EMNJ31b

January 31, 2002 #3

We have been authorized to give the company a rolling 24-hour extension, which we have done. Report to work tomorrow as usual.

NOBP GENERAL MESSAGE #12

Greetings:
Please be advised that the following offer submitted to PACE Local 2-898 and PACE Local 4-750 by the Shell Alliance has been approved by the National Oil Bargaining Policy Committee as the minimum settlement on issues covered by the 2002 National Oil Bargaining Policy Program and in accordance with International Policy should be placed on all bargaining tables as the basis for settlement for National Policy Issues:

SETTLEMENT OFFER
The Company proposes that all issues raised by the 2002 National Oil Bargaining Policy Program be resolved as follows:

TERM OF AGREEMENT
February 1, 2002 through January 31, 2006. (Applicable to contracts currently expiring January 31, 2002).

WAGES
Effective February 1, 2002, all hourly wage rates will be increased 85 cents per hour.
Effective February 1, 2003, all hourly wage rates will be increased 3.5% rounded to the nearest cent.
Effective February 1, 2004, all hourly wage rates will be increased 3.7% rounded to the nearest cent.
Effective February 1, 2005, all hourly wage rates will be increased 4.0% rounded to the nearest cent.

MEDICAL PLAN CONTRIBUTIONS
The Company renews and extends its current commitments that the Company’s contributions toward premiums for the Alliance Medical Plan and approved alternate company sponsored medical plans for active employees will be based on an employer contribution rate of 80% of the premium and an employee contribution rate of 20% of the premium in accordance with all provisions of the Alliance Company/OCAWIU Master Agreement Benefits dated August 21, 1998.

SHIFT BONUS
Effective February 1, 2002, the shift bonus now specified in the current contract to be $0.50 per hour for hours worked between 3:00pm and 11:00pm, and $1.00 per hour for hours worked between 11:00pm and 7:00am will be increased to $0.75 per hour and $1.50 per hour, respectively. Other agreements between the parties, if any, that deal with the subject of shift bonus will be revised accordingly.

OCCUPATIONAL DEATH BENEFIT
Effective February 1, 2002 the existing occupational death benefit of $250,000 that is paid for work-related accidental death which occurs as a direct result of an accident while at work will be increased to $500,000.

SUCCESSOR LETTER OF UNDERSTANDING
The Successor Letter of Understanding at facilities where it is now applicable and as agreed to by the parties in October/November 1997 will continue in effect for the term of this contract effective February 1, 2002. This Successorship Letter of Understanding is clarified as follows:

This Successor Letter of Understanding would be applicable to the sale of a refinery where the seller retained (1) terminal operations such as tank farms or loading racks and wharf facilities, (2) lubricants base oil manufacturing or packaging and blending operations, (3) co-generation plants, (4) waste-water treatment facilities, (5) coke handling facilities, or other stand-alone assets of a similar nature and scope. However, this understanding does not create a separate successorship obligation with respect to facilities retained or sold separately to another entity, or the sale of such auxiliary facilities where there is no sale of a refinery.

JOB SECURITY
The parties agree to execute the attached Letter Agreement regarding Job Security. The attached Letter Agreement will apply only to PACE represented refineries in the Alliance Companies.

NO RETROGRESSION
The Company agrees to renew the letter agreement on layoff notice, plant closure, rate retention, national health insurance, and health and safety where such letter agreements exist.

                                                                LETTER AGREEMENT
                                                                     JOB SECURITY

The Company and Union agree for the duration of the Agreement with PACE, no employee represented by the Union will be subject to involuntary layoff, except for decreases in the level of operation caused by a sale of operating units, complete or partial plant closure, a merger or joint venture resulting in a change of managerial control, or an act of God.

Agreed to this _________ day of _______________, 2002.

Paper, Allied-Industrial, Chemical                                    Alliance Companies
And Energy Workers International                                    (Equilon Enterprises LLC and
Union                                                                          Motiva Enterprises LLC)
____________________________                                   _____________________________
James Pannell                                                                S.B. Culpepper
Administrative Vice-President                                           Vice President Human Resources

Please be advised that in accordance with General Message #11, all locations are instructed to extend the collective bargaining agreements on a rolling basis subject to a 24-hour notice of cancellation.

The International Office will close at 10:00 p.m. CST. Offers submitted after that time will be reviewed first thing Friday morning.

It is important to remember that all offers must be submitted to this office for approval. No representative or local union official is authorized to execute a tentative agreement unless such an agreement is specifically conditioned on International approval.