ROYAL DUTCH SHELL CONFERENCE CALL
                   26 MARCH 2002 AT 2.30 P.M. (LONDON TIME)

IMPORTANT NOTICE:

This document has been approved solely for the purposes of section 21
Financial Services and Markets Act 2000 by Salomon Brothers International
Limited, trading as Schroder Salomon Smith Barney of Citigroup Centre, 33
Canada Square, Canary Wharf, London E14 5LB. Schroder Salomon Smith Barney is
acting for Shell Oil Company and no one else in connection with the
transaction and will not be responsible to any other person for providing the
protections afforded to clients of Schroder Salomon Smith Barney or for
providing advice in relation to the transaction.

For this purpose, "presentation" includes the presenter's speech and any
written materials distributed at, or in connection with it.

The distribution of this presentation in, into or from any jurisdiction other
than the United Kingdom may be affected by the laws of the relevant
jurisdiction. Interested persons should inform themselves about and observe
all applicable requirements.

Investors and security holders are urged to read the proxy statement regarding
the proposed transaction when it becomes available because it will contain
important information. The proxy statement will be filed with the U.S.
Securities and Exchange Commission by the Pennzoil-Quaker State Company and
security holders may obtain a free copy of the proxy statement when it becomes
available, and other documents filed with the SEC by the Pennzoil-Quaker State
Company at the SEC's web site at www.sec.gov. The proxy statement, and other
documents filed with the SEC by Pennzoil-Quaker State Company , may also be
obtained for free by directing a request to Pennzoil-Quaker State Company at
700 Milam, Houston, Texas, 77002. Investors may obtain a detailed list of
names, affiliations and interests of participants in the solicitation of
proxies of Pennzoil-Quaker State Company 's stockholders to approve the
transaction at the following address: 700 Milam, Houston, Texas, 77002.

This presentation contains certain "forward-looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein. The forward-looking
statements contained herein include statements about the proposed transaction,
future financial and operating results and benefits of the pending merger. The
following factors, among others, could cause actual results to differ
materially from those described herein: failure to obtain certain regulatory
approvals; actions of the U.S., foreign and local governments; failure of the
requisite number of the Pennzoil-Quaker State Company stockholders to approve
the proposed transaction; the inability to successfully integrate the
businesses of Shell Oil Company and Pennzoil-Quaker State Company ; the costs
related to the merger; the inability to achieve cost-cutting synergies
resulting from the merger; changing consumer or marketplace trends; the
general economic environment; potential or actual litigation challenging the
proposed transaction; and other economic, business, competitive and/or
regulatory factors affecting businesses generally. More detailed information
about certain risk factors is set forth in the Form 20-F filed by the Royal
Dutch/Shell Group of Companies and the Form 10-K filed by Pennzoil-Quaker
State Company , and other documents filed with or furnished to the SEC by the
Royal Dutch/Shell Group of Companies and Pennzoil-Quaker State Company . None
of Shell Oil Company, Royal Dutch/Shell Group of Companies and Pennzoil-Quaker
State Company is under any obligation to (and each expressly disclaims any
such obligation to) update or alter its forward-looking statements whether as
a result of new information, future events or otherwise.

The directors of Shell Oil Company (the "Company") accept responsibility for
the information contained in this presentation, save that the only
responsibility accepted by them in respect of information relating to
Pennzoil-Quaker State Company (and its subsidiaries, subsidiary undertakings
and controlled companies) which has been compiled from public sources is to
ensure that such information has been correctly and fairly reproduced and
presented. Subject as aforesaid, to the best of the knowledge and





belief of the directors of the Company (who have taken all reasonable care to
ensure that such is the case), the information contained in this presentation
is in accordance with the facts and does not omit anything likely to affect
the import of such information.


                                 INTRODUCTION


     Good afternoon to our European callers and good morning to our US
listeners. I am Simon Henry, Head of Investor Relations for the Royal Dutch
Shell Group of Companies, and I would like to introduce the speakers on the
call today. With me here in London is Paul Skinner, a Managing Director of the
Group and Chief Executive Officer of the Group's Oil Products business, and in
Houston we are joined by Rob Routs, Chief Executive of our Oil Products
business in the US, and Ron Blakely, Chief Financial Officer of that business.

     Paul will chair a question and answer session after the presentation in
the normal manner. Although this teleconference is not being broadcast live on
the web, the slides and the related press and stock exchange releases were
posted on our website earlier today. Paul will talk to the slides and we hope
you will be able to follow the speech. Following approval by Schroder Salomon
Smith Barney the full audio recording of the telecon will be placed on the
website later today at www.shell.com.

     If any listeners are interested in additional one-on-one follow up
discussions or meetings, please contact any of the numbers given at the end of
either the stock exchange or press release.

     Before progressing further, I would like to draw your attention to the
three Disclaimer charts which you will find at the beginning of the
presentation pack - the disclaimer is significantly longer than previously,
which given the nature of the transaction reflects both the normal US and the
new UK FSMA rules.

     Please bear with us and understand that although we may be restricted in
what we can say, we will try to be as helpful and open as possible. I would
now like to hand over to Paul to lead today's presentation.


                                      2





             ACQUISITION OF PENNZOIL-QUAKER STATE COMPANY BY SHELL

                                 PAUL SKINNER

     Good morning and good afternoon, Ladies and Gentlemen, (Good morning to
our listeners in the USA), and welcome to this telecon on behalf of the Royal
Dutch/Shell Group of Companies.

     Our purpose this afternoon is to brief you on the proposed acquisition by
Shell of The Pennzoil-Quaker State Company (and I am talking to the first view
graph, which shows various logos and images of the companies). The structure
of the telecon is that we will commence with a presentation of some 30 minutes
shared by Rob Routs and myself and we will then open the discussion to respond
to your questions.

     With regard to the structure of the presentation I will provide you with
an overview of the deal and explain the strategic rationale behind it in the
context of our global Oil Products business. Rob will then take you through
the basis on which the future lubricants activities of Shell in the USA will
be structured, the financial benefits of the deal and the implementation
timetable.

OVERVIEW OF THE DEAL

     First let me provide you with an overview of the transaction, which
represents the third major portfolio deal in Oil Products within the last 12
months.

     It follows the agreement of a joint venture with DEA in Germany, Europe's
largest market, and the acquisition, together with Saudi Refining Inc, of
Texaco's interests in Equilon and Motiva. The deal we are announcing today
represents a step-change in a key segment of the Oil Products market -
lubricants. It is a high value-added business, with a low on-going asset
intensity.

     Pennzoil-Quaker State Company is the world's largest independent marketer
of lubricants, based on a well-established and attractive portfolio of brands,
notably in North America. Shell has entered into an agreement to acquire the
Pennzoil-Quaker State Company at a price of $22.00 per share and that is
something that the board of the company will be recommending to their
shareholders. Closing of the acquisition will be subject to approval by
Pennzoil-Quaker


                                      3






State shareholders and necessary regulatory approvals in the USA and other
countries. Our current assessment is that these processes can reach conclusion
by the second half of the year.

     I regard this transaction as a further major step forward for Oil
Products and one, which will prove positive for customers, distributors and
staff.

STRATEGIC BENEFITS

     Our acquisition is based on a number of key strategic benefits from the
combination of Pennzoil-Quaker State's business with our own improved
resilience in our competitive position in the USA following the acquisition of
Texaco's interests in Equilon and in particular the need to replace Havoline
brand passenger car motor oils, a stronger portfolio of lubricant brands both
in the USA and internationally.

     Pennzoil and Quaker State are the number one and number two passenger car
motor oil brands in the US. These will be combined with Shell's strength in
diesel engine oils complementing Pennzoil-Quaker State's strength in passenger
car motor oils, the opportunity to optimise the supply and logistics chain
across a significantly larger sales volume and similarly to significantly
reduce cost structures. Not least, it gives us the opportunity to strengthen
the base of professionalism in brand management and positioning, and category
and channel management.

     In bringing these businesses together we foresee the delivery of benefits
totalling at least $140 million per annum in 2004. These will be in addition
to the already announced $400 million in benefits to result from the recent
acquisition of Texaco's interests in Equilon and Motiva. This will leave us
better positioned to serve our customers in the US and internationally.

ESTABLISHING GLOBAL DOWNSTREAM LEADERSHIP

     In the December strategy presentation, we outlined for you our aim to
translate the downstream leadership we have sustained outside the USA into a
global leadership position. On a global basis in 2001, our unit earnings in
Oil Products were just behind those of ExxonMobil. The gap results from what
has historically been relative under-performance in the USA. The deal we are
announcing today will strengthen our market position in the world's No. 1
market, offer an enhanced portfolio of brands to support growth in other
markets, lower our cost structure and


                                      4




improve capital efficiency, thus further reinforcing our ability to close the
performance gap in the USA.

FINANCIAL SUMMARY

     The deal, which has been recommended by the Pennzoil-Quaker State Company
board to their shareholders, is $22.00/share. At the end of 2001 the net book
debt in Pennzoil-Quaker State was $1.1 billion, which we would assume. On
completion, the acquisition will be accretive to earnings and cash flow in the
first full year of ownership. The deal would result in an increase in OP
capital employed of approximately $3 billion. In isolation, this would lead to
a dilution of ROACE returns in the USA and globally in the early years, but
given the progress we now expect in other areas driving efficiency in cost
structures and capital, we are maintaining our ROACE targets as previously set
out. As a reminder, both at reference conditions set out in December, they
are:

     -    to achieve a 12% ROACE in the USA by 2004

     -    and 15% ROACE globally.

     Now let me hand over to Rob to take you through the implications of the
deal for lubricants both globally and in the USA.


                                      5





                 KEY GLOBAL DIMENSIONS OF LUBRICANTS BUSINESS

                                   ROB ROUTS

     Thank you, Paul. Good morning to all our listeners in the US; good
afternoon to folks in Europe. We turn to the chart that gives the key global
dimensions of the lubricants business.

     Shell's current global market share in the lubricants market is about 9%
by volume, and Pennzoil-Quaker State is around 3%. The combination of these
two will elevate Shell to a leading position in global lubricants marketing.

     Currently the Pennzoil-Quaker State lubricants business is primarily
focussed in the USA. With Shell's worldwide infrastructure of base oil and
blending plants, this would enable us to develop and expand Pennzoil-Quaker
State's passenger car motor oil brands internationally, optimising the
positioning of the three brands in individual markets.

     In relation to supply chain, in total the combination of Shell and
Pennzoil-Quaker State has good cover in terms of the ratio of base oil
production capacity to total sales volume. There is an opportunity though,
particularly in the Lube Oil Blending Plants, to rationalise to an optimum
network, which can provide competitive supply costs across the full brand
portfolio.

THE US LUBRICANTS MARKET

     The US is the most important market for Pennzoil-Quaker State, where they
have the leading position in the passenger car motor oil sector. Pennzoil and
Quaker State are the number one and number two brands in this sector, measured
by volume, and as you can see currently Shell has a very small branded
position. This strength in passenger car motor oils complements Shell's
leading position in diesel engine oils where we have a prime product by the
name of Rotella. The combination of Shell and Pennzoil-Quaker State provides
an excellent portfolio of well-regarded brands for the customer. This will sit
alongside the leading retail position held by Shell, which has the largest
branded network of gasoline stations in the US offering an additional sales
channel for Pennzoil-Quaker State's engine oils.

PENNZOIL-QUAKER STATE OPERATING SEGMENTS

     Pennzoil-Quaker State's portfolio embraces five business segments. The
lubricants sales activity in the US includes a number of key channels (e.g.
distributors, merchandisers, Jiffy Lube network and direct commercial sales)
and is the major business platform. As referenced earlier


                                      6





Shell's network offers a significantly expanded retail channel while
conversely Pennzoil-Quaker State's current sales channels represent an
opportunity for growth of key brands within the Shell portfolio.

     Let me briefly run through the four other areas of activities and our
current plans for taking them forward.

CONSUMER PRODUCTS

     The business embraces well-known consumer brands with market leaders such
as Slick 50, RainX and Blue Coral. The business is predominantly based in the
USA and Canada. Pennzoil-Quaker State leverages these products off their
strong branded motor oil sales, and this is a business area in which Shell is
currently not represented.

JIFFY LUBE NETWORK

     The Jiffy Lube network embraces approximately 2,160 sites in the USA.
This network is the leader; measured by number of sites, in freestanding fast
lube changes and associated services. By the way, this is a business that has
grown fast in the US as a result of the fact that people have their oil
changes done more often than when they do it themselves. The business offers
the prospect of growth in revenues through an enhanced service offering (e.g.
computer diagnostic, engine oil analysis and automotive history reporting),
but also represents an important outlet for lubricants.

EXCEL PARALUBES

     Access to high quality, cost-competitive base oils is beneficial to a
successful lubricants business. The Excel Paralubes base oil plant at Lake
Charles, Louisiana is a world-class facility producing high quality base oils.
Pennzoil-Quaker State's 50% share of Excel Paralubes capacity represents
approximately half of Pennzoil-Quaker State's base oil requirements in the US.
Together with Shell's current base oil production capacity at Port Arthur,
Martinez and Deer Park, this will provide a competitive supply base for the
USA and enhance Shell's global availability of base oils.

SUPPLY/LOGISTICS IN US MARKET

     Overall the total base oil production capacity available to Shell and
Pennzoil-Quaker State in the USA will be approximately 36,000 barrels per day,
with availability on both the West and


                                      7






Gulf coasts, and there will be the opportunity to reduce the number of Lube
Oil Blending Plants. Where the map indicates close overlap in a number of
locations, we would thus envisage that the combined total of 18 plants in the
USA can be reduced considerably, with consequent benefit to supply costs and
capital efficiency. Overall, we believe this represents a solid and
competitive supply infrastructure for meeting customer requirements.

INTERNATIONAL

     In total Pennzoil-Quaker State's brands are represented in some 90
markets around the world, with particular strength in market positions in
Canada and Mexico, but also in the developing markets such as Thailand, India
and Indonesia.

     We see three important aspects here. Given Shell's global supply and
logistics infrastructure, there is the opportunity to deliver lower supply
costs on existing volumes. Pennzoil-Quaker State is a leader in passenger car
motor oil in Mexico - a key growth market for Shell. Further, Pennzoil-Quaker
State brands enhance the overall portfolio of brands managed by Shell and with
appropriate brand positioning in individual countries plus on-the-ground
support, overall sales growth can be achieved.

BENEFITS FROM THE ACQUISITION

     As Paul mentioned earlier we are targeting to achieve at least $140
million in benefits in 2004. Around 70% of the benefits will be generated in
the USA, principally through lower supply costs, a reduction in operating and
overhead costs and Blending Plant rationalisation. Some 30% will be generated
outside the USA, through similar savings.

     Current total work-force numbers in the USA within the two lubricant
organisations are some 8,200. We would envisage a work-force reduction as a
result of the integration of approximately 15%, principally in overhead and
back-office support areas.

     As with our other recent transactions there will be clear accountability
structures for delivery of these synergies and we will be reporting back to
you on progress on a regular basis. We also estimate that there will be
transaction and implementation costs of some $100 million before tax - but
these will be taken up in accordance with purchase accounting rules.

IMPACT ON USA EARNINGS PROFILE


                                      8





     Let me turn to the impact of the transaction on the future profile of
Shell Oil Product's earnings in the USA. The left-hand side of the chart
should be familiar to you from our presentation on the acquisition of Texaco's
interests in Equilon and Motiva. Starting from a base which we believe is
representative of adjusted earnings potential of Shell's OP business
structures pre-acquisition, there is an increment related to the increase in
our equity share to 100% in Equilon and 50% in Motiva, and a further increment
which represents the Shell share of the $400 million before tax benefits to be
delivered from the acquisition of Texaco's interests, together with Saudi
Refining Inc.

     The new step is the earnings potential from Pennzoil-Quaker State's
activities in the USA inclusive of the benefits to be generated by 2004.
Overall this provides an earnings potential in the USA in 2004 of around $1.3
billion. As Paul mentioned earlier, although this acquisition will be slightly
dilutive to our ROACE initially, we are maintaining our target of a 12% ROACE
return at reference conditions by 2004.

KEY IMPLEMENTATION STEPS

     There are a number of important steps with regard to closure of the
transaction and implementation. The first step would be for Pennzoil-Quaker
State to seek approval from Pennzoil-Quaker State's shareholders. We are
advised that this process takes approximately 3-4 months. Concurrent with the
shareholder approval process, we will seek the necessary US anti-trust and
other regulatory approvals. We are currently assuming the process would take
until the second half of this year. We will use that time productively in
order to pursue a detailed implementation process of integrating the
businesses. Thereafter, once these approvals are in hand, events will move
quickly, closing of the transaction, introduction of the new management
structure for lubricants and implementation of the detailed action plans in
key business activities and processes.

KEY TAKE-AWAYS

     Let me conclude with some key take-aways. I will try to summarise the key
elements of the deal that Paul and I have covered:

          -    for Shell a step-change in the key lubricants sector

          -    the combining of leading brands and market positions which
               complement each other


                                      9





          -    a more robust market platform for the OP business in the USA

          -    the prospect of incremental international growth

          -    accretive to earnings and cash flow from the first full year of
               operation and significant benefits to be generated by 2004

          -    and to be delivered without changing previously announced ROACE
               targets.

     I believe this is a great deal from a USA perspective and also
internationally. I will take pride in leading the combined businesses forward
in the USA and in the integration of Pennzoil-Quaker State's non-USA
activities within the global OP structures.

     We would like to stress to Pennzoil-Quaker State's customers that on
approval of this deal Shell will continue the excellent attention to the
Pennzoil-Quaker State brands.

     Thank you for your attention and I will now hand you back to Paul for the
question and answer session.


                                      10





                           QUESTION & ANSWER SESSION

     STEVE PFEIFFER (MERRILL LYNCH): As you mentioned, this would be a
negative impact to ROACE ex any other changes outside of this transaction, it
looks like you need to improve earnings outside of the transaction by about
$150 million after tax. Could you just comment on how much you do need to
increase earnings outside of this transaction in other parts of your business
to make that happen?

     Secondly, strategically when you look at this transaction by itself, it
looks like on consensus numbers, post your synergies, it is probably about an
8-10% ROACE. Admittedly you did lose the Havoline brand and needed to replace
that, but what were the options to try to grow internally the Shell brand? In
the past the group has mentioned the high quality image that Shell has around
the world. What were the options or potential costs of trying to grass roots
grow a brand name for Shell brand in the lubricants market? Thank you.

     PAUL SKINNER: Thank you for a series of questions there. I will deal with
one or two, but I will pass back the financial question on ROACE to Ron
Blakely.

     We knew, of course, as we came away from the Equilon Motiva transaction,
that the Havoline brand would revert to Texaco and we looked at a number of
options, including transferring some of our highly successful international
brands - particularly passenger car motor oil brands such as Helix - into the
United States, but we recognised we would be doing that from a standing start
and that it was going to take a very long time. We were drawn instinctively to
opportunities to fill that gap quickly with highly successful brands. There
were a limited number of options. We formed the view that Pennzoil-Quaker
State was an ideal company to merge with in this segment and so the
transaction has occurred. In fact we are doing rather more than simply
replacing Havoline. We are making a step change to a significantly higher
market share.

     I think that was the second question you asked on the strategic aspects
of it. We have a very strong lubricants business around the world and despite
the successful diesel engine oil business we have in the United States, we saw
this as a gap to be closed. We are very happy with the transaction we have
done. It will take a little time, of course, in integration and for us to work
the business towards the target rates of return to which we aspire, but as Rob
said, we think we have taken a pretty conservative view of the synergies that
we have presented in this discussion and I am confident that we will take this
business quickly into double digit returns.


                                      11





     With that, Ron, could I ask you to say something about the first of the
questions on ROACE impact?

     RON BLAKELY: Yes, I can Paul. Steve, you indicated your calculations
would have it between 8 and 10% and I would tell you that it is at that high
end. That is the part that is slightly dilutive about this deal, but we remain
very confident of being able to achieve the 12% targets in the US with this
transaction in it.

     NEIL PERRY (UBS WARBURG): I am just looking at the growth in this
business. You have said as part of the synergies that you have put in sales
growth as well. You have 36% market share in the US and outside the US you
have talked about the strength of Shell's own brands. Presumably you are not
going to try to grow the Pennzoil-Quaker State brands outside the US because
that would cannibalise your own brands in their markets, so where does this
business go from here? At 36% what sort of market share are you targeting in
the US if you are looking for sales growth to kick in and help you on the
synergy side?

     PAUL SKINNER: I am going to give Rob an opportunity to address the
question of what potential there remains in the US, but certainly we see a
significant growth feature of this merged business outside of the United
States. While Pennzoil-Quaker State is active in a total of I think 90
countries, there are only three or four where their market position is
significant. What I think we will get down to very quickly is assessing the
potential for introducing their very successful brands into other markets.

     Another aspect, which is very important to us, is that in the short time
we have been in discussion with Pennzoil-Quaker State, we formed a very
positive view of the skills that that team has in consumer goods marketing. I
think that those skills will be very valuable to us in markets outside the
United States and will help to contribute to growth there.

     Rob, how do you grow from 36%?

     ROB ROUTS: Let me just underline first the fact that in the contact I
have had with the company, I am impressed with the talent that they have. Let
us turn to growth for a minute. There are a number of areas where growth is
still possible. If you look at the revenues of the company, about 80% come
from the lubricants area and about 20% from the consumer products


                                      12





and goods I made reference to earlier in the presentation. That is a market
that is growing fast and we think that good revenue growth will be possible in
this area.

     The Jiffy Lube outlets are again in a market that is growing fast. In the
US people are switching away from do-it-yourself oil changes to do-it-for-me.
That does a couple of things. The do-it-for-me of course brings in higher lube
sales through our lube change retail outlets. These retail outlets also sell
consumer products and other car services. If you look at the average ticket
growth in Jiffy Lubes, that is growing at a very attractive rate.

     Thirdly, I mentioned earlier the 22,000 plus retail stations we have in
the US which actually sell very little of these brands. This is going to be a
tremendous outlet for us to increase our market share. Internationally I would
look at our neighbours - Mexico and Canada, in particular Mexico. The number
one market position in Mexico of these brands will give us as a company a
tremendous way in to the country. Those are the four factors I would like to
stress.


     JEREMY ELDEN (LEHMANS) I have three short questions. First, what will you
do with the Havoline brand in the meantime? I understand you have an 18 month
usage of the brand. Are you going to throw it away as soon as you get
Pennzoil, or might you get some money for it? Secondly, strategically Shell
has indicated a desire to increase the weight of the group's capital employed
in EP, gas and power. On my numbers you seem to be about 45% following this
deal in oil products and down to somewhere in the low 30s in E&P. The deals
are taking you away from that preferred portfolio. Is that any kind of a
strategic issue? Finally, the consumer products business seems very un-Shell
in its type of products. It does not seem to fit. When I first looked at it I
thought that maybe your E&P colleagues were hoping fix-a-flat was the cure for
their woes! Are you giving a commitment to that business - that it actually is
going to be core - or might you review it later?

     PAUL SKINNER: Jeremy you are on good form this afternoon. I will let Rob
come back to how we will manage the remaining period of our Havoline brand
access, but on your second and third points, certainly this transaction should
not be seen in any way as a turn around in our strategic direction. For the
avoidance of all doubt, it remains our firm intention to grow the relative
weight of E&P and our gas and power business within the overall portfolio. We
never said, however, that we would not grow in oil products and it remains an
objective for us to


                                      13





continue profitable growth there. Opportunities of course arise when they
arise. In this case, coming out of the Equilon Motiva transaction, we wanted
to fill an important gap in our oil products portfolio, so don't read anything
more into it than the timing of the opportunity.

     You mention the consumer products business and I will pass your
observation on to Walter. He will probably write to you about it. It is not a
business that we have been in before, but we certainly understand the
importance of a range of consumer products like this, alongside first quality
lubricant brands in the general retailing environment that is developing in
the United States, but also elsewhere. There is a very strong cross linkage in
sales activities between these products and passenger car motor oils moving
through the general retail sector. These are not just clip-ons; they are
important drivers of success in the lubricants business and supporting the
lubricants brands.

     Rob, a few words on Havoline if you would.

     ROB ROUTS: Telling you what we are going to do with Havoline would be
telling the competition, so I want to be a bit careful around that. Certainly
I can give you some historic perspective. On the non-passenger car motor oil
side, we have been able to retain quite a bit of the volume that was Texaco
branded. When I say quite a bit, I can say the majority of it, by replacing it
with the appropriate and comparable Shell branded product. This has to do with
anything that is industrial or commercial and heavy-duty engine oil. We are
quite proud about that.

     On the motor oil side, of course now because it is an 18-month
non-exclusive period, we are actually in competition with Chevron-Texaco
around that same brand. We will continue that for the time being and I do not
see any major change going forward until the 18-month period is finished. Our
view on that might change, depending how this deal goes.

     If I could just say a couple of words on the consumer products side, I
have to remind you that Shell is in the convenience store business. In our
retail network we have many convenience stores. We are deep into category
management in our own retail network and with the mass merchandisers. This
will just add to that portfolio in a big way.


                                      14





     FRED LEUFER (BEAR STEARNS): Good afternoon, I have a couple of questions.
First, just to clarify timing, you said the closure of this deal should occur
by the second half? Are you saying by July 1 or some time in the second half?

     PAUL SKINNER: Rob, do you want to take that?

     Rob Routs: It depends on the competition authorities. If there is going
to be a second request, we are obviously past 30 days and that puts us in the
four to six months period. Also I talked to the approval process by
shareholders, which would be three to four months. We are now in March; add
four to six months to it and you will find yourself in the July to September
period.

     FRED LEUFER: Secondly, are there any break-up fees around this deal?

     ROB ROUTS: Yes, there are.

     FRED LEUFER: What are they?

     RON BLAKELY: There is a break-up fee that would be fairly typical to the
deal and that will be shown in the proxy when it is finally published.

     FRED LEUFER: Can you give us what your share objectives for
Pennzoil-Quaker State are outside of the United States? You indicated in the
presentation that right now they only have a 3% of the international motor oil
markets. What are your objectives and can you put some time frame around that?

     PAUL SKINNER: Maybe I can just say a brief word on that. We believe that
we have here a number of very strong brands that have potential application
outside of the countries in North America, where they currently do very well.
The 3% is on the global total and, of course, just actually reflects that the
business is not particularly strong outside of the United States. We will now
get into a very intensive process of assessing our lubricants portfolio in
each of our major markets, to see where the introduction of different brand,
perhaps in different channels, could be a complementary addition to the
business. That will certainly be one of the areas of opportunity in which we
will work very hard over the course of this year.

     FRED LEUFER: It sounds as though you don't have any specific objectives
for share?


                                      15





     PAUL SKINNER: I would not want at this point to quantify any specific
share objectives in any particular countries. I am just instinctively of the
view that strong brands like this do travel. We will find markets where we can
do very good business in them where they are not really in evidence today.

     FRED LEUFER: Let me try one last one. I also came up based on consensus
numbers for Pennzoil, giving Shell the credit for the cost cutting, with about
a 9% return in capital employed. Can you give us some time frame for when the
return from this acquisition might get close to your overall downstream
objectives or should we just view this as a business that is going to have a
lower rate of return?

     PAUL SKINNER: I will leave that with Rob and Ron to respond to first.

     RON BLAKELY: Again I come back to the response to the earlier question
about the calculation. We would see this as closer to the 10% return and I
think as was indicated in the presentation, we would see the targets being
fully achieved in the 2004 time frame.

     PAUL SKINNER: Maybe I could just add to that. The lubricants business of
course sees some fluctuation in margins, like any of the oil products value
chains, but to give you a sense historically, our global lubricants business
has actually performed at levels of ROACE in excess of 20%. Our aim would be
to work all we can to bring the combined lubricants businesses in the United
States first of all solidly into double digits. My longer-term ambition would
be to drive it higher than that.

     ROB ROUTS: Can I add something to what you are saying? When you look at
the retail lubricants business over the past couple of years there has been
tremendous pressure on margins. Oil prices of course have been rising, which
increases feedstock to the lubricants funds. That has put pressure on the
retail margins to a point where we in Shell last year had to pass on five
price increases to the market. As you can understand, in a retail market that
has moved very little over the past eight to 10 years, that was quite an
achievement. However, we are at the level that we need to be and we believe
that the lubricants results of this year, 2002, they are going to be better
than those for 2001. The years 2000, and less so 2001, are not ones on which
we should base the value of this business on the margin side.


                                      16





     FADEL GHEIT (FAHNESTOCK): I have a few questions, the first one on the
integration of the different brands - Pennzoil, Quaker State, Shell, Texaco,
Havoline. How are you going to manage this in the near term and in the long
term? Is Jiffy Lube going to be competing with the service stations that offer
lube change? Is Pennzoil going to be marketed as the Shell station as well as
the Texaco station? Could you just go briefly over your strategy both in the
near term and the long term.

     PAUL SKINNER: Rob, can I ask you to respond to that?

     ROB ROUTS: Absolutely. We have a lot of respect for the Pennzoil and
Quaker State brands. They have been established for a long time in this
country and when I say that, I mean over 70 years. There is a great following
of those brands in the US and they are supported by some excellent advertising
and promotion. It is part of what we are buying and what we are paying for and
we will certainly continue to carry and promote those two strong brands in the
US.

     FADEL GHEIT: And then a question on your 12% ROACE target. What is the
basis for the calculation? What are your assumptions and why are you betting
on this number, knowing that it is a very volatile business?

     RON BLAKELY: First, I would take you back to the reference conditions
that were set out in December on the margins in the oil products business. As
we are talking here, I am just refreshing, that those were targeted 15%
globally and 12% for the US business. This particular addition to the
portfolio, while we mentioned earlier that it is slightly dilutive, is not a
large enough impact to take us off those reference condition targets that
remain in place.

     ROB ROUTS: Let me also add that you mentioned this is a volatile
business. Actually the lubricants business is more robust than the marketing
and refining business in general.

     FADEL GHEIT: I am talking about the R&M business - the core business
itself. It is a very difficult business to be in to start with and I am just
wondering if it is wise for the company to make a promise to deliver certain
returns and then, when you fall short of that, it becomes a very difficult
time for shareholders and for the staff.


                                      17





     PAUL SKINNER: Maybe I could come in on this one. I think it take us back
to the acquisition of the Texaco interests in Equilon and Motiva. Historically
our US downstream business in its then configuration had been running at an
annual earnings level of about $450 million under normalized conditions. We
saw in December - or actually when we presented that transaction - an
opportunity to grow it to an earnings level at reference conditions of around
$1 billion a year by 2004, which was then on a capital employed of about $8
billion (talking in slightly round numbers), giving you the 12% target for
2004.

     I believe it is very important to have a stake in the ground, which
represents realistic, deliverable stretch. If you want a good example of how
that works in practice, you have only to look at the transformation of our
European business in the past five years. Five years ago it was a low,
single-digit return business. It is now a high performance trans-national
country across the geography of Europe, earning in excess of 15%. Rob's task,
together with his colleagues, is to drive his business forward to similar
levels. We think 12% at reference conditions - we must say that - is
achievable by 2004.

     What we are talking about today I do not think is dilutive to that
ambition at all. We are confident that we can deliver it. We are not in any
sense dreaming here. It is rooted in reality and effective management and we
have done it before in similarly challenging circumstances.

     FADEL GHEIT: I wish you the best of luck, but I have a final question on
the current management of Pennzoil. Are they staying because of their specific
expertise in the consumer product area or is that not part of the deal?

     ROB ROUTS: Pennzoil-Quaker State has attracted some very good talent at
the top level of the company. It is a mix of people that are very conversant
in the lubricants business and the consumer products business. Of course we
will have discussions with them, but as to the fact of whether they are
staying with the business or going, my preference would be that we keep the
good talent in the company. There are a number of people who have a lot of
experience in the consumer products business and we would like to hang on to
them under the right conditions.

     FADEL GHEIT: Thank you very much and best of luck.

     PAUL SKINNER: Thanks for the questions and the good wishes too.


                                      18





     PAUL TING (SALOMON SMITH BARNEY): I have two questions. First, given the
fact that the Pennzoil-Quaker State is more focused on passenger car motor
oil, can you tell us whether this combination could also have a positive
effect on your motor gasoline sales or give us an indication of whether you
have done any studies along those lines?

     ROB ROUTS: I believe that the answer to that has to be yes, but I must
admit that we have not done many scientific studies around it. If you look at
the offering of both the motor oils and the consumer products in our stores,
that undoubtedly will drive traffic up through our retail sites and will have
an effect on gasoline sales.

     PAUL SKINNER: Just a few additional comments from me on that. Before
Pennzoil-Quaker State we were just embarking on a complete rejuvenation of the
Shell branded business in the United States. As we start a process of
conversion of our retail image and customer value proposition from an old
Shell to a new Shell and from Texaco to a new Shell coast to coast, the fact
that we are now in a position to offer the strongest lubricants brands in the
United States into that customer value proposition is immensely helpful to us.
I believe it will increase the impact of the brand conversion process that we
are just starting and which will be a very important feature of our way
forward in the next three years.

     PAUL TING: Can you quantify the possible impact on the gasoline or diesel
side of the volume as a synergistic effect?

     PAUL SKINNER: I don't think that we are ready to quantify that today. I
think it is an upside to this transaction, but, of course, as we gain
experience going forward with our brand conversion programme and the factoring
in of these lubricants brands, that is a subject we will be happy to talk
about some time in the not too distant future.

     PAUL TING: Thank you. My second question deals with the anti-trust
issues. In one of your slides you show that there is not too much overlap
between you and Pennzoil-Quaker State when you separate out the lube market
into passenger car motor oil and diesel engine oil. However, taken as a total,
you do have a step increase in the total lubricant market. Does that create
any kind of anti-trust concern? Have you done any pre-analysis to see whether
that might be an issue in the future?


                                      19





     PAUL SKINNER: I will leave that question to my colleagues based in the
United States.

     ROB ROUTS: We don't think so. The two arenas are very different
competitive arenas and that is the way we believe the regulators will look at
it.



     BERT VANHOVEN: I have two questions. First, you stressed the
opportunities in Mexico. Of course this is a mature business in the industrial
context. Can you give us growth targets as far as volume is concerned overall
for your Pennzoil acquired business?

         Secondly, how far does this acquisition influence your plan for share
buy-back this year?

     PAUL SKINNER: Thank you for your questions. I will take the one related
to buy-back. The answer to that is simply that this transaction has no
material impact on our buy-back plans. It will not result in any change there.
On growth expectations from Pennzoil-Quaker State, again, Rob please?

     ROB ROUTS: One has to understand that we are buying a public company and
that we have access to public data only. We know, of course, what their market
share is. We have not many specifics as to how that is distributed through the
country of Mexico. It is our assumption that with the economic growth in
Mexico and the size of the population, there is a major opportunity there.

     BERT VANHOVEN: I am sorry. I may have created a misunderstanding. My
question was not exclusively related to growth in Mexico, but to overall
growth for the company, resultant of the various growth parameters in
different countries.

     ROB ROUTS: The answer does not, I think, change in that regard. We really
need to get into more detail as to what ...

     PAUL SKINNER: I think that's a good question. It is one that we would
certainly be ready to come back to, but the directional response is that
outside of the United States, Shell has extensive marketing networks and
supply change infrastructure in lubricants and that is capable of absorbing
and taking to market exciting new brands. Directionally that should amount to
growth.


                                      20





     PHILIP DODGE (RYAN BECK): My question is on income taxes. When you are
making our estimates of earnings contributions and return on capital effect,
are you assuming any income taxes on the Pennzoil-Quaker State earnings,
considering that they have significant tax loss carry forwards.

     PAUL SKINNER: Ron, I will leave that one with you.

     RON BLAKELY: As best we could ascertain from the documentation available
to us, we were able to put those tax loss carry forwards into our calculations
to arrive at the valuations we have, but, again, our insight there is no
better than yours in terms of being able to derive that through the public
documents. However, we were able to include it in our calculations.

     PHILIP DODGE: So you have assumed them. Thanks very much.



     BILL DEALLAUME (UBS ASSET MANAGEMENT): Jut picking up on Jeremy's earlier
question, is there anything in the Chevron Texaco agreement that would
preclude you from migrating Havoline buyers over to one of the new brands you
just acquired?

     PAUL SKINNER: Rob?

     ROB ROUTS: No, there's nothing there to prevent us from doing that.

     BILL DEALLAUME: Then my second question is are you considering developing
joint Jiffy Lube Shell outlets on the retail side?

     ROB ROUTS: We have, of course, Rapid Lubes on the Shell sites. The
difference between Jiffy Lubes and Shell is that Jiffy Lubes are mostly
stand-alone and the Rapid Lubes are tied into our own retail network. Again,
the target on those two offerings is different - different customer value
propositions - but it opens the door for us to look at this and see if we
cannot ascertain an optimum in this area through combinations of the powerful
brands.



     RICK WEBBER (DRESDNER KLEINWORT): It sounds like, as you begin to develop
your lube offerings in your service stations, you will become both a supplier
and a competitor in regard to a ... zone. Can you address that issue please?


                                      21





     ROB ROUTS: Yes, they are definitely two different channels with two
different offerings. As you know, a lot of the Pennzoil-Quaker State volume is
going through mass marketers. That will provide a platform for competition,
but it is no different from where we are today. If you look at Havoline and
Shell, Shell is a mass marketer and so we are in the same situation now and
the name of the game is to optimize the offerings to the customer.

     PAUL SKINNER: It is a good question again, but the lubricants business as
we know it around the world today has evolved from what was very much a
gasoline forecourt business to a multi-channel business where the ... are ...
one of the factors is ... so our experience in many companies is that while
these are prima facie competitive, they can be very complementary.

     ROB ROUTS: Let me add to that, that in the US there are two very distinct
channels - one that is called do-it-for-me and the other one is
do-it-yourself. The mass marketers are, of course, very much relying on the
do-it-yourself environment, although they have oil change facilities also
attached to some of the mass marketers. Those two approaches differ distinctly
between what we offer in our Jiffy Lube or retail stations and the mass
marketers.



     ROB MCLEAN (CSFB): Just two further basic questions. The first is on the
chart you have in there showing the USA earnings profile. We have had one or
two questions about this issue, but can you help me at least to work out where
that earnings number actually comes from? It looks like a $250-300 million
figure by 2004. We know about the benefits of $140 million which I presume are
in there; you've talked about tax loss carry forwards; can you help me to get
to that number? Is there a re-financing assumed in there? Is there any
interest expense?

     My second question has again partly been asked. Clearly the culture
within Pennzoil-Quaker State is very different from that in Royal Dutch Shell
and you have answered a couple of questions in this area. How important is it
to retain that culture, given this new management structure that you are
putting in place? Do you think that is the right way to maintain that?
Presumably you do, but maybe you could just talk through some of your concerns
about retaining the existing culture within the company as it currently
stands.


                                      22





     PAUL SKINNER: Let me say a bit on the first question, to which Ron may
wish to add something and we will leave the second with Rob. The chart you are
looking at points towards an income in the $200 million plus range - up to
$250 by 2004. That represents quite a lot of different factors relative to
Pennzoil's recent situation. Certainly it is a company that has been carrying
a large amount of debt. If you look at the difference between their recent
EBITDA and net income reported you see that effect. Obviously we would change
the financial structure of this business pretty quickly.

     It is also a company that has been through major restructuring and
reorganization, which to some extent has masked some of the real strengths of
the business. Add to that what we think we can do in terms of synergy - and
$140 million is a pre tax indication - we think that the suggested earnings
level of up towards $250 million is quite deliverable within a three-year
period. I like to think we may even have been a bit conservative about that.
It is a question of seeing the migration of a business that has come from
quite a challenging period to one where it would have the support and
integration with a large, strong business like our own.

     Ron would you like to add anything to that and then move on to the
culture difference?

     RON BLAKELY: I will just add two comments, Paul. It is pre-interest to
specifically answer that question as it does incorporate the synergies.

     ROB ROUTS: Let me try to answer the cultural question. First, senior
management in Pennzoil from what we heard was quite receptive and positive
about this next step that they could make with their business internationally
and in the US. What we are sensing from the general population in
Pennzoil-Quaker State is that the deal is quite positively received, mind you,
we are only 48 hours into it, so we shall see what the general reaction is
going to be.

     If we set the subject of culture apart, the culture on the one hand is
values and on the other hand is behaviour. On the values side, Shell values
are very strong and we feel from all the negotiations that we have gone
through with them that Pennzoil-Quaker State values are very strong too. The
behavior consist very much in being directed towards the customer and
providing the best customer value proposition. We are going to be the supplier
of choice in the car care industry and the lubes industry and we believe that
those two things - the strong values in the two companies and the customer
focus - will bring the businesses together in terms of culture.


                                      23





     ANDREW MCPHAIL (ING BARINGS): First, the market appears somewhat
skeptical about the price tag that you have placed on this assets. Could you
possibly tell us how you actually arrived at $22 per share without using ROACE
as a valuation metric? Secondly, I notice from Pennzoil's balance sheet they
have a substantial goodwill proportion. Could you tell us what level of
goodwill is attached to this acquisition?

     PAUL SKINNER: On the first one, we arrived at $22 of course by
negotiation, but that is an easy answer. Clearly we have carried out a very
full valuation of the business in discounted cash terms and we feel
comfortable that at $22 we are left with a significant value creation
opportunity going forward. I think that the deal compares reasonably
favourably with such transaction history as there is in this business. On a
trading EBITDA multiple basis it is very comparable to the BP Burmah Castrol
deal of a year or so back and I don't think it is at all out of line with the
sort of thing you would expect to see. The key point for us is that it meets
an important strategic need and leaves us with a significant value creation
opportunity, so we feel pretty good about it.

     On the goodwill, that is a little technical, so Ron would you take that?

     RON BLAKELY: I would be happy to, Paul. We will of course have to
distribute the price across the assets of the company that we are acquiring
and we have a period of time to do that. We know we have two brands here that
are very strong and we would expect to be able to attribute value to them, but
clearly we will have to take time to go through the assets to determine which
will be part of the portfolio going forward. Out of that there may or may not
be a goodwill component, but at this particular time it is very hard for us to
guess what that would be.

     PAUL SKINNER: Thank you, Ron. I think we probably have time for one more
question.



     COLIN SMITH (CREDIT SUISSE FIRST BOSTON): I wonder if you could say
something about your brand strategy, particularly internationally, since that
seems to be an element of the


                                      24






deal that you have highlighted. Are you saying that you propose to use
Pennzoil and Quaker State as stand alone brands, or would they be identified
as Shell outside of the US?

     PAUL SKINNER: I think that needs a bit more work, but my instinct would
be to see them as stand alone brands, capable of sitting alongside Shell
branded lubricant products in different segments, provided there is a distinct
differentiated and defensible customer value proposition that can be linked to
them.

     Ladies and gentlemen, if the feedback I am getting is correct, we have
pretty much exhausted the line of questions you have put to us. In closing I
would just like to take the opportunity to thank you all for your interest in
this transaction and for joining us on the call this afternoon. We think it is
an important step forward for Shell's Oil Products business and we are
determined to succeed with it. Of course, we look forward to discussing it
with you from time to time as we engage in this kind of communication. Thank
you all very much, both in the United States and in Europe.



                                      25