Cgevron Texaco Examination

Letter to Employees

TO ALL EMPLOYEES:

The ChevronTexaco Corporation combines companies with long and

proud histories and worldwide reputations for honesty and integrity - two key

values of The ChevronTexaco Way. These well-deserved reputations not only

underlie our past accomplishments but also will be critical to our future success.

The ChevronTexaco Manual of Compliance Procedures and Guidelines

(the Manual) describes our policies both on the way we conduct ourselves and

on the way we do business around the world. We ask each of you whose jobs

require more detailed guidance than is contained in the companion

ChevronTexaco Business Conduct and Ethics Code to read the Manual and

become familiar with how the various policies relate to your job.

In brief, ChevronTexaco's policy is always to comply fully with both the

spirit and the letter of the law. But beyond that, we should conduct our business

with the highest standards of honesty and integrity -- wherever we operate.

Wherever the law is unclear or seems conflicting or we are in one of those gray

areas, we should conduct our business in such a way that we would be proud to

have all the facts disclosed.

No matter what our jobs may be, each of us may face ethical questions --

in our dealings with supervisors, peers and subordinates; with customers and

suppliers; with unions and governments; and with the communities in which we

live and work. These situations continually test our judgment and integrity in

the face of changing cultural values and increasing competitive pressures.

Often the test is not just what is illegal, but what is proper. Shortcuts, halftruths,

compromises and the expedient never should be allowed to replace what

is ethical and legal. These convenient or perhaps seemingly harmless acts can

hurt our business and harm our reputation, which is one of the cornerstones of

our success. That is why ChevronTexaco will not tolerate any unethical

behavior by employees.

In the final analysis, ChevronTexaco's success will continue to depend on

its ethical business conduct. We count on each of you to continue to conduct

yourselves following the highest standards of The ChevronTexaco Way.

Dave O'Reilly

Chairman of the Board and Chief Executive Officer

Introduction

INTRODUCTION

October 2001

This manual brings together the procedures and guidelines concerning compliance with

particularly complex U.S. laws and regulations (federal, state and local) that call for special

attention. There are, of course, many others that have an impact on ChevronTexaco. For all

these laws, the long-standing policy of unequivocal compliance applies. The potentially

severe civil and criminal penalties resulting for both the employee and ChevronTexaco for

violating these laws underscore the importance of knowing and following the procedures and

guidelines in this manual.

The management of every Corporation department and operating company is responsible for

implementing and enforcing the applicable procedures and guidelines. It is vital that each

employee whose work is affected by these procedures and guidelines have access to the

relevant sections of this manual.

Employees should be aware that violation of the law and of the procedures and guidelines in

this manual may lead not only to legal penalties but also to disciplinary action by the

company, up to and including termination of employment. Each employee is responsible to

make sure that he or she acts in compliance with the letter and spirit of applicable laws, as

well as the procedures and guidelines in this manual. All ChevronTexaco managers and

supervisors have the additional responsibility of making sure that everyone who works for

them understands and fulfills all their compliance obligations.

The ChevronTexaco Corporation Law Department has responsibility for updating and

distributing this manual. Employees with questions or changes may call the Law Department

Compliance Manual Administrator at (925) or CTN 973-4582 or send an e-mail to

jegt@chevrontexaco.com.

NOTE:

THIS "INTRODUCTION" AND THE FOLLOWING "GENERAL INSTRUCTIONS"

FORM AN INTEGRAL PART OF EACH OF THE FOLLOWING SECTIONS. TO THE

EXTENT THAT SECTIONS ARE TO BE SEPARATELY DISTRIBUTED TO

EMPLOYEES, IT IS IMPORTANT THAT COPIES OF THIS "INTRODUCTION" AND

THE "GENERAL INSTRUCTIONS" BE ATTACHED TO EACH SEPARATE SECTION.

General Instructions

GENERAL INSTRUCTIONS*

Revised October 2001

I.