LEHMAN BROTHERS


     We hereby consent to the use of our opinion letter dated October 15, 2000
to the Board of Directors of Chevron Corporation (the "Company") attached as
Annex D to the Company's Joint Proxy Statement/Prospectus on Form S-4 (the
"Prospectus") and to the references to our firm in the Prospectus under the
headings "Summary", "The Merger - Background of the Merger", "The Merger -
Recommendation of, and Factors Considered by, the Chevron Board" and "Opinions
of Financial Advisors." In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder and we do not thereby admit that
we are experts with respect to any part of the Registration Statement under the
meaning of the term "expert" as used in the Securities Act.

                                     LEHMAN BROTHERS INC.


                                        /s/ Lehman Brothers Inc.
                                    ------------------------------------


New York, New York
January 23, 2001