INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

Filed by the  Registrant  February 13, 2001    [X]
Filed by a Party other than the Registrant    [_]
Check the appropriate box:
[_]      Preliminary Proxy Statement
[_]      Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
[_]      Definitive Proxy Statement
[_]      Definitive Additional Materials
[X]      Soliciting Material Under Rule 14a-12

                                   Texaco Inc.
                (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]    No fee required.

[_]    Fee computed on table below per Exchange Act Rules  14a-6(i)(1) and 0-11.
       (1) Title of each class of securities to which transaction applies:

       (2)    Aggregate number of securities to which transaction applies:

       (3)    Per unit price or other underlying  value of transaction  computed
              pursuant to Exchange Act Rule 0-11:

       (4)    Proposed maximum aggregate value of transaction:

       (5)    Total fee paid:

[_] Fee paid previously with preliminary materials.

[_]    Check box if any part of the fee is offset as provided  by  Exchange  Act
       Rule  0_11(a)(2) and identify the filing for which the offsetting fee was
       paid previously.  Identify the previous filing by registration  statement
       number,  or the Form or Schedule  and the date of its filing.  (1) Amount
       Previously Paid:

       (2)    Form, Schedule or Registration Statement No.:

       (3)    Filing Party:

       (4)    Date Filed:






     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 has filed a Registration Statement on Form S-4 with the SEC
containing a preliminary joint proxy statement/prospectus regarding the proposed
merger transaction. Investors are urged to read the definitive joint proxy
statement/prospectus when it becomes available and any other relevant documents
filed with the SEC because they will contain important information. The
definitive joint proxy statement/prospectus will be sent to the stockholders of
Chevron and Texaco seeking their approval of the proposed transaction. In
addition, you may obtain the documents free of charge at the website maintained
by the SEC at www.sec.gov. Also, 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 definitive joint
proxy statement/prospectus when it becomes available.

                                      * * *

To All Texaco Employees from Glenn Tilton
- -----------------------------------------

February 12, 2001


Dear Fellow Employees:

Our integration planning for the merger with Chevron is continuing at a rapid
pace,  and you have been receiving  regular  updates about our progress from Pat
Lynch. However, I wanted to communicate with you directly on the announcement we
are making today on the selection of the leadership team for ChevronTexaco.

Attached to this letter is a news release, which includes the names of those
selected to be part of this first tier of leaders for ChevronTexaco. Also
attached is additional information to address questions you may have. In
addition, the web link noted on the release will take you to biographical
information on this leadership team and a description of the planned
organizational structure.

As you will note in the news release, I will serve as Vice Chairman for
ChevronTexaco along with Dick Matzke, who is currently Chevron's Vice Chairman.
Together with Chevron Chairman and CEO David O'Reilly we will comprise a newly
created "Office of the Chairman." I am looking forward to serving in this role.
In the interim, I will work closely with David O'Reilly, Chevron Vice President
and CFO John Watson and Pat Lynch to ensure that the best interests of Texaco's
employees are well represented in the transition process while continuing to
address the regulatory issues associated with our U.S. downstream assets.

We are placing our utmost confidence in these executives to quickly and
effectively carry out our integration and achieve our synergy goals, to deliver
the operating and financial results our proposed new company is designed to
achieve, and to take advantage of the exceptional opportunities that await the
new company.

The people who will lead ChevronTexaco were selected with great care, using
criteria covering skills, experience, performance and behavior. Our process was
designed to be flexible to meet business needs, to be fair, equitable and
timely, to value diversity and to help us build a strong, committed team. The
new leaders embody the values found in what we will call "The ChevronTexaco
Way," and what is familiar to you as our Vision and Values. All of the
individuals selected have a strong record of achieving business results, are
known for superior performance and for holding themselves and their
organizations accountable. They have demonstrated that they can lead their teams
and build an inclusive and collaborative organization.

Although we have made significant progress with the transition, we still have a
lot of work to do in assembling the entire team for the new company. I look
forward to seeing many Texaco employees included as the rest of the new
organization is filled out. In order for ChevronTexaco to succeed, we will need
many thousands of skilled and dedicated employees from Texaco, Chevron and
Caltex. The selection processes and criteria we will use are rigorous, fair and
inclusive.

                                       1



Where there is no overlap, most positions will not be open and incumbents from
Chevron, Texaco or Caltex will remain in their current jobs. Where there is
overlap of business activities, generally positions will be open to candidates
from each company. Positions will be filled according to corporate-wide
selection guidelines. Positions that are opened for selection as a result of the
merger will be truly open, and all candidates will be considered fairly,
regardless of their company affiliation. Additional information on the selection
process will be provided in the coming days.

While today's announcement demonstrates that we are making good progress with
the merger, I ask that you keep in mind that it does not have any substantive
impact on our business and strategic objectives.

Texaco has just enjoyed a record year of earnings, due in large part to your
exceptional efforts. Each of you plays an important role in our company, and it
is only through your continued focus and superior performance that we can
achieve our financial and operational goals for this year and provide the best
platform for launching ChevronTexaco. It remains vitally important that we
concentrate our attention and energy on our shared objectives of creating
shareholder value and operating with the utmost concern for safety and the
environment.

Although the new leaders announced today will become involved in the transition
and selection processes, they will remain in their current assignments. Only
when the merger is completed will they assume their new responsibilities.

Finally, as we have noted in the past, until the merger is complete Texaco and
Chevron remain competitors, and contact with Chevron must be limited to normal
business dealings and authorized merger integration activities.

I want to thank you for the efforts you have put forth over the past year, and
encourage you to continue this positive momentum going forward. Through Pat
Lynch and the transition team we will continue to update you on progress and new
developments.

[GLENN]

For employees with Internet access, the press release, organization chart and
Q&A's are posted on our Merger Information site:

[Texaco Intranet hyperlink appears here]

Press Release and Q&A's follow:
- ----------------------------------


                   CHEVRON AND TEXACO ANNOUNCE LEADERSHIP TEAM
                   -------------------------------------------
           AND ORGANIZATION STRUCTURE FOR PROPOSED POST-MERGER COMPANY
           -----------------------------------------------------------

FOR  IMMEDIATE  RELEASE:   MONDAY, FEBRUARY 12, 2001.
- -----------------------------------------------------

          WHITE PLAINS, N.Y. & SAN FRANCISCO, CALIF., Feb. 12 - Chevron Corp.
and Texaco Inc. today announced the appointments of senior executives to lead
the new ChevronTexaco Corporation after the proposed merger closes. The
announcement also provides details about the new company's proposed organization
structure.
          As announced last October 16, Chevron Chairman and CEO Dave O'Reilly
will have the same role in ChevronTexaco. Chevron Vice Chairman Richard Matzke
and Texaco Inc. Chairman and CEO Glenn Tilton will each hold the title of Vice
Chairman. The three executives will form a newly created Office of the Chairman,
which will have oversight of the operations of the new company.

                                       2



          "The new organization is designed to achieve superior, long-term
financial performance for our shareholders," O'Reilly said. "ChevronTexaco will
be structured to capture quickly the $1.2 billion in synergies we envisioned
when we announced our merger, and to build long-term success.
          "The people selected to lead the company have distinguished themselves
in the way they consistently achieve strong business results. All of them have
records of performance and accountability - both for themselves, and for the
people and organizations they lead," O'Reilly continued.
          Commenting on the new leadership team, Tilton said "ChevronTexaco's
path to success is clear. We have every confidence in the ability of these
executives to quickly and effectively carry out our integration and achieve our
synergy goals, to deliver the operating and financial results our proposed new
company is designed to achieve, and to take advantage of the exceptional
opportunities that await the new ChevronTexaco."

Corporate
- ---------
          Three corporate Executive Vice Presidents will report to the Office of
the Chairman:

         o    Downstream - Patricia Woertz,  currently Vice President,  Chevron
              Corp.,  and President,  Chevron Products Co., will lead
              ChevronTexaco's global downstream businesses;

         o    Power,  Chemicals  and  Technology  -  Darry  Callahan,  currently
              Executive  Vice   President,   Chevron  Corp.,   will  retain  his
              responsibilities for technology, chemical additives and coal, plus
              power and gasification. Callahan will also have responsibility for
              the company's  interests in the Chevron Phillips  Chemical Company
              joint venture, Dynegy, Inc., and the Sasol/Chevron  Gas-to-Liquids
              joint venture;

         o    Administrative  and Corporate  Services -- Greg Matiuk,  currently
              Vice President, Human Resources, Chevron Corp., will be charged in
              his new role with enabling significant synergies while maintaining
              a high  level  of  corporate  support  for  the  company's  global
              businesses.

         Other key corporate posts will be held by:

         o    Finance - Vice President and Chief Financial  Officer John Watson,
              currently Chevron Corp.  Finance Vice President and CFO. Corporate
              officers  reporting  to  Watson  will  be  Dave  Krattebol,   Vice
              President  and   Treasurer;   Steve  Crowe,   Vice  President  and
              Comptroller;  and Bruce Marsh,  General Tax  Counsel,  all of whom
              currently hold the same positions in Chevron.

         o    Human Resources -- Vice President Janet Stoner, currently Texaco
              Inc. Vice President, Human Resources;

         o    Strategic Planning -- Vice President Patricia Yarrington,
              currently Chevron Corp. Vice President, Strategic Planning;

         o    Health,  Environment and Safety -- Vice President Warner Williams,
              currently on special assignment with Chevron handling merger
              integration planning for upstream;

         o    Law -- Vice President and General Counsel Harvey Hinman, currently
              Chevron Corp.  Vice President and General  Counsel. Reporting to
              Hinman will be Corporate Secretary Lydia Beebe, currently in the
              same position for Chevron; and,

                                       3



         o    Public Affairs -- Vice President  Rosemary Moore, currently Texaco
              Inc. Vice President of Corporate  Communications  and  Government
              Affairs.

         For the company's  businesses,  the new  organization  relies mainly on
decentralized  operating  companies  segmented by business and  geography,  with
"strategic business units" managing relevant operations.

         Upstream
         --------
         Two  upstream  companies  reporting  to  Matzke  will be  charged  with
improving  profitability,  efficiently managing the new company's  significantly
larger resource base, and sustaining long-term competitiveness:

         o    Overseas Petroleum - Peter Robertson, currently Chevron Corp. Vice
              President and President of Chevron Overseas Petroleum, will retain
              those responsibilities in the new company.  Overseas Petroleum, to
              be  headquartered  in  San  Ramon,  Calif.,  will  manage  all  of
              ChevronTexaco's  exploration and production activities (outside of
              North America) in some 30 countries around the world.

         Overseas  Petroleum  will  have 10  business  units,  each  headed by a
managing director, plus a general manager for exploration. They are:

              o    Overseas Exploration -- Bobby Ryan, currently Vice President
                   for Special Projects in Texaco's Office of the Chairman;

              o    Australasia - Rhonda Zygocki,  currently Advisor to the
                   Chairman of the Board, Chevron  Corp.;

              o    China - Sam  Snyder, currently President and  Managing
                   Director of Texaco   China  B.V.;

              o    Eurasia  -  Guy  Hollingsworth,  currently  in the same role
                   for Chevron  Overseas  Petroleum;

              o    Europe - John McDonald, currently North Sea Managing Director
                   for Texaco;

              o    Indonesia - Humayunbosha, currently Sr. Vice President and
                   Deputy Managing  Director, Caltex Pacific Indonesia; and  Bob
                   Galbraith, continuing with the same  responsibilities  as
                   Managing Director and Senior Vice President,  Sumatra, Caltex
                   Pacific Indonesia (and formerly with Texaco);

              o    Latin America - Ali Moshiri, currently General Manager and
                   Advisor to the Vice Chairman, Upstream, at Chevron Corp.;

              o    Middle  East / North  Africa - (To be  announced)

              o    Nigeria / Mid-Africa - Ray Wilcox, currently Managing
                   Director, Nigeria,  for Chevron Overseas  Petroleum;

              o    Southern Africa - John  Gass, currently General Manager,
                   Operations,  Southern Africa Business Unit, for Chevron
                   Overseas Petroleum; and,

              o    Thailand - Jay Pryor, currently in the same role for Chevron
                   Overseas Petroleum.

         o    North America Upstream - George Kirkland,  currently Chevron Corp.
              Vice President and President of Chevron U.S.A. Production Company,
              will retain those responsibilities in

                                       4


              ChevronTexaco.  North  America,  to be headquartered in Houston,
              Texas, will consist of seven business units, each headed by a vice
              president,  plus a  general manager for exploration. They are:

              o   San Joaquin Valley - Gary Luquette, currently in the same role
                  for Chevron Production Co.;

              o   Gulf of Mexico Shelf - Doug Lanier, currently in the same role
                  for Chevron Production Co.;

              o   Permian - Alan Kleier, currently Vice President of Texaco
                  Exploration and Production's Central U.S. Business Unit;

              o   Gulf of Mexico Deep Water - (To Be Announced);

              o   Mid Continent - Melody Meyer, currently Manager, Business
                  Development and Planning for Chevron Production Co.;

              o   Canada - Jim Simpson, currently in the same role for Chevron;

              o   Alaska - Robert Howard, currently a Vice President for Chevron
                  Production Co.; and,

              o   Exploration - Paul Siegele, currently Regional Manager for
                  Texaco Worldwide Exploration and Production.

         Also  reporting to Matzke as Advisor to the Vice Chairman will be David
Roberts,  currently  Director,  Worldwide  Upstream  Strategic  Management,  for
Texaco; and General Manager of Exploration Tom Schull, currently Vice President,
Planning, Evaluation and Business Development, Chevron Overseas Petroleum.

         Downstream
         ----------
         The  worldwide  downstream  organization  reporting  to Woertz  will be
segmented  geographically  into four operating  companies for major refining and
marketing operations,  each headed by a president,  plus a pipeline company. The
refining and marketing organizations - North America,  Asia/Middle  East/Africa,
Europe/West  Africa, and Latin America - will have the scale and scope to create
and share best  practices  within and across  operating  companies,  will have a
critical mass of competencies  in each geographic  area, and will share services
at the lowest possible cost. These businesses will be headed by:

              o   North America Products - Dave Reeves, currently Vice
                  President, Marketing, Chevron Products Co.;

              o   Asia / Middle East / Africa Products - Jock McKenzie,
                  currently Chairman and CEO, Caltex Corp.;

              o   Europe / West Africa Products - Jim Hawn,  currently  Regional
                  Vice President of Texaco  International  Marketing and
                  Manufacturing for the U.K. and Ireland Region, and Managing
                  Director, Marketing and Manufacturing, Texaco Ltd.;

              o   Latin America  Products - Carey McHugh,  currently Vice
                  President,  Southern Cone Region of South America for Texaco
                  International Marketing and Manufacturing Operations;

              o   Pipeline - Jeet Bindra, currently in the same role for Chevron
                  Pipeline Co.

         Downstream  will also operate  several  global  businesses  designed to
quickly and  efficiently  integrate the

                                       5


global product lines of Chevron, Texaco and Caltex (now a 65-year, 50/50 joint
venture between Chevron and Texaco). Operating in a combination of developed,
emerging and growth markets, these businesses will build on the strong brand
presence and varied global consumer marketing experience of the three pre-merger
companies. These businesses will be headed by:

              o   Lubricants - Shariq Yosufzai, currently President Lubricants-
                  Caltex Corporation;

              o   Trading - Bob Parkey, Jr., currently Senior Vice President,
                  Marketing and Trading, Texaco Natural Gas-NA;

              o   Shipping  - Tom Moore, currently in the same role for Chevron
                  Shipping Co.;

              o   Fuel and Marine  Marketing - Mike Bandy,  currently  President
                  of Fuel and Marine Marketing LLC, a Texaco and Chevron joint
                  venture (and formerly with Texaco); and,

              o   Aviation - (to be announced)

         Power, Chemicals and Technology
         -------------------------------
         The  organization reporting to Callahan includes diversified businesses
         and  the   ChevronTexaco   technology   functions.

              o   Power  and  Gasification - Jim Houck,  currently President of
                  Texaco Power and  Gasification;

              o   The  Pittsburg  & Midway  Coal Mining Co. - Steve Parker  will
                  continue  as  President;

              o   Oronite  Additives - Ron Kiskis will continue in the same role
                  he now holds with  Chevron  Oronite  Additives;

              o   Technology  -  Don  Paul, currently Vice President, Technology
                  and Environmental  Affairs,  Chevron Corp., and President,
                  Chevron Technology Ventures, will become ChevronTexaco Vice
                  President, Technology, and Chief Technology Officer.

         o    The merger is conditioned, among other things, on shareholder
approval for both companies, pooling accounting treatment for the merger and
regulatory approvals of government agencies including the U.S. Federal Trade
Commission.

                                      -xxx-

Private Securities Litigation Reform Act Safe Harbor Statement
Except for the historical and present factual information contained herein, the
matters set forth in the materials 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.

A complete high-level organization chart for the proposed ChevronTexaco Corp.,
along with the names and backgrounds of additional newly appointed executives,
can be found at:

[Texaco Internet hyperlink appears here]



                               QUESTIONS & ANSWERS
                               -------------------
                  Regarding February 12 Leadership Announcement
                                For ChevronTexaco

                                       6


1.   Why are you releasing names of new leaders now when it might take months
     for the merger to be approved?
     We believe that in order to continue progress with the transition, it is
     important that we identify the new company leadership and begin to involve
     these executives in the planning process. The FTC review process does not
     preclude us from making these selections.

2.   What happened to the position that Peter Bijur was going to hold in the new
     company?
     Texaco's new Chairman and CEO Glenn Tilton will become a Vice Chairman in
     the new company, and will join Dave O'Reilly and Dick Matzke in what will
     become the "Office of the Chairman."

3.   What is the role of the "Office of the Chairman?"
     The Office of the Chairman, comprising the three principal officers
     of the proposed new company, will guide the overall management of the
     organization. The designation conveys that the three will work together
     as a team. This is particularly important as the new company works to
     integrate three pre-merger organizations - from assets, to operations, to
     people and cultures. Dave O'Reilly, Dick Matzke and Glenn Tilton will work
     together in this regard.

4.   What is the breakdown of Chevron leaders versus Texaco leaders?  Caltex?
     This leadership announcement, as with all future leadership and employee
     selections, includes people from a number organizations, including Chevron,
     Texaco, Caltex, Fuel & Marine Marketing LLC (FAMM) and Caltex Petroleum
     Indonesia (CPI). The objective is to have the best people possible working
     for the new company. Not incidentally, some people who were considered for
     positions in the new company have advised that they have decided to pursue
     other opportunities for personal reasons.

     It's important to point out that the new company will be decentralized,
     with both authority and accountability at the SBU level. Personnel
     selection for the new organization will be handled at an increasingly local
     level as each broader selection phase takes place. Where the new
     organization involves Texaco or Caltex businesses that don't overlap with
     Chevron's businesses or locations, we would expect to have many or most of
     the jobs filled with Texaco or Caltex people, and vice versa. Where there
     is overlap, selection processes will be handled locally by teams that
     include leaders from the companies involved -- Chevron, Texaco or Caltex -
     with support from Human Resources. Jobs that are opened for selection as a
     result of the merger will be truly open, and all candidates will be
     considered, regardless of their company affiliation.

5.   Since the ownership split of the new company is approximately 60/40, should
     we expect to see a  similar  proportional  split  among  leaders  and other
     employees from the two companies?
     No. This leadership announcement, as with all future leadership and
     employee selections, includes people from a number of companies, including
     Chevron, Texaco, Caltex, Fuel & Marine Marketing LLC (FAMM) and Caltex
     Petroleum Indonesia (CPI). The important objective is to have the best
     people possible working for the new company, regardless of which company
     they currently work for. At the same time, some people who were considered
     for positions in the new company have advised that they have decided to
     pursue other opportunities for personal reasons.

     The selection process is far from finished and it is impossible to predict
     where all the new organization's managers, supervisors and other employees
     will come from.

6.   What  criteria  were  used to select  the  proposed  leaders?  Who made the
     decisions  about  the  people  chosen?
     Final decisions were made by Dave O'Reilly, based on recommendations from
     Chevron, Texaco and Caltex, and careful screening interviews. Several
     factors were considered including skills, experience, performance, and
     behaviors. The process was designed to value diversity, meet business
     needs, be fair and timely, and to help us build a strong, committed team.
     The new leaders embody the values found in what will become The
     ChevronTexaco Way: they all have a strong record of achieving business
     results, are known for superior performance and for holding themselves and
     their organizations accountable. They have demonstrated that they can lead
     their teams and build an inclusive and collaborative organization.

7.   What will happen to those current leaders not chosen for this tier of
     leadership?
     Current leaders who were not selected for or declined positions in the new
     company will still be responsible for running the business and working
     through the transition. Some may also be considered for the next round of
     appointments. Of course, appointments in the new company are contingent on
     the successful close of the merger.

8.   Will the new  leaders  remain in their  current  jobs  until the  merger is
     completed?  If not,  what  will  they be doing?
     Although the new leaders announced today will become involved in the
     transition and selection processes,

                                       7



     they will remain in their current assignments. Only when the merger is
     completed will they assume their new responsibilities. Chevron and Texaco
     remain separate, competing companies until the merger is completed. That
     won't take place until the U. S. Federal Trade Commission and shareholders
     from both companies approve the merger.

9.   When will the proposed leaders begin putting their organizations together,
     including  people and locations? And when will that information be shared
     with employees?
     We will use a cascading process. Now that we have announced the executive
     positions, the next level of management selections will be next, followed
     by all other positions in the new company. The timing of additional
     selections will be driven by the merger completion date. This means that
     most job decisions won't take place for some time. Our intent is for all
     employees to know their status as soon as possible after completion of the
     merger.

10.  Will there be a posting process for the next tier of leadership?
     There are no plans to post job opportunities for the next tier of
     leadership positions.

11.  At what point will posting be part of the selection process?
     Selection guidelines and criteria will be communicated to employees within
     the next several days and will be used company wide once the merger is
     closed. Given the timing and objective of having employees know their
     status as soon as possible following completion of the merger, posting of
     open jobs will be used rarely.

12.  Chevron  currently  operates within The Chevron Way. Texaco has Visions and
     Values,  and so does Caltex. Is there a process underway to combine each of
     these?
     Yes. In fact, The Chevron Way and Caltex and Texaco's Visions and Values
     will become The ChevronTexaco Way once the new company is operational. The
     People Integration Team has begun work on The ChevronTexaco Way, and it
     will be discussed during an upcoming meeting of the newly announced
     ChevronTexaco leadership. Further information will be communicated after
     the merger closes.

13.  In those areas where there is clearly  overlap in operations and personnel,
     how and when will the  selection  process  begin and  proceed?
     In areas of overlapping activity and geography, jobs will generally be open
     for selection. Decisions about what jobs will be open will be made by local
     management consistent with selection guidelines that have been developed.
     We will rely on diverse teams -- established by local management -- to make
     selections. Human Resources representatives will be involved throughout the
     process. The selection guidelines will be the same throughout the new
     company and will consider job experience, employee data and performance
     information. To fill open positions as quickly as possible, the selection
     process will be cascaded through the organization. In this process,
     executive positions are filled first, followed by selection of management
     personnel. The executives chosen first will participate in the management
     selections. Once those selections are made, that management will
     participate in the next level of selections until all positions are filled
     in the new organization.

     Another round of appointments will take place as soon as possible, and will
     include the next level of management positions in the new company. Staffing
     beyond this point will likely not begin until after FTC approval.

     It's important to point out that we will not be opening all jobs. Where
     there is little or no functional or geographic overlap between the
     pre-merger companies, those current organizations -- and the people who
     hold the jobs in those organizations -- may change very little.

14.  Will employees who are not selected have an opportunity to use redeployment
     and outplacement services?
     Employees whose jobs are eliminated as a result of the merger will be
     eligible for certain benefits and services, the details of which will be
     provided as soon as possible.



                                       8