Assignment of Proceeding

Michael R. Peevey is the Assigned Commissioner and Karl J. Bemesderfer is the assigned ALJ in this proceeding.

Findings of Fact

1. Notice of this application appeared in the Commission's Daily Calendar of December 16, 2005.

2. Applicants seek approval pursuant to Pub. Util. Code § 854 of an internal reorganization that will result in a change of control of Shell Pipeline.

3. Shell Pipeline is a common carrier pipeline corporation subject to the jurisdiction of this Commission.

4. There will be no change in name, current services or rates provided by Shell Pipeline as a result of the change of control.

Conclusions of Law

1. The proposed change of control is not adverse to the public interest.

2. This proceeding is designated a ratesetting proceeding; no protests having been received, no hearing is necessary.

3. The application should be approved.

ORDER

IT IS ORDERED that:

1. Shell California Pipeline Company LLC (Shell Pipeline) and its direct and indirect parent corporations are authorized pursuant to § 854 of the Pub. Util. Code to enter into a reorganization, as more fully described in the application and its exhibits, that will result in a change of control of Shell Pipeline.

2. Applicants shall notify the Director of the Commission's Energy Division in writing of the transfer of control, as authorized herein, within 10 days of the date of consummation of such transfer. A true copy of the instruments of transfer shall be attached to the notification.

3. Shell Pipeline shall make all books and records available for review and inspection upon Commission staff request.

4. The authority granted herein shall expire if not exercised within one year of the date of this order.

5. Application 05-12-015 is closed.

This order is effective today.

Dated April 27, 2006, at San Francisco, California.

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