INSTRUMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE
This INSTRUMENT OF
RESIGNATION, APPOINTMENT, AND ACCEPTANCE dated as of
October 2, 2008 (this “Instrument”) among CHEVRON
CORPORATION, a Delaware corporation (“Chevron”), as
Issuer THE BANK OF NEW YORK MELLON, a New York banking corporation
(the “Retiring Trustee”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association with trust
powers duly organized and existing under the laws of the United
States (the “Successor Trustee”).
WHEREAS, Chevron
and the Retiring Trustee (as successor to JPMorgan Chase Bank, as
successor to The Chase Manhattan Bank, as successor to Chemical
Bank) are parties to that certain Indenture dated as of
June 15, 1995 (the “Original Indenture”) and that
certain First Supplemental Indenture dated as of October 13,
1999 (together with the Original Indenture, 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 Chevron that it has resigned as Trustee under the
Indenture, effective as of the close of business on the date
hereof;
WHEREAS, Chevron,
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 . Chevron hereby accepts the resignation of
the Retiring Trustee and appoints 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.
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