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, ) ) v. ) ) EXXON MOBIL CORPORATION and ) EXXONMOBIL OIL CORPORATION ) ) Defendants. ) ) Case No. 05 C 5809 The Honorable Rebecca R. Pallmeyer

THIRD AMENDMENT MAKING MATERIAL MODIFICATIONS TO CONSENT DECREE Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 1 of 411 WHEREAS, the Plaintiffs filed a complain t in this matter on October 11, 2005, alleging violations of the Clean Air Act, 42 U.S.C. §§ 7401-7671q, and other envir onmental laws at six petroleum refineries owned and operated by Defendants Exxon Mobil Corporation and ExxonMobil Oil Corporation (coll ectively referred to herein as “ExxonMobil”), and the United States thereafter lodged a propos ed Consent Decree between the Plaintiffs and the Defendants. WHEREAS, the Court approved and entere d the Consent Decree on December 13, 2005 (hereinafter the “2005 Consent Decree”). WHEREAS, the 2005 Consent Decr ee specified that the Cour t would retain continuing jurisdiction for the purpose of enfo rcing and modifying the Decree. WHEREAS, Paragraph 269 of the 2005 Cons ent Decree provides that any material modifications to the Decree sh all be in writing, shall be sign ed by the U.S. Environmental Protection Agency (“EPA”), the Applicable Co-P laintiff, and ExxonMobil, and shall be effective upon approval by the Court. In contrast, non-material modifi cations do not require Court approval, although Paragraph 269 of the 2005 Consent Decree sp ecifies that non-material modifications shall be filed with the Court after being ex ecuted by EPA and ExxonMobil. WHEREAS, EPA and ExxonMobil previously agreed to two stipulated non-material modifications to the 2005 Consen t Decree, which were filed w ith the Court on June 1, 2006 and November 13, 2007. WHEREAS, the parties to this Third Am endment Making Material Modifications to Consent Decree (the “Third Decr ee Amendment”) have agreed to certain material modifications to the 2005 Consent Decree, as set forth herein. Unlike the two pr ior non-material modifications, Court approval is required for th ese material modifications. Th e modifications address certain injunctive obligations relating to ExxonMobil’s refineries in Billings, Montana, Beaumont, Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 2 of 412 Texas, and Joliet, Illinois, so the State of Mont ana and the State of Illinois are parties to this agreement, as Applicable Co-Plaintiffs, along with the United States and ExxonMobil (collectively, the “Parties”). WHEREAS, as specified herein, this Third Decree Amendm ent affords ExxonMobil additional time to install cer tain air pollution control equipm ent that is required by the 2005 Consent Decree in exchange for ExxonMobil’s commitment to implemen t additional injunctive relief, including accelerating in stallation of other air polluti on control equipment and taking certain other steps to reduce air pollutant emissions from its refine ries. The additi onal injunctive relief under this Third Decree Amendment will yield emission s reductions that will more than offset any excess emissions during the time ex tensions afforded by this Third Decree Amendment. WHEREAS, for the sake of clarity, this Third Decree Amen dment restates and incorporates the changes made by the two prior non-material modi fications to th e 2005 Consent Decree. This Third Decree Amendment also ma kes certain other minor and conforming changes to the 2005 Consent Decree. WHEREAS, the Parties recognize, and the Court by entering this Third Decree Amendment finds, that this Third Decree Amendment has been nego tiated at arms-length and in good faith and that this Third Decr ee Amendment is fair, reasonabl e, and in the public interest. NOW THEREFORE, before the taking of any testimony, without adjudication of any issue of fact or law, and upon th e consent and agreement of the Parties, it is hereby ORDERED, ADJUDGED and DECREED as follows: Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 3 of 413 AMENDED AND RESTATED CONSENT DECREE PROVISIONS The 2005 Consent Decree shall remain in fu ll force and effect in accordance with its terms, except that Paragraphs 14, 15, 17, 18, 20, 29, 30, 72, 143, 145, 166, 167, 237, 250, and 266, and Appendices C, D, and G are revised as set forth below and sha ll become effective no later than December 31, 2008, if entered by this Court.
* * * *
14. NOx Emissions Control for the Beaumont FCCU . a. NOx Control System . ExxonMobil shall contro l NOx emissions from the Beaumont FCCU by installing and operat ing a SCR system for the FCCU. b. Final NOx Limits . By no later than Ju ly 1, 2009, ExxonMobil shall comply with NOx emission limits of 50 ppmvd at 0% O 2 on a 365-day rolling average basis and 100 ppmvd at 0% O 2 on a 7-day rolling average basi s at the Beaumont FCCU. c. Interim NOx Control Measures . Beginning April 1, 2008, ExxonMobil shall use best efforts to minimize NOx emi ssions from the Beaumont FCCU by minimizing supplemental firing to th e CO Boiler and/or by minimizing FC CU regenerator outlet CO to the full extent without adversely im pacting FCCU feed rate, conv ersion, feed slate, or yield selectivity, unless reasonable st eps can be taken to compensate for such impai rment. The requirement to perform these Interim NOx Control Measures will remain in effect until the Final NOx Limits specified in Subpara graph 14.b become applicable.
* * * * 15. Baton Rouge NOx Minimization Study . ExxonMobil shall complete a 12- month study of the Bato n Rouge FCCUs’ NOx control system , by no later than 12 months after Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 4 of 414 the Entry Date (the “Baton Rouge NOx Minimization Study”). a. During the Study, Exxon Mobil shall use best effo rts to operat e the FCCU and the NOx control system to achieve emissions as close as practicab le to 50 ppmvd NOx (at 0% O 2 on a 365-day rolling average basi s) and 100 ppmvd NOx (at 0% O 2 on a 7-day rolling average basis); provided , however , that ExxonMobil sh all not be required to operate the FCCU(s) or the control system in a manner that creates a safety problem or impairs unit feed rate, conversion, feed slate or yield selectiv ity, unless reasonable steps can be taken to compensate for such impairment. b. Within 90 days after the comp letion of the Study , ExxonMobil shall submit a written report to EPA that shall summari ze the results of the Study and shall provide relevant CEMS data and FCCU feed and opera ting data on a daily or daily average basis as measured directly (where available) or as cal culated (where necessary). Upon request by EPA, ExxonMobil shall submit any additional, readily avai lable data that EPA de termines it needs to evaluate the Study. c. Based on the results of the Study, the Study report sha ll specify Final NOx Limits for the FCCUs within the ranges set forth in S ubparagraph 13.b. ExxonMobil shall specify limits which reflect best efforts to achieve emissions as close as practicable to 50 ppmvd NOx (at 0% O 2 on a 365-day rolling average ba sis) and 100 ppmvd NOx (at 0% O 2 on a 7-day rolling average basis); provided , however , that ExxonMobil sh all not be required to specify a limit below the upper end of the range that would create a safety problem or impair unit feed rate, conversion, feed slat e or yield selectivity. d. If the limit specified pursuant to Subparagraph 15.c is higher than 50 ppmvd NOx (at 0% O 2 on a 365-day rolling average ba sis) or 100 ppmvd NOx (at 0% O 2 on a Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 5 of 415 7-day rolling average basis), th en the Study report shall include a plan for making supplemental NOx emission reductions from Combustion Units at the Baton Rouge re finery, in accordance with the following table: Long-Term Limit or Short-Term Limit Additional Required Reductions 50 ppmvd 100 ppmvd 0 TPY NOx 51 ppmvd 101-102 ppmvd 12 TPY NOx 52 ppmvd 103-104 ppmvd 26 TPY NOx 53 ppmvd 105-106 ppmvd 42 TPY NOx 54 ppmvd 107-108 ppmvd 60 TPY NOx 55 ppmvd 109-110 ppmvd 80 TPY NOx 56 ppmvd 111-112 ppmvd 102 TPY NOx 57 ppmvd 113-114 ppmvd 126 TPY NOx 58 ppmvd 115-116 ppmvd 152 TPY NOx 59 ppmvd 117-118 ppmvd 180 TPY NOx 60 ppmvd 119-120 ppmvd 210 TPY NOx Such supplemental NOx reductions : (i) shall be in addition to those NOx emission reductions from Combustion Units required by Subsection V.G of this Consen t Decree, and sh all not count toward the reductions required by that Subsection; a nd (ii) shall be qu antified, made, and incorporated into federally-en forceable permits in a manner consistent with the approach outlined in Subsections V.G and V.Q of this Co nsent Decree. If supplemental NOx reductions are required under this Subparagraph, then Exxon Mobil’s Study report shall include a definitive schedule for making the supplemen tal NOx reductions, and for submitting a completion report documenting the reductions. The schedule shall be su bject to EPA approval, which shall not be unreasonably withheld.
* * * * Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 6 of 416 17. NOx Emissions Control for the Billings FCCU . a. NOx Control System . ExxonMobil shall control emissions from the Billings FCCU by instal ling and operating a SCR system for the FCCU. b. Interim NOx Limits . By no later than June 30, 2009, ExxonMobil shall comply with interim NOx emissi on limits of 40 ppmvd at 0% O 2 on a 365-day rolling average basis and 80 ppmvd at 0% O 2 on a 7-day rolling average ba sis at the Billings FCCU. c. NOx Reduction Study

. (1) By no later than December 31, 2010 ExxonMobil shall complete a 12-month study of the Billings FCCU SCR system with the objective of establishing a final long-term NOx emission limit that is: (i) in the range of 30-40 ppmvd NOx (at 0%
O 2 on a 365-day rolling average basis); and (ii) as close to 30 ppmvd as practicable. During the Study, ExxonMobil sha ll use best efforts to oper ate the FCCU and the NOx control system to achieve em issions as close as practicab le to 30 ppmvd NOx (at 0% O 2 on a 365-day rolling average basis) or less; provided , however , that ExxonMobil shall not be required to operate the FCCU or the control system in a manner that creates a safety problem or impairs unit feed rate, conversi on, feed slate or yield selectivity, unless reasonable steps can be taken to co mpensate for such impairment. (2) By February 28, 2011, ExxonMobil shall submit a Report which summarizes the results of the NOx Reducti on Study and provides all relevant NOx and
O 2 CEMS data and any other da ta relevant to the Study. Based on the results of the Study, the Report shall propose a long-term NOx limit for the Billings FC CU that is consistent with the criteria descri bed in Subparagraph 17.c.(1). Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 7 of 417 (3) ExxonMobil shall comply with the long-term emission limit it proposes for the Billings F CCU beginning immediately upon submission of the Report. ExxonMobil shall continue to comply with th at proposed long-term limit unless and until ExxonMobil is required to comply with the long-term emission limit set by EPA pursuant to Subparagraph 17.d. d. Establishment of Final NOx Limits for th e Billings FCCU . EPA will use the data collected during the Bi llings FCCU NOx Reduction Study, as well as all other available and relevant information, to esta blish a final long-term limit for NOx emissions from the Billings FCCU that is consistent with th e criteria described in Subparagra ph 17.c.(1). EPA will establish a 365-day rolling average concentration-based (ppmvd) NOx emission lim it, corrected to 0% oxygen, which can be met with a reasonable certain ty of compliance. This limit may be the same as the limit proposed by E xxonMobil in accordance with S ubparagraph 17.c. The interim short-term (7-day rolling aver age) NOx emission limit of 80 ppm vd, corrected to 0% O2, shall remain unchanged and shall become the final sh ort-term limit. ExxonM obil may propose, and EPA may establish, alternative e missions limits to be applicable during alternative operating scenarios. EPA will determine th e limit based on: (i) the leve l of performance during the NOx Reduction Study period; (ii) a reasonable certainty of compli ance; and (iii) a ny other available and relevant information. EP A will notify ExxonMobil of its de termination of the long-term concentration-based NOx emission limit. ExxonM obil shall immediately (or within thirty (30) days, if EPA’s limit is more stringent than the lim it proposed by ExxonMobil) operate the FCCU so as to comply with the EPA- established emission limit. Dis putes regarding the appropriate emission limit shall be resolved in accordance with the dispute resolution provisions of this
Decree. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 8 of 418 e. Non-Routine Operations . FCCU NOx emissions during a period of natural gas curtailment will not be used in dete rmining compliance with the short-term (7-day) Final NOx Limit established purs uant to Subparagraph 17.b if Fuel Oil is burned in a combustion unit serving the Billings FCCU CO boiler or CO furnace duri ng the period of natural gas curtailment. During any such period of natura l gas curtailment, ExxonMobil shall comply with an alternate short-term NOx em ission limit of 120 ppmvd at 0% O 2 on 24-hour rolling average basis at the Billings FCCU.
* * * *
18. NOx Emissions Control for the Joliet FCCU . a. NOx Control System . ExxonMobil presently inte nds to control emissions from the Joliet FCCU by in stalling and operating a S CR system for the FCCU. b. Final NOx Limits . By no later than D ecember 31, 2010, ExxonMobil shall comply with NOx emission limits of 20 ppmvd at 0% O 2 on a 365-day rolling average basis and 40 ppmvd at 0% O 2 on a 7-day rolling average ba sis at the Joliet FCCU.
* * * *
20. Startup, Shutdown, and Malfunction . NOx emissions (i) caused by or attributable to the startup, s hutdown, or Malfunction of an FCCU listed in Subsection V.A and/or (ii) during periods of Malfunction of the releva nt FCCU’s NOx Control Sy stem will not be used in determining compliance with the short-term (7-day) Interim NOx Limits or Final NOx Limits established pursuant to Subparagrap hs 13.b.(2), 14.b, 16.b, 16.c, 17.b, 17.d, 18.b, and 19.b, provided that during such peri ods ExxonMobil implements good air po llution control practices to minimize NOx emissions. Nothing in this Para graph shall be construe d to relieve ExxonMobil of any obligation under any federal, state, or local law, regulati on, or permit to report emissions Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 9 of 419 during periods of startup, shutdow n, or Malfunction, or to document the occurrence and/or cause of a startup, shutdown, or Malfunction event. Emissions du ring any such period of startup, shutdown, or Malfunction shall e ither be: (i) monitored with CEMS as provided by Paragraph 21; or (ii) monitored in accor dance with an alternative m onitoring plan approved by EPA pursuant to this Consent Decree if it is necessa ry to bypass the FCCU’s main stack during the particular period of start up, shutdown, or Malfunction.
* * * * 29. SO 2 Emissions Control for the Billings FCCU . a. SO 2 Control System . ExxonMobil presently intends to control SO 2 emissions from the Billings FCCU by: (i) conv erting the FCCU to Full Burn Operation; and (ii) implementing a special two-step protocol using SO 2 Reducing Catalyst Additives, as summarized below. (1) Step 1. Step 1 of the protocol will commence shortly after the Entry Date. Step 1 will require a performan ce of a short-term trial to identify the commercially-available catalyst addi tive that achieves the greatest SO 2 reduction at the Required Addition Rate. Once the best-pe rforming additive is identified, ExxonMobil shall use that additive at th e Required Addition Rate, except as otherwise required in Subparagraph 30.f, whenever the unit is operated, until Step 2 of the protocol. (2) Step 2. Step 2 of the protocol will commence seve ral years after the Entry Date. Step 2 will re quire a performance of another short-term trial to identify the future-generation commercially-available catalyst additive that achieves the greatest
SO 2 reduction at the Required Addition Rate. Once the best-performing additive is Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 10 of 4110 identified, ExxonMobil shall use that additive at the Required Addition Rate during a defined demonstration period. (3) Required Addition Rate . For the purpose of this Paragraph 29 and Paragraph 30, the term “Required Addition Rate” shall mean addition of 20.0 Average Weight % of Total Catalyst Added, unless EPA agrees to a lesser weight % addition rate for a particular SO 2 Reducing Catalyst Additive based on a demonstration by ExxonMobil that a lesser additi on rate achieves an equal or greater total reduction in SO 2 emissions from the Billings FCCU. The Av erage Weight % of To tal Catalyst Added shall be calculated based on the Total Cataly st Addition Rate during the two year baseline period from November 2001 to October 2003. As required by this Paragraph 29 and Paragraph 30, ExxonMobil shall add SO 2 Reducing Catalyst Add itive at the Required Addition Rate in a mann er that minimizes SO 2 emissions; provided , however , that ExxonMobil shall not be required to use the Additive in a ma nner that creates a safety problem or impairs unit feed rate, conversi on, feed slate or yield selectivity, unless reasonable steps can be taken to eliminate the problem or compensate for such impairment. b. Final SO 2 Limits . The final long-ter m and short-term SO 2 limits for the Billings FCCU shall be estab lished by one of two methods, de signated as “Option A” and “Option B” below. (1) Option A. Under Option A, the fina l long-term and short-term SO 2 limits for the Billings FCCU shall be set pursuant to Subparagraph 30.i based on the results achieved during the demonstr ation period in Step 2 of the SO 2 Reducing Catalyst Additive protocol. ExxonMobil shall comply with any long-term and short-term Final Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 11 of 4111 SO 2 Limits set under Subparagraph 30.i according to the schedule prescribed by Subparagraph 30.i. (2) Option B. Under Option B, ExxonM obil may, at any time up to and including its proposing emission limits under Subparagraph 30.h, accept and agree to comply immediately with concentration-based SO 2 emission limits of 25 ppmvd on a 365-day rolling average and 50 ppmvd on a 7-day rolling average basis, both at 0% oxygen, for the Billings FCCU. In such circumstances, Exxo nMobil shall be absolved of any remaining obligations fo r the Billings FCCU under Paragraph 30 of this Consent
Decree.
* * * *
30. Particular Requirements for the Billings FCCU: Conversion to Full Burn Operation and Two-Step SO 2 Reducing Catalyst Additive Program . Unless and until ExxonMobil selects Option B under Subparagrap h 29.b.(2), ExxonMobil shall implement an SO 2 emissions control program for th e Billings FCCU as specified by this Paragraph. The program shall include conversion of the Billings FCCU to Full Burn Oper ation and implem entation of a special two-step protocol using SO 2 Reducing Catalyst Additives , as described below. a. Conversion of Billings FCCU to Full Burn Operation . By no later than 30 days after the Entry Date, ExxonMobil shall conv ert the Billings FC CU to Full Burn Operation. b. SO 2 Baseline Data for the Billings FCCU . By no later than 210 days after the Entry Date, ExxonMobil shall submit to EPA and the Applicable Co-Pla intiff a report on the baseline period beginning 60 days after the Entry Date and ending 180 days after the Entry Date. During that baseline period, the FCCU shall be operated in Full Burn Operation mode, without Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 12 of 4112 use of SO 2 Reducing Catalyst Additives. The Baseline Data Report shall include all relevant
SO 2 and O 2 CEMS data and all other data set forth in Appendix H. c. Identification and Selection of SO 2 Reducing Catalyst Additives for Trial Use and Trial Procedures . By the following dates, ExxonMobil shall select and submit for EPA approval a written plan for use of at least three commercially available SO 2 Reducing Catalyst Additives that ExxonMobil proposes to use for short-term trials at the Billings FCCU. No later than 255 Days afte r the Entry Date for the St ep 1 trials of current- generation SO 2 Reducing Catalyst Additives No later than January 15, 2010 for the Step 2 trials of future- generation SO 2 Reducing Catalyst Additives In the plan for each set of short-term trials, ExxonMobil shall describe , in detail, the trial procedures to be used, including but not limited to: (i ) the amount of additiv e to be baseloaded into the regenerator; (ii) th e method of additive loading; a nd (iii) the expected timing and duration of the trial. Each such plan sha ll also propose use of at least three specific SO 2 Reducing Catalyst Additives that are likel y to perform the be st at reducing SO 2 emissions in the FCCU. EPA will base its approv al or disapproval of the SO 2 Reducing Catalyst Additives on its assessment of the performance of the proposed A dditives in other FCCUs and the similarity of those FCCUs to ExxonMobil’s Billings FC CU, with the objec tive of testing SO 2 Reducing Catalyst Additives likely to have the best performance in reducing SO 2 emissions. If EPA objects to one or more of the proposed SO 2 Reducing Catalyst Additives , or if EPA objects to any other aspect of ExxonMobil’ s plan, then EPA will explain the basis of its objections in writing. In the event that ExxonMobil submits less than three approvable Additives, EPA shall Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 13 of 4113 identify and by that identificat ion approve the use of other SO 2 Reducing Catalyst Additives by ExxonMobil. d. Performance of the Short-Term Trials . In each Step of the protocol, ExxonMobil shall perform a set of short-term tria ls in accordance with the plan approved by EPA under Subparagraph 30.c. Exx onMobil shall commence and comple te the short-term trials in accordance with th e following schedule: For the Step 1 trials of current-generation SO 2 Reducing Catalyst Additives: Commencement Date No later than 300 days after the Entry Date Completion Date No later th an 480 days after the Entry Date For the Step 2 trials of future-generation SO 2 Reducing Catalyst Additives: Commencement Date No later than March 1, 2010 Completion Date No later than October 1, 2010 e. Reports on the Short-Term Trials . For each Step of the protocol, ExxonMobil shall submit a written report to EPA describing the performance of each SO 2 Reducing Catalyst Additive that was tested in the short-term trials. (1) In each Trials Report, ExxonM obil shall summarize the results of the trials and shall provide all relevant SO 2 and O 2 CEMS data and all other data set forth in Appendix H. Each Tria ls Report shall also summari ze any safety problems or impairments of unit feed rate, conversion, feed slate, or yiel d selectivity ob served in the trials, and all steps that were taken to attempt to eliminate the problems or compensate for such impairments. (2) In each Trials Report, ExxonMob il shall identify the Additive that achieved the lowest SO 2 concentration, corrected to 0% O 2 , when averaged over the entire trial period and the ad ditive that reduced emissions the most from a predicted uncontrolled baseline during the trials (the “Best-Perf orming Additive”). If EPA Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 14 of 4114 determines that another Additiv e tested in the trials was th e Best-Performi ng Additive in the trials, then EPA, after c onsultation with the Applicable Co-Plaintiff, will so notify ExxonMobil and ExxonMobil shall treat that Ad ditive as the Best-Performing Additive and use it at the specified addition rate in the Step 1 Interim Reduction Period (under Subparagraph 30.f) or the Step 2 Demons tration (under Subp aragraph 30.g). (3) ExxonMobil shall submit the Trials Reports in acco rdance with the following schedule: For the Step 1 trials of current-generation SO 2 Reducing Catalyst Additives: Report Due Date No later than 540 days after the Entry Date For the Step 2 trials of future-generation SO 2 Reducing Catalyst Additives: Report Due Date No la ter than December 1, 2010 f. Step 1 Interim Reduction Period . By no later than 585 days after the Entry Date, ExxonMobil shall commence and continue us e of the Best-Performing Additive for Step 1 at the Required Addition Rate , and beginning April 1, 2008 shall commence and continue use of the Best-Performing Additive for Step 1 at th e Required Addition Rate plus 2.0%; provided , however , that ExxonMobil shall not be required to operate the FCCU or use th e Additive in a manner that creates a safety prob lem or impairs unit feed rate, c onversion, feed slate, or yield selectivity, unless reasonable step s can be taken to eliminate the problem or compensate for such impairment. ExxonMobil shall c ontinue using the Best-Perform ing Additive at the Required Addition Rate plus 2.0% until commencement of the Step 2 trials under Subparagraph 30.d. g. Step 2 Demonstration . ExxonMobil shall commence and complete a demonstration of the Best-Per forming Additive for Step 2 in accordance with the following schedule: Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 15 of 4115 Commencement Date No later than January 15, 2011 Completion Date No later than January 15, 2012 During the Step 2 demonstration, ExxonMobil sha ll use the Best-Performin g Additive for Step 2 at the Required Addition Rate and shall operate the FCCU and th e CO boiler in a manner that minimizes SO2 emissions; provided , however , that ExxonMobil sh all not be required to operate the FCCU or use the Additive in a manner that cr eates a safety problem or impairs unit feed rate, conversion, feed slate, or yield selectivity, unless reasonable step s can be taken to eliminate the problem or compensate for such impairment. Even after completion of the demonstration, ExxonMobil shall continue using the Best-Performing Additive at the Required Addition Rate until ExxonMobil begins complying with proposed and final SO 2 emission limits under Subparagraphs 30.h and 30.i. h. Step 2 Demonstration Report . By no later than March 15, 2012, ExxonMobil will submit a written report to EPA on th e results of the Step 2 Demonstration. In the Step 2 Demonstration Report, ExxonMobil shall summa rize the results of the demonstration and shall provide all relevant SO 2 and O 2 CEMS data and all other da ta set forth in Appendix H. In the Step 2 Demonstration Report, ExxonMobil shall propose a long-term (i.e. , 365-day rolling average) and short-term (i.e. , 7-day rolling average) co ncentration-based (ppmvd) SO 2 emission limits, both as measured at 0% O 2 , for the Billings FCCU. ExxonM obil shall comply with the emission limits it proposes for th e Billings FCCU beginning i mmediately upon submission of the Step 2 Demonstration Report. E xxonMobil shall continue to comp ly with these limits unless and until ExxonMobil is required to comply with the emissions limits set by EPA pursuant to Subparagraph 30.i. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 16 of 4116 i. Establishment of Final Limits for the Billings FCCU . EPA will use the data collected during the Step 2 Demonstration Period, as well as all other available and relevant information, to establish long-term and short-term final limits for SO 2 emissions from the Billings FCCU. EPA will establish 365-da y rolling average and 7-day rolling average concentration-based (ppmvd) SO 2 emission limits, corrected to 0% oxygen, which limits can be met with a reasonable certainty of compliance. Su ch limits may be the same as the limits proposed by ExxonMobil in accordance with Su bparagraph 30.h. ExxonMobil may propose, and EPA may establish, alternative e missions limits to be applicable during alternative operating scenarios. EPA will determine the limits based on: (i) the level of performance during the Step 2 Demonstration Period; (ii) a re asonable certainty of compliance; and (iii) any other available and relevant information. EPA will notify ExxonMobil of its dete rmination of the long-term and short-term concentration-based SO 2 emissions limits. ExxonMob il shall immediatel y (or within thirty (30) days, if EPA’s limit is more stringent than the limi t proposed by ExxonMobil) operate the FCCU so as to comply w ith the EPA-established emission limits. Disputes regarding the appropriate emission limits shall be resolved in accordance with the dispute resolution provisions of this Decree; provided , however , that during the period of dis pute resolution, E xxonMobil shall use Additive in the manner and amount applicable during the St ep 2 Demonstration Period (in lieu of meeting the EP A-established limits).
* * * *
72. Construction and Operation of Upgr aded Flare Gas Recovery Systems . a. ExxonMobil currently operates existing flare gas recovery systems at the Baton Rouge, Baytown, Beaumont, Billi ngs, and Torrance Refineries. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 17 of 4117 b. By no later than September 30, 2010, ExxonMobil will construct and commence operation of enhancements to its existi ng flare gas recovery sy stems at the Beaumont Refinery. Those enhanced flare gas recovery systems will serve cer tain NSPS Flaring Devices at the Beaumont Refinery, as sp ecified in Appendix G. c. By no later than September 30, 2010, ExxonMobil will construct and commence operation of enhancements to its existi ng flare gas recovery sy stem at the Billings Refinery. That enha nced flare gas recovery system will serve both the NSPS Flaring Devices at the Billings Refinery that are identified in Appendix G. d. By no later then the Entry Da te, ExxonMobil shall construct and commence operation of flare gas r ecovery facilities at the Joliet Refinery pursuant to the IEPA Construction Permit for the Joliet Coker Blowdown Recovery Project (Application Number 03060091).
* * * * 143. Emission Limits and Standards . The following Consen t Decree re quirements shall constitute the emission limits and standards that are required to be incorporated into permits under Paragraphs 141 and 142: i. the interim emission limits and st andards imposed by Subparagraphs 16.b, 17.b, 29.a, 30.f, 30.g, and 68.b, for so long as each such interim emission limit or standard applies under th is Consent Decree; and ii. the requirements specifi ed in Subparagraphs 145.a.(1 ) through 145.a.(9), that shall survive termination of the Consent Decree.
* * * * 145. Obligations that Shall Survive Consent Decree Termination . The requirements imposed by the fo llowing provisions of this Cons ent Decree that shall survive termination of the Consent D ecree under Section XVIII: Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 18 of 4118 a. Emission Limits and Standards . The following Consent Decree requirements shall constitute emission limits and standards that shall surv ive termination of the Consent Decree by virtue of being incorpor ated into federally-enforceable permits: (1) Subparagraphs 13.b, 14.b, 15.d, 16.c, 17.d, 18.b, 19.b, and Paragraph 21 in Subsection V.B; (2) Subparagraphs 23.b, 24.b, 25.b, 26.b, 27.b, 28.b, 29.b, and Paragraph 32 in Subsection V.C; (3) Paragraphs 34 and 35 (if applicab le as of the date of termination) in Subsection V.D; (4) Paragraphs 39, 40 (if applicable as of the date of termination), and 42 in Subsection V.E; (5) Paragraph 43 and 44 in Subsection V.F; (6) Paragraphs 52, 53 and 54 in Subsection V.G; (7) Subparagraphs 59.a and 59.b a nd Paragraph 60 in Subsection V.H; (8) Paragraphs 63 and 64, Subparagraph 67.e, and Paragraph 69 in Subsection V.I; and (9) Paragraphs 70, 71, and 73 in Subsection V.J. b. Certain Other Requirements (1) Subparagraph 65.a (as specified therein) in Subsection V.I; (2) Paragraph 79 (as specified therein) and Subpa ragraph 91.a (as specified therein) in Subsection V.K; (3) Paragraph 92 (as specified therein) in Subsection V.L; (4) All of this Subsection V.Q; and Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 19 of 4119 (5) All of Section VI. c. Agreement Required for Changes to Surviving Requirements . In the event ExxonMobil should ever seek, after te rmination of this Consent Decr ee, to delete or modify an emission limit or standard surviv ing termination by virtue of S ubparagraph 145.a, such emission limit or standard shall not be deleted or modifi ed unless EPA and the Applicable Co-Plaintiff shall have first agreed in writi ng to the deletion or modificati on. In the even t that ExxonMobil should ever seek to delete or modify any of the certain other requirements surviving termination pursuant to Subparagraph 145.b, such requirement sh all not be deleted or modified unless EPA and the Applicable Co-Plaintiff sh all have first agreed in writi ng to the deletion or modification.
* * * * 161. ExxonMobil shall submit Semi-Annual Re ports to EPA and the Applicable CoPlaintiff that contain th e following information: i. a progress report on the implementati on of the requirements of Section V (Affirmative Relief) at th e Covered Refineries; ii. a summary of the emis sions data, including a separa te identification of any exceedance(s) of Consent D ecree emission limitations or standards for the Covered Refineries set forth in or esta blished pursuant to Section V of this Consent Decree, for the six (6) month period cove red by the report; iii. a description of any problems an ticipated with resp ect to meeting the requirements of Section V of this Consen t Decree at the Covered Refineries; iv. a progress report on the implementation of the requirements of Section VIII (Environmentally Beneficial Projects); v. any such additional matters as Exxon Mobil believes should be brought to the attention of EPA and the Appl icable Co-Plaintiff; and vi. additional items required by another Paragraph of this C onsent Decree to be submitted with a Semi-Annual Report. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 20 of 4120 Semi-Annual Reports shall be submitted by August 31 (covering the period from January 1 to June 30) and February 28 (covering the pe riod from July 1 to December 31), provided , however , that the first such Report shall be due on August 31, 2006 (cov ering the period from December 31, 2005 to June 2006). The Semi-Annual Report shall be certified by: (i) the person responsible for environmental management and compliance for each of the Covered Refineries; or (ii) a person responsible fo r overseeing implementation of this Decree for ExxonMobil, as follows: I certify under penalty of la w that this information [rel ated to _______ refiner(y)(ies)] was prepared under my direction or supervisi on in accordance with a system designed to assure that qualified personnel properly gath er and evaluate the in formation submitted. Based on my directions and my inquiry of the person(s) w ho manage the system, or the person(s) directly responsible for gathering the information, the information submitted is, to the best of my knowledge and be lief, true, accurate, and complete. * * * * 166. For failure to meet any FCCU Interim NOx Limit or Final NOx Limit set forth in or established pursuant to Subparagr aphs 13.b, 14.b, 16.b, 16.c, 17.b, 17.d, 18.b, or 19.b, per FCCU: $750 for each calendar day in a calendar quarter in which the short-term rolling average exceeds the applicable limit; and $2,500 for each cal endar day in a calendar quarter on which the specified 365-day rolling averag e exceeds the applicable limit.
* * * * 167. For failure to comply with any of th e Beaumont Interim NOx Control Measures specified by Subparagraph 14.c, any of the Bato n Rouge NOx Minimization Study requirements specified by Paragraph 15, or a ny of the Billings NOx Reduct ion Study requirements specified by Paragraph 17, including submissi on of required reports, per day: Period of Non-Compliance Penalty per day 1 st through 30 th day after deadline $1,000 31 st through 60 th day after deadline $1,500 Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 21 of 4121 Beyond 60 th day after deadline $2,000, or an amount equal to 1.2 times the economic benefit of non-compliance whichever is greater
* * * *
237. Liability Resolution Regarding th e Applicable NSR/PSD Requirements . With respect to emissions of the following pollutants from the following units, entry of this Consent Decree shall re solve all civil li ability of ExxonMobil to th e United States and the Applicable Co-Plaintiffs for alleged violations of the Applicable NSR/PSD Requirements resulting from construction or modification from the da te of the pre-Lodging construction or modification up to the following dates: Unit Pollutant Date Baton Rouge PCLA 2 SO 2 January 1, 2006 NOx 455 days after the Entry Date Baton Rouge PCLA 3 SO 2 January 1, 2006 NOx 455 days after the Entry Date Baytown FCCU 2 SO 2 December 31, 2009 NOx June 30, 2010 Baytown FCCU 3 SO 2 Entry Date NOx June 30, 2010
Beaumont FCCU SO 2 Entry Date NOx July 1, 2009 Billings FCCU SO 2 Either: (i) March 15, 2012, if the Final SO 2 Limit is established by election of Option A under Subparagraph 29.b.(1); or (ii) the date on which a Final SO 2 Limit is established by election of Option B under Subparagraph 29.b.(2) NOx June 30, 2009 Joliet FCCU SO 2 December 31, 2008 NOx December 31, 2010 Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 22 of 4122 Torrance FCCU SO 2 Entry Date NOx Entry Date All Combustion Devices listed in Appendix A NOx September 30, 2010 All heaters and boilers other than those in Appendix A NOx Entry Date All heaters and boilers listed in Appendix C SO 2 Dates listed in or derived from Appendix C All heaters and boilers other than those listed in Appendix C SO 2 Entry Date All Other Fuel Gas Combustion Devices listed in Appendix D SO 2 Dates listed in or derived from Appendix D
* * * * 250. Resolution of Liability Regarding LDAR Requirements . Entry of this Consent Decree shall resolve the ci vil liability of ExxonM obil to the United Stat es and the Applicable Co-Plaintiffs for alleged violations of LDAR Requirements at the Covered Refineries that either: (i) commenced and ceased prior to the Consent Decree Entry Date ; or (ii) commenced prior to the Entry Date and continued past the Entry Date, provi ded that the events giving rise to such post-Entry violations are iden tified in the LDAR Initial Audit Report required under Subparagraph 120.b and are correct ed pursuant to the requir ements of Paragraph 121.
* * * *
266. Notice . Unless otherwise provided herein, notifications to or communications between the Parties shall be de emed submitted on the date they are postmarked. Notifications and communications shall be sent by U.S. Mail, postage pre-pai d, or private courier service, except for notices under Section XIV (Force Majeure ) and Section XV (Retention of Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 23 of 4123 Jurisdiction/Dispute Resolution) which shall be sent by overnight ma il or by certified or registered mail, return receipt requested. Each report, study, notificati on or other communication of ExxonMobil shall be submitted as specified in this Consent Decree, with copies to EPA Headquarters, the applicable EPA Region, and the Applicable Co-Plaintiff. If the date on which a notification or other communication is due falls on a Satu rday, Sunday or legal holiday, the deadline for such submissi on shall be enlarged to the next bu siness day. Except as otherwise provided herein, all report s, notifications, certifications, or other communications required under this Consent Decree to be sub mitted or sent to the United St ates, EPA, the Applicable CoPlaintiffs, and/or ExxonMobil sh all be addressed as follows: As to the United States: Chief Environmental Enfo rcement Section Environment and Natural Resources Division U.S. Department of Justice P.O. Box 7611, Ben Franklin Station Washington, DC 20044-7611 Reference Case No. 90-5-2-1-07030 As to EPA : EPA Headquarters: U.S. Environmental Protection Agency Director, Air Enforcement Division Office of Regulatory Enforcement Ariel Rios Building 1200 Pennsylvania Avenue, N.W. Mail Code 2242-A Washington, DC 20460 Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 24 of 4124 with a hard copy to Director, Air Enforcement Division Office of Regulatory Enforcement c/o Matrix New Worl d Engineering, Inc. 120 Eagle Rock Avenue, Suite 207 East Hanover, NJ 07936-3159 and an electronic copy to jmack@matrixneworld.com foley.patrick@epa.gov EPA Region 5: Air and Radiation Division U.S. EPA, Region 5 77 West Jackson Blvd. (AE-17J) Chicago, IL 60604 Attn: Compliance Tracker and Office of Re gional Counsel U.S. EPA, Region 5 77 West Jackson Blvd. (C-14J) Chicago, IL 60604 EPA Region 6: Chief Air, Toxics, and Inspect ions Coordination Branch Environmental Protection Agency, Region 6 1445 Ross Avenue Dallas, Texas 75202-2733 EPA Region 8: Air Program Coordinator U.S. Environmental Pr otection Agency, Region 8 Montana Office 10 W. 15 th St., Suite 3200 Helena, MT 59626 Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 25 of 4125 EPA Region 9: Director Air Division Mail Code AIR-1 USEPA Region 9 75 Hawthorne Street San Francisco, CA 94105 As to the State of Illinois: Manager Compliance and Enforcement Section Illinois Environmental Protection Agency 1021 North Grand Avenue, East P.O. Box 19276 Springfield, IL 62794 and Field Operations Section Illinois Environmental Protection Agency 9511 West Harrison Des Plaines, IL 60016 and Maureen Wozniak Assistant Counsel Illinois Environmental Protection Agency 1021 North Grand Avenue, East P.O. Box 19276 Springfield, IL 62794 As to the State of Louisiana: Peggy M. Hatch Administrator, Enforcement Division Office of Environmental Compliance Louisiana Department of Environmental Quality P.O. Box 4312 Baton Rouge, LA 70821-4312 Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 26 of 4126 As to the State of Montana: Enforcement Division Administrator Montana Department of Environmental Quality P.O. Box 200901 Helena, MT 59620-0901 and Bureau Chief Air Resources Management Bureau Montana Department of Environmental Quality P.O. Box 200901 Helena, MT 59620-0901 As to ExxonMobil : Assistant General C ounsel, Litigation Law Department Exxon Mobil Corporation 800 Bell Street ExxonMobil Building, Room 1503B Houston, TX 77022 Tel. 713-656-3431 Fax 713-656-7719 and Downstream Environment a nd Global Compliance Manager Exxon Mobil Corporation 3225 Gallows Road Room 8B 0233 Fairfax, VA 22037-0001 With a copy to each applic able refinery as shown below: As to Baton Rouge: Refinery Manager ExxonMobil Baton Rouge Refinery P.O. Box 551 Baton Rouge, LA 70821-0551 Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 27 of 4127 As to Baytown: Refinery Manager ExxonMobil Baytown Refinery P.O. Box 3950 Baytown, TX 77522-3950 As to Beaumont: Refinery Manager ExxonMobil Beaumont Refinery P.O. Box 3311 Beaumont, TX 77704 As to Billings: Refinery Manager ExxonMobil Billings Refinery P.O. Box 1163 Billings, MT 59103 As to Joliet: Refinery Manager ExxonMobil Joliet Refinery P.O. Box 874 Joliet, IL 60434 As to Torrance: Refinery Manager ExxonMobil Torrance Refinery 3700 W. 190 th Street Torrance, CA 90509-2929 Any Party may change either th e notice recipient or the addre ss for providing notices to it by serving all other parties with a notice setting forth such new notice r ecipient or address. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 28 of 4128 Appendix C: NSPS Subpart J Compliance Schedule for Certain Heaters and Boilers Refinery Combustion Device Compliance Date 1 / Baton Rouge PHLA-2-F-1 PHLA-2-F-2 PHLA-2-F-3 PHLA-2-F-4 PHLA-2-F-5 PHLA-2-F-6 December 31, 2008

Baton Rouge FEED PREP F-30 FEED PREP F-31 December 31, 2008

Baton Rouge 4LEU-E F-1 4LEU-W F-1 4LEU-W F-2 December 31, 2008

Baton Rouge LELA-E F-1 LELA-S F-4 December 31, 2008

Baton Rouge KDLA- F-425 KDLA F-451 December 31, 2008

Baytown LE Unit Heater F-601 LE Unit Heater F-804 Submit AMP six months after Entry Date for NSPS vent stream Billings Pipestill Heater F-1 October 31, 2009 2 /

1 / As provided by Consent Decree Subparagraph 59.c, where this Appendix C refers to an AMP submittal date rather than a final compliance date, ExxonMobil will submit an AMP application for the listed device by the date specified, and the device shall become an a ffected facility on the date that ExxonMobil receives EPA’s approval of the relevant AMP.

2 / Between the Entry Date and October 31, 2009, Billings Pi pestill Heater F-1 shall comply with the emission limitation specified by 40 C.F.R. § 60.104(a)(1) at all times, except when SWS T-23 ammonia overhead gas is combusted in the unit as permitted by pertinent provisions of the Montana State Implementation Plan. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 29 of 4129 Appendix D: NSPS Subpart J Compliance Schedule for Certai n Other Fuel Gas Combustion Devices
Refinery Combustion Device Compliance Date 4 / Baton Rouge MVR Combustor/Flare No. 1 AMP pending Baton Rouge MVR Combustor/Flare No. 2 AMP pending Baytown MVR Thermal Oxidizer VCU-440 Submit AMP six months after Entry Date Baytown MVR Thermal Oxidizer VCU-470 Submit AMP six months after Entry Date Baytown Thermal Oxidizer for Loading Racks 22 & 3 Submit AMP six months after Entry Date
Baytown Caustic Oxidation Unit Incinerator Submit AMP six months after Entry Date Beaumont MVR - John Zink Combustor Submit AMP six months after Entry Date Billings FCCU CO Boiler Treat or re-route SWS T-23 ammonia overhead gas by no later than October 31, 2009; Submit AMP six months after Entry Date for Unsaturated Light Ends Merox Vent stream (DSO Offgas stream) Joliet NBRU Thermal Vapor Incinerator - 38B-1 Shutdown, treat, or re-route stream by no later than December 31, 2008 Joliet SBRU Thermal Vapor Incinerator - 38B-2 Shutdown, treat, or re-route stream by no later than December 31, 2008 Torrance API Thermal Oxidizer 72F2 Submit AMP six months after Entry Date Torrance API Thermal Oxidizer 72F4 Submit AMP six months after Entry Date Torrance Resid Loading Rack Incinerator 50J-30 Submit AMP six months after Entry Date

Torrance Sulfur Pit Vapor Incinerator 28F-11 Shutdown, treat, or re-route stream by July 1, 2009

4 / As provided by Consent Decree Subparagraph 59.c, where this Appendix D refers to an AMP submittal date rather than a final compliance date, ExxonMobil will submit an AMP application for the listed device by the date specified, and the device shall become an a ffected facility on the date that ExxonMobil receives EPA’s approval of the relevant AMP. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 30 of 4130 Appendix G: NSPS Subpart J Complianc e Schedule for NSPS Flaring Devices Operated by Cov ered Refineries
Refinery Flaring Device Compliance Date 6 / Compliance Method Baton Rouge Flare 5 Entry Date Subparagraph 73.a.i Baton Rouge Flare 8 Entry Date Subparagraph 73.a.i Baton Rouge Flare 9 Entry Date Subparagraph 73.a.i Baton Rouge Flare 17 Entry Date Subparagraph 73.a.i Baton Rouge Flare 19 Entry Date Subparagraph 73.a.i Baton Rouge Flare 20 Entry Date Subparagraph 73.a.i Baton Rouge Flare 21 Entry Date Subparagraph 73.a.ii Baton Rouge Flare 23 Entry Date Subparagraph 73.a.i Baton Rouge Flare 24 Entry Date Subparagraph 73.a.i Baytown Flare 3 Entry Date Subparagraph 73.a.i Baytown Flare 4 Submit AMP six months after Entry Date for HF3 vent stream routed to fl are downstream from flare gas recovery system All other streams routed to Flare 4, th rough flare gas recovery system Subparagraph 73.a.iii

Subparagraph 73.a.i
Baytown Flare 5 Entry Date Subparagraph 73.a.i Baytown Flare 6 Entry Date for emergency service All other streams routed to Flare 6, th rough flare gas recovery system Subparagraph 73.a.ii Subparagraph 73.a.i
Baytown Flare 11 Monitor with CEMS as required by 40 C.F.R. § 60.105(a)(3) or (a)(4) by no later than 12 months after Entry Date Subparagraph 73.a.iv

Baytown Flare 14 Monitor with CEMS as required by 40 C.F.R. § 60.105(a)(3) or (a)(4) by no later than 12 months after Entry Date Subparagraph 73.a.iv

Baytown Flare 15 Entry Date Subparagraph 73.a.i Baytown Flare 16 Entry Date Subparagraph 73.a.i

6 / As provided by Consent Decree Subparagraph 73.b, where this Appendix G refers to an AMP submittal date rather than a final compliance date, ExxonMobil will submit an AMP application for the listed device by the date specified, and the device shall become an a ffected facility on the date that ExxonMobil receives EPA’s approval of the relevant AMP. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 31 of 4131 Appendix G: NSPS Subpart J Complianc e Schedule for NSPS Flaring Devices Operated by Covered Refineries (continued)

Refinery Flaring Device Compliance Date Compliance Method Baytown Flare 17 24 months after Entry Date (so that certain streams can be re-routed by that Compliance Date) Subparagraph 73.a.i
Baytown Flare 18 Entry Date Subparagraph 73.a.i Baytown Flare 19 Entry Date for emergency service Submit AMP six months after entry for intermittent low mass sweet streams Subparagraph 73.a.ii Subparagraph 73.a.iii
Baytown Flare 20 24 months after Entry Date for streams other thanHF4 stream (so that certain streams can be rerouted by that Compliance Date) Submit AMP six months after Entry Date for monitoring HF4 stream Subparagraph 73.a.i

Subparagraph 73.a.iii
Baytown Flare 21 Entry Date Subparagraph 73.a.i Baytown Flare 22 Entry Date for emergency service Submit AMP six months after Entry Date for monitoring intermittent low mass sweet streams when Flare 19 is on turnaround Subparagraph 73.a.ii Subparagraph 73.a.iii

Baytown Flare 25 Entry Date for emergency service Submit AMP six months after Entry Date for monitoring intermittent refinery fuel gas streams and natural gas streams Subparagraph 73.a.ii Subparagraph 73.a.iii

Baytown Flare 26 Submit AMP six months after Entry Date formonitoring certain sweet streams and nitrogencontaining streams Subparagraph 73.a.iii

Baytown Flare 27 Monitor with CEMS as required by 40 C.F.R. § 60.105(a)(3) or (a)(4) by no later than 12 months after Entry Date Subparagraph 73.a.iv

Beaumont High Pressure (HP) Flare September 30, 2010 (so th at flare gas recovery system upgrades can be completed by that Compliance Date) Subparagraph 73.a.i

Beaumont Low Pressure (LP) Flare September 30, 2010 (so th at flare gas recovery system upgrades can be completed by that Compliance Date) Subparagraph 73.a.i

Beaumont FCC Flare September 30, 2 010 (so that flare gas recovery system upgrades can be completed by that Compliance Date) Subparagraph 73.a.i Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 32 of 4132 Appendix G: NSPS Subpart J Compliance Schedule for NSPS Flaring Devices Operated by Covered Re fineries (continued)
Refinery Flaring Device Compliance Date Compliance Method Beaumont CHD 1 Flare September 30, 2010 Subparagraph 73.a.i, 73.a.ii, or 73.a.iii Beaumont CHD 2 Flare September 30, 2010 Subparagraph 73.a.i, 73.a.ii, or 73.a.iii Beaumont Coker Flare 7 / September 30, 2010 Subparagraph 73.a.i, 73.a.ii, or 73.a.iii Billings Main Flare Sept ember 30, 2010 (so that flare gas recovery system upgrades and other improvements can be completed by that Compliance Date) Subparagraph 73.a.iii

Billings Turnaround Flare September 30, 2010 (so th at flare gas recovery system upgrades and other improvements can be completed by that Compliance Date) Subparagraph 73.a.iii

Torrance Flare 55F-1 Submit AMP six months after Entry Date Subparagraph 73.a.iii Torrance Flare 65F-3 Entry Date Subparagraph 73.a.i Torrance Flare 65F-4 Entry Date Subparagraph 73.a.i Torrance Enclosed Ground Flare 65F-8 8 / Entry Date Subparagraph 73.a.i

7 / With respect to the Beaumont Refinery’s CHD 1 Flare, CHD 2 Flare, and Coker Flare, by no later than September 30, 2010, ExxonMobil shall either: (i) comple te flare gas recovery syst em upgrades to bring the particular flare into compliance with Subparagraph 73.a.i; or (ii) re-route streams as required to bring the particular flare into compliance with Subparagraph 73.a.ii or 73.a.iii. In the first Semi-Annual Report that is due under Section IX after September 30, 2010, Exx onMobil shall identify and certify compliance with a specific compliance method (i.e. , either Subparagraph 73.a.i, 73.a.ii, or 73.a.iii ) for each of those three Beaumont Refinery flares.

8 / Enclosed Ground Flare 65F-8 is an encl osed combustion device that: (i) is not subject to the velocity test requirement referenced in Subparagraph .b.(2) of this Consent Decree; and (ii) is subject to the requirements imposed by SCAQMD Rule 1118 and 40 C.F.R. §§ 60.482-10 and 60.486(d). Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 33 of 4133 Appendix G: NSPS Subpart J Complianc e Schedule for NSPS Flaring Devices Operated by Covered Re fineries (continued)

Identification of Particular Low Volume/Low Pr essure Streams to be Routinely Combusted in Certain Baytown Refinery Flaring Devices 1. Low Volume/Low Pressure Streams to be R outinely Combusted in Baytown Flare 11 and/or Baytown Flare 14 a. Hydrocracker Unit 1 (HCU-1) • S-702 (C-708 suction knock out drum) drain • D-713 (C-708 1st stage discharge knock-out drum) drain • D-714 (C-708 2nd stage disc harge knock-out drum) drain • D-770 (C-770 1st stage suction knock-out drum) drain • D-771 (C-770 2nd stage suction knock-out drum) drain • D-772 (C-770 3rd stage suction knock-out drum) drain • D-780 (C-780 1st stage suction knock-out drum) drain • D-781 (C-780 2nd stage suction knock-out drum) drain • D-782 (C-780 3rd stage suction knock-out drum) drain D-780 • Low-point piping seal pot drains from C-770 & C-780 • D-773 (C-770 filter knock-out drum) drain • D-783 (C-780 filter knock-out drum) drain • D-771, D-772, D-781, D-782 (knock-out liquid) vents • C-780 suction drain • C-770 suction drain • S870 hydrogen comp. coalescer drain

• D-901 (water drain)

• T-810 (sample point vents)

• R-701 (sample point vent)

• D-717A (C-701 sour seal oil drain)

• D-717B (C-701 sour seal oil drain)

• S-704C (C-708 peco filter)

• D-703 (sour water sample)

• D-715 (skim line)

• D-905 (blend gas knock out)

• D-906 (blowdown header low point drain) b. FCCU 3 • C-302 (FCCU 3 wet gas compressor) s eal oil liquid collection pot drain • C-303 (FCCU 3 wet gas compressor) s eal oil liquid collection pot drain • C-301 (FCCU 3 wet gas compressor) s eal oil filtration system vent

• D-504 C (boiler pilot gas knock out)

• D-303 (slop drum vent)

• D-302 (sample point vent)

• Dopak sample points

• D-30A F-103 (fuel gas knock out) Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 34 of 4134 • D-406 F-105 (fuel gas knock out)

• D-1502 A, B, C (boiler fuel gas knock outs) c. Hydrofining Unit 9 (HU-9) • D-390 (DCU flare knock-out drum) overhead vent d. Equipment leaks and purges from component s such as pumps, compressors, valves, etc. 2. Low Volume/Low Pressure Streams to be Routinely Combusted in Baytown Flare 27
a. DCU • D-617 (residual flow from DCU flare knock-out drum) • D-612 vent (DCU blowdown settling drum) • 2 - C-601 suction lines condensib le drains (during winter months) b. PS-3/7

• D-421 (hydrocarbon containment drum)

• D-422 (hydrocarbon containment drum) c. Equipment leaks and purges from components such as pumps, compressors, valves, etc If ExxonMobil identifies any other low volume/low pre ssure stream that is routinely combusted in Baytown Flare 11, Flare 14, or Flare 27, EPA may a pprove addition of that stream to this Appendix through a non-material modification under Consent Decr ee Paragraph 269, so long as the other conditions of Subparagraph 73.a.iv are met. Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 35 of 4135 SIGNATORIES Each of the undersigned represen tatives certifies that he or sh e is fully authorized to enter into the Third Decree Amendment on behalf of su ch Parties, and to execute and to bind such Parties to this Third Decree Amendment. Th is Third Decree Amendmen t may be signed in counterparts.
Dated and entered this _______ day of __________, 200___

_______________________________ UNITED STATES DISTRICT JUDGE Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 36 of 41Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 37 of 41Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 38 of 41Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 39 of 41Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 40 of 41Case 1:05-cv-05809 Document 14-3 Filed 12/17/2008 Page 41 of 41