, ChevronTexaco
Corporation (NYSE: CVXUCL) announced today
that ChevronTexaco would acquire Unocal in a stock and cash transaction valued
at approximately $18 billion, including net debt.
-- Gulf of Mexico -- The acquisition will enhance ChevronTexaco's position
in the Gulf of Mexico, where it is already a leading participant on the
shelf and in deepwater opportunities such as Tahiti, Jack, Blind Faith
and Great White. There will also be opportunities to add value by adopting
Unocal's operating best practices in ChevronTexaco. Unocal
shareholders may elect to receive either 1. Over the past year, ChevronTexaco
repurchased $2. Inc.m. PDT.m.

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chevrontexaco. A Webcast of the meeting will be available in a listen-only
mode to individual investors, media and other interested parties on
ChevronTexaco's Web site at http://www. You may obtain documents filed
with the SEC by Unocal free of charge by contacting Unocal Stockholder
Services at 800-252-2233, 2141 Rosecrans Avenue, Suite 4000, El Segundo, CA
90245, e-mail: stockholder_services@unocal.
Thus, once the Kuryk port completed, oil from Kazakhstan's Kashagan field
would then flow from Aktau to Kuryk for shipment across the Caspian Sea to
Baku and the BTC. Kuryk is also to handle dry cargo
as well as oil.

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The acquisition, which is
subject to approvals by Unocal shareholders and certain regulatory agencies,
will significantly enhance ChevronTexaco's position as a leading global energy
provider . Unocal's
1. In the aggregate, ChevronTexaco will issue
approximately 210 million shares of ChevronTexaco stock and pay approximately
$4. Pillsbury Winthrop Shaw Pittman LLP is acting as legal advisor.

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8 billion of its common shares, as part of a $5 billion
repurchase program. "At the same time, we remain strongly
focused on enhancing our existing base business and increasing global
production through development of our strong queue of capital projects.

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"The
combination with ChevronTexaco will provide the financial and technical
resources to maximize the potential of these assets and prospects.6 billion .

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In Indonesia,
extensive oil and gas producing operations offshore in both the shelf
and deepwater areas will augment ChevronTexaco's significant oil
production, principally onshore. Further, it will be broadly neutral to earnings per share
after taking into account synergies and significant additional share
repurchases. and 8:00 a. These
forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially, including required approvals by
Unocal shareholders and regulatory agencies, the possibility that the
anticipated benefits from the acquisition cannot be fully realized, the
possibility that costs or difficulties related to the integration of Unocal
operations into ChevronTexaco 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 ChevronTexaco's and Unocal's reports filed with the
SEC.

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"Unocal is a unique independent with supermajor assets that are an
excellent fit with our existing portfolio and our long-term strategies -- to
grow profitably in core upstream areas, build new legacy positions and
commercialize our large undeveloped natural gas resource base," ChevronTexaco
Chairman and CEO Dave O'Reilly said. Williamson, Unocal Chairman and Chief Executive Officer. For
example, ChevronTexaco 's proven expertise in project execution, particularly
in the deep water, will help leverage the full value of Unocal's major
developments."
O'Reilly concluded by saying, "The immediate benefits of this combination
are tangible and the longer-term value is even more compelling.
Unocal has no refining or marketing operations.chevrontexaco. This total is
predicted to reach 38 million tonnes per year by 2016.

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ChevronTexaco would
become the top oil and gas producer in Thailand.
"ChevronTexaco and Unocal share common roots in the oil fields of
California and we believe we have highly compatible business cultures and
values.
Morgan Stanley + Co.com. According to
Uzakbai Karabalin, President of KazMunaiGas, the state-owned oil and gas
company, Kazakhstan intends to link -up to the Baku-Tbilisi-Ceyhan (BTC)
pipeline through this new port.

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Unocal also markets through the
Bontang LNG plant in Indonesia, complementing ChevronTexaco's current
LNG production in Australia, as well as ChevronTexaco's planned
development of natural gas fields in the greater Gorgon area of
Australia and the shipment of LNG to markets in Asia and North America .4 billion in cash. Wachtell Lipton Rosen and Katz is acting a legal advisor to
Unocal.

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The
resultant weighting of natural gas reserves would increase by about
5 percentage points to roughly one-third of the oil-equivalent total.

Strong Strategic Fit
ChevronTexaco indicated the Unocal assets would provide an enhanced
presence in several of the company's core areas of operations, including:

-- Asia Pacific -- The combination of the two companies will place
ChevronTexaco in the top tier of natural gas producers and marketers in
this expanding and strategically important region."

Lehman Brothers is acting as financial advisor to ChevronTexaco
Corporation . is acting as financial advisor to Unocal
Corporation.com under the "Investors"
heading and at 973-582-2734.

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"
"Over the past several years Unocal has been highly successful in building
a portfolio of major international and deepwater assets and prospects," said
Charles R. This, when combined with Unocal's position on the
shelf, its interests in Mad Dog, St.

A decision needs to be made to allow the
government to have a number of infrastructure facilities constructed in this
part of the shoreline within several years' time.

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Terms of the Acquisition
The acquisition consideration is structured as 75 percent stock and
25 percent cash, providing an overall value of approximately $62 per share
based on the closing price of ChevronTexaco stock on April 1.
Williamson said, "In our discussions with ChevronTexaco it is clear that
we share similar values and have comparable corporate cultures. More
information on ChevronTexaco is available at http://www.
Investors should read the Form S-4 and proxy statement carefully when they
become available before making any voting or investment decisions.

A New Seaport to Export Caspian Crude

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Annual savings from
operational synergies and reduced corporate expenses are estimated by
ChevronTexaco at more than $325 million before tax. ChevronTexaco will also assume estimated net debt of
$1.

Integration Timetable
Following regulatory approval, the full integration of the two companies
is expected to be completed in six months. ChevronTexaco is based in San Ramon, Calif. With more than 6,000 employees, the
company's principal oil and gas activities are in Asia and North America .sec.
ChevronTexaco, Unocal, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
Unocal's stockholders in connection with the merger.

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"We have very strong integration capabilities following the merger of
Chevron and Texaco and intend to combine operations and achieve synergies
quickly and efficiently," O'Reilly said.

About Unocal
Unocal is one of the world's leading independent natural gas and crude oil
exploration and production companies. Information about the directors and executive officers of
Unocal and their ownership of Unocal stock will be set forth in the proxy
statement for Unocal 's 2005 Annual Meeting of Stockholders. The extra costs
implied in transporting oil via rail or the construction of new pipelines
will be offset by this connection to the BTC.

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ChevronTexaco expects the transaction to be accretive to ChevronTexaco's
prospective production growth rate. The integration process will focus on combining the
strengths of the two companies into a unified, high-performing enterprise. We believe it
will significantly enhance our company's position as a leading competitor and
the partner-of-choice in the global energy industry.
With more than 47,000 employees, ChevronTexaco subsidiaries conduct business
in approximately 180 countries around the world, producing and transporting
crude oil and natural gas, and refining, marketing and distributing fuels and
other energy products .

Investors Note: A conference call to follow-up on the announcement of
this agreement will take place this morning, Monday, April 4, 2005, at
6:00 a.
This new port and the connection to the BTC solves one of Kazakhstan's
major problems in exporting its oil.

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"
ChevronTexaco expects oil-equivalent production from the combined
portfolios during 2006 to average about 3 million barrels per day.

Effects on Future Financial Results
ChevronTexaco estimates the acquisition would be accretive on a cash flow
per-share basis.

About ChevronTexaco
ChevronTexaco Corporation is one of the world's leading energy companies.

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This merger
will be a good fit. Kazakhstan Plans A New Port On The Caspian Sea As An Outlet For Oil
Production From The Kashagan Oilfield

ASTANA, Kazakhstan, According to the Prime
Minister of Kazakhstan, Mr.

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Media Note: A conference call for media with ChevronTexaco Chairman and
CEO along with Unocal Chairman and CEO , providing more details on the
acquisition will take place this morning, Monday, April 4, 2005 between
7:30 a. You should not place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Kuryk is presently a
small town with a population of 4 ,800.

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75 billion barrels of oil-equivalent proved reserves would increase
ChevronTexaco's reserve base as of the end of 2004 by about 15 percent. ChevronTexaco indicated plans for the repurchases, subject to
board approval and consistent with liquidity, legal requirements, and
maintaining the company 's AA credit rating.m. The call-in number is 973-582-2757. Unless legally
required, ChevronTexaco undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. In
addition, you may obtain documents filed with the SEC by ChevronTexaco free of
charge by contacting ChevronTexaco Comptroller's Department, 6001 Bollinger
Canyon Road -- A3201, San Ramon, CA 94583-2324."
In fact, beyond the development of the Aktau sea port, the Government has
approved a proposal presented by KazMunaiGas, the state -owned national oil
company, to construct a sea port at the town of Kuryk. Moreover, with the national rail company, Kazakhstan Temir
Zholy, and the country's Transport Ministry are planning to construct a
railway connecting Kuryk to the country's main rail infrastructure, including
the planned Trans -Asian which will run from China into Europe and offer an
alternative to the Trans-Siberian.

Movements for political separation from one sovereign country to form a new one or to transfer territory from one soverign state to another.

katanga secessionist

ADDITIONAL INFORMATION
ChevronTexaco will file a Form S-4, Unocal will file a proxy statement and
both companies will file other relevant documents concerning the proposed
merger transaction with the Securities and Exchange Commission (SEC). You will be able to obtain the documents
free of charge at the website maintained by the SEC at http://www.gov. The Caspian Sea, being an inland sea,
does not extricate Kazakhstan from its land-locked state.

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Malo, K2 and Puma in the deep
water, and its portfolio of exploration acreage, will further
strengthen ChevronTexaco's Gulf of Mexico profile.03 shares of ChevronTexaco stock or
$65 in cash for each share of Unocal stock; however, both of these elections
will be subject to proration .

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE
PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Except for the historical and factual information contained herein, the
matters set forth in this press release , including statements as to the
expected benefits of the acquisition 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 "estimates, "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.

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A very attractive element of this combination is the opportunity to
integrate two highly capable groups of employees to continue to drive
world-class performance," O'Reilly said. PDT. Information about the
directors and executive officers of ChevronTexaco and their ownership of
ChevronTexaco stock.
The Kuryk seaport is expected to be operational by the time the Kashagan
oilfield goes into production by 2007-2008.

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ChevronTexaco Announces Agreement to Acquire Unocal

-- Caspian Region -- The acquisition will give ChevronTexaco the
second-largest interest in the Azerbaijan International Operating
Company (AIOC) oil producing operations, broadening its status as a
leading oil company in the Caspian region.

Synergy Opportunities
O'Reilly said the company would target synergies in a number of operations
and corporate functions by rationalizing duplicate activities and highgrading
investment programs.
ChevronTexaco expects disposition of assets following the close of the
transaction to result in proceeds of more than $2 billion.
INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.com. Further
development of the CPC [Caspian Pipeline Consortium] is getting fraught with
certain complications; and therefore development of our maritime
infrastructure is to be intensified. The site, 76 kilometers south of the
country's main seaport of Aktau, is already a natural harbor.

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Investors may
obtain additional information regarding the interests of such participants by
reading the Form S-4 and proxy statement for the merger when they become
available.

More generally, movements that seek greater regional or local autonomy.

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- Stock and cash transaction valued at $18 billion

- Acquisition extends ChevronTexaco's strategic positions in core areas

- ChevronTexaco production and proved reserves expected to increase by
more than 15 percent

SAN RAMON, Calif. "It is an attractive transaction that
provides value in both the near- and long-term. With AIOC comes a share in
the Baku-Tbilsi-Ceyhan (BTC) export pipeline, further expanding
ChevronTexaco's position in Caspian oil export infrastructure. Danyal Akhmetov, speaking after a Government
session last week , the republic is to develop its port capacity on the
Caspian Sea to handle increased volumes of oil output: "The Government
embraces the idea of the development of the Aktau-based seaport.
At present, 8 million tonnes of Kazakh oil (total yearly production is in
the 40-45 million tonnes per year) transits via the Caspian.