INSTRUMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE
This INSTRUMENT OF
RESIGNATION, APPOINTMENT, AND ACCEPTANCE dated as of
October 2, 2008 (this “Instrument”) among
CHEVRON CANADA FUNDING COMPANY, an unlimited liability company
organized under the laws of Nova Scotia, Canada
(“CCFC”), CHEVRON CORPORATION, a Delaware corporation
(the “Guarantor”), THE BANK OF NEW YORK MELLON, a New
York banking corporation (the “Retiring Trustee”) and
WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Successor
Trustee”).
WHEREAS, CCFC
(formerly ChevronTexaco Capital Company), Chevron Corporation, as
guarantor, and the Retiring Trustee (as successor to JPMorgan Chase
Bank) are parties to that certain Indenture dated as of
July 15, 2002 (the “Original Indenture”), that
certain First Supplemental Indenture dated as of September 10,
2002 and that certain Second Supplemental Indenture dated as of
February 12, 2003 (collectively, the
“Indenture”);
WHEREAS, the
Retiring Trustee has by letter dated the date hereof, pursuant to
and in accordance with Section 7.10 of the Original Indenture,
notified CCFC and the Guarantor that it has resigned as Trustee
under the Indenture, effective as of the close of business on the
date hereof;
WHEREAS, CCFC,
pursuant to Section 7.10 of the Original Indenture, has
appointed the Successor Trustee to succeed the Retiring Trustee as
Trustee under the Indenture; and
WHEREAS, the
Successor Trustee desires to accept, pursuant to Section 7.11
of the Original Indenture, appointment as Trustee under the
Indenture,
NOW, THEREFORE, in
consideration of the premises, the parties hereto agree as
follows:
Section 1 . CCFC and the Guarantor hereby accept the
resignation of the Retiring Trustee and appoint the Successor
Trustee as Trustee under the Indenture, subject to all the trusts,
conditions and provisions of the Indenture, to fill the vacancy
created by the resignation of the Retiring Trustee, such
resignation and appointment to be effective as of the close of
business on
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