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Shell and Bechtel Agree to $1.75 Billion Sale of Intergen

April 19, 2005 Shell Generating (Holding) B.V., a subsidiary of The Royal Dutch/Shell Group ("Shell"), and Bechtel Enterprises Energy B.V., a subsidiary of Bechtel Group, Inc., today signed an agreement to sell InterGen N.V. and 10 of its power plants to a partnership between AIG Highstar Capital II L.P. and Ontario Teachers' Pension Plan for $1.75 billion.

Excluded from the sale are InterGen's assets in the United States, Colombia, and Turkey, which will be reorganised prior to financial closing and retained by Shell and Bechtel pending further review. The transaction is expected to close mid-2005 and is subject to certain conditions and regulatory approvals.

The InterGen plants to be sold are located in the UK, the Netherlands, Mexico, the Philippines, China, and Australia. InterGen's equity share in these plants amounts to 5,500 megawatts of production capacity. 
Shell owns 68 percent of InterGen, with the rest held by privately owned engineering and construction firm Bechtel.

Notes for Editors

Citigroup Global Markets Inc. is acting as financial adviser for Shell, Bechtel, and InterGen in connection with the proposed transaction. Deutsche Bank Securities Inc. is acting as financial advisers for AIG Highstar and Ontario Teachers'. 

InterGen currently has interests in 17 plants in operation in 9 countries (UK, Mexico, Colombia, Australia, Philippines, USA, Turkey, China, and the Netherlands), with a total of 9.3 gigawatts of installed capacity (InterGen equity share). InterGen has corporate offices near Boston, Massachusetts, and employs some 650 staff worldwide.

This transaction includes 10 power stations in 6 countries (UK, the Netherlands, Mexico, Australia, the Philippines, and China) together with the corporate offices and management capabilities. The InterGen business has been sold as a going concern. InterGen as sold has approximately $2.7 billion of debt in its consolidated subsidiaries, and the buyer will assume any related obligations. InterGen's proportion of the debt in its unconsolidated subsidiaries, as sold, is approximately $0.4 billion.

AIG Highstar Capital, II, L.P. is a private equity fund sponsored by AIG Global Investment Group, an indirect subsidiary of American International Group, Inc. AIG Global Investment Group (AIGGIG) comprises a group of international investment adviser companies which provide advice, investment products and asset management services to clients around the world. The members of AIGGIG are subsidiaries of American International Group, Inc.

The Ontario Teachers' Pension Plan is one of Canada's largest financial institutions with net assets of $85 billion. It invests to secure the retirement income of 255,000 active and retired teachers in the province of Ontario, Canada. With global infrastructure and timberland assets of $3 billion, Ontario Teachers' is actively seeking opportunities to expand its portfolio.