Case 1:05-cv-05809 Document 13 Filed 11/13/2007 Page 1 of 7

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS

UNITED STATES OF AMERICA, ) STATE OF ILLINOIS, ) STATE OF LOUISIANA, and the ) STATE OF MONTANA ) ) Plaintiffs, ) ) Case No. 05 C 5809 v. ) ) The Honorable Rebecca R. Pallm eyer EXXON MOBIL CORPORATION and ) EXXONMOBIL OIL CORPORATION ) ) Defendants. ) )

SECOND STIPULATION AND AGR EEMENT MAKING ADDITIONAL NON-MATERIAL MODIFICATIO N TO CONSENT DECREE The United States, on behalf of the U.S. Environm ental Protection Agency (“EPA”), and Defendants Exxon Mobil Corporation and Exxon Mobil Oil Corporation (referred to collectively herein as “ExxonMobil”) enter into this Stipulation and Agreem ent in order to m a ke a

non-m a terial m odification to the Consent Decree in this case, pursuant to the procedure prescribed by Paragraph 269 of the Decree. In accordance with Decree Paragraph 269, the United States is filing this non-m a terial m odifica tion with the Court, but the Court need not take any action on this filing. Relevant background inform ation and the specific term s of the

non-m a terial m odification are set forth below.
1. The Plaintiffs filed this action on October 11, 2005, alleging violations of

m u ltiple environm ental laws at six of ExxonMobil’s dom estic petroleum refineries. At the sam e tim e, the United States m oved to lodge the proposed Consent Decree between the Plaintiffs and ExxonMobil, and the Court granted the m o tion to lodge the Decree on October 14, 2005.Case 1:05-cv-05809 Document 13 Filed 11/13/2007 Page 2 of 7

2. In response to an “Unopposed Motion to Enter Consent Decree” filed by the United States, the Court approved and entered the Consent Decree on Decem ber 13, 2005.
3. Subsection V.J of the existing Consent Decree im poses a range of requirem e nts applicable to Flaring Devices at ExxonMobil’s refineries. Am ong other things, that Consent Decree Subsection m a ndates com p liance with Clean Air Act New Source Perform a nce Standard requirem e nts that are codified at 40 C.F.R. Pa rt 60, Subparts A and J (“NSPS Subpart A and J”), as specified therein. For exam ple, Paragraph 73 of the Consent Decree lists certain m e thods of

com p liance with NSPS Subpart A and J for Flaring Devices and Consent Decree Appendix G identifies the particular m e thod of com p liance that ExxonMobil would utilize for specific Flaring Devices. In certain instances, Consent Decree Paragraph 72 also sum m a rizes som e of the engineering work that ExxonMobil needs to undertake before the relevant Flaring Devices can

com p ly with NSPS Subpart A and J requirem e nts. 4. This Stipulation and Agreem ent docum ents a non-m a terial change in the m e thod that ExxonMobil will use to com p ly with NSPS Subpart A and J requirem e nts for the two Flaring Devices at the com p any’s Billings, Montana ref i nery. It does not change the original schedule or deadline for com p liance with those regulatory requirem e nts. 5. Under the original Consent Decree, ExxonMobil com m itted to com p ly with NSPS Subpart A and J requirem e nts applicable to the two Flaring Devices at its Billing Refinery by “[o]perat[ing] and m a intain[ing] a flare gas rec overy system to prevent continuous or routine

com bustion in the NSPS Flaring Device” in accordance with Decree Subparagraph 73.a.i. See Consent Decree Appendix G. ExxonMobil still plans to construct and com m e nce operation of enhancem ents to its existing f l are gas recovery system at the Billings Ref i nery (as described in Decree Subparagraph 72.c), but those enhancem ents m a y not fully “prevent continuous or

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routine com bustion” in the two Billings Ref i nery Flaring Devices (as envisioned by Decree Subparagraph 73.a.i), so ExxonMobil will be taking additional steps to utilize a different NSPS Subpart A and J com p liance option under the Decree. ExxonMobil will “[o]perate [each of those Flaring Devices] as a fuel gas com bustion device and com p ly with NSPS m onitoring requirem e nts by use of a continuous m onitor pursuant to 40 C.F.R. § 60.105(a)(4) or with a
param e tric m onitoring system approved by EPA as an alternative m onitoring system under 40 C.F.R. § 60.13(i),” pursuant to Decree Subparagraph 73.a.iii.
6. To m e m o rialize that m odification in accordance with Decree Paragraph 269, EPA and ExxonMobil hereby stipulate and agree that Appendix G of the Consent Decree is hereby

m odified by deleting the text set forth below and replacing it with revised text, as follows: Delete the following existing text in Appendix G:
Billings Main Flare 48 m onths after Entry Date (so that flare gas recovery system upgrades can be com p leted by that Com p liance Date) Subparagraph 73.a.i

Billings Turnaround Flare 48 m onths after Entry Date (so that flare gas recovery system upgrades can be com p leted by that Com p liance Date) Subparagraph 73.a.i

Replace the deleted text in Appendix G with the following new text:
Billings Main Flare 48 m onths after Entry Date (so that flare gas recovery system upgrades and other im provem e nts can be com p leted by that Com p liance Date) Subparagraph 73.a.iii

Billings Turnaround Flare 48 m onths after Entry Date (so that flare gas recovery system upgrades and other im provem e nts can be com p leted by that Com p liance Date) Subparagraph 73.a.iii

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7. EPA determined that such changes can be made by a non-material modification to
the Consent Decree in this instance, because the changes would not "extend the date for ultimate compliance with emissions limitations" under the Decree, as envisioned by Decree Paragraph
269.

IT IS SO STIPULATED AND AGREED.

Dated:

# J!Jve~ber Z. , 2007 Respectfully submitted,
FOR THE UNITED STATES OF AMERICA
RONALD J. TENPAS Acting Assistant Attorney General Environment and Natural Resources Division

RANDALL M. STONE Senior Attorney Environmental Enforcement Section Environment and Natural Resources Division U.S. Department of Justice P.O. Box 7611 Washington, DC 20044-7611
Phone: Fax: E-Mail: (202) 514-1308 (202) 616-6584 Randall.Stone@USDOJ .GOV

PATRICK J. FITZGERALD United States Attorney
LINDA W A WZENSKI Assistant United States Attorney Northern District of Illinois 219 S. Dearborn Street- 5th Floor Chicago, IL 60604

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Of Counsel: Robert D. Parrish Attorney-Advisor U.S. Environm ental Protection Agency Mail Code 2248A 1200 Pennsylvania Avenue, NW W a shington, DC 20460

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Dated: October 25, 2007 FOR EXXON MOBIL CORPORATION AND EXXONMOBIL OIL CORPORATION

THOMAS M. MOELLER Director, Americas Refining ExxonMobil Refining & Supply Company (A division ofExxonMobil Corporation) 3225 Gallows Road Fairfax, VA 22037

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CERTIFICATE OF SERVICE I hereby certify that I caused true and correct copies of the foregoing SECOND STIPULATION AND AGREEMENT M AKING ADDITIONAL NON-MATERIAL MODIFICATION TO CONSENT DECREE to be serv ed by electronic m a il and/or first class m a il, postage pre-paid, on the following persons, in accordance with Paragraph 261 of the Consent Decree in this case: Assistant General Counsel, Litigation Law Departm e nt Exxon Mobil Corporation 800 Bell Street ExxonMobil Building, Room 1503B Houston, TX 77022 Clara M. Poffenberger Counsel Downstream Com p anies Exxon Mobil Corporation 3225 Gallows Road, Room 3D2126 Fairfax, VA 22037 Robert D. Parrish Attorney-Advisor U.S. Environm ental Protection Agency Mail Code 2248A 1200 Pennsylvania Avenue, NW W a shington, DC 20460

Dated: Novem b er 13, 2007 Rosem a rie Cazeau Rebecca Burlingham Environm ental Bureau Office of the Illinois Attorney General 188 W e st Randolph St. – 20 th Floor Chicago, IL 60601 Ted R. Broyles, II Attorney Office of the Secretary Legal Affairs Division Louisiana Departm e nt of Environm ental Quality P.O. Box 4302 Baton Rouge, LA 70821-4302 David Rusoff Special Assistant Attorney General Montana Departm e nt of Environm ental Quality P.O. Box 200901 Helena, MT 59620-0901

s/ Randall. M. Stone