WITNESSETH:

1.

Unless the context otherwise requires, terms used and not defined herein shall have the meanings set forth either in Schedule A to the Sale Agreement dated as of September 11, 2000 between Shell and RPPLC (as amended by a certain Amendment No. 1 to Sale Agreement, Human Resources Agreement and Seller Disclosure Letter between the Parties dated as of November 14, 2000) or in the Environmental Agreement, as the case may be.

2.

For and in consideration of the sum of Four Million Two Hundred Thirty Five Thousand Dollars ($4,235,000.00) to be paid by Shell, on or before November 27, 2002 in immediately available funds via wire transfer in accordance with the wiring instructions specified below, the receipt and sufficiency of which are hereby acknowledged by RPPLLC, RPPLLC for itself, its Affiliates, its parent and/or subsidiary companies, its representatives, including without limitation agents, employees, servants, directors, officers, attorneys, successors and assigns (hereinafter together with RPPLLC referred to collectively as “Releasors”), jointly and severally, shall fully, irrevocably and forever release and discharge Shell, its Affiliates, its parent and/or subsidiary companies, its representatives, including without limitation, agents, employees, servants, directors, officers, attorneys, successors and assigns (hereinafter referred to collectively as “Releasees”), and each of them, from and against any and all claims, demands, sums of money, actions, rights, causes of action, obligations and liabilities which any of the Releasors may have or assert to have pursuant to the Non-US Environmental Agreement, which arise out of or are directly connected with or related to:

A.

Listed Non-US Compliance Issues as set forth in Section 2.4 and Schedule 4 of the Non-US Environmental Agreement and in Attachment 1 hereto (the “Listed Non-US Compliance Issues”); and

B.

Indemnification obligations for all preexisting Non-Compliance Issues pursuant to Section 2.1(D) of the Non-US Environmental Agreement of all past or future claims that have been made or could be made, including but not limited to those projects listed on Attachment 2 hereto (the “Unlisted Non-US Non-Compliance Issues”).

    

The wiring instructions for Shell’s payment of the sum specified above are as follows:

3.

RPPLLC agrees that it shall be solely responsible and liable for the execution and completion of the projects as described in 2.A. and 2.B. above and in Attachments 1 and 2 hereto.

4.

Shell agrees that this Agreement is a final and complete settlement and hereby releases RPPLLC from any and all of RPPLLC’s obligations and responsibilities whatsoever to Shell associated or in connection with the projects as described in 2.A. and 2.B. above and in Attachments 1 and 2 hereto for those obligations and responsibilities set forth in Section 2 (Seller’s Indemnification Obligation, including any restrictions and limitations thereto), Section 4 (Indemnification Procedures and Calculation, with the exception of including any reduction for Tax Benefits received), Section 6 (Procedures for Remediation, including Shell’s audit rights and remedies), Section 7 (Standard of Remediation Activities) and Section 8 (Access to Records; Furnishing Information) of the Non-US Environmental Agreement.

5.

RPPLLC agrees that this Agreement is a final and complete settlement and hereby releases Shell from any and all of Shell’s obligations and responsibilities whatsoever to RPPLLC associated or in connection with projects as described in 2.A. and 2.B. above and in Attachments 1 and 2 hereto for those obligations and responsibilities set forth in Section 2 (Seller’s Indemnification Obligation, including any restrictions and limitations thereto), Section 4 (Indemnification Procedures and Calculation), Section 6 (Procedures for Remediation, including RPPLLC’s audit rights and remedies), Section 7 (Standard of Remediation Activities) and Section 8 (Access to Records; Furnishing Information) of the Non-US Environmental Agreement.

6.

RPPLLC shall provide to Shell an annual certification executed by the chief financial officer of RPPLLC certifying whether or not (and to what extent) RPPLLC received a Tax Benefit as a result of environmental expenditures for any item in connection with any of the projects as described in 2.A. and 2.B. above and in Attachments 1 and 2 hereto. Such certification shall be provided no later than fifteen (15) calendar days after the tax return was filed for that calendar year. If a Tax Benefit is actually received, Shell shall receive 85% of the amount of such Tax Benefit and RPPLLC shall receive 15% of the amount of such Tax Benefit. Such Tax Benefit, if received, will be applicable only for the first seven million dollars ($7,000,000) spent for the projects as described in 2.A. and 2.B. above and in Attachments 1 and 2 hereto.

7.

Except as specifically set forth in this Agreement, all other terms and provisions of the Non-US Environmental Agreement, and any other agreement between the Parties, shall remain unchanged and in full force and effect.

8.

No party to this Agreement may transfer or assign, directly or indirectly, by operation of law or otherwise, any of its rights or obligations under this Agreement without the prior written consent of the other Parties.

9.

This Agreement shall be governed by the laws of the Netherlands and the same law shall govern the determination of any dispute pursuant to the provisions of Article 10.

10.

Any dispute arising out of or in connection with the Agreement will be exclusively referred to, and finally settled by arbitration in The Hague, the Netherlands under the Rules for the Netherlands Arbitration Institute.