INSTRUMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE
This INSTRUMENT OF
RESIGNATION, APPOINTMENT, AND ACCEPTANCE dated as of
October 2, 2008 (this “Instrument”) among CHEVRON
FUNDING CORPORATION, a Delaware corporation (“CFC”),
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, CFC
(formerly ChevronTexaco Funding Corporation), Chevron Corporation,
as guarantor, and the Retiring Trustee (as successor to JPMorgan
Chase Bank) are parties to that certain Indenture dated as of
August 15, 2003 (the “Indenture”);
WHEREAS, the
Retiring Trustee has by letter dated the date hereof, pursuant to
and in accordance with Section 7.10 of the Indenture, notified
CFC and the Guarantor that it has resigned as Trustee under the
Indenture, effective as of the close of business on the date
hereof;
WHEREAS, CFC,
pursuant to Section 7.10 of the 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 Indenture, appointment as Trustee under the
Indenture,
NOW, THEREFORE, in
consideration of the premises, the parties hereto agree as
follows:
Section 1 . CFC 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 the date hereof.
Section 2 . The Retiring Trustee hereby conveys,
assigns and transfers to the Successor Trustee, and to its
successors and assigns, upon the trusts expressed in
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