1. MOTIVA FOUNTAIN ASSURANCE IMPLEMENTATION Target Date: June 30, 2007

2. Overview WHAT?  Fountain Assurance is an Assurance Action Tracking module of the IMPACT Enterprise ® software developed & owned by Syntex.  A Web-based system that will facilitate effective monitoring and tracking of the assurance process across the business by providing one centralized system repository and standardization of practices.  In Scope: Reportable MFG Business Assurance Committee (MBAC) products WHEN?  Global MFG implemented in mid-2006  Motiva implemented in April 2, 2007 (Corporate); June 30, 2007 (MFG) WHO?  Action Parties, Line Mgrs/Authorizers, Bus Assur Mgr, KMS Coord, Audits PO, KMS Assistant HOW?  All open MBAC assurance actions will be migrated from KMS into Fountain.  KMS MBAC actions will be closed in July 2007  Future MBAC assurance actions will be entered directly into Fountain by Data Management Centre (DMC), after review & approval by RLT.

3. In-Scope Assurance Products (reportable to corporate Motiva and Global Mfg Business Assurance Committees) TypeAssurance Product Description Business Assurance Products Motiva Business Assurance Letter Qualifications Motiva Business Control Incidents Motiva PWC External Audit Exceptions and Mgmt Recommendations Actions from quarterly Status of Accounts & Due Diligence Review with Controller Actions resulting from SOX Control Failures Audits & Assessments (Tier 3 & Tier 4 only) Motiva or Shell Internal Audits Motiva or Shell Vendor Audits External Audits to meet Local Statutory Obligations (Iso14001, DEQ) ?? FAIR-MS Audits (PEI, IPF) Shipping and Marine Business Reviews by Shell Trading Value Assurance Reviews Security Reviews Marsh Insurance Survey MFG Excellence & Systems Compliance (I.e., MCSA audit) HSE Data Verification HSE MS Audits as defined in “Yellow Guide” (internal and external)

4. KMS vs. Fountain Audit TypeKMSFountain Tier 1 (Self-Assessments) within work group X Tier 2 (Intra-plant Internal Audits) within plant, another work group X Tier 3 (Independent Audits) outside plant, within Shell/Motiva XX (*) Tier 4 (External Audits) Outside of Shell/Motiva XX (*) * Fountain will have MBAC audits only. Both KMS and Fountain will hold Tier 3 & 4 audits initially. Additional items to be considered and migrated later in 2007. Users will work in 2 systems.

5. Key Roles & Responsibilities RolesDescriptionAccess in Fountain Auditee Site Manager of entity being auditedCan read for own audits only. Action Party Person responsible for completing assigned action. Can read and update for own actions only. Authorizer Serious/High findings: Site GM Medium findings: Audit Focal Person or Action Party’s Line Manager Can read and update for own actions only. Assurance Coordinatr Monitors integrity of data in system Coordinates input into Fountain Runs reports. (Bus Assr Mgr, Audits PO) “Power User”, can read, write, edit within area of business (site). Verifier Motiva Internal Audit (Serious/High Findings) To be created DMC Data Mgmt Centre (DMC) loads data into Fountain. Can read, write, & edit. Business Assurance Committee (BAC) Monitors execution of annual Assurance Plan and ensures mgmt actions are taken. Provides oversight of assurance tracking. Performed outside of the system.

6. How does Fountain Work?  It’s a simple Global web-based system which is primarily e-mail driven.  All existing upfront site audit protocols & site procedures remain in place.  Final assurance report (after RLT approval) is sent to the Data Mgmt Centre (DMC) for loading into Fountain.  Assur Coordinator reviews and releases data loaded by Fountain DMC.  Action Party receives email note (w/Fountain link and action required). Action Party accepts or rejects action item.  Badger mail: 14 days & 1 day prior to due date, 14 & 30 days past due  Action Party completes action, documents/adds attachments in Fountain.  Authorizer receives email note (w/Fountain link and action required). Authorizer reviews, then approves or rejects.  Assurance Coordinator receives email note (w/Fountain link & action required). Assur Coord validates, coordinates Motiva Internal concurrence (if applicable) and closes in the Fountain system.  Assurance Coordinator provides Mgmt reports and tracking.  Data accessibility: Motiva Corporate, Motiva/SOPUS Mfg Assurance Mgrs

7. How does this impact the Site?  2 systems to work in: KMS and Fountain Assurance  No user Ids required for Fountain Assurance, (web-based, email driven)  User will see their actions only and will be prompted by email.  Global system, individuals outside of Norco may be granted access to viewing/extracting data. Data must be kept current and accurate. 5. Data Reporting:  One common Assurance Reporting Monthly Package will be developed to consolidate reporting from KMS, Fountain, CROWS, and LFIs tracking systems.  Training & Communications:  RLT review/communications  Site-wide communications  Limited training will be required and focused on users with open actions. 30 minute sessions June 25 – July 6 th  One-on-one training as new users are added with open actions.

8. SAMPLE Email Note from Fountain Action Required Look for notes from “Fountain- PRD@ shell.com” Action Item Fountain Link

9. When assigned as Action Party, you must 1 st Accept or Reject the Action. If you are named as Action Party on an Action Item record, open and review the record via the link in the email which is located below the link you used to access this file. Then: 1.) Review the Action Item record, looking particularly at the Action Required and Target Date fields. The Finding note is also available for your review in the email notification. 2.) If you Accept the action, click the Accept button. (Then go to the instructions on the following page.) If you Reject the action, click the Journal tab, click on the “+” icon and record your reason for rejection. Save the record. Click the Reject button and then click Logout at the top right-hand of the screen. If you reject the action you should also contact the Assurance Coordinator listed in the Responsibilities tab. You may use the Send Email button located at the bottom of the screen to facilitate your communication.

10. After the Action Party Accepts an Action Item Once you complete the action specified in the record, log back into Fountain, look for the record on your Home Page, and click on the link to the record to re-open it. Do the following: 1.) Complete the Action Taken and Date Completed fields. Use the Attachments button at the bottom of the screen to attach any documentation that might help the Authoriser of this action approve your action. To attach emails, you must first save them as.txt files before attaching them. If you have a file larger than 1 M in size, add the link to the file rather than the file itself. 2.) Click the Action is Complete button. Should you have any questions or issues with completing the action, contact the Assurance Coordinator listed in the Responsibilities tab. You may use the Send Email button located at the bottom of the screen to facilitate your communication.