press release

Texaco Press Release - Texaco, Shell Announce Completion of Western U.S. Downstream Alliance

FOR IMMEDIATE RELEASE: FRIDAY, JANUARY 16, 1998

WHITE PLAINS, N.Y., Jan. 16, 1998 -- Texaco Inc. and Shell Oil Company today announced the formation and operational start up of their joint venture combining major elements of their western and midwestern U.S. refining and marketing businesses and their nationwide trading, transportation and lubricants businesses. Shell will have 56 percent ownership and Texaco will hold 44 percent of the company.

The new company will operate as Equilon Enterprises LLC. Equilon is not intended to be used as a product or brand name. The location of Equilon Enterprises' corporate center will be announced at a later date.

James M. Morgan, president and chief executive officer of Shell Oil Products Company, will be president and chief executive officer of Equilon Enterprises. "This combination of Texaco and Shell assets will allow us to accomplish a fundamental change in the way we operate our downstream businesses, improve performance and create an environment to grow the business," said Texaco Chairman and CEO Peter I. Bijur and Shell Oil Company President and CEO Philip J. Carroll. "Ultimately, this alliance will generate new opportunities for our customers, employees, vendors and the communities where we work and live."

"Equilon Enterprises will market gasoline and other products under both the Shell and Texaco brands, which are key recognizable strengths of the new company," said Morgan. "These quality brands and our highly talented, innovative people promise to be a winning combination in every respect."

Texaco, Shell and Saudi Refining, Inc. are finalizing agreements for a separate joint venture involving their eastern and Gulf Coast refining and marketing businesses. All three parties are optimistic that this second transaction will be concluded early in 1998. The eastern operations company will be owned 35 percent by Shell, 32.5 percent by Texaco and 32.5 percent by Saudi Refining, Inc.

The exploration, production and chemical businesses of these companies are not included in the alliance.

Texaco Inc. is based in White Plains, N.Y. Shell Oil Company is a Houston-based affiliate of the Royal Dutch/Shell Group of Companies. Saudi Aramco is the state-owned oil company of the kingdom of Saudi Arabia. The company's U.S. corporate affiliate Saudi Refining, Inc. is based in Houston.

SENIOR LEADERSHIP TEAM

The following individuals have been appointed to senior management positions in Equilon Enterprises.

David Crikelair, currently Vice President of Texaco Inc., has been appointed as Chief Financial Officer.

Dave Kinnan, currently Associate General Counsel of Shell Oil Company and General Counsel of Shell Oil Products Company, has been appointed as General Counsel.

John Boles, currently Chief Operating Officer of Star Enterprise, has been appointed as Vice President, Portfolio Planning and Development.

Otto Meyers, currently Patent Attorney of Shell Oil Company, has been appointed Senior Staff Associate to the Leadership Council.

John Darnley, currently Vice President, Sales & Marketing of Texaco Lubricants Company, has been appointed as Vice President, Sales.

Art Nicoletti, currently President of Texaco Trading & Transportation Inc., has been appointed as President, Supply/Trading.

Chuck Persyn, currently Vice President Supply/Trading of Shell Oil Products Company, has been appointed as Chief Operating Officer, Supply/Trading.

Cathy Lamboley, currently Vice President Commercial Products of Shell Oil Products Company, has been appointed as Vice President, Commercial Products.

Mark Williams, currently General Manager Portfolio Planning and Development of Shell Oil Products Company, has been appointed as Vice President, Transportation.

Louise Nemanich, currently Assistant to the President of Global Businesses of Texaco Inc., has been appointed as Vice President, Lubricants.

Paul Cuneo, currently Director Technology of Shell Oil Products Company, has been appointed as Vice President, Technology.

Lynn Elsenhans, currently President and CEO Shell Deer Park Refining Company, has been appointed as Vice President, Refining. The following people will report to Elsenhans.

(Current titles for refinery executives will remain in effect pending further review.)

Chuck Flagg, currently Plant Manager of Texaco's Puget Sound Refinery, has been appointed as head of the Puget Sound Refinery.

Ron Banducci, currently President and CEO of Shell Martinez Refining Company, has been appointed as head of the Martinez Refinery.

Don Hall, currently Plant Manager of Texaco's Los Angeles Refinery, has been appointed as head of the Los Angeles Refinery.

Armand Abay, currently Plant Manager of Texaco's Bakersfield Refinery, has been appointed as head of the Bakersfield Refinery.

Gwen Taylor, currently President and CEO of Shell Odessa Refining Company, has been appointed as head of the Odessa Refinery.

Frank Wheeler, currently Plant Manager of Texaco's El Dorado Refinery, has been appointed as head of the El Dorado Refinery.

Phil Schwin, currently President and CEO of Shell Wood River Refining Company, has been appointed head of the Wood River Refinery.

SERVICE FUNCTIONS

Service functions will be located in Equilon Enterprises on an interim basis and report to John Boles, who will head the service functions on an interim basis. The following will report to Boles:

Sam Morasca, currently Vice President Marketing of Shell Oil Products Company, has been appointed as Vice President, Marketing and Brands Management.

John Price, currently Vice President Marketing of Texaco Refining & Marketing Inc., has been appointed as Vice President, Retail Operations.

Joe Kotanchik, currently Chief Financial Officer of Shell Oil Products Company, has been appointed as Director, Financial Operations.

Mike Carlucci, currently Treasurer of Star Enterprise, has been appointed as Treasurer.

Pat Dreckman, currently General Tax Counsel of Shell Oil Products Company, has been appointed as Director, Tax.

Nela Brown, currently Manager State Government Relations of Shell Oil Company, has been appointed as Director, Government Affairs.

Pat Tomlinson, currently General Manager EH&S of Texaco Refining & Marketing Inc., has been appointed as Director, Safety, Health & Environment.

Frank Trogus, currently Manager Refinery Support of Shell Oil Products Company, has been appointed as Manager, Refining Support.

Marilyn Cernosek, currently Manager Portfolio Planning Research of Shell Oil Products Company, has been appointed as Manager, Business Research.

A Director of Auditing and a Director of Public Affairs will be named shortly.

The following positions will be filled as soon as possible. Along with reviewing internal candidates, we are actively recruiting outside the companies to fill these positions:

Vice President, Human Resources

Chief Information Officer

Chief Procurement Officer

Director, Diversity

Director, Learning

The formation of Equilon Enterprises' senior leadership team is another important milestone in the transition process. This leadership team will oversee the implementation of the business plan and help achieve the full potential envisioned for the new company.

Updated: January 1998