exv4w2







Exhibit 4.2




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”). 



W I T N E S S E T H :




     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 the Indenture, all the
rights, powers and trusts of the Retiring Trustee as Trustee under and pursuant to the Indenture,
with like effect as if the Successor Trustee was originally named as Trustee under the Indenture.



     Section 3. The Successor Trustee represents and warrants to the Retiring Trustee, the Issuer
and the Guarantor that it is eligible and has been duly authorized to serve as Trustee under the
Indenture.



     Section 4. The Successor Trustee hereby accepts appointment as Trustee under the Indenture,
subject to all the trusts, conditions and provisions of the Indenture, and accepts, upon the trusts
expressed in the Indenture, all the rights, powers and trusts of the Retiring Trustee as Trustee
under and pursuant to the Indenture, with like effect as if the Successor Trustee was originally
named as Trustee under the Indenture and agrees to be bound by all the terms of the Indenture, such
acceptance and agreement to be effective as of the close of business on the date hereof.



     Section 5. At the request of the Successor Trustee and CFC, the Retiring Trustee, for the
purpose of more fully and certainly vesting in and confirming to the Successor Trustee as Trustee
under the Indenture the rights and powers which the Retiring Trustee now holds under and by virtue
of the Indenture, hereby joins in the execution hereof and agrees, upon reasonable request of the
Successor Trustee, to execute, acknowledge and deliver such further instruments of conveyance and
further assurance and to do such other things as may reasonably be required for more fully and
certainly vesting in and confirming to the Successor Trustee such rights and powers.



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     Section 6. For the purposes of Section 14.02 of the Indenture, all communications intended for
the Trustee shall be sent to:


Wells Fargo Bank, National Association

707 Wilshire Blvd, 17th Floor

Los Angeles, CA 90017

Attention: Corporate Trust Department

Facsimile: (213) 614-3355




     Section 7. This Instrument shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with the laws of said State.



     Section 8. This Instrument may be executed in any number of counterparts, each of which shall
be an original; but such counterparts shall together constitute but one and the same instrument.



     Section 9. Capitalized terms not otherwise defined in this Instrument shall have the
respective meanings given them in the Indenture.



     IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 
	 	 	CHEVRON FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard E. Lee	 	 
	 

	 	Name:
	 	 

Richard E. Lee
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CHEVRON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jennifer J. Machado	 	 
	 

	 	Name:
	 	 

Jennifer J. Machado
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Geovanni Barris	 	 
	 

	 	Name:
	 	 

Geovanni Barris
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Maddy Hall	 	 
	 

	 	Name:
	 	 

Maddy Hall
	 	 
	 

	 	Title:
	 	Vice President	 	 






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