Exhibit3


# STATE OF CONNECTICUT DEPARTMENT OF ENVIRONMENTAL PROTECTION

In the rnatter of

The State ofConnecticut and

Devon Power LLC Trading Agreement and Order No. 8219



### Whereas, the CommissionerofEnvironmental Protection (·Cominissioner") and Devon Power LLC ("D?") agree that it is in 

### the public interest that they work cooperatively to improve the air quality within the State of Connecticut and that the use of 

### emission reduction trading will achieve this result in a timely 

### and cost-effectivemanner:

A. At the request and with 

### the agreement of DP, the**Co~~issioner** finds the following:



### 1. DP is an exemptwholesale electric generating company with its 

### principal place ofbusiness in 

### Sewickley, Pennsylvania. OnDecember 15, 1999 DP purchased from The Connecticut Light and Power Company and now owns
one fossil fuel-fired electric generating station, Devon Station, atNaugatuck Avenue, Milford,
, Connecticut ("facility").

2. At the facility,**~KG** 

### Devon Operations Inc. operates Devon StationUnit 7, a 109 megawatt front-fired boiler andDevon StationUnit 8, 

### a 109 megawatt front-fired boiler, Connecticut Registration Numbers 105-0055 and 105-0058 respectively, ("boilers"). The boilers have the dual capacity to operate on fuel oil (No. 6 

### orNo. 2) and/ornatural gas. No.2 fuel oil is used primarily as an'ignition fuel as part of the start-up procedure. A

### continuous emission's monitor (·CEl:1"), 

### certified to 40 

### Code of Federal Regulations ("CPR"') 

### Part 75, 

### measuresnitrogen oxide ("NOx") emissions at a


### common stack fromthe boilers.

3. 

### During the year 1982, prior to modifications of the boilers' burners, combustion controls and operating conditions, andprior to the installation ofnatural gas operating capabilities, andbased on Department of Environmental Protection ("Department") approved stack

Initials: (Printed on Recycled Paper) 19 Elm Slleet •**H~rtford.** CT 06106·5121 hllp:/ldep.$lale.ct.us JIll F.qutlf**ODtl(lTl/lni,~** ,:

...",

...._- 

### Date:Devon PowerLLC Trading Agreement and Order No. 8219

test data and AP-42 emission factor data, the average annual NOx emission rate for Devon Station Unit 7 was 0.267 pounds per million 3ritish thermal units ("lbs/MMBtu") ofheat input when operating on No. 6 fuel oil and 0.17 Ibs/MMBtu ofheat input when operating on No. 2 fuel oil, and the average annual NOx emission rate for Devon Station Unit Bwas 0.254 Ibs/MMBtu of heat inputwhen operating on No.6 fuel oil and 0.17 lbs/MMBtu of heat input when ope!ating on No.2 fuel oil. On and after May 31, 1993, the Regulations of Connecticut State Agencies (-Regulations-) require that the boilers emit NOxat a rate no greater than 0.25 lbs/MMBtu of heat input (24- hour average) when operating on No.6 fuel oil and 0.20 Ibs/MMBtu of heat input (24-hour average) when operating on No. 2 fuel oil or natural gas.

4. In January 1994, The**Cop~ecticut** Light and Power Company completedmodifications on both boilers' burners and combustion controls and began to test and adjust operating conditions, thereby reducing the boilers' NOx emission rates below their allowed and actual baseline emission rates. Natural gas operating capabilities were installed at the facility by August, 1994 to provide further reductions of NOx emissions. Such modifications and installation capabilities enabledDP's boilers to frequently meet and operate below the**e~ssion** limitation specified in Section 22a174-22{e) of the Regulations.

5. On and after December 15, 1999; DP may obtain approval of actual reductions in NOx emissions, generated by operating the boilers at a rate which is below 0.25 Ibs/MMBtu of·heat input when operating on.No. 6 fuel oil, 0.17 lbs/MMBtu ofheat input when operating on No. 2 fuel oil and 0.20 lbs/MMBtu ofheat input when operating on natural gas for use as discrete emission reduction credits ("DERCsU ). IfDERCs are created during the ozone season, DPmay obtain approval for such reductions for use as Budget discrete emission reduction credits ("BDERCs").

Initials: 2 Date:Devon Power LLC TradingAgreement and Order No. 8219

6. Pursuant to Section 22a-174-22(j) of the Regulations, DF intends to acquire and generate approved DERCs until May 1, 2003 at the facility. Approved DERCs are defined for purposes of this Trading**Agre~~ent** and Order as those for which the Commissioner has provided written authorization for use in compliance with Section 22a-174-22 of the Regulations. DP will acquire approved DERCs monthly on an as-needed basis, as determinedby actual NOx emissions in the event that the 24-hour average of actual NOx emissions exceeds the NOx emission limitations of Section 22a-174-22(e) of the Regulations.

7. When properly documented by DP, and approved by the Commissioner, the reductions in NOx emissions identified above, and as computed in accordance with the terms of this Trading Agreement and Order, will conform to the requirements of Section 22a-l74-22(j)(3) of the Regulations. Specifically, the reductions will be:

Real because they result in a reduction of actual emissions released into the air, net of any consequential increase in actual emissions resulting from shifting demand. The emission reductions are properly measured, recorded and reported.

Quantifiable because they are based on continuous emission monitoring data as applied in an appropriate reliable and replicable protocol, providing the rate and total mass amount of reduction.
'Surplus because they are not required by any Connecticut statute or regulation mandatedby a current State Implementation Plan ("SIP"), and are not currently relied upon in any applicable attainment plan, 

### any reasonable further progress plan or milestone demonstration.

Date: 3 Permanent because the advanced control systems and installation capabilities are in place and operating, and an appropriate tracking system is in place

Initials:Devon Power LLC 

### TradingAgreement and Order No. 8219

monitor all data required to verify and quantify the creation ofDERCs.

Enforceable because the DERCs are approvedby the Commissioner retrospectively after the submissionby DF 

### of the seasonal or annual report(s) that will document their creation.

8. 

### As documented in Attachment 1, 

### attached to and incorporatedby reference into this TradingAgreement and Order, 33.7 

### tons of ozone seasonNOx BDERCs and 116.5 

### tons ofnon-ozone season NOx DERCs were generated by the boilers betweenDecember 15, 1999 andJune 30, 2000.

9. 

### Ten (10) 

### percentof these DERCs (3.4 

### tons ozone season, 11.7 tons non-ozone season) are retired andpermanently removed from all calculations to assure a benefit to the environment. The total available for use, after rounding down to the nearest whole number for annual serial**assigTh~ent** 

### purposes, is 134 

### DERCs (30 

### tons ozone season, 104 

### tons non-ozone season).

3.1. 

### The Commissioner, in accordance with the pr?visions of this Trading Agreement and Order, pursuant to Section 22a-174- 22{d)(3) 

### of the Regulations. will allowDP 

### and approved

sources within**Co~~ecticut** 

### to use 30 tons of ozone season NOx3DERCs and 104 

### tons ofnon-ozone season NOxDERCs referenced 

### in paragraphA.9. of this Trading Agreement and Order for purposes ofcomplianceunder Section 22a-174-22(j) of the Regulations to achieve a portion of the nitrogen oxide emission reduc.tions requiredby-Section 22a-174-22'of the Regulations. DERC creation serial numbers assigned by 

### the Department to these approved reductions ofNOy. emissions

areprovided 

### in Table 1 of 

### this Trading Agreement andOrder:

Initials: 4 

### Date:Devon Power LLC TradingAgreement and Order No. 8219

TABLE 1

DP DERC Serial Numbers Year Tons

## I Ozone Season Tons

## I Non-ozone Season 1999 0 

### I N/A 10 CT99/8219(DC)NOxnoz1 10 2000 30

# I CTOO/8219(BDCINOxozl- 94**CTOO/8219(DC)NO~~ozl** 94 30

3.2. Ozone season 3DERCs may be generated and used in accordance with this Trading Agreement and Order.

B.3. Upon sufficient documentation as prescribed below, the Commissioner may provide written approval of the generation of additional DERCs by DP retrospectively. Approved DERCs generated by DPmay be held by DP or transferred to other persons in accordancewith this Trading Agreement and Order.

C. With the agreement ofDP, the Commissioner, acting under Sections 22a-6, 22a-171, 22a-174, 22a-176, and 22a-177 of the Connecticut General Statutes, orders D? as follows:

1. DERC generation.

Date: 5 a. For purposes of generating DERCs from the boilers at the facility, DP shall use 0.25 Ibs/MVwtu of heat input .when operating on No.6 fuel oil, 0.17 lbs/MMBtu ofheat input when operating onNo. 

### 2 fuel oil and 0.20 lbs/MMBtu of heat input when operating

on natural gas as the baseline emission rates for the boilers, or the proportioned baseline emission rate set forth.in footnote 2 ofparagraph C.II. of this Trading Agreement and Order, when simultaneously operating onmore than one fuel. DP shall use the above referencedbaseline emission rate{s) when calculating the proportioned baseline emission rate. Wnen calculating DERCs, DP shall use the lower of daily total CEM-calculated MMBtu value

or actual fuel usage data for the boilers in MMBtu/day, when determining heat input. The ten (10) percent uncertainty discount due to not having 

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Initials:Devon PowerLLC Tradingp..greement and Order No. 8219

Initials: data from an official Method 7-E stack test orCEM datawhile operating on No. 2 fuel oil shall be incorporated into the proportionedbaseline emission rate whenever the boilers are operating on No. 2 fuel oil as referenced in paragraph C.II. of this TradingAgreement and Order and shall be retiredby the facility and permanently removed from all calculations on a daily basis. 

### An additional ten (10) percent of all DERCs (tons) generated by the boilers shall be retiredby the facility and permanently removed from all calculations on a daily basis to assure a benefit to the environment.

b. Non-ozone Season Restrictions. Non-ozone seasonNOx DERCs generatedby DP shall be created and approved**i~** accordance.with this TradingAgreement and Order, and shall remain validuntil they are used oruntil May 1, 2003, whichever occurs first.

c.Ozone Season Restrictions. Theboilers are subject to Section 22a-174-22a of the**Regul~tions (~NOx**  Budget Program·) in 1999 and every year thereafter. The boilers may generate ozone season BDERCs to complywith Section 22a-174-22 of the Regulations in accordance withparagraph C.I.a. of this Trading Agreement and Order and the following conditions and restrictions: 1) BDERCs shall only be generated by the boilers fromMay 1 through September 30 of a given year, 2) BDERCs shall onlybe used by otherNOx Budget Program sources located in Connecticut, 3) BDERCs shall only be used to offset ozone season
excess emissions, and shall Qotbe used for compliance during the.non-ozone season; and 4) BDERCs generated during a given year shall only be used during the following ozone season, with the exception ofBDERCs generated during 1999, whichmay be used in the 2001 ozone season. For**ex~~ple,** BDERCs generated during the 1999 ozone season maybe used during the 2001 ozone season. However, BDERCs generated during the 2000 ozone season may onlybe used during the 2001 ozone season. BDERCs may be generated until May I, 2003. BDERCs are subject to all DERC requirements 

# tsIe

# '£' 6 Date, ;/;

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,Devon Power LLC 

### TradingAgreement and Order No. 8219



### set forth in this Trading Agreement and Order except for those requirements pertaining solely to 

### non-ozone
season DERCs and as otherwisemaybe provided.

2. DERC Use. Approved DERCs shall be acquired for compliancewiththe emission standards in Section 22a174-22 of the Regulations for theperiodbeginning December 15, 1999 and continuing until DP achieves permanent compliance for the boilers with the emission standards in Section 22a-174-22(e) of the Regulations

or until May 1, 

### 2003, whichever occurs first. DP shall acquire approvedDERCs, and**docQ~ent** 

### and record the amounts ofNOx emissions and DERCs usedby serial**n~ber** 

### (ifassigned) by the boilers each day, and shall maintain andprovide such records in accordance with the following and Section 22a-174-4 of the Regulations, until May 1, 2003,



### a. Before the first day ofeachmonth, calculate projectedworst case DERCs required for that calendar month as follows:

DERCs (tons) 

## =([estimatedworst caseNOx emission
rate in lbs/MMBtu

- 

### ((0.95) x (NOx 

### MCT limit or proportionedemission rate calculatedpursuant to Section 22a-174-22(f)(2)(A) of the Regulations in lbs/MM3tu») x 

### (Estimated fuel use in MMBtu» + 2000 pounds.



### Date: 7 

### b. Acquire sufficient aooroved DERCs no later than the first day of eachmonth to assure compliance with the emission standards in Section 22a-174-22 of the Regulations for, at a minimum, that calendarmonth. With the exception ofBDERCs,

excess DERCs fromprevious months can be applied to subsequentmonths. BDERCs are subject to the limitations set forth in paragraph C.l.c.· of this Trading Agreement and Order. At a**rninimlli~,** 

### DERes required shall be adjusted upwards by 100% if DERCs are not 

### in DP's possession prior to the first day of

### eachmonth.

Initials:Devon Power LLC TradingAgreement and Order No. 8219

c. No later than the twentieth day of each month, calculate DERCs used in the preceding calendar month, as follows:
(l) For the boilers on each day, deter.mine whether the 24-hour average NOx emission rate* is less than the baseline emission rate
or greater than the NOx RACT limit.
(2) When the boilers have a daily NOx**a~ission** rate (24-hour averagefexceeding theNOx RACT limit, calculate the amount of DERCs used, as follows:



### DERCs (tons) 

## =([(CEM-recordedNOx daily
average emission rate in lbs/MMBtu*) ((0.95) x (NOx RACT limit or proportioned emission rate calculatedpursuant to Section 

### 22a-174-22(f)(2)(A) of the Regulations in lbs/MM3tu»] x (actual fuel use in MM3tu)} + 

### 2000 pounds.

*This rate shall be calculatedpursuant to the methodology described 

### in 40 CFR Part 75.

d. Maintain documentation to attest to the fact that DERCs used during the ozone season were generated during the ozone season. Generator certification of this fact shall be sufficient.

e. After full programreview, and if the Commissioner deems it appropriate, the Commissionermay allow the survival and use of approved DERCs beyond April 30, 2003, subject to the limitations set forth in paragraph C.l.c. of this Trading Agreement and Order.

Date: 8 Pursuant to Section 22a-174-22(d) (3) of the Regulations, 

### DP may use NOx allowances, pursuant to Section 22a-174-22{j) of the Regulations to 

# lap. • c.

Initials:Devon Pm'l1er LLC Trading Agreement and Order No. 8219

achieve all or a portion of the reductions required by Section 22a-174-22 of the Regulations

.



### .**~1Y** allowance used for compliance with Section 22a-174-22(e) of the Regulations shall be subject to all restrictions and/or requirements applicable to DERCs contained**i~** this Trading Agreement and Order.

3. DP shall maintain records for the boilers showing daily NOx mass emissions, and actual NOx emission rates (24- hour average). DP shall also maintain records shot-ling

a daily total of all DERCs generated net of the applicable uncertainty and environmental discounts.

4. In requesting approval ofDERCs generated by the boilers, DP shall provide documentation containing a sample spreadsheet with calculation formulas used to determine reported numbers; monthly operating reports of actual fuel usage including the fuel 3TU content,**nlli~er** 

### ofbarrels, gallons, and cubic feet used for each fuel type; daily MMBtu for each fuel type and actual heat input based upon CEM-recorded data; daily weighted and unweighted actual NOx emission rates (24- hour average); andDERCs generated using the baseline emission rate(s), or the proportioned baseline emission rate referenced

### in paragraph C.l. of this Trading Agreement and Order, net of the applicable uncertainty and**envirop~ental** discounts.

5. wben the daily CEM-recorded NOx emission rate is used to calculate DERCs generated by the boiler, DP shall not include missing data calculated**i~** accordance with any missing data substitution procedures, including those allowed under 40 CFR Part 75. When the daily CEM-recorded NOx emission rate is used to calculate DERCs used by theboilers, OF shall include missing data calculated in accordance with missing data substitution procedures under 40 CFR Part 75.

Date: 9 

# jScR No later than March 1 of every year after issuance of

this Trading Agreement and Order, 

### DP shall include with the**~rillual** Emission Statement provided to the 6.

Initials:Devon Power LLC TradingAgreement and Order No. 8219

Commissioner, a record of each sale or other transfer, and use ofany andall of the DERCs approved within and subsequent to issuance of this Trading Agreement and Order until all such DERCs have been used. DP shall also include actual NOx emissions from the boilers, and the amount ofall OERCs used (including serial numbers (ifassigned) andapproved DERCs generated and/or purchased from other facilities), generatedand/or approved for theprevious calendaryear. These reports shall be on a formprescribedby the Commissioner. This reporting may cease if a central registry is approved by the Commissioner. ShouldD? choose to discontinue the generation of DERCs, OF shall notify the Commissioner in writing upon discontinuance.



### 7. In order to considerCEM-recordedNOx emissionrates valid for DERC approval, all NOx and C02/02 CZMs must comply with 40 Code of Federal Regulations Part 75.

8. D? shall**retai~** records and supporting documentation as described in this TradingAgreement and Order for a minimum of five years, commencing on the date such records were created. 

### DF shall provide the records specified above to the Commissionerwithin thirty (30) days of receipt of a written request from the Commissioner.

9. Upon sufficient documentation, as determinedby the Commissioner, thatDPhas met the requirements of paragraphs C.l., C.2., C.3, C.4., C.S., C.?, C.10., and C.II., of this Trading Agreement andOrder, the Commissionermay pr?vide written approval ofDERCs generatedby 

### OF retrospectively, in addition to those approved in paragraph 3. of this TradingAgreemenc and Order. Requests for approval ofall subsequentDERCs generated shall be'submitted in writing to the Commissioner. ApprovedDERCs generatedby DP may be held or transferred to otherpersons. SuchDERCs shall remain validuntil they are used or until May 1. 2003. whichever occurs first.

to generate additional DERCs. 10.

Initials: Should

### DF choose

10 Date: reports 

# ihciDevon Power LLC TradingAgreement and Order No. 8219

documenting these DERCs shall be submitted to the Commissioner on an ozone season, non-ozone season (January through April and/or October through December)

or annual basis. Such reports shall be compiled on a monthly basis and shall be submitted at least on an annual basis.

11. When the boilers have daily NOx emissions below the applicable baseline emission rate(s), or the proportioned baseline emission rate, 

### DP shall calculate the amount of DERCs generated as follows:

DERCs (tons) 

## = {[Total heat input1 of all fuels in MMPtu

x ((proportionedbaseline emission rate2) - (the CEMrecorded NOx emission rate)))] + 2000 lbs/ton x (0.90).4

1 Heat input shall be calculated using 

### the lower of

### CEMrecorded data or actual fuel usage data in MMBtu per unit of fuel combusted.

2 This rate shall be calculated by l)multiplying the heat input of each fuel combusted by the baseline emission rate(s) for such fuel; 2)**sWTh~ing** those products; and 3) dividing the sumby the total heat input. If the boilers are operating exclusively on one fuel, DP may replace the proportioned baseline emission rate with the applicable baseline emission rate, for that fuel. The ten (10) percent uncertainty discount due to not having data from an o£ficial Method 7-E stack test or**C~~** data while operating on No. 2 fuel oil shall be incorporated into the proportioned baseline emission rate**when~ver** the boilers are operating on No. 2 fuel 

### oil.

) This rate shall be calculatedpursuant to the methodology described in 40 Code of Federal Regulations Part 75 and weighted pursuant to the Department of Environmental Protection's

### policy statement entitled "Guidance for Calculation of Emission Reduction Credits and Determination of Compliance with NOx RACT for Sources Subject to 40 CrR (Acid aain Sources)" dated

Initials: 

### 11 Date:

### Devon PO"Jer

### LLC Trading Agreement and Order No. 8219



### 12/18/98 which is attached to and incorporatedby reference into this Trading Agreement and Order as part ofAttachment 1.

4 An 

### additional ten (10) percent of**a~l** 

### DERCs (tons) generatedby the boilers shall also be retiredby the facility andpermanentlyremoved from all calculations

on a daily basis to assure a benefit to the environment.

12. Each allowance used for compliance with Section 22a-174- 22 of the Regulations shall be equivalent to one discrete emission reduction credit and shall be deducted fromDP's NOxBudget Programcompliance account upon suchuse. Allowances shall be consideredused for compliance with Section 22a-174-22 of the Regulations when they are transferred from the facility's compliance account or overdraft account to a State ofConnecticut NOx allowance retirement account.

13. Approvals. DF shall use best efforts to submit to the**Co~ss10ner** 

### all documents requiredby this Trading Agreement andOrder 

### in a complete and approvable form. If the Commissionernotifies DP that any document or other action is deficient, and does not approve it with conditions ormodifications, it is deemed disannroved, andDP shall correct the deficiencies andresubmit it within the time specifiedby the**COill~issioner** 

### or, ifno time is specifiedby the Commissioner, within 30 

### days of the Commissioner's notice ofdeficiencies. In approving any document or other action under this Trading Agreement and Order, the Commissionermay approve the document or other action as submittedorDerformed or with such conditions ormodifications as the Commissioner deems necessary to carry out the purposes of this Trading Agreement and Order. Nothing 

### in this paragraph shall excuse noncompliance ordelay.
14. Definitions. As used in this**Tradin~ A~reement**  

### and order, ·Commissioner- means the**CO~SS10ner** 

### or a representative of the Commissioner; nOzone seasonn
means the period fromMay 1 through September 30 

### in any 

### given calendaryear; "NOx R.ll.CT" means NOx Reasonably Available Control Technology. The date of "issuance- of this TradingAgreement and Order is the date the Trading Agreement andOrder is deposited in the U.S. mail or personally delivered, whichever is earlier.

Initials: 12 

### Date:Devon Power LLC 

### TradingAgreement and Order No. 8219



### Date: 13 

### 15. Dates. The date of submission to the Commissioner of any document requiredby this Trading Agreement and Order shall be the date such document is receivedby**~he** 

### Commissioner. The date of any notice by the Commissionerunder this Trading Agreement and Order, including but not limited to notice of approval or disapproval ofan¥ document or other actIon, shall be the date such**not~ce** 

### is deposited in the U.S. mail or is personally delivered, whichever is earlier. Except as otherwise specified in this Trading Agreement and Order, the word "day" as used in this Trading Agreement and Ordermeans calendar day. Any document oraction which is requiredby this Trading Agreement andOrder to be submitted orperformedby a date which falls on a Saturday, Sundayor a Connecticut or federal holiday shall be submitted or·performed

# Dr the next day which is not a Saturday, Sunday·or Connectlcut or federal holiday.
16. Certification ofdocuments. Any document, includingbut not**I~m~ted** 

### to any**not~ce,** 

### which is required to be submitted to theCommissionerunder this Trading Agreement and Order shall be**si~ed** 

### byDP or, ifDP is not an individual, byDP's chier executive officer ora duly authorized**re~resentative** 

### of suchofficer, as those terms are defined**~p** 

### §22a-430-3(b) (2) of the Regulations ofConnecticut State Agencies, andby the individual(sl responsible for actually preparing suchdocument, andDP
or DP's chiefexecutive officer and each such individual shall certify inwriting as follows: "I have personally**exa~ined** 

### and am familiar with the information submitted in this documentand all attachments thereto, and I certify, based onreasonable**investi~ation,** 

### includingmy inquiry of those individuals**respons~ble** 

### for obtaining the information, that the submitted information is true, accurate and complete to thebest ofmy knowledge and belief. I understand that any false statementmade in the submitted information is punishable as a criminal offenseunder §53a-157b of the Connecticut General· Statutes and·any**othe~** 

### applicable law."
17. Noncompliance. This**Tradin~** 

### Agreement and Order is a r1naI order or the**Commiss~oner** 

### with respect to the matters addressedherein, and is nonappealable and immediately enforceable. Failure to comply with this Trading Agreementand Ordermay subject DP to an injunction andpenalties.
18. False statements. Any false statement in any information**SUDm~tteO** 

### pursuant to this Trading Agreement and Order is punishable as acriminal offense under §53a-157b of the Connecticut General Statutes and any other

Initials: •Devon Power LLC 

### TradingAgreement and Order No. 8219

applicable law.
19.Notice of transfer; liability ofDP. Until OP has fully**compI~ed w~th** **tn~s Trad~ng**  

### Agreement and Order, OP shall notify the Commissioner in writing no later than 15 days after transferring all or anyportion of the facility, the operations, the site 

### or the business which is the subject of this Trading Agreement and Order or after obtaining a newmailing or location address. OP's obligations under this TradingAgreement and Order shall not be affectedby thepassage of title to anyproperty to any otherperson ormunicipality.
20.Commissioner's powers. Nothing in this Trading Agreement
ana Order**sha~I** 

### arrect the Commissioner'S authority to institute any**proceedin~** 

### or take any other action to prevent orabate**violat~ons** 

### oflaw, prevent or abate pollution, recovercosts andnatural resource**d~~ges,** 

### and to imposepenalties for past, present, or future violations of law. If at any time the Commissioner determines that the actions takenby D?pursuant to this Trading Agreement and Orderhave not successfully corrected all violations, fully characterized the extent or degree of any pollution, or**successful~y** 

### abated or preventedpollution, the Commissionermay institute any oroceeding to require DF to undertake further Investigation or further action to prevent or abate violations orpollution.
21.DP's obligations under law. Nothing in this Trading Agreemenc and Order snaIL relieve DP of other obligations under applicable federal, state and local law.
22.No assurance by Commissioner. No provision of this**Trad~ng** 

### Agreement andOrder andno action or inaction by 

### the**Com~issioner** 

### shall be construed to**constitu~e** 

### an assuranceby the**Co~~issioner** 

### that the actions takenbyDP**~ursuant** 

### to this TradingAgreement and Order will result**~n** 

### compliance or prevent or abate pollution.
23.Access to facilit

# r. fu'y representative of the Department**o~ ~nv~rolli"enta~**  

### rotectionmay enter the facility without priornotice for the purposes ofmonitoring and enforcing the actions required or allowedby this Trading Agreement and Order.
24.No effect on rights of otherpersons. This Trading Aqreement and Order**ne~ther** 

### creates nor affects any rights
or persons ormunicipalities that are not parties to this Trading Agreement and Order.
25.No CreationofProperty Rights.

Initials: 14 

### This Trading Agreement

Date 

# -3)10,;;.Devon Power LLC Trading Agreement and Order No. 8219

and Order does not create any property rights with respect to these DERCs.

26:Notice to Commissioner of changes. Within 15 days of the date DP becomes aware of a cnange in any information
, submitted to the Commissioner under this Trading Agreement and Order, or that any such information was inaccurate or misleading or that any relevant information was omitted, DP shall submit the correct or omitted information to the Commissioner.

27.Notification ofnoncompliance. In the event that DP Decomes aware**~nac ~~** **Q~a** noc or may not**com~ly,** or did not or may not comply on time, with any requ4rement of this Trading Agreement and Order or of any document required hereunder, DP shall immediately notify by telephone the individual identified 

### in the next paragraph and shall take all reasonable steps to ensure that any noncompliance or delay is avoided or, if unavoidable, is minimized to the greatest extent possible. Within five (5) days of the initial notice, DP shall submit in writing the date, time, and duration of the noncompliance and the
reasons for the noncompliance or delay andpropose, for the review and written aooroval of the Commissioner, dates by which compliance will-be achieved, and DP shall comply with an¥ dates which**~~y** be approved in writing by the**Co~~iss~oner.** Notification by DP shall not excuse noncompliance or delay, and the Commissioner's approval of any compliance dates proposed shall not excuse noncompliance or delay unless specifically so statedby the**Com~issioner** inwriting.
28.Submission of**doclli~ents. ~~y**  document required to be**suom~tted** co tne**comrn~ssioner** under this Trading Agreement and Order shall, unless otherwise specified in this Trading Agreement and Order or in writing by the Commissioner, be directed to: Wendy Jacobs Deoartment"ofEnvironmental Protection Bureau ofAir**Mana~ement** . Emissions and**Cred~t** Trading Section 79 21m Street Hartford, Connecticut 06106-5127

Initials: 

### 15 Date:Devon Power LLC 

### Trading Agreement and Order No. 8219

DP consents to the issuance of this Trading Agreement andOrder without further notice. The undersigned certifies that he/she is fully authorized to enter into this TradingAgreement and Order and to legally bind DP 

### to the terms and conditions of the 

### Trading Agreement and Order.

Environmental Protection ort Issued as a final order ofthe Signature:

Type 

### Name:
Type Title:

Date:

# s;;~ Rde:J

_ \flee @ldeOt

, 2002.

Jr.



### CITYOFMILFORDLAND RECORDS**~~ILED** CERTIFIED**~~IL, RET~~**  RECEIPT REQUESTED 

### Certified Document No.

16