is in the context of that statement.
                  Let me start  with the  agenda.  First of all we'll talk about
the  strategic  rationale  for  combining  Chevron  and  Texaco to form this new
company,  ChevronTexaco Corporation.  We'll talk about the summary of the terms.
We'll talk about an overview of the two  businesses  and  describe how well they
fit  together.  Then  I'll  turn  to the  financials  of the  combined  company,
including  discussion of the synergy.  And then Peter will have some comments to
make near the end of the presentation,  and then we'll have a question period so
that we can answer your questions.


CHEVRON TEXACO MERGER
                  The Strategic Rationale. First of all, we're creating a second
U.S. based global energy company with industry leading scale,  scope and skills.
As you'll see in a few minutes,  we have a premier upstream  portfolio,  leading
positions in prime exploration and production basins around the world.
                  The combination  will create a unified  refining and marketing
business  built  around  a  family  of three  well-known  international  brands.
Texaco's power and gasification business and Chevron's 26% stake in Dynegy(sic),
give the combined company broader options for  participating in the fast growing
power  and  energy  convergence  businesses.   And  the  merger  will  certainly
strengthen the new company's capabilities and technologies, not only in our core
businesses,  but also in the  newer  technologies,  emerging  technologies,  the
internet and alternate energy.
                  The  capabilities  of the new company will be made stronger by
the  combination  of  the  skills  and  talents  of  both  organizations  - both
organizations  focused  on being a premier  company  and  focused  on number one
shareholder return.
                  Turning to the financial  benefits.  We expect upon closure of
the deal to achieve annual savings of $1.2 billion dollars,  and rapidly achieve
that  within six to nine months of merger  completion.  I am going to talk about
that later in the presentation.
                  The merger will result in  accretive  earnings  and cash flow.
Immediately  on the cash  flow  front and when  synergies  are  achieved  on the
earnings front,  within six to nine months of close. The company also expects to
improve capital  efficiency by funding the best growth  opportunities of Chevron
and Texaco,  resulting  in improved  ROCE over time.  We think this deal is very
good for the shareholders. We'll be more competitive and cost efficient, leading
to better  financial  performance.  We'll have a larger and  stronger  portfolio
which will enable  Chevron and Texaco to better  manage and absorb  risk.  And I
believe  that as a  result  of that,  the  market  will  reward  us with  higher
valuation.
                  Let me turn to the transaction  terms  themselves.  I'm now on
Slide #6. The deal



CHEVRON TEXACO MERGER

is an exchange of stock with a ratio of .77 Chevron shares per one Texaco share.
We expect the merger will be tax-free to  shareholders  and the  companies.  The
exchange ratio represents  approximately  $64.87 for Texaco share,  based on the
closing  price of $84.25 for Chevron last Friday.  The ratio  represents  an 18%
premium,  based on the closing price on Friday, and a 24% to 25% premium,  based
on the two  companies  averaged  share  prices over the last 20 to 30 days.  The
principle  conditions  prior  to  closing  are  shareholder  approval,   pooling
accounting  treatment  and the receipt of required  regulatory  approvals of the
government agencies.
                  From  a  governance  and  management  standpoint,   the  board
composition  will  be  comprised  of  nine  Chevron  directors  and  six  Texaco
directors.  I'll be Chairman and CEO of the combined company. Peter will be Vice
Chairman, responsible for downstream power and chemical operations.
                  Dick  Matzke,  who is  currently  Vice  Chairman  of  Chevron,
responsible  for  upstream,  will retail  that  responsibility  in the  combined
company. The company will be headquartered in San Francisco.
                  We're  committed  to rapid  integration.  John  Watson and Pat
Lynch from Chevron and Texaco respectively, will be responsible for planning the
integration and getting it implemented real early.
                  Let me now  turn to the  strengths  of this  combination.  The
combined  companies  exploration  and  production  assets will clearly be in the
league of the super  majors.  The fourth  largest  globally,  with 11.2  billion
barrels of proved  reserves  and 2.7 million  barrels per day of  production.  I
think this is a very compelling  visual.  If you look at where we are you'll see
that we have top tier  positions  in many areas of the world.  They are shown in
these yellow circles. I am now on Slide #9. We'll talk more about North America,
South America, West Africa, Asia Pacific and the Caspian.
                  You can see also from the  colors  here,  the white is Chevron
operations;  the red is Texaco operation. You see that there's a lot of good fit
in the portfolio,  providing opportunities for


CHEVRON TEXACO MERGER

rationalization  and synergy gains where we have operations side by side. You'll
also see that we're present  together in growth areas,  and I'll talk more about
that in the deep water Gulf of Mexico and in Brazil and in West Africa.
                  So we have  complementary  positions in many growth  basins as
well as overlap  and synergy in many of the mature and large  operations  around
the world.
                  Before I turn to talking  about  these in detail,  let me draw
your  attention to Europe,  where we'll have 220,000  barrels of oil  equivalent
production  per day. In the North Sea, in the UK, Danish and Norwegian  sectors,
with some  good  development  opportunities  and new  exploration  opportunities
there. Also in the Middle East. Texaco has operations in the neutral zone, which
they're continuing to grow successfully. We have the technical service agreement
on the Burgan Field in Kuwait and we both have a long history of  association in
Saudi Arabia.  As you know, we discovered the first oil in Saudi Arabia in 1938.
Our Caltex joint venture was really initiated around the need to line up a bunch
of  marketing  assets to deal with  production  from the Middle East and we have
well  over 60  years  of  working  together  in this  area.  And we  think  this
combination  enhances  our  presence in that area and makes us an even  stronger
competitor for the long term.
                  What I would like to do now is turn to the U.S.,  where  we'll
be the third largest producer.  You can see from the chart here, the combination
will vault us into a very tight number three.  Very good reserves  position.  We
will  clearly be a number one  producer  in the Gulf of Mexico  shelf,  which we
already are. And this will make us even  stronger  there.  The combined  company
will have the largest acreage  position in the deep-water  Gulf of Mexico,  with
existing production and future developments  planned.  The combined company will
be the largest and lowest cost  producer in the San Joaquin  Valley,  which will
provide  significant  synergy  value.  We will also be a strong  producer in the
Permian  Basin.  This will make us a very strong  number two in the Basin,  with
plenty of opportunity for synergy and growth and cost efficiency.
                  In addition to the San Joaquin Valley and Permian and the Gulf
of Mexico,  we, of



CHEVRON TEXACO MERGER

course,  have good growth  positions in Canada in the Jeanne  d'Arc  Basin,  and
other  exploration  activities  in  off-shore  Eastern  Canada.  The Fort  Liard
exploration  and  production in the Northwest  Territories,  and we've  recently
added some good lease positions in the McKenzie Delta, to strengthen our current
position and potential  growth  positions in gas in that area for North American
market.
                  So overall I think you can see we have a very strong position
in North America in the upstream.
                  Turning to West Africa.  We're really excited about the great
position that both companies have in this area.  We will be able to  expand  a
number  of  excellent  near-term,  intermediate  and long-term growth
opportunities,  building on an extensive  infrastructure and a
large present production position.
                  Starting  with  Angola,  we are the  largest - Chevron  is the
largest  producer  there and will be  strengthened  by the  addition of Texaco's
exploration  and  production  position.   We  have  production  in  Block  Zero,
production - the first  deep-water  production  in Block 14. Texaco has existing
production and a number of great  positions in potential - in  exploration  that
have yet to be developed and explored. So we'll have a very very strong position
and enhance our position as the number one producer in Angola.
                  In Nigeria,  Chevron has a very strong  position in production
in  Nigeria,  the  second  largest  producer.  Texaco is the  largest  holder of
deep-water  acreage  in  Nigeria,  so we  have  the  near-term  production,  the
infrastructure  in Nigeria,  coupled with Texaco's  very strong  position in the
deep-water.  They had a recent  discovery  which  has  been  well-publicized  as
Agbami.  A  development  plan is  underway.  So you take our  current  and their
deep-water  position,  I think  you can see  there  is  tremendous  synergy  and
long-term strengthening position in that area.
                  We also have  operations  and potential in other areas of West
Africa. Our participation in the Chad-Cameroon project, which will come onstream
in 2004.  Our existing




production in both Congos, the Democratic  Republic of Congo and the Republic of
Congo.  Gas discovery in Kutu in  Namibia(sic),  and  exploration  in Equatorial
Guinea which we recently acquired the rights to in the past year. So overall,  a
very very  strong  position in West Africa and one that we think not only offers
good near-term potential but also long-term growth potential as well.
                  Now if we were strong in West Africa,  we're even  stronger in
the Caspian. The combined company solidifies Chevron's existing premium position
at Tengiz. Tengiz is now operating at 260,000 barrels a day, with Train 5 up and
running.  We're intending to expand it to 700,000 barrels a day of production by
the end of the decade.  The CPC pipeline is under construction and will be ready
to start up and ship oil in July, 2001.
                  Texaco brings its presence in the Karachaganak field, a 16 TCF
and 2.4  billion  barrels  of  condensate  reserve  asset.  They have  contracts
recently to build a link from there,  a pipeline link from  Karachaganak  to the
CPC pipeline, joining at Atyrau. We also have a good position in Absheron. We'll
be  drilling  our first  well in the Azeri  sector in 2001,  right next to Shake
Deniz.  And Texaco has a reactivation  project at Buzachi(?),  North Buzachi,  a
heavy oil project just south of Tengiz.
                  This offers a wonderful  opportunity  to integrate  the skills
and  technology  of both  companies.  We  have a  tremendous  experience  in the
logistics  and  marketing of crude very  successfully  from the Tengiz  project,
which will be enhanced by the completion of these pipelines. And we think we can
add considerable value to Texaco's existing position and growth positions by the
combined  skills of the  company  and our  expertise  in crude  oil and  product
marketing and logistics, as well as our relationships in the area.
                  So this  really  solidifies  our  leadership  position  in the
Caspian.
                  We're also excited about South America, positioned for growth.
Chevron is already the number one  foreign  producer  in  Venezuela.  The Boscan
field is operating at 115,000 barrels a day. We're growing  production at L-652,
in Lake  Maracaibo.  Texaco is a 30%



CHEVRON TEXACO MERGER

participant  in the  Hamaca(sic)  heavy oil  project in the Orinoco  belt.  That
project is expected to initiate  production in 2002, and ramp up 260,000 barrels
a day in 2004. It's a very solid,  strong position in Venezuela,  again one that
we can grow from and make even more profitable.
                  Brazil is a  wonderful  opportunity.  You know Texaco has five
blocks  and  Chevron  four  blocks,   that  is  nine  deep-water   blocks  we're
participating  in.  We're  operators  together of four of those  nine.  We've an
active  drilling  program  which,  beginning  this year,  2001, and I think this
represents  a  tremendous  opportunity  for  upside,  based on these  attractive
prospects in the deep-water off Brazil.
                  Chevron  has  got  a  good  position  in  Argentina.  Our  San
Jorge(sic),  operation  continues  to grow  and  prosper.  We're  one of the top
producers in Argentina.
                  We also bring a gas position  collectively  in South  America.
Texaco's  participation  in the  Dolphin,  one  TCF  reserves  opportunity  with
production  that  will  grow in the next few  years.  There  are  operations  in
Colombia,  where they operate gross  production of 400 million cubic feet a day,
day-to-day. And our San Jorge operation, particularly with the gas prospects and
growth from the Austral Basin in Argentina. So we have a growing gas position in
what's  thought to be I think a very good area for  long-term  economic  growth,
which will need that gas for its further economic development.
                  Asia-Pacific.  We really  got a set of oil  opportunities,  as
well as gas opportunities in Asia-Pacific.  We start with Indonesia.  There is a
tremendous  benefit I think to unified ownership of Indonesia.  We are producing
almost  750,000  barrels a day of oil and we will  certainly  be able to do that
more effectively and more efficiently with a unified company.
                  We also have  tremendous  position in China.  We've had by far
the most successful,  both companies together,  the most successful operation in
off-shore  China in the South China Sea.  And we can build on that  success from
our  position  in the  Bohai(sic)  Basin to the north  where we have both active
exploration and producing  programs.  Texaco has recently had a discovery in the
Bohai Bay and we have a very active  exploration  program.  Together we



CHEVRON TEXACO MERGER

think we can leverage  those two programs  and grow a very  attractive  area for
long-term oil  production and right adjacent to the biggest market in the world,
where there is likely to be lots of growth.
                  We also bring in Asia an  enormous  gas  opportunity.  We have
world class  positions in the Northwest  Shelf and in the  Gorgon(sic)  Complex,
where  combined  we will have 75%  equity.  Some of this is already  tied to the
Northwest Shelf production. You probably recently heard about the MOU, which has
been signed,  which we believe is the first critical step to constructing  Train
4, in the Northwest Shelf. And the long-term position in gas right in the middle
of that Asian  market,  I think is a very good  position  for  really  long-term
growth for both companies.
                  We have,  Texaco's involved - 45% equity in the Malampaya(sic)
Project,  in the  Philippines,  which will be coming  onstream in 2003.  And, of
course,  last year we acquired the position in the Gulf of Thailand  where we're
growing gas and oil  production,  really  focused on the gas market in Southeast
Asia, Thailand in particular.
                  So as you can see from this combined  upstream  picture,  I've
given you the highlights. This is a very strong position and we're very pleased.
We think it's a leading  position  in many of these key  areas.  As you can see,
there are some areas where we have overlap,  clear synergy,  cost  optimization,
technology optimization and there are some clear areas where we're complementary
positioned with good growth opportunities for the long-term.
                  What I'd like to do now is turn to the  global  R&M  business,
refining  and  marketing.  Let me talk  about the  portfolio  for a minute.  The
combination will create a unified  refining and marketing  business built around
the three key brands - Texaco,  Chevron and Caltex.  This chart, if I could just
show you a couple of things.
                  First  of  all,  down  here  you'll  see  the - at the  bottom
lefthand  side,  I guess  we're on Slide #15 now,  for those that are  following
off-line.  The dots, the white and red and yellow dots show where the refineries
are.  White for Chevron,  red for Texaco,  yellow  Caltex.  The dotted


CHEVRON TEXACO MERGER

circles,  white,  red and yellow,  show the retail  marketing areas. Now you can
see, for example,  that both of us obviously have presence in North America,  in
the United  States.  You see the strong  position  that  Chevron has on the West
Coast,  in the Southwest and then  Texaco's  presence in the two joint  ventures
that they're involved in.
                  Texaco is a very vibrant and successful refining and marketing
business in Central  America and in South America.  A good position in Northwest
Europe. A marketing  operation in West Africa.  You can see Caltex's presence in
Southeast  Asia,  East and  South  Africa  and the  Middle  East.  So this is an
orientation of what we have. Now what's not shown on the chart,  of course,  are
the  combined  companies'  presence  globally in  lubricants,  aviation,  marine
fields,  marketing and global  trading.  So there are lots of - there's a lot of
presence here, and on the top right-hand side you can see the combined sales and
the combined  refining  capacity  from both  Chevron's  and Texaco's  interests,
including Caltex.
                  Now  we do  anticipate  that  the  FTC  will  require  certain
divestitures in the U.S., in order to address market concentration issues and we
intend to fully cooperate with the FTC in that process.
                  Let me turn now to the integration  potential of this combined
R&M  business.  Clearly we have three  wonderful  brands to start with,  Texaco,
Chevron and Caltex,  and we certainly intend to lever those brands to our mutual
benefit.  Clearly by integrating  the operations of Caltex the combined  company
will be able to realize major efficiencies from streamline  decision-making  and
simplified  governance.  The merger will also allow a global enterprise approach
to those  products  and  businesses  where it makes sense,  such as  lubricants,
trading, international markets and international customers.
                  For example,  in  lubricants  we have two very strong brands -
Texaco's  Havoline,  which is very well known in the automobile market, and Delo
which is well-known in the heavy truck market.  We have a very  successful  fuel
and marine lubes business,  that we operate on a joint venture,  that we will be
able to simplify and integrate better.  And obviously in the area of


CHEVRON TEXACO MERGER

trading  and other  activities  we will be able to do a much  better job at what
truly is becoming a more global business.
                  We will also be able to leverage  the new company by our brand
presence  in  supporting  the  activities  of  upstream  and the  gas and  power
business.  So we  think  there's  a lot of  merit  to  this  combination  in the
downstream side of the business.
                  We will be  represented in the chemical  business.  Turning to
the next chart by the new Chevron Phillips Chemical Company, which started up on
July 1. It is a very  strong  position  in  worldwide  production  of  ethylene,
polyethylene,  styrene and parazylene(sic).  This chemical joint venture will be
our  mechanism  for  getting  into the  chemical  business  and  supporting  our
operations throughout the world from a chemical perspective.
                  The  company  became  official  and  operating  in July.  It's
successfully  beginning its integration  process and we're  optimistic that this
will put us in a very strong  position to deal with the  chemical  business in a
synergistic way moving forward.
                  Turning  to gas  and  power.  As I  mentioned  at the  outset,
Texaco's power and gasification  business and Chevron's 26% stake in Dynegy give
the combined company broader options for participation in the fast growing power
and energy conversion business.
                  Texaco has a good gas and power business.  A number one market
share in gasification technology.  It has 69 plants under license,  operating or
under  construction.  Dynegy has been  Chevron's  vehicle to participate in this
growing  business,  with a 26% interest.  Dynegy has a large presence in the gas
and  power  convergence  business,   particularly  in  North  America  and  it's
successfully  executing  its  growth  strategy.  So  we  see  opportunities  for
continued growth in this area as a result of the combination.
                  Technology.  Here's another area where we clearly strengthened
the combined companies.  The merger will allow us to bring leading  technologies
from both  companies  applying it not only to our core  business but to emerging
technologies as well.
                  For example,  we're well acknowledged as a leader in reservoir
management and


CHEVRON TEXACO MERGER

we both bring expertise in visualization technology to reservoir management.
                  Texaco is a leader in licensing  gasification  technology  and
we're a leader in  hydrocracking(sic).  The  combined  company  will also have a
broader  portfolio in emerging  technologies  and  alternate  energy.  Chevron's
Sasol(sic) joint venture in gas to liquids,  for example. And Texaco's ownership
in Energy  Conversion  Devices,  which  brings them into that energy  conversion
battery and related businesses.
                  So we think  there's a lot of synergy in new energy  products,
new energy trends.
                  We also have stepouts. We're partners in Petrocosm(sic) in the
e-business  area.  We are  participating  in many B to B ventures  and we have a
successful venture capital fund which is investing in new technologies, not only
in the  internet  area but also in material  sciences and  biological  sciences,
where we  think  they  are  linked  to our  core  businesses  and can add  value
improving the  technology of our  businesses in the process area. So we think we
bring combined technology strengths to the business.
                  Let me  turn  to a very  important,  I  think,  part  of  this
combined  company and that is the people.  We both bring diverse talented people
that have a lot of experience  in this  business to one company.  We've a strong
leadership record of executing key strategic goals and delivering on results. We
will  certainly  apply our four plus one  operating  principles to improving the
performance  of this company and those are  operational  excellence,  which is a
clear focus. We've got to operate well, safe, reliable, efficient operations.
                  Cost  reduction.  We've had a long track  record of  improving
cost structures and we can see further opportunities through this merger.
                  Capital   stewardship.   Making  good  quality  decisions  and
executing  those  well.  Very  critical  to our  success in a capital  intensive
business. And, of course, all of that combined and profitable growth.
                  The  key  here   though  is  the  hearts  and  minds  of  both
organizations  and  applying  the skills and  learning  together  to apply those
skills  better  to be  world  class in each of those  four



CHEVRON TEXACO MERGER

areas  -  operational  excellence,  cost  reduction,   capital  stewardship  and
profitable growth. And we believe that we have the assets, technology and people
to be number one through that mutual  commitment to excellence  and to achieving
number one performance and resulting in number one shareholder return.
                  Now I want to turn to some of the financials. This slide shows
the key  financials.  And all we've done here is combine  first half results for
the year 2000.
                  Now you can see that the  combined  company has the ability to
generate  strong  earnings and cash flow. Now for the  accountants in the group,
you're  going to  notice  that one plus one  doesn't  add up here  very well and
that's  because  Caltex  has  been  carried  on an  equity  basis in each of our
reporting books, so when you consolidate Caltex and take it from an equity basis
to a full accounting  basis,  you kind of get some one plus one equals more than
one,  and every now and then a little bit less than one. But I'll leave it up to
the accountants to explain all that to you.
                  The  important  point though I think is that if you add up the
income that adds up to the right number, that's a good start. Because you'll see
the cash flow comes out even higher when you  combine  the two  companies.  Debt
comes out higher too when you  combine  the two  companies.  So believe  me, the
numbers, even though they look wrong are kind of right.
                  Now I want to make a couple of comments about debt. It's clear
that these  numbers will show some  improvement  at the end of the third quarter
and going  forward  because  of the  strong  cash  flow  generation  that  we're
experiencing  and we are  certainly  committed  and  expect  fully  to see  this
combined  company achieve a double-A credit rating,  which is Chevron's  current
credit rating.
                  Also I want to mention that in the ROCE line,  you'll see that
because of the  consolidation  we have that same effect.  You don't see the full
kick at the initial - and this does not show the benefit of the  synergies  yet.
So we expect that the ROCE obviously  will improve with the achieving  synergies
and we have the great opportunity then to improve ROCE even further by



CHEVRON TEXACO MERGER

improving our capital stewardship,  and high grading our projects.  We'll have a
lot more choices that we can make, and with the  achievement of the synergies of
$1.2 billion,  we expect the ROCE to  significantly  improve  within six to nine
months of closure with upside - considerable upside beyond that.
                  Turning to synergy on Slide #22,  for those who are  following
on the phones,  I have a high degree of confidence  that we can achieve the $1.2
billion  dollars  that we set out to do here.  You'll  see that $700  million is
estimated  to be in the  upstream.  And I think you can see from the slides that
show where our assets are around the world,  that there is a lot of  opportunity
in this area to high grade the  portfolio,  and also to gain synergies from cost
reduction and more effective operations where we operate side by side.
                  We will see savings in other  operations.  About two-thirds of
the $200 million in other  operations is in the downstream and the balance is in
the rest of the operations, and $300 million at the corporate level.
                  We expect  4,000 jobs will be lost out of the 57,000  combined
two companies,  and that includes Caltex.  That number  represents  about, as it
says in the press  release,  about 7% of the  combined  numbers of the  combined
employee counts of the two companies.  And we expect about a billion dollars one
time cost to achieve those synergies. So this we think is achievable. It's clear
that we have overlaps in many key areas and we're committed to getting those and
getting them fast.
                  I'd like to turn to that subject right now. We do believe that
we have an advantage here in integration.  We have historic  association.  We've
worked together in joint ventures.  I've mentioned - not only in Caltex,  but we
worked  together in the Middle East. We worked  together in China, in Australia.
We have the fuel and marines  joint  venture.  We cooperate and work together in
places like Nigeria.  So we have a lot of  opportunities  where we have overlaps
and experience in working together.
                  We  have  significant  systems  opportunities.  When  we  went
through the Gulf



CHEVRON TEXACO MERGER
merger,  one of the big problems we had 15 years ago or so, was merging systems.
The good news  here is that  we're on SAP,  as our  accounting  and  transaction
system and Texaco will be, I think, on January 1. So here is great opportunity -
this is a barrier that won't be quite as big in this merger.
                  And we have a history  of cost  cutting.  We've both been very
successful  in  reducing  our  costs  over the last few  years  and we can carry
forward that as we move forward  together in this - as well as the experience we
bring from prior  mergers.  So I have a high  degree of  confidence  that we can
accomplish  this.  In fact, I think there is an  advantage  here because we know
each other so well.
                  What I'd like to do before turning it over to Peter is to hit
on a couple of important points in closing.
                  As you can see from the chart and from our history, we are
historic partners.  We have a lot in common.  There is an excellent strategic
and geographic fit. This combination will provide integrated operations  across
all energy  markets,  and hence,  competitiveness  around the world.  Clearly,
we will improve our financial strength and flexibility.  And we have two teams
of  organizations  that are  going to  become,  and are  already, talking like
one team and  committed not only to excellence in this business but to achieving
superior returns,  high profitability and clearly being the number one performer
from a shareholder's standpoint in this business.
                  And before we turn over to questions I'm going to turn the
podium to Peter, who has some comments.  Peter.
                  PETER BIJUR:  If there was ever a deal to be done in the
energy industry, if there was ever a consolidation that should take place,  this
is it.  We've been  partners  since 1935.  We know each other better than any
other two  companies in the industry  know each other.  We have the best
complementary assets of any two companies that have come together. David showed
you the compelling  reasons why this is a great deal. It makes good
sense in the upstream. It makes good sense in the downstream.  It makes terrific
sense in the midstream.


CHEVRON TEXACO MERGER

                  At the very  foundation  of why we're  doing  this is  because
David  and I share a common  vision  and that is to put  together  the  greatest
company  in the world,  to grow  shareholder  value,  to take  advantage  of the
absolute  brilliant talent that exists in both of our companies and to turn this
into a juggernaut,  if you will, for successful earnings,  cash flow and the use
of assets that we have.
                  David described the tremendous fit in the upstream between the
vision that Chevron had in getting into  Kazahkstan(sic)  early in the game. The
vision that they had even back in 1984,  when they acquired  Gulf(sic),  and got
wonderful  assets  from the West Coast of Africa to what Texaco has been able to
do in getting itself now involved in  mega-projects in the  international  arena
that will support for a long time into the future the production,  the cash flow
and earnings of this company. This is a brilliant fit.
                  In the downstream part of the business, Caltex sits in an area
of the world that has the  greatest  growth  potential.  You saw how quickly the
Pacific Rim was able to recover  from the  problems  that they had, the economic
problems  that they had in 1998.  That's just an indication of the true strength
of that part of the world.  And we're blessed,  our companies,  by virtue of the
fact that we have outstanding representation.  As David said, in Australia, look
at the gas potential that we have between  Gorgon(sic) and between the Northwest
Shelf projects, these are tremendous assets that together we're going to be able
to make a very  substantial  amount  of money out of it as we sell that gas into
the growing Pacific Rim market.
                  But consider as well the positions  that we have in Indonesia,
in Thailand.  Consider what we have in the downstream part of that business.  In
Korea, in Thailand, all over the Caltex area with a brand that has been in place
and well-known since 1936.
                  Our European  downstream  assets,  where we operate,  are very
competitive and very profitable. Looking at our downstream in the Latin American
markets,  we're  either  the  number one or number  two  marketers  wherever  we
operate.  Very strong  position in the  Caribbean,  very strong  position in the
retail market in Brazil, one of the real growing markets in


CHEVRON TEXACO MERGER

Latin America.
                  So I think if you look at the fit between  the two  companies,
it just doesn't get any better than this. The U.S. obviously, were going to face
regulatory  issues and we're prepared to face those  regulatory  issues.  That's
just  something  that we're going to have to do to take advantage of these great
growth opportunities in bringing these two companies together.
                  I think  this is a very  good  deal for  Texaco  shareholders.
We're  getting a  reasonable  premium  for our  assets and our  business.  We're
joining  with one of the great  companies  in the  world and we're  going to put
together the finest management team in this industry. I couldn't be more excited
and more  pleased for the new  company,  Chevron-  Texaco and what I think we're
going to be able to accomplish.
                  So with  that  I'm  going  to sit down  and  we'll  take  your
questions.
                  DAVID O'REILLY:  If I could, we're trying to self-moderate
here and we'll do the best we can.  If you'd wait for the microphone to come and
identify yourself, because we have people that are listening in and it would be
very helpful if you would do that and be patient with us.  So, Paul.
                  PAUL:  Thank you Peter. First I want to congratulate you guys.
                  DO:  Paul, will you identify yourself for the listeners.
                  PAUL CHENG: Paul Chan, Lehman Brothers. First, Dave and Peter,
I want to congratulate you guys on a great  combination that is both logical and
strategically significant. Just one question in my mind. This merger seems to be
more for the future growth than anything and from that  standpoint when you look
at the future  combined  company what  perhaps  maybe the most  significant  and
important  competitive  edge that you may have to allow you to capture more than
your fair share of lucrative growth opportunity?
                  DO:  There  are  really  a few.  The  most - some of the  most
obvious would be the deep-water  position that the combined  entity will have in
West Africa,  Brazil and the deep-water Gulf of Mexico.  Clearly, we also have a
great  position and a history of working  together in the


CHEVRON TEXACO MERGER

Middle  East.  So as the Middle East opens up, as it  undoubtedly  will,  we are
better positioned in this company to deal with that.
                  Thirdly,  obviously,  in the  near-term,  we  have  tremendous
synergy  opportunities  that  will  allow  us to gain  profitability,  financial
flexibility and strength to deal with investments for the long-term,  as well as
generating near-term and intermediate term profitability.  So that all combined,
I think,  gives us an edge, as well as the ability to rapidly  integrate the two
companies because we know each other so well, we've done a lot of thinking about
this and we think we have a real competitive edge in that area as well.
                  DO:  Next please, Fred.
                  FRED LEUFFER(SIC):  Fred Luther at Bear Stearns.  Let me add
my congratulations as well David and Peter.
                  A couple of questions if I may.  I know you'll have a lot of
questions.  But you listed in the slides that pooling treatment is a condition
to closing the deal. Are there any issues that stand in the way from you getting
approval on using pooling?  And if you don't,  is this something that could
cause the deal not to go through?
                  And then just secondly, maybe if you could talk to us a little
bit, it may be premature, but regarding how you might proceed with dispositions.
The, I guess  obvious  overlap of concern  for the FTC,  will be the West Coast,
refining and marketing  situation.  And Shell has indicated that it would really
like to reduce its exposure to refining over time. Against that backdrop,  maybe
you could give us some idea of how you might want to proceed with dispositions?
                  DO::  There are two  questions.  On the first one,  we're very
confident that this deal is pooled and it will be. We're highly confident. We've
looked at it and  we're  satisfied  that will  occur.  It's  clear  that we have
overlaps on the downstream,  on the second question, we will obviously deal with
the FTC on that issue. They will have some concerns we'll have to address and we
anticipate that we can successfully resolve that by working effectively with the
FTC.


CHEVRON TEXACO MERGER
Thank you.
                  MATTHEW WARBURTON(SIC):  Good morning.  Matthew Warburton from
UBS Warburg). Again, congratulations.  Two questions. On the savings, you talked
about the operational  savings,  can you give us any understanding as to how the
combined capital expenditure of the group may be reduced as a function of coming
together? And secondly, just a point of clarification, do I assume therefore the
share  buy-backs that the companies  have been  undertaking up till recently are
now suspended to comply with pooling?
                  DO: Well on the second issue,  I can assure you they have been
for obvious  reasons.  So back to the first one though.  The  question  there is
capital  savings  --  let  me  start  with  exploration.  We  see  a  tremendous
opportunity to improve our exploration of the two companies.  We're  essentially
doubling the number of opportunities we have. By bringing the combined knowledge
and technical  capabilities  of both  companies to our  exploration  programs we
should be able to select  better and with a higher  degree of success  from that
broader  portfolio.  We  clearly  will  be  able  to  leverage  both  companies'
infrastructure,  exploration  infrastructure and capital expenditures and reduce
the input  effectively  per successful  barrel because of our optimizing our rig
utilization.  We both  have rig  activities,  we have  technology,  we have well
technology,  well  completion  know-how that we can bring to the party from both
companies. So that is just one example.
                  So I would  expect  that,  coupled  with  greater  emphasis on
capital  stewardship by both companies,  by applying good process to allow us to
grow this  company  on a leaner  capital  base and still be very  successful  in
meeting all of our other objectives. Thank you.
                  :  Yes please.
                  STEVE  PFEIFER(SIC):  Steve Pfeifer with Merrill Lynch. Just a
follow-up there on the exploration  spending(sic)..slide  list have $300 million
dollars of savings, is that primarily reduced capital spending?  Or is that more
operational  in terms of head  counts and things of that  nature?  And my second
question.  I think there has been some news today on the joint ventures




in terms of discussions  beginning with Royal Dutch.  Could you just maybe bring
up to speed on where you are in terms of  discussions  one,  and two,  could you
maybe talk about the  difference  between the East Coast  joint  venture and the
West Coast, since from a regulatory position it would appear that the West Coast
would be very problematic. Is there perhaps a better position on the East Coast,
where you may be able to do  something  different?
                   DO: Let me address the first question and then Peter will
address the second one.  The $300  million  combines a lot of things.  There are
operational savings in the $300 million. There are technology savings, there are
better  utilization  of rigs,  better well  completions  and  hopefully,  better
capital efficiencies.  So it's a combination of three. That's about as well as I
can  answer  it.  It's a  very  reasonable  percentage  though  of the  combined
exploration  budgets  of both  companies.  It is in the 25%  range  or so of the
combined budgets of both companies.  So we think this is very achievable without
compromising in any way our growth prospects.
                  And on the second question -
                  PB: Steve,  there's not a lot we can say about that right now.
Shell said in their statement this morning, and we have said as well, that there
are discussions that are now underway with Shell and Saudi Aramco concerning the
interests that we have in both  Equilon(sic) and Motiva(sic).  But this is going
to be  subject to the FTC's  review and we're  going to have to be guided by the
FTC here. And there's really not much more I can tell you about that right now.
                  :  Next one is Al.  Please.
                  :  On Caltex...
                  DO:  Will you identify yourself  for the outsiders, thanks.
                  AL ANTON(SIC):  Al Anton...heimer Company.  With regard to
Caltex, it's a great company but it has been, I think, a disappointment to a lot
of people and with the management shifts.  You have had a management hire at the
top level who looked at the company and then presumably walked away.  What can
you do as a 100% owner that you couldn't do as two 50% owners.


CHEVRON TEXACO MERGER

                  DO: Well let me point out that Peter and I have spent a lot of
time working at Caltex  together over the last six or nine months.  This is very
important  to us.  And I think,  first of all,  you've  got to keep in mind that
we've  gone  through  a  remarkable  change  in  Caltex.  We  have  changed  the
management.  We've  moved the  headquarters  to  Singapore.  We've done a lot of
rationalization  and positioning.  And so to say that we're disappointed in it I
think would be unfair  because  we've taken a lot of steps this year.  It's in a
very difficult  market, as you know. You see our results more clearly because of
the way Chevron, for example, doesn't have a lot of international downstream, so
when  you look at our  international  downstream,  you  kind of see what  Caltex
performance has been. Others don't have quite that same exposure in the way they
disclose their international downstreams.
                  So I don't think anybody is doing very well in those  markets,
given one of the primary  issues in Caltex and in that whole area is the ability
of recovering the price in the  marketplace,  because you have either real price
control or de facto price  control,  where the  national  oil company kind of is
encouraged or guided by the  government  to maintain  certain  pricing  posture,
which makes it a very difficult  place to operate in a high or increasing  crude
price environment.
                  The good news is the  economies are turning  around,  as Peter
mentioned earlier in his remarks.  And Caltex,  our focus here is to have Caltex
well  positioned.  And  we  think  in  the  basic  R&M  business  they  will  be
well-positioned to take advantage of that.
                  The other  important  point  though  is that  where we can add
value in unified  management  of Caltex is in the products that truly need to be
managed on a global basis, like lubricants,  like trading of products and crude.
We think we can add significant value there and be more efficient as well.
So we see  pluses on the things  that we should  manage  globally,  and we think
we're  positioning  the company  well for growth and  prosperity  once the Asian
economies turn around and we get into a more reasonable  balance between product
pricing and crude.


CHEVRON TEXACO MERGER

                  STAN HARBISON(sic):  Stan Harbison ... Scudder Stevens Kemper.
Both companies in the last 12 to 18 months have made fairly clear strategy
statements about either slowly or not so slowly exiting the U.S. E&P.  And I
think by that you meant onshore or mature U.S. E&P.  There have been sales by at
least one of you this year - you will be pound for pound the most leveraged U.S.
EMP on the completion, as you've stated it, I think, of all the major companies.
And you didn't mention anything about that prior strategy goal.  What's going to
happen with U.S. E&P?
                  PB:  I don't think this is inconsistent Stan the positions
that we've taken.  Texaco has been involved, as you know, in some divestitures
of properties in the U.S., that heretofore were very profitable and today
They're beginning to play out.  And I think that's the right strategy for our
company.  I think it's going to be right strategy for the new company as well.
But remember that the U.S. is an exceptionally good place to do business. We get
good margins in the U.S., we have good opportunities still in the U.S., and I
wouldn't want to rule the U.S. out for any reason as being one of the best
places to do business anywhere in the world.
                  DO: If I could  build on that  Stan.  Your  comment is correct
about  the  mature  and   inefficient(sic)   fields.  We  have  done  a  lot  of
rationalization  in  Chevron  from  4,000  fields  down  to a core of just a few
hundred.  But it's a constant  transformation  of shifting  the  portfolio  from
mature declining  opportunities to stable or growing  opportunities where we can
get economies of scale. And if you look at our current structure,  we have never
said we're exiting the U.S. upstream. What we have said is we're focusing on key
assets,  rationalizing the portfolio which we've done. We've got a core asset in
the Gulf of Mexico Shelf,  40% bigger than most of the  competition  or more. We
have a core asset in the San Joaquin(sic)  Valley.  We have a good core asset in
Permian Basin(sic),  which is very efficient.  We have deep-water Gulf of Mexico
growth  potential as well as in North America,  the rest of North America growth
potential in the Fort Liard(sic) Northwest Territories, McKenzie Delta area, and
off-shore Eastern Canada.
                  So what we have done is really focus on the core assets.
We think those core



CHEVRON TEXACO MERGER

assets are very  important.  There is an  opportunity to continue to improve our
cost  structure(sic)  and our  efficiency  in those  areas.  The gas  market  is
obviously  helping us a lot as well from those  assets.  And if you combine that
with the long-term  growth,  the U.S. isn't off the table by any means. The U.S.
needs energy.  It is very important that this company will be well positioned to
provide  energy to the U.S.,  by not only  doing it  inside  the U.S.,  but also
outside the U.S. to help the global markets and improve the supply to the U.S.
                  So we think this is a good balance here between U.S.
production and international upstream production as well.
Thank you.  Here please.
                  JACK AYIDIN(SIC):  Jack Ayidin from MacDonald Investment.  I'm
looking at the cost cutting of $1.2  billion that is to be achieved  over six to
nine  months.  Is this a soft number?  If you look down there,  about two years,
three years,  assuming you achieve - you know you acquire the company - you know
combine it, what kind of cost saving we could look for from capital  expenditure
and assuming that divestiture take place, what kind of saving we could see? Even
on the production side your operations are  complementing  each other.  What are
the potential you see in cost saving?
                  DO: Well we put up a number Jack that we are confident that we
can  deliver.  We intend to deliver  that.  We intend to deliver it in that time
frame.  These  gentlemen  here, John and Pat, have been given the job of leading
the  integration  effort and I would be very  disappointed if they don't meet or
exceed  those  expectations.  I  fully  expect  them  to do  better.  But  we're
committing to $1.2 in that time frame and we think we've got upside. But without
getting the merger  integration  teams  working in detail on this,  it's hard to
predict how much more or when. But we think there's great opportunity.
                  GENE NOWAK(SIC):  Gene Nowak of ABN-AMRO.  This question is
directed to Mr. Bijur.  You spoke very glowingly about this combination, which I
concur with.  However, a year or so ago you rejected an offer from Chevron.
What's happened in the last year to change Texaco's position?


CHEVRON TEXACO MERGER

                  PB: Well Gene, I think we've got a lot more  experience  today
than we had a year ago with the super majors and what it means to have that kind
of size.  The industry has  continued to evolve and we've been evolving with it.
And I think a year ago the timing, the circumstances,  the situation just wasn't
right for that  deal.  There  wasn't a deal a year ago but there is a deal today
and it creates really a very  significant  company here in the United States and
around the world.  We are not looking  back at all.  We're  looking  forward and
we're  looking  forward  to  what I  think  is  going  to be  just a  tremendous
combination.
                  DO:  By the way Gene, I agree with Peter's observation.  You
only make a deal when you have a deal and we have a deal now and his point is a
very good one.
                  TOM SCHMIDT(SIC):  Tom Schmidt, Alliance Capital.  What's the
break-up fee, number one?  Number two, what's the new production growth with the
combined entity?  And number three is the JV(sic), in the refining marketing,
would you consider melding(sic) Chevron in to the JV or is the JV considered a
long-term entity in the U.S.?
                  PB:  I'm sure David will answer the first two, I'll answer the
last one.  That is a matter to be reviewed by the Federal Trade Commission,
that's all we can say about that.
                  DO:  You asked a lot of questions.  The break-up fee,
production growth were the other two questions I think. Break-up fee is up to
one billion dollars and it will be in detail - we filed the documents, it will
be available to you on the web. You can see the terms and the details.
                  The  production  growth,  we're  going to have to sit down and
have the integration team look at our production growth plans before we give you
a number on that. We have not yet had a chance to look at that  opportunity  but
we certainly, at the time that we put the two companies together, and closed the
deal, we will be disclosing what our production growth plans are at that time.
                  PB:  There is a question over here.
                  TIM GARY:  Tim Gary from Okasett(sic) Management.  I was a
little bit confused about the $1.2 billion dollars of savings.  The first
question is this all cost savings or does it also



CHEVRON TEXACO MERGER

 include some kind of revenue enhancements in those numbers?
                  DO:  The $1.2 is on the cost and efficiency side of the
business.  Revenue enhancements we have not taken any credit for in this.
There is a follow-up and then we have a question down here.
                  TIM GARY:  In the follow-up question.  Is the $1.2 billion,
will all that show up on the income statement or are there some capital savings
as part of the $1.2 ...
                  : Could you repeat the question, I'm sorry.
                  TIM GARY:  In the $1.2  billion,  will all that show up on the
income  statement or are there some capital costs savings built into that number
that actually show up in the balance sheet?
                  DO:  There will be some capital savings that will show up as
depreciation.  So it will show up one way or another on the income statement.
But these are all cost oriented.  Thank you.
                  We're  going to take a question  from the  outside?  Could you
hold  back  for a  moment.  We are  going  to take a  question  or two  from the
telephone lines and then you'll be next. Is that okay? Thank you.
                  (INAUD.)
                  :  Hi  David  and  Peter.   Just  two  quick   questions   for
clarification.   First  of  all,  as  discussed,  (inaudible  because  voice  is
continually interrupted).  I am wondering if you can give us some quantification
of what incremental improvement of return on capital ... might be beyond the 12%
that you have stated previously?
                  And  secondarily,  you spent quite a bit of time talking about
opportunities in the upstream, yet if you look at a merger synergy, over half of
that is  going to come  from  upstream.  I'm  wondering,  what is the take  away
message on upstream?  Are you going to increase  your capex fairly  dramatically
after  the  first  year  of the  combination?  Or are you  going  to have a very
cautious outlook for upstream Capex X(sic)?


CHEVRON TEXACO MERGER

                  DO: Well let me kind of start with the last question. It isn't
coming  through  very  clearly  but clearly  we're  going to get better  capital
efficiency  out of this  venture.  We're  going  to be able to  select  not only
selection but a more efficient  deployment of capital.  So I anticipate that our
growth profile,  our barrels will grow with less capital input.  And beyond that
it's hard to speculate because we still have to do the details of the planning.
                  I think your other  question was about ROCE and it was getting
cut off. I didn't  quite  catch - I heard a reference  to 12% in there.  Maybe I
should put that in context. That 12% that Chevron, that I've talked about from a
Chevron  perspective has been the minimum at flat prices that we will achieve in
a growth scenario under ...
                  (END SIDE A, START SIDE B)
 ...turning  capital employee growing.  Obviously,  there's a book adjustment you
have to make. It's merely accounting as you consolidate Caltex into our combined
balance sheet and income statement.  When you've  accomplished that though,  the
going forward  prospects are very good because we're going to get synergy gains,
better capital  efficiency and more  profitable  growth.  So I see ROCE going up
with time and that will become much more clear to you, I guess, when we actually
combine the two companies and  communicate  how we're going to go forward at the
time we close.
                  Q: (Previous questioner):  But you can't quantify the impact
of ROCE incrementally how many percent?
                  DO:  Well if you start from this, the new basis, we're going
to get a half a percent ROCE improvement just through the synergies  alone.
The known $1.2 synergies.  As we apply better  management
processes and more efficient  management processes and better selectivity to our
capital program, it will undoubtedly improve on that as well. Thank you.
                  Q:  (Can't get name) Can you be a little bit more  specific as
to how much you think this will  improve  your  return on capital  employed(sic)
versus as it would have been on a stand alone basis?


CHEVRON TEXACO MERGER

                  DO:  It's going to be better  than the  starting  point.  It's
going to improve.  To quantify it,  because of the  consolidation  accounting is
very  difficult  to do, but let me put it this way,  as I said  before,  we will
immediately get an improvement upon achievement of synergies of .5% to .6% ROCE,
and there will be more to come as we apply capital  efficiency  and disclose our
plans going forward at the time that we close.
                  DO:  Okay, have we got a question in the room.  Back here,
have a commitment here?  Thank you.
                  Q:  (Can't get name)  Toronto  Dominion.  The last super major
deal that  incurred  substantial  anti-trust  scrutiny was BP Arco(sic) and that
took 54 weeks to be completed.  I wonder if you might have some  guesstimate  as
far as it will take this deal to come to fruition? And as a second part, who are
using for anti-trust counsel please?
                  DO:  Okay,  it's very hard to predict  how long this will take
but as you rightly pointed out, the other comparable deals have taken the six to
12 month range to accomplish,  so I think it's reasonable to assume that it will
take in something of that range from a  regulatory  standpoint.  We intend to be
fully  cooperative.  We intend to do all the appropriate  filings.  We have very
good counsel.  Pillsbury,  Madison,  Sutro(sic)  and what's the other one? Howie
Simon(sic)  are working with us on this with us. So I expect that we're going to
do all the  filings  at the  earliest  possible  time  and I expect  that  we're
optimistic  that we will get this deal done.  But we can't  predict  exactly how
long it will take  because  it is  subject  to  regulatory  approval.  You had a
follow-up?
                  Q:  Just a quick follow-up if I may.  Do you anticipate the
divestitures will be required to be completed prior to completion of the
transaction?  Or simply agree to divest within some time period?
                  DO:  You know that's an issue that the FTC is going to have
deal with.  I don't want to speculate except that we'll cooperate with them and
we think we will resolve this issue successfully.  Al?  Do you have another
question?


CHEVRON TEXACO MERGER
                  AL ANTON: Al Anton  (inaudible  Company).  The power business,
Chevron has chosen Dynegy as it's vessel and Texaco has chosen to go essentially
into - or on its own or individual joint ventures. Are there potential conflicts
there between Dynegy's interests and now Chevron-Texaco's interest? Or would you
consider  merging  the assets  inherited  from Texaco into Dynegy on a stock for
stock in Dynegy or have you given much  thought to that?  DO:  Well we don't see
conflicts  because Dynegy's core presence is in North America,  particularly the
United  States,  where  Texaco's  activities in the gas power  business has been
international and tied to their leading technology in the gasification,  etc. So
we don't see conflicts. And I really don't want to speculate about what we might
do beyond that for the moment other than to  acknowledge  that there are options
here for us to go forward to build on our current  positions.  You know Dynegy's
is a publicly  traded company.  We are an equity holder.  We are very happy with
the performance of Dynegy. It has been very successful in executing its strategy
and we will just have to evaluate how we go forward on these  businesses as part
of the integration and post-integration process. Thank you. Yes?
                  PHIL  KAUKONEN:  Phil  Kaukonen,  Lord Abbott.  Dave could you
address  your  thought  process in terms of how you looked at Texaco's  recently
declining E&P  production  and your ability to grow your  upstream?  You've been
growing  your  production.  You've  had a target  of 4%,  Texaco  has had a less
attractive  asset base in the upstream  and  declining  production.  How are you
going to work to make sure that you can  maintain  that 4% plus over  time?  And
could you also  discuss  what  kinds of  projects  could  you do, as a  combined
company,  that you could not do individually?  Given as Chevron by itself, given
that you are already in Tengiz, already in West Africa, etc?
                  DO: Okay, two questions. I think what Texaco has been doing is
basically  similar  to what we have done  just a few years ago in  rationalizing
their upstream operations. They've taken marginal fields out of the portfolio to
build a stronger base of core assets. So that part, I think,  would be something
that we would have done also. It makes a lot of sense.


CHEVRON TEXACO MERGER

                  What  Texaco  brings to the table here is some great  upstream
growth  potential in the deep-water  Gulf of Mexico,  Brazil and in West Africa.
Those are just some  examples  of great  upward  potential  with the  successful
exploration program.  Clearly the advantage here, that we bring, is sure - there
are projects that we could do on our own,  absolutely.  You're absolutely right.
But what this  brings to the table are more  options - more  options for growth.
Instead of four blocks in Brazil we'll have nine. We have no current  deep-water
position essentially.  I think we have one block in Nigeria currently. They have
five. So it brings more opportunities in Angola. So we now have a broader set of
opportunities to apply our expertise in.
                  In the case of West Africa, we have leading positions, we have
relationships,  we have  skilled  employees,  we can  really  help  bring  these
opportunities  to  maturity  and add  long-term  growth to the  company  that we
probably  would not have been able to  achieve  because  we didn't  have as many
options as Texaco brings.
                  So I see a good fit here.  In the near term,  I see it is very
consistent with what they've done in North America,  it's absolutely  right. Get
to the core  assets,  eliminate  the  marginal  stuff which is what they've been
doing and bring to the table and mature some of these growth  prospects  that we
have in those three areas, as well as others that I mentioned on the slides.
                  So  we're  very  bullish  about  it.  We  think  it's a  great
portfolio  combination  that brings the right mix of current,  intermediate  and
long-term future production.
                  PB:  One more question?
                  DO:  This is great.  I think we'll wind it up.  Paul you want
another question.  We'll take just one more.
                  PAUL CHENG:   Paul Cheng, Lehman Brothers.  Dave and Peter,
in a sense that after you join the super major...you will be a little bit
smaller than Exxon  (inaud.) In the sense that do you think
that that will be an advantage that you will be less intimidating and dominating
in the eyes of some of the host countries, and that allow you perhaps steal some
additional market share from the other?


CHEVRON TEXACO MERGER

                  DO:  Well  let  me  put  it  this  way  Paul.   We  see  rapid
integration, we see great alignment, because we work together so effectively. So
we see a great opportunity to bring two sets of minds and hearts and connections
to the table. We've advertised ourselves as the partners of choice - Chevron has
around the world, and we've been very successful. I think we are the partners of
choice  together and we will certainly  build on that scene,  because we'll have
more opportunities and more collaboration.  And I'm confident that we'll be very
successful.
                  PB:  Let me just make a comment here.  Wherever each of us
operates today around the world, we're a very formidable competitor.  When we
get together we'll be even better.
                  DO:  Thank you all.  Appreciate it.


- --------------------------------------------------------------------------------
Private  Securities  Litigation  Reform Act Safe Harbor Statement
- -----------------------------------------------------------------
Except for the historical and present factual information  contained herein, the
matters set forth above, including statements as to the expected benefits of the
merger  such  as  efficiencies,  cost  savings,  market  profile  and  financial
strength,  and the competitive ability and position of the combined company, and
other statements identified by words such as "expects," "projects," "plans," and
similar  expressions are  forward-looking  statements  within the meaning of the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. These  forward-looking  statements are subject to risks and  uncertainties
that may cause actual results to differ  materially,  including the  possibility
that the  anticipated  benefits  from the merger cannot be fully  realized,  the
possibility  that  costs  or  difficulties  related  to the  integration  of our
businesses  will be greater than expected,  the impact of competition  and other
risk factors  relating to our industry as detailed  from time to time in each of
Chevron's and Texaco's  reports filed with the SEC.  Chevron and Texaco disclaim
any responsibility to update these forward-looking statements.


Additional Information
- ----------------------
Chevron and Texaco  will file a proxy  statement/prospectus  and other  relevant
documents concerning the proposed merger transaction with the SEC. Investors are
urged to read the proxy  statement/prospectus  when it becomes available and any
other relevant  documents filed with the SEC because they will contain important
information.  You will be able to  obtain  the  documents  free of charge at the
website  maintained  by the SEC at  www.sec.gov.  In  addition,  you may  obtain
documents  filed with the SEC by Chevron  free of charge by  requesting  them in
writing from Chevron  Corporation,  575 Market Street, San Francisco,  CA 94105,
Attention:  Corporate  Secretary,  or by  telephone at (415)  894-7700.  You may
obtain  documents filed with the SEC by Texaco free of charge by requesting them
in writing from Texaco Inc., 2000  Westchester  Avenue,  White Plains,  New York
10650, Attention: Secretary, or by telephone at (914) 253-4000.

Chevron and Texaco, and their respective  directors and executive officers,  may
be  deemed  to  be  participants  in  the   solicitation  of  proxies  from  the
stockholders  of Chevron and Texaco in connection  with the merger.  Information
about the  directors and  executive  officers of Chevron and their  ownership of
Chevron  stock is set forth in the proxy  statement  for  Chevron's  2000 Annual
Meeting of stockholders.  Information about the directors and executive officers
of  Texaco  and  their  ownership  of  Texaco  stock is set  forth in the  proxy
statement for Texaco's 2000 Annual Meeting of stockholders. Investors may obtain
additional  information  regarding the interests of such participants by reading
the proxy statement / prospectus  when it becomes  available.

Investors should read the proxy  statement/prospectus  carefully when it becomes
available before making any voting or investment decisions.



                                      * * *



[Transcript of Chevron Texaco Merger Conference Call - October, 16, 2000]

                      Chevron/Texaco Merger Conference Call
                                October 16, 2000
                                                    12:15 p.m. EDT


Chairperson:  Dave O'Reilly, Chairman and CEO, Chevron Corp.

[OP = Operator                 DO = Dave O'Reilly              PB = Peter Bijur
 SP = Unidentified Speaker]


OP:  Good  morning,   everyone,   and  welcome  to  the   Chevron/Texaco   Press
Teleconference.  With us  today  we  have  Dave  O'Reilly,  Chairman  and  Chief
Executive  Office of Chevron  Corporation,  and Peter Bijur,  Chairman and Chief
Executive Officer of Texaco Incorporated.  After the opening remarks, we will be
taking questions.  At that time, if you have a question,  you will need to press
the "1" followed by the "4" on your  push-button  phone. As a reminder,  today's
conference  is being  recorded.  I would  now like to turn the call  over to Mr.
O'Reilly. Please go ahead.

Dave O'Reilly
         Thank you.  Both Peter  Bijur and I are here in New York,  and we would
like to make some comments before turning it over to you for questions.
         This  is  a  very  exciting   day,  the  formation  of   Chevron-Texaco
Corporation. I've sure you've seen in the press release many of the details, but
I'd just like to cover a few of the high points.  This is a $100 billion merger,
which will join two of the world's leading energy companies. And of course we've
been long-time partners.
         The  combination  of the two  companies  creates an  U.S.-based  global
enterprise that will join the ranks of the world's largest and most  competitive
international  energy  companies.  As you've seen in the press release,  we will
have world-class  upstream  positions and reserves,  production and exploration.
We'll have an  integrated  worldwide  refining and  marketing  position,  global
chemicals business, and expanded growth platforms in natural gas, power, as well
as leading  skills in technology  and a plan for a rapid  integration to achieve
these  mergers.  We estimate  $1.2  billion  worth of synergy,  which we plan to
achieve within six to nine months after closing.
         We  plan  to be a  powerful  new  competitor,  very  strong  U.S.-based
competitor, which we think is very important in this era of concern about energy
supplies in the United States. We have a very strong presence here, and with our
global presence,  we should be able to work productively together to enhance the
supply situation around the world.  We'll have 11.2 billion




barrels of reserves,  daily  production  of 2.7 million  barrels,  assets of $77
billion,  and  we'll be the U.S.  third  leading  producer  of oil and gas,  and
third-largest reserve position.
         We expect the combination to produce a much stronger  company,  because
of the leadership position in upstream,  the world-wide downstream platform, the
strength  and scales of our chemical  business,  and a  significant  presence in
power and gas, as well as technology, all driven by organizational capability.
         We feel  we're  natural  partners,  we have  great  organizations.  The
combined  skills of both  companies  should serve us very well in achieving  not
only  the  near-term  objectives  we have in  obtaining  synergy,  but  also the
intermediate-  and  long-term  growth  plans which we plan to achieve  promptly,
following the closure of the merger and the formation of the new company.
         Now I'd  like to turn it over to  Peter  to say a few  words,  and then
we'll take your questions.

Peter Bijur
         David,  thank-you  very much.  This is clearly an era of  consolidation
within the energy  industry,  and there  could not be two better  partners  that
could come  together for purposes of improving  shareholder  value,  for growing
earnings and cash flow into the future.
         Obviously,  there  could be many  partners  that one could  consolidate
with, but Chevron and Texaco have been partners  since 1936. We operate  jointly
around the world,  particularly  in the  Pacific  Rim area,  through  Caltex and
Caltex  Pacific  Indonesia.  We have vital and important  opportunities  in West
Africa,  in Brazil,  in the Gulf of Mexico in the United States,  and we're very
excited that this is going to be very,  very  accretive in the long-run,  to the
earnings of the new company.
         In the downstream  part of the business,  we will use the three brands,
Chevron,  Texaco and Caltex - which we have around the world - to  maximize  our
position as a competitor  wherever we operate. We both do a good job today where
we do operate independently, and the synergies and the combination of the talent
of our two companies and the great brand names that our two companies  have will
make this an even stronger institution in the future.
We look forward to it,  we're both excited  about it, and we are the company for
the 21st century.
SP:      Operator, we're ready for questions.





Questions and Answers
OP:      Ladies  and  gentlemen,  we will now  begin  the  question  and  answer
         session.  If you have a question,  please press the "1" followed by the
         "4" on your  push-button  phone.  You  will  hear a  three-tone  prompt
         acknowledging your request.  If your question has been answered and you
         wish to withdraw  your polling  request,  you may do so by pressing the
         "1" followed by the "3". If you are on a speaker phone,  please pick up
         your handset before entering your request. One moment, please, for your
         first question.
                Your first question is from Katherine Mosely with WBRZ TV.
         Please,  proceed with your question.
KM:      Yes,  it's WBRZ TV. What will happen to the local gas  stations?  Will
         they be  changing...  their names will stay  Chevron/Texaco.  What will
         happen to the  management?  Will  some of these  local  jobs be lost
         in the process?
DO:      We... as far as the local gas station's  concerned,  there should be
         really no change.  The gasoline business is very  competitive  and
          broad.  Many of the local  businesses  that are on the street  corner
         should  stay exactly the same irrespective of what happens to the
         ownership of companies.
                  So,  you've  probably seen a lot of merger  activity  already,
         around  the United  States  and  around  the  world,  but the local gas
         station's basically still there, and there to serve the customer.
SP:      Operator?
OP:      Yes. Your next question is from Peter Behr with Washington Post. Please
         proceed with your question.
PBr:     Good afternoon.  Can you tell us what  discussions,  and what thinking
         has already gone on about  divestiture to meet FTC concerns about this,
         and particularly how that affects the Texaco/Shell relationship?
PB:      This is Peter  Bijur.  I'm CEO of  Texaco.  The matter of  divestitures
         will be the  subject  of  regulatory reviews in the U.S. There have
         been  discussions,  as reported by Shell today,  between Texaco, Shell
         and Saudi Aramco, and at the present time those discussions are
         continuing,  but as I said, it will be subject to the regulatory
         reviews in the U.S.
OP:      Your next question is from Kelly Doolan with Platts. Please proceed
         with your question.
KD:      Good  afternoon.  My question is about the  Chevron/Dynegy  natural gas
         marketing  agreement.  How would this merger affect that agreement,
         and would Texaco's gas  marketing...  or, Texaco's gas become folded
         into that agreement?
DO:      Dave  O'Reilly at Chevron.  We have...  we  certainly  will have no
         change in our  existing  agreements  with Dynegy.  I think  it's too
         soon to  speculate  about  what we are  going to do



         overall  in the gas and power business.  We're proud of the position
         we have in Dynegy. Texaco has a great international  business based on
         coal gasification and power, and this creates some new opportunities
         for growth for the new company.
KD:      Thank-you.
OP:      Your next question is from Mike Ledke with Associated Press. Please
         proceed with your question.
ML:      Yeah,  hi. My question  relates to the timing of this deal.  Obviously,
         right now, we're seeing gas prices a lot  higher  than they were a year
         ago.  Politically,  do you feel like this merger is going to be a
         little more difficult to be done right now than if you'd  been able to
         get  together  a year  ago?  Can you talk a little bit about that?
DO:      Yeah,  Mike,  Dave O'Reilly here. We think this is actually a great
         time for  considering a merger of our two companies.  It's acutely
         apparent,  I think,  to everybody in this country,  that energy
         supplies are very, very important to our economic health and
         well-being.  This company will be the strong  U.S.-based  company,
         it will be able to grow...  invest and grow better in the  business,
         not only in the U.S. but  globally,  as well.  Increases in supply in
         the U.S.,  and increases in supply  globally,  will help the total
         market.  So this is the ideal time for us to address this issue,  and
         we are confident  that the  regulators  will see it that way, and that
         we can successfully put this merger together.
                  So I think this is a politically good time for us to address
         this issue. Thank-you.
ML:      Thanks.
OP:      Your next question is with Jim Miguel with FT Energy. Please proceed
         with your question.
JM:      Yes.  Good  afternoon,  gentlemen.  I wanted  to know what you  thought
         this  merger  would do as far as the upstream natural gas segment.
DO:      It will  clearly  put us in a very,  very strong  position in the
         upstream  and natural gas  segments.  Just looking at the U.S.,  for
         example,  we both have good  positions  - great  positions - in the
         Gulf of Mexico shelf.  We are going to be even stronger in the Gulf of
         Mexico shelf.  That's a key source of gas and oil for the  United
         States.  We both have  premier  positions,  and the  combined  company
         will have the number one position in the  deepwater  Gulf of Mexico.
         We also have excellent  positions in the Permian and San Joaquin
         Valley,  and also in Canada,  near-term  as well as  long-term,  great
         exploration  positions  in North West Territories and in the Mackenzie
         Delta, as well as existing  production,  and more prospects for
         exploration and production of gas in offshore eastern Canada.



                  So, all in all, this is a very  powerful  combination  in the
         North  American...  in North  America.
         Thank you.
OP:      Your next question is with Hillary Durgin from Financial Times. Please
         proceed with your question.
HD:      Good morning.  You talked about how being together makes you more
         competitive  than you would be separately.
         Can you discuss a little bit - both of you - the  disadvantages you may
         have been at, being separate, in the last year or so?
DO:      I think the best thing to do is to talk about the  advantages  of being
         together.  It's  clear  that the  advantages  of being  together  are a
         multitude.  One,  we will be  stronger  financially  from  the  synergy
         combinations  that we will achieve.  Secondly,  we, as you probably saw
         from the  briefing  and the  materials,  we have  complementary  growth
         opportunities in deepwater Gulf of Mexico,  in West Africa,  in Nigeria
         in particular,  also in Angola, and in Brazil,  where we have a premier
         position in the deep water in Brazil. So, there are great opportunities
         for long-term growth.
                  And the final point is that we have a great position as far as
         integration  is  concerned.   We  know  each  other  well,  we've  been
         long-standing partners together, and we think we have an opportunity to
         rapidly  integrate  the  companies and achieve the synergies and get on
         with  achieving  our growth  ambitions  effectively  within six to nine
         months after closing.
PB:      Hillary, just a couple of additional points, there. These two companies
         have  outstanding  talent that work for us around the world. By putting
         them  together,  we're going to have the ability to pick and choose the
         very, very best, and I think we're going to be a formidable  competitor
         as we face the  very  difficult  energy  development  situation  of the
         future. As David said, we have excellent  opportunities in the upstream
         part  of  the  business.  We  have  a  wonderful  global  reach  in the
         downstream part of the business. With the talent of both companies, and
         the management teams of both companies, I think we're going to be, as I
         said, formidable in the future.
HD:      Thank-you.
OP:      Your next question is with Pamela Moore with Business Week Magazine.
         Please proceed with your question.
PM:      Hi. my question is about the exploration  budget, and what you're going
         to be doing to increase  exploration and production.  I'm interested in
         getting  specific  numbers.  By what percent would you increase your
         exploration and production budgets? And if you  don't  have  specific
         numbers,  do you  absolutely  commit  to increasing production and
         exploration?



DO:      Thank-you  for the question.  I mean,  the key issue here is successful
         exploration.  In order to effectively grow production, you have to have
         successful  exploration.  We're confident that with the combined skills
         and  competencies of both companies,  applied to a larger  portfolio of
         exploration opportunities, we will continue to grow production.
                  You may recall  that  Chevron,  during the  downturn  of 1998,
         maintained a very strong  exploration and production  budget, and we've
         been  successfully  growing our production  during that period of time.
         And I'm  confident  that both of us together  will  achieve  production
         growth and success in exploration going forward,  as well. So, we think
         we're in a stronger  position to  accomplish  this,  and in addition to
         growing our production,  we believe that this  combination will achieve
         that growth in a more profitable manner.
                  So, we're very bullish about this combination. Thank-you.
OP:      Your next question is with Paul Tomasch with Reuters. Please proceed
         with your question.
PT:      Yeah,  Peter, you said at the beginning of the conference call that the
         deal comes amid an era of consolidation.  Do the two of you see this as
         the end of the  consolidation in the energy industry,  one, and two, as
         Chevron-Texaco,  would you be interested in buying any other  companies
         or any other assets, and where do you stand on your size, now?
PB:      Paul,  good  question.  I'll  tell you  what.  David and I are going to
         concentrate on putting the best company together that we could possibly
         put on the competitive front. That's really what we're concerned about.
         We always look at  opportunities,  but that's what we're concerned with
         right now, that's what we're doing.
PT:      And as a follow-up... are you still there?
PB:      We're still here.
PT:      Could you give us some idea of,  geographically,  where the job cuts
         are going to come  from?  Are they going to be mostly here in the U.S.,
         or do you have any breakdown yet?
DO:      Well, let me field that.  We've  estimated 4,000 jobs.  It's a very
         sensitive  issue.  Obviously we have some overlaps in key areas. We
         have a merger  integration team headed up by our respective CFOs.
         They're going to take on the chore of looking at our  operations,
         assembling  experts and team members  from both  companies,
         and when we get through that process, we'll have a much better handle
         on this. Thank-you.
OP:      Your next question is from David Ivanovic with Houston Chronicle.
         Please proceed with your question.
DI:      Gentlemen,  can we get a better  explanation as to why this deal makes
         sense now, when it didn't make sense a year and a half ago, for $70 a
         share?



PB:      Well, David... how are you today? This is Peter.
DI:      Hi, Peter.
PB:      We didn't have a deal a year ago. The  circumstances,  the timing,  the
         situation then,  simply was not right to make a deal, so we didn't have
         a deal. We have a deal today.  We think it's a good deal for everybody.
         It's certainly a good deal for our  shareholders.  It's a good deal for
         Chevron  shareholders.  It's  going to be a  powerful  company,  and it
         creates a  U.S.-based  global  enterprise  that is  highly  competitive
         across all the energy sectors.
OP:      Your next question is from Nancy Rivera-Brooks with Los Angeles Times.
         Please proceed with your question.
NR:      Hello.  The whole  question of mergers  between oil companies has
         become very  political - the term "big oil" is thrown around a lot -
         and I'm  wondering  how you answer  critics of these mergers who
         contend that they're bad for consumers.
DO:      Nancy, Dave O'Reilly.  I think consumers are acutely aware,  today,
         that energy supply is very, very critical to our  economic  well-being.
         In  California,  we've  experienced  higher  energy  prices  because of
         supply problems.  I'm sure  you're  probably  aware of the  problems
         with  power  supply in the  States.  This is a critical  issue.
         It takes  strong,  competitive  companies  to compete in  today's
         business,  to be able to invest,  to grow energy supplies.  We think
         that this combination will create a U.S.-based  global enterprise
         that's highly  competitive,  that will allow us to invest to grow
         effectively in the U.S. and abroad, and all of that will increase the
         supply  picture and improve - ultimately  improve - the  availability
         to supply to consumers.
                  So, that's critical.  That's the business we're in, and it's
         absolutely critical that we do it well. We think this combination will
         allow us to do it better. Thank-you.
NR:      Okay. Thank-you.
OP:      Your next question is from Barbara Shuk, Energy Intelligence Group.
         Please proceed with your question.
BS:      Yes, I have two questions on the natural gas side,  and one's on the
         technology  side,  actually.  Could you clarify exactly what is the...
         how you're going to deal with the Dynegy and...  consolidating  the
         Dynegy and Texaco natural gas operations?
DO:      I covered that question in an earlier  question.  I think the key issue
         there is we both have good positions:
         Texaco's  international  gasification  and power  position,  Dynegy is
         a North American,  primarily,  gas and power  convergence  player.
         We're  very  satisfied  with  Dynagy's  performance.  Texaco is in an
         excellent position.  It  gives  us some  options  for the  future.  We
         have  to  look at what  those  potential  growth opportunities will be.
         That's something we'll evaluate during the merger integration process.
         Thank-you.



BS:      Okay.  The second  question has to do on the technology  side.  Both of
         you have  different  gas to  liquids  exploitation  efforts  in
         progress.  You announced  today the  formation of your joint  venture
         company with Sasol. Texaco has an existing  arrangement with Rentech.
         How are those going to be reconciled?
DO:      We're going to sort that out in the merger  integration  process.  We
         have...  we clearly have big commercial plans for the first gas to
         liquids plant,  a big plant in Nigeria,  which the Sasol joint venture
         is involved in. We're very committed to that, and the question of
         integrating the  technologies  and what we can do there is something
         that the merger integration process will take care of. Thank-you.
BS:      Okay. Thank-you.
OP:      Your next question is from Christina Cheddar with Dow Jones. Please
         proceed with your question.
CC:      Hello.  I was just curious about whether or not any  additional
         approvals  need to be received from Phillips as far as the  chemical
         venture,  and I was also  wondering  about any other adjustments to the
         venture once the deal is completed.
DO:      No, the chemical  venture is totally  independent of this. There are no
         additional  approvals  there. I think,  in fact,  the  Chevron/Phillips
         joint venture is our vehicle for chemicals growth,  and I think this is
         a good thing for the  Chevron/Phillips  joint venture because it offers
         more opportunity to link up with not only Chevron's  existing portfolio
         around the globe, but Texaco's existing  portfolio around the globe. So
         this is a very positive  thing for that  venture,  and I know they feel
         good about it. Thank-you.
CC:      So will Texaco's chemical assets then be folded into the venture as
         well?
DO:      Texaco doesn't really have any chemical assets. They exited the
         business a few years ago. Thank-you.
OP:      Your next question is with Sam Fletcher of Oil & Gas Journal Online.
         Please proceed with your question.
SF:      I had a couple of sort of related  questions,  here.  One is the fact
         that these super  mergers  have usually taken a year  or  longer  to
         get  put  together,  get  through  all the approval  processes,  then
         there's a while the two cultures are sorted out and merged,  and
         meanwhile,  during much of that time, a lot of you upstream operations
         just come to a standstill. Y'all plan to get around this in some
         unusual way, do something  different this time? Also, what
         effect  does the  cut-backs  on the R&D  spending  going to have on the
         industry?
DO:      Let me just deal with this. These  companies...  the big advantage here
         is truly  integration.  We're natural partners.  We've been working
         together. Many of the activities around




         the world we're doing together.
         So, we are  confident.  There is no coming to a standstill,  here. We
         both have  committed  ourselves to getting the merger  process  done.
         It will take a little of time,  but 6-12 months is not  unreasonable
         for a deal like this.  Once we get closure,  we will be moving very,
         very rapidly to achieve the full  integration.  I don't anticipate
         things coming to stop. In fact,  we're  confident that because of our
         partnership,  our historic relationship, we have an execution
         advantage. Thank-you.
SF:      What about the R&D?
DO:      Well,  R&D  is  a  very  minor  point.  We  clearly  have   overlapping
         opportunities  there.  There's no diminished  interest on either of our
         part. All we're talking about doing is integrating our technology,  and
         this is truly a case  where  one plus one  will  make  three,  so while
         there's  savings  involved in R&D, it doesn't in any way  diminish  our
         commitment to it. We're just going to be able to do it more effectively
         and more  efficiently  because of the larger  scale of our  operations.
         Thank-you.
OP:      Your next question is from Demetrius Patterson of Gannett Newspapers.
         Please proceed with your question.
DP:      Yes.  Recently Texaco has shown a lot of interest in fuel cell
         technology,  and alternative fuel technology, and I'm wondering how is
         that going to play with this proposed  merger.
         Is there equal interest on the Chevron side?
DO:      Well,  I'd  better  answer  that  question.  I though it was  going to
         be one for  Peter.  But yes,  there is tremendous  interest.  Chevron
         has been involved,  actually,  in working on reforming  technology
         around fuel cells.  We just haven't taken an interest in an outside
         venture the same way as Texaco have. But if you look at our
         combination,  not only...  in the last question I responded to the base
         technology - core technology - issues,  but we bring to the party new
         technologies,  technologies  around  environmentally-friendly  fuels,
         around  alternative  energy fuels,  and Internet  businesses,  and the
         like. So, this is a great  combination from that standpoint, and we
         think this is very complementary. Thank-you.
DP:      Thank-you.
OP:      Your next question is from Eve Mitchell with Oakland Tribune. Please
         proceed with your question.
EM:      Hello.  In view of the high prices for gas in  California,  what do you
         see as the  regulatory  challenges in this  proposed  merger,  given
         that some critics have said that there's just too much concentration
         on the energy business, here?
DO:      Eve, we are certainly aware that there is a concentration  issue in the
         United States  downstream,  and we anticipate that the FTC will require
         us to do something about it.




         We are going to file our application  with the FTC right away, the
         appropriate paperwork. We're going to cooperate with them, and I'm
         confident that this issue will be resolved.
                  The downstream market is a very competitive business.  The FTC
         will ensure that it remains  competitive,  so I anticipate refining and
         marketing  staying  competitive.  The important thing here,  though, is
         look at the big picture beyond that, and look at the  combination,  the
         valuable  attributes  that this  combination  will have in  creating  a
         U.S.-based global enterprise that's highly  competitive,  and should be
         able  to  provide  oil  and  gas and  other  energy  resources  to U.S.
         consumers   in  a  better  way  than  either  of  us  could  have  done
         individually.
                  So, we're very  bullish  about our ability to be a better
         supplier,  overall,  of energy,  and look forward to the opportunity.
         Thank-you.
EM:      Thank-you.
OP:      Your final question is with Justin Cole with AFX News. Please proceed
         with your question.
JC:      Yes,  hello.  It looks as  though  there  might  have to be some
         restructuring  or some  divestments  in the refining and marketing on
         the west coast,  but are there any other areas that you think are
         going to...  will come  under  close  scrutiny  from the FTC?  And in
         particular,  do you feel  that you have any  significant
         overlaps or controlling interests in the U.S. upstream sectors?
PB:      Well, with respect to the downstream, as we've said, we anticipate that
         the Federal Trade Commission,  or other regulatory  agencies,  may well
         require some  divestitures  in the U.S.  downstream  to address  market
         concentration  issues, and the companies fully intend to cooperate with
         the FTC.
DO:      And as far as the upstream is  concerned,  there's  nothing at all that
         should be an  impediment to this,  and in fact, as I said earlier,  the
         combination  is going to improve  energy  supply to the U.S.  consumers
         because we'll have stronger  positions,  we'll be better able to invest
         and grow, and this is good for the American consumer. Thank-you, all.
JC:      Thank-you.

[End of Recording]



================================================================================

Private  Securities  Litigation  Reform Act Safe Harbor Statement
- -----------------------------------------------------------------
Except for the historical and present factual information  contained herein, the
matters set forth above, including statements as to the expected benefits of the
merger  such  as  efficiencies,  cost  savings,  market  profile  and  financial
strength,  and the competitive ability and position of the combined company, and
other statements identified by words such as "expects," "projects," "plans," and
similar  expressions are  forward-looking  statements  within the meaning of the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. These  forward-looking  statements are subject to risks and  uncertainties
that may cause actual results to differ  materially,  including the  possibility
that the  anticipated  benefits  from the merger cannot be fully  realized,  the
possibility  that  costs  or  difficulties  related  to the  integration  of our
businesses  will be greater than expected,  the impact of competition  and other
risk factors  relating to our industry as detailed  from time to time in each of
Chevron's and Texaco's  reports filed with the SEC.  Chevron and Texaco disclaim
any responsibility to update these forward-looking statements.


Additional Information
- ----------------------
Chevron and Texaco  will file a proxy  statement/prospectus  and other  relevant
documents concerning the proposed merger transaction with the SEC. Investors are
urged to read the proxy  statement/prospectus  when it becomes available and any
other relevant  documents filed with the SEC because they will contain important
information.  You will be able to  obtain  the  documents  free of charge at the
website  maintained  by the SEC at  www.sec.gov.  In  addition,  you may  obtain
documents  filed with the SEC by Chevron  free of charge by  requesting  them in
writing from Chevron  Corporation,  575 Market Street, San Francisco,  CA 94105,
Attention:  Corporate  Secretary,  or by  telephone at (415)  894-7700.  You may
obtain  documents filed with the SEC by Texaco free of charge by requesting them
in writing from Texaco Inc., 2000  Westchester  Avenue,  White Plains,  New York
10650, Attention: Secretary, or by telephone at (914) 253-4000.

Chevron and Texaco, and their respective  directors and executive officers,  may
be  deemed  to  be  participants  in  the   solicitation  of  proxies  from  the
stockholders  of Chevron and Texaco in connection  with the merger.  Information
about the  directors and  executive  officers of Chevron and their  ownership of
Chevron  stock is set forth in the proxy  statement  for  Chevron's  2000 Annual
Meeting of stockholders.  Information about the directors and executive officers
of  Texaco  and  their  ownership  of  Texaco  stock is set  forth in the  proxy
statement for Texaco's 2000 Annual Meeting of stockholders. Investors may obtain
additional  information  regarding the interests of such participants by reading
the proxy statement / prospectus  when it becomes  available.

Investors should read the proxy  statement/prospectus  carefully when it becomes
available before making any voting or investment decisions.

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