MAGELLAN PIPELINE COMPANY, LLC MINNESOTA INTRASTATE SCHEDULE NO. 3 Effective: July 1, 2004 (Cancels Minnesota Intrastate Schedule No.

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1 MAGELLAN PIPELINE COMPANY, LLC MINNESOTA INTRASTATE SCHEDULE NO. 3 Effective: July 1, 2004 (Cancels Minnesota Intrastate Schedule No. 2) Magellan Pipeline Company, LLC ("MPL"), hereby agrees to transport, subject to the rules and regulations published in MPL's [W] Tariff F.E.R.C. No. 27, supplements thereto and reissues thereof, refined petroleum products within the state of Minnesota. ITEM NO BASE TRANSPORTATION RATES [I] Increase. All Rates In This Item Are Increased. ITEM NO. FROM TO BASE RATE (Cents Per Barrel) Alexandria Minneapolis (Roseville) Pine Bend St. Paul Park EXPLANATION OF REFERENCE MARKS: * No terminal facilities provided by Carrier * Duluth * Inver Hills NSP Mankato Marshall Minneapolis (MPL) * Minneapolis (Koch) * Minneapolis (Roseville) * Minneapolis-St. Paul Int l * Newport * Pine Bend Rochester * Savage * Shakopee (NSP) * St. Bonifacius * St. Paul Park * Wrenshall Issued By: Joe V. Willis, Manager Business Planning & Analysis MAGELLAN PIPELINE COMPANY, LLC One Williams Center Tulsa, Oklahoma (918) Compiled By: Kathy Jo Robertson, Pipeline Tariffs MAGELLAN PIPELINE COMPANY, LLC One Williams Center Tulsa, Oklahoma (918)

2 ITEM NO. 23 THREE-YEAR TIER INCENTIVE RATES *Minneapolis-St. Paul Int l., MN Destination [I] Increase. All Rates In This Item Are Increased. 1. Rates set forth in this Item apply to deliveries of Commercial Jet Fuel to a single Incentive Destination from an Incentive Rate Origin Group as defined in this Item. The Incentive Destination under this Item shall be defined as Carrier s Minneapolis-St. Paul Int'l., MN and the Incentive Rate Origin Group shall be defined as the Carrier s Minneapolis, MN Origin Group as further described in Paragraph 4. Any Shipper desiring to avail itself of the Incentive Rates as set forth herein must satisfy all of the following provisions. a) Shipper must enter into a prior written commitment with Carrier. b) The Commitment Term shall be thirty-six (36) months, but not longer than the effectiveness of this Item or any successive issues, reissues and amendments thereto. c) The Effective Date of this commitment will be no sooner than the first day of the first calendar month following receipt by Carrier of an executed written commitment from the Shipper. d) The Total Guaranteed Committed Volume shall be greater than or equal to 4,500,000 barrels delivered at Minneapolis-St. Paul Int'l., MN over the Commitment Term. 2. All volumes to which a Participating Shipper holds title, in its name, at the time of delivery at the Incentive Destination set forth hereinabove, will apply toward the Total Guaranteed Committed Volume obligation. Title transfer of eligible barrels from another Shipper or Shippers to Participating Shipper must occur prior to time of delivery at the Incentive Destination. However, volumes moved under any other Item of this Tariff will not apply towards the Total Guaranteed Committed Volume required under this Item. 3. Volumes moved under the corresponding Volume Incentive Program in Item 130 of [W] F.E.R.C. No. 25, supplements thereto and reissues thereof; may apply towards the Total Guaranteed Committed Volume in this Item. Similarly, volumes moved under this Item may apply towards the Total Guaranteed Committed Volume in the corresponding Volume Incentive Program in Item 130 of [W] F.E.R.C. No. 25, supplements thereto and reissues thereof. 4. Minneapolis St. Paul., Int l, MN: Three-Year Tier Incentive Rate. FROM Minneapolis, MN Pine Bend St. Paul Park Minneapolis (Roseville) FIRST TIER INCENTIVE RATES (0 5,000,000 bbls) TO SECOND TIER INCENTIVE RATES (> 5,000,000 bbls) * Minneapolis-St. Paul Int'l., MN The Incentive Rate will only be applied to volumes transported by Shipper, in its name, and delivered at the Incentive Destination set forth hereinabove, from Shipper s inventory during the Commitment Term (i.e. the original shipment date and the delivery date are both within the Commitment Term) from the Incentive Rate Origin Group defined herein. Title transfer of eligible barrels from another Shipper or Shippers to Participating Shipper must occur prior to time of delivery at the Incentive Destination. 6. If required, the Shipper shall furnish security in a form satisfactory to Carrier and adequate and sufficient to guarantee any payments which may come due under this commitment. 7. In addition to the terms and conditions contained in this Item, all applicable rules and regulations in MPL [W] F.E.R.C. No. 27, supplements thereto and reissues thereof, also apply. MPL Minnesota Intrastate Schedule No. 3- Page 2 of 8

3 ITEM NO. 23 THREE-YEAR TIER INCENTIVE RATES (continued) *Minneapolis-St. Paul Int l., MN Destination 8. Carrier will invoice the Shipper at the time of shipment and at rates set out in Item 10 of this Tariff, and any successive issues, reissues and amendments thereto. After the end of each month, Carrier will calculate the difference between the rate invoiced and the Incentive Rate for volumes delivered during the previous month at the Incentive Destination for the Shipper from the eligible Incentive Rate Origin Group, and will issue a payment to Shipper. Shipper will bear all other applicable charges in MPL [W] F.E.R.C. No. 27 and any successive issues, reissues and amendments thereto. 9. Participating Shipper may at any time elect an option to automatically renew the volume incentive commitment. If Shipper elects this option, Carrier will notify Shipper of the expiration date at least thirty (30) days in advance of that date. The commitment will automatically renew under the existing terms for an additional Commitment Term beginning with the termination date of the current Commitment Term, unless Shipper returns notification to Carrier specifying that Shipper wishes to terminate commitment, within thirty (30) days after the scheduled expiration date of the previous commitment. 10. At the end of the Commitment Term, if the Shipper did not meet the Total Guaranteed Committed Volume, Shipper will pay a Commitment Reversion equal to the lesser of: (1) the difference between the Total Guaranteed Committed Volume and the actual volume delivered during the Commitment Term multiplied by the Incentive Rate, plus compounded interest charges applying the interest rate specified in Item 75 of MPL [W] F.E.R.C. No. 27, supplements thereto and reissues thereof, averaged over the Commitment Term; or (2) the corresponding base rate in Item 10 of this Tariff, supplements thereto and reissues thereof, minus the Incentive Rate multiplied by the barrels actually delivered during the Commitment Term from the Incentive Rate Origin Group, plus compounded interest charges applying the interest rate specified in Item 75 of MPL [W] F.E.R.C. No. 27, supplements thereto and reissues thereof, averaged over the Commitment Term. 11. If a Shipper fails to meet the Total Guaranteed Committed Volume and that failure is the direct result of the Carrier's inability to provide service, the Total Guaranteed Committed Volume shall be reduced prorata on a day by day basis for each day that the Carrier was unable to provide service. The Shipper must assert its claim of Carrier's failure to provide service in writing to Carrier within the first ten (10) days of the month following the event of Carrier's failure to provide service. The Shipper will bear the burden of proof in showing that Carrier's failure to provide service did, in fact, result in the Shipper's failure to meet its commitment obligations. 12. If Carrier gives written notice to Shipper of an increase in the Incentive Rates which is greater than the cumulative effect of inflation from the effective date of the initial tariff item establishing the Incentive Rate(s) as measured by the Department of Labor's CPI-U index for all goods, then Shipper, by giving written notice to Carrier within thirty (30) days of Carrier's notice, may terminate the commitment on the effective date of the new rate(s). If Shipper does not give such notice within thirty (30) days, the commitment, as revised, shall remain in effect. Carrier may terminate this commitment upon ninety (90) days prior written notice if the Carrier sells any or all of its pipelines connecting or supplying the Incentive Destination and such sale would significantly impair Carrier's ability to perform its obligations under this Item. In the event of termination at less than full term, the Total Guaranteed Committed Volume shall be reduced so that it is equal to the Total Guaranteed Committed Volume under the written commitment multiplied by a Proration Fraction, where the numerator is the number of days between the Effective Date and the termination date and the denominator is the number of days in the original Commitment Term. A Shipper meeting or exceeding the prorated Total Guaranteed Committed Volume shall have no further obligation. A Shipper failing to meet the prorated Total Guaranteed Committed Volume shall pay to Carrier a Commitment Reversion as defined in Paragraph 10 of this Item. For the purpose of determining the applicable Commitment Reversion when a commitment has been prorated, the volumes listed in Paragraph 10 of this Item will be multiplied by the Proration Fraction. 13. Carrier shall not be obligated during any one calendar month to accept for transportation more than one hundred twenty-five percent (125%) of the prorated monthly Total Guaranteed Committed Volume. 14. In the event Shipper experiences Force Majeure that delays delivery of product to Carrier at point of origin, Carrier may, at its sole discretion, upon written notification of circumstances from Shipper, extend the Commitment Term. Such extension period shall in no event, individually or cumulatively, exceed a total of thirty (30) days over the Commitment Term. Force Majeure shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, wars, insurrections, riots, lightning, earthquakes, fires, floods, storms, washouts and any other causes, not within the control of Shipper. MPL Minnesota Intrastate Schedule No. 3- Page 3 of 8

4 ITEM NO. 40 -FIVE YEAR INCENTIVE RATES [I] Increase. All Rates In This Item Are Increased. 1. Rates set forth in this Item apply to deliveries of Petroleum Products from a single Incentive Rate Origin as defined in this Item to any destination identified as an Incentive Destination in this Item. Shippers wanting to avail themselves of the Incentive Rates as set forth herein must enter into a prior written commitment with Carrier. The term of the commitment shall be sixty (60) months, but not longer than the effectiveness of this Item or any successive issues, reissues and amendments thereto. The Effective Date of this commitment will be no sooner than the first day of the first calendar month following receipt by Carrier of an executed written commitment from the Shipper. Incentive Destinations under this Item shall be defined as Carrier's Minneapolis destinations (Koch, MSPI and Roseville), Carrier's Newport destination, and Carrier s St. Paul Park destination. The Incentive Rate Origin under this Item shall be defined as one of the following Minneapolis origins: Roseville, St. Paul or Pine Bend. The written commitment must specify the single Incentive Rate Origin and the Guaranteed Committed Volume to be delivered during the Commitment Term and during each calendar month of the Commitment Term. The Shipper may elect to adjust the monthly distribution of volumes for a given consecutive twelve (12) month period, which immediately follows an anniversary date of the Effective Date, by providing notice of such to Carrier at least thirty (30) days before the anniversary date of the Effective Date. The Shipper agrees to ship from the single Incentive Rate Origin and deliver from its inventory the total Guaranteed Committed Volume as specified by the Shipper in the written commitment. The minimum volume that can be committed under this Item is 6,600,000 barrels annually and 33,000,000 barrels over the Commitment Term. The volume specified in the written commitment for any one calendar month may not exceed three percent (3%) of the total Guaranteed Committed Volume for the Commitment Term. The volume specified in the written commitment for any consecutive twelve (12) month period may not exceed thirty percent (30%) of the total Guaranteed Committed Volume for the Commitment Term, but must be greater than the Minimum Annual Guaranteed Committed Volume of 6,600,000 barrels. 2. In addition to the terms and conditions contained in this Item, all applicable rules and regulations in MPL [W] F.E.R.C. No. 27, supplements thereto and reissues thereof, also apply. If required, the Shipper shall furnish security in a form satisfactory to Carrier and adequate and sufficient to guarantee any payments that may arise under this commitment. 3. All volumes delivered at an Incentive Destination for the Shipper, including any volumes obtained by title transfer from another Shipper, will apply toward the total Guaranteed Committed Volume obligation, provided the tariff rate paid to Carrier for these volumes equals or exceeds the Incentive Rate. The Incentive Rates contained herein will only apply to volumes transported by Shipper, in its name, and delivered at an Incentive Destination from Shipper's inventory during the Commitment Term (i.e., the original shipment date and the deliver date are both within the Commitment Term) from the single Incentive Rate Origin specified by Shipper in the written commitment. 4. MINNEAPOLIS INCENTIVE RATES (Rates in Cents Per Barrel) INCENTIVE DESTINATION INCENTIVE RATE * Minneapolis (MSPI) * Minneapolis (Koch) * Minneapolis (Roseville) * Newport * St. Paul Park * No terminal service provided by Carrier MPL Minnesota Intrastate Schedule No. 3- Page 4 of 8

5 ITEM NO. 40 -FIVE YEAR INCENTIVE RATES (continued) [U] Unchanged Rate. All Rates In This Item Remain Unchanged. 5. Carrier will invoice the Shipper at rates set out in Item 10 of this Tariff and any successive issues, reissues and amendments thereto, at the time of shipment. After the end of each month, Carrier will calculate the difference between the rate invoiced and the Incentive Rate for volumes delivered during the previous month at all Incentive Destinations for the Shipper from the Incentive Rate Origin Group, and will issue a payment to Shipper. Shipper will bear all other applicable charges in MPL [W] F.E.R.C. No. 27 and any successive issues, reissues and Supplements thereto. 6. Annually, on the anniversary of the commitment Effective Date, Carrier will determine the Shipper's actual deliveries to all Incentive Destinations. If the Shipper did not deliver the Guaranteed Committed Volume as set forth in the written commitment, as amended, for the twelve (12) month period ending on the day before the anniversary of the commitment Effective Date, the Shipper will owe Carrier an Annual Reversion payment. The Annual Reversion payment will equal the lesser of: (1) the difference between the Guaranteed Committed Volume as set forth in the written commitment, as amended, and the actual volume delivered at the Incentive Destination during the period from the commitment Effective Date and the day before the most recent commitment anniversary date, multiplied by the volume weighted Incentive Rate, or (2) the actual barrels delivered at the Incentive Destination during the period from the commitment Effective Date and the day before the most recent commitment anniversary date, times twenty cents [U] (20 ) per barrel. Annual Reversion payments are cumulative, such that any delivered volumes previously used in calculating an Annual Reversion payment under option number (2) above, are exempt from future calculations of Annual Reversion obligations should they occur. During the remainder of the Commitment Term, any payments to Carrier under the Annual Reversion provision will be credited against future transportation charges for the Shipper's deliveries to the Incentive Destination, subject to the following provisions: (1) delivered volume must originate from the Incentive Rate Origin, specified in the written commitment; and (2) Annual Reversion credits may only be applied against transportation charges incurred during any subsequent twelve (12) month period which are associated with volumes greater than the Minimum Annual Guaranteed Committed Volume. Upon expiration of the Commitment Term, any remaining Annual Reversion payments collected under this provision will be applied toward all transportation charges for movements from Shipper's Incentive Rate Origin to any Incentive Destination identified in this Item for one (1) year, after which any unused transportation credits will expire. When crediting Annual Reversion payments back to Shipper, Carrier will invoice the Shipper at rates set out in Item 10 of this Tariff, and any successive issues, reissues and amendments thereto, at the time of shipment. After the end of each month, Carrier will issue a payment to Shipper for the lesser of: (1) the amount of Shipper's previous month's transportation charges for deliveries to all Incentive Destinations from the Incentive Rate Origin, as specified above, minus any payments made by Carrier as described in Paragraph 5 of this Item, or (2) the remaining Annual Reversion credit balance. Shipper will bear all other applicable charges in MPL [W] F.E.R.C. No. 27, and any successive issues, reissues and amendments thereto. MPL Minnesota Intrastate Schedule No. 3- Page 5 of 8

6 ITEM NO. 40 -FIVE YEAR INCENTIVE RATES (continued) [I] Increase. All Rates On This Page Are Increased Unless Otherwise Noted. 7. At the end of the Commitment Term, if the Shipper did not meet the total Guaranteed Committed Volume, Shipper will pay a Commitment Reversion equal to the lesser of: (1) the difference between the total Guaranteed Committed Volume and the actual volume delivered during the Commitment Term multiplied by the volume weighted Incentive Rate, or (2) the Commitment Reversion Rate minus the Incentive Rate multiplied by the barrels actually delivered during the Commitment Term. Commitment Reversion Rates, which are based on the actual volumes delivered during the Commitment Term, are as follows: COMMITMENT REVERSION RATES (Rates in Cents Per Barrel) ACTUAL DELIVERED VOLUMES DURING COMMITMENT TERM Less than total Guaranteed Commitment Volume & Greater than 12,600,000 Barrels COMMITMENT REVERSION RATES MINNEAPOLIS (MSPI) ALL OTHER INCENTIVE DESTINATIONS OF THIS ITEM ,400,001-12,600,000 Barrels ,200,001-8,400,00 Barrels Less than or equal to 4,200,000 Barrels For example, a Shipper agrees to deliver a total Guaranteed Committed Volume of 34,100,000 barrels from the St. Paul Incentive Rate Origin to the Incentive Destinations during the Commitment Term, but only ships and delivers 33,900,000 barrels (all at Carrier's Minneapolis (Roseville) Incentive Destination). Method (1) calculates a Commitment Reversion Payment equal to $34,960 [200,000 barrels (i.e., the total Guaranteed Committed Volume of 34,100,000 barrels minus the actual deliveries at the Incentive Destination of 33,900,000 barrels) times the volume weighted Incentive Rate of (17.48 cents per barrel). Method (2) calculates a Commitment Reversion Payment equal to $ 4,576,500 [13.50 cents per barrel (the Commitment Reversion Rate of cents per barrel minus the Incentive Rate of (17.48 cents per barrel) multiplied by the 33,900,000 barrels actually delivered to the Incentive Destination]. The amount due Carrier would be the lesser of the two, or in this example $34,960. Payment shall be due upon receipt of invoice. Any payments to Carrier under this Commitment Reversion provision will not be credited against future transportation charges. Transportation credits accumulated under the Annual Reversion provision cannot be applied to the Commitment Reversion obligation, but can only be used as designated in Paragraph 6 above. 8. If a Shipper fails to meet the total Guaranteed Committed Volume and that failure is the direct result of the Carrier's inability to provide timely service, the total Guaranteed Committed Volume shall be reduced pro rata on a day for day basis for each day that the Carrier was unable to provide timely service. The Shipper must assert its claim of Carrier's failure to provide timely service in writing to Carrier within ten (10) days following the end of the calendar month during which Carrier did not provide timely service. The Shipper will bear the burden of proof in showing that Carrier's failure to provide timely service did, in fact, result in the Shipper's failure to meet its commitment obligation. MPL Minnesota Intrastate Schedule No. 3- Page 6 of 8

7 ITEM NO. 40 -FIVE YEAR INCENTIVE RATES (continued) 9. If Carrier gives written notice to Shipper of an increase in the Incentive and/or Reversion Rates that is greater than the cumulative percentage increase of the average of the Base Transportation Rates to the Minneapolis Destinations, as contained in Item 10 from the Effective Date, then Shipper, by giving written notice to Carrier within thirty (30) days of Carrier's notice, may terminate the commitment on the Effective Date of the new rate(s). If Shipper does not give such notice within thirty (30) days, the commitment, as revised, shall remain in effect. In the event of termination at less than full term, the total Guaranteed Committed Volume shall be reduced so that it is equal to the Guaranteed Committed Volume under the written commitment multiplied by a Proration Fraction, where the numerator is the number of days between the Effective Date and the termination date and the denominator is the number of days in the Commitment Term. A Shipper meeting or exceeding the prorated Guaranteed Committed Volume shall have no further obligation. A Shipper failing to meet the prorated Guaranteed Committed Volume shall pay to Carrier a Commitment Reversion as defined in this Item. For the purpose of determining the applicable Reversion Rate when a commitment has been prorated, the volumes listed in Paragraph 7 of this Item will be multiplied by the Proration Fraction. 10. Carrier shall not be obligated during any one calendar month to accept for transportation more than one hundred twenty-five percent (125%) of the monthly Guaranteed Committed Volume, as specified by the Shipper in the written commitment (for example, if a Shipper has committed for delivery 600,000 barrels during a given month, Carrier's maximum transportation obligation for that month is 750,000 barrels). To the extent Carrier does transport volumes greater than the monthly Guaranteed Committed Volume, those volumes will qualify towards the Shipper's Guaranteed Committed Volume as provided in its commitment and shall qualify for the Incentive Rate. 11. For a period of thirty (30) days after the effectiveness of this Item, any Shipper electing to make a commitment as described by this Item which currently has a previous commitment(s) with Carrier at an Incentive Destination(s) listed herein will be allowed to terminate the previous commitment(s) following the procedures set forth in Paragraph 9 of this Item and the Commitment Reversion Rates as specified in the rules and regulations governing the previous commitment. MPL Minnesota Intrastate Schedule No. 3- Page 7 of 8

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