Shell to Sell Its Cushing/Ozark/Woodpat/Osage Pipeline System; Culminates a Year of Several Divestitures From Non-Strategic U.S.

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Dec. 22 2003

Shell Oil Products US and its subsidiary Shell Pipeline Company LP have signed a definitive agreement with Enbridge Energy Partners, L.P. and Enbridge (U.S.) Inc., for the sale of their Cushing/Ozark/Woodpat/Osage System, an integrated network of pipeline and terminal facilities. The transaction is expected to close in the first quarter of 2004, after completion of appropriate regulatory review.

Lynn Elsenhans, CEO Shell Oil Products US said, "This is the second time this week we have announced a sale of one of our U.S. onshore crude pipeline
systems and culminates a year in which we have signed definitive sales agreements for all of the crude pipeline assets we proposed for sale at the
beginning of 2003."

During 2003, definitive sales agreements were signed for the following assets:

Transactions have already closed for the Rocky Mountain and Michigan Gathering Systems.

"We have therefore made excellent progress this year in our ongoing program of divesting from non-strategic U.S. assets, in support of reaching
our external targets," added Elsenhans.

The Cushing/Ozark/Woodpat/Osage System forms an integrated network of approximately 700 miles of pipeline, connecting the industry's hub in Cushing,
OK. to Patoka, IL. and El Dorado, KS. The Cushing terminals consist of eighty-three crude oil tanks and are connected to 13 pipeline companies.
Woodpat is an undivided interest pipeline system of which Shell Pipeline owns 60 percent. Osage is a stock company in which Shell Pipeline has 58.8 percent ownership and is the operator.

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