Exhibit 3

STATE OF CONNECTICUT

DEPARTMENT OF ENVIRONMENTAL PROTECTION

In the rna t ter of

The State of Connecticut and

Devon Power LLC

Trading Agreement

and Order No. 8219

Whereas, the Commissioner of Environmental 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-effective manner:

A. At the request and with the agreement of DP, the

Co~~issioner finds the following:

1. DP is an exempt wholesale electric generating company

with its principal place of business in Sewickley,

Pennsylvania. On December 15, 1999 DP purchased from

The Connecticut Light and Power Company and now owns

one fossil fuel-fired electric generating station,

Devon Station, at Naugatuck Avenue, Milford, ,

Connecticut ("facility").

2. At the facility, ~KG Devon Operations Inc. operates

Devon Station Unit 7, a 109 megawatt front-fired boiler

and Devon Station Unit 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 or No.

2) and/or natural 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, measures nitrogen oxide ("NOx") emissions at a

common stack from the boilers.

3. During the year 1982, prior to modifications of the

boilers' burners, combustion controls and operating

conditions, and prior to the installation of natural

gas operating capabilities, and based on Department of

Environmental Protection ("Department") approved stack

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Date:
Devon Power LLC 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") of heat input when operating on No. 6

fuel oil and 0.17 Ibs/MMBtu of heat input when

operating on No. 2 fuel oil, and the average annual NOx

emission rate for Devon Station Unit B was 0.254

Ibs/MMBtu of heat input when 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 NOx at 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 completed modifications 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

enabled DP'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 of heat input when operating on No.

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

operating on natural gas for use as discrete emission

reduction credits ("DERCs U). If DERCs are created

during the ozone season, DP may obtain approval for

such reductions for use as Budget discrete emission

reduction credits ("BDERCs").

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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

determined by 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 mandated by 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.

3 Date:

Permanent because the advanced control systems and

installation capabilities are in place and operating,

and an appropriate tracking system is in place

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monitor all data required to verify and quantify the

creation of DERCs.

Enforceable because the DERCs are approved by the

Commissioner retrospectively after the submission by DF

of the seasonal or annual report(s) that will document

their creation.

8. As documented in Attachment 1, attached to and

incorporated by reference into this Trading Agreement

and Order, 33.7 tons of ozone season NOx BDERCs and

116.5 tons of non-ozone season NOx DERCs were generated

by the boilers between December 15, 1999 and June 30,

2000.

9. Ten (10) percent of these DERCs (3.4 tons ozone season,

11.7 tons non-ozone season) are retired and permanently

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 allow DP and approved

sources within Co~~ecticut to use 30 tons of ozone season

NOx 3DERCs and 104 tons of non-ozone season NOx DERCs

referenced in paragraph A.9. of this Trading Agreement and

Order for purposes of compliance under Section 22a-174-22(j)

of the Regulations to achieve a portion of the nitrogen

oxide emission reduc.tions required by- Section 22a-174-22' of

the Regulations. DERC creation serial numbers assigned by

the Department to these approved reductions of NOy. emissions

are provided in Table 1 of this Trading Agreement and Order:

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Devon Power LLC Trading Agreement

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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 ICTOO/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 DP may be held by DP or transferred to other

persons in accordance with this Trading Agreement and Order.

C. With the agreement of DP, 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.

5 Date:

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 of heat input when operating on No. 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 of paragraph C.II. of

this Trading Agreement and Order, when

simultaneously operating on more than one fuel. DP

shall use the above referenced baseline 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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Devon Power LLC Trading p..greement

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data from an official Method 7-E stack test or CEM

data while operating on No. 2 fuel oil shall be

incorporated into the proportioned baseline emission

rate whenever the boilers are operating on No. 2

fuel oil as referenced in paragraph C.II. of this

Trading Agreement and Order and shall be retired by

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 retired by 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 season NOx

DERCs generated by DP shall be created and approved

i~ accordance. with this Trading Agreement and Order,

and shall remain valid until they are used or until

May 1, 2003, whichever occurs first.

c.Ozone Season Restrictions. The boilers 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

comply with Section 22a-174-22 of the Regulations in

accordance with paragraph C.I.a. of this Trading

Agreement and Order and the following conditions and

restrictions: 1) BDERCs shall only be generated by

the boilers from May 1 through September 30 of a

given year, 2) BDERCs shall only be used by other NOx

Budget Program sources located in Connecticut, 3)

BDERCs shall only be used to offset ozone season

excess emissions, and shall Qot be 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

of BDERCs generated during 1999, which may be used in

the 2001 ozone season. For ex~~ple, BDERCs generated

during the 1999 ozone season may be used during the

2001 ozone season. However, BDERCs generated during

the 2000 ozone season may only be used during the

2001 ozone season. BDERCs may be generated until May

I, 2003. BDERCs are subject to all DERC requirements

ts Ie '£' 6 Date , ;/;

,

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Devon Power LLC Trading Agreement

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set forth in this Trading Agreement and Order except

for those requirements pertaining solely to non-ozone

season DERCs and as otherwise may be provided.

2. DERC Use. Approved DERCs shall be acquired for

compliance with the emission standards in Section 22a174-22 of the Regulations for the period beginning

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 approved DERCs, and docQ~ent and record the

amounts of NOx emissions and DERCs used by serial

n~ber (if assigned) by the boilers each day, and shall

maintain and provide such records in accordance with

the following and Section 22a-174-4 of the Regulations,

until May 1, 2003,

a. Before the first day of each month, calculate

projected worst case DERCs required for that

calendar month as follows:

DERCs (tons) = ([estimated worst case NOx emission

rate in lbs/MMBtu - ((0.95) x (NOx MCT limit or

proportioned emission rate calculated pursuant to

Section 22a-174-22 (f) (2) (A) of the Regulations in

lbs/MM3tu») x (Estimated fuel use in MMBtu» +

2000 pounds.

7 Date:

b. Acquire sufficient aooroved DERCs no later than

the first day of each month to assure compliance

with the emission standards in Section 22a-174-22

of the Regulations for, at a minimum, that

calendar month. With the exception of BDERCs,

excess DERCs from previous months can be applied

to subsequent months. 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 each month.

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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 averagef exceeding the NOx RACT

limit, calculate the amount of DERCs used, as

follows:

DERCs (tons) = ([(CEM-recorded NOx daily

average emission rate in lbs/MMBtu*)

((0.95) x (NOx RACT limit or proportioned

emission rate calculated pursuant 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 calculated pursuant 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 program review, and if the Commissioner

deems it appropriate, the Commissioner may 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.

8 Date:

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.

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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 of DERCs 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 of barrels, 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); and DERCs 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 the boilers, OF shall include missing

data calculated in accordance with missing data

substitution procedures under 40 CFR Part 75.

jScR 9 Date:

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.

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Commissioner, a record of each sale or other transfer,

and use of any and all 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 of all OERCs used (including serial numbers

(if assigned) and approved DERCs generated and/or

purchased from other facilities), generated and/or

approved for the previous calendar year. These reports

shall be on a form prescribed by the Commissioner.

This reporting may cease if a central registry is

approved by the Commissioner. Should D? choose to

discontinue the generation of DERCs, OF shall notify

the Commissioner in writing upon discontinuance.

7. In order to consider CEM-recorded NOx emission rates

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 Trading Agreement 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 Commissioner within thirty (30)

days of receipt of a written request from the

Commissioner.

9. Upon sufficient documentation, as determined by the

Commissioner, that DP has 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 and Order, the

Commissioner may pr?vide written approval of DERCs

generated by OF retrospectively, in addition to those

approved in paragraph 3. of this Trading Agreemenc and

Order. Requests for approval of all subsequent DERCs

generated shall be' submitted in writing to the

Commissioner. Approved DERCs generated by DP may be

held or transferred to other persons. Such DERCs shall

remain valid until they are used or until May 1. 2003.

whichever occurs first.

10. to generate additional DERCs.

Initials:

Should DF choose

10 Date:

reports

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Devon Power LLC Trading Agreement

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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 ((proportioned baseline 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 sum by 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 calculated pursuant 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

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Devon PO"Jer LLC Trading Agreement

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12/18/98 which is attached to and incorporated by

reference into this Trading Agreement and Order as part

of Attachment 1.

4 An additional ten (10) percent of a~l DERCs (tons)

generated by the boilers shall also be retired by the

facility and permanently removed 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

from DP's NOx Budget Program compliance account upon

such use. Allowances shall be considered used 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 of Connecticut

NOx allowance retirement account.

13. Approvals. DF shall use best efforts to submit to the Co~ss10ner all documents required by this Trading Agreement and Order in a complete and approvable form.

If the Commissioner notifies DP that any document or

other action is deficient, and does not approve it with

conditions or modifications, it is deemed disannroved,

and DP shall correct the deficiencies and resubmit it

within the time specified by the COill~issioner or, if no

time is specified by the Commissioner, within 30 days of

the Commissioner's notice of deficiencies. In approving

any document or other action under this Trading Agreement and Order, the Commissioner may approve the

document or other action as submitted or Derformed or

with such conditions or modifications as the

Commissioner deems necessary to carry out the purposes of this Trading Agreement and Order. Nothing in this

paragraph shall excuse noncompliance or delay.

14. Definitions. As used in this Tradin~ A~reement and

order, ·Commissioner- means the CO~SS10ner or a

representative of the Commissioner; nOzone season n

means the period from May 1 through September 30 in any given calendar year; "NOx R.ll.CT" means NOx Reasonably Available Control Technology. The date of "issuance- of

this Trading Agreement and Order is the date the Trading Agreement and Order is deposited in the U.S. mail or

personally delivered, whichever is earlier.

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Devon Power LLC Trading Agreement

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13 Date:

15. Dates. The date of submission to the Commissioner of

any document required by this Trading Agreement and

Order shall be the date such document is received by ~he

Commissioner. The date of any notice by the

Commissioner under this Trading Agreement and Order,

including but not limited to notice of approval or

disapproval of an¥ 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

Order means calendar day. Any document or action which

is required by this Trading Agreement and Order to be

submitted or performed by a date which falls on a

Saturday, Sunday or 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 of documents. Any document, including but

not I~m~ted to any not~ce, which is required to be

submitted to the Commissioner under this Trading Agreement and Order shall be si~ed by DP or, if DP is

not an individual, by DP's chier executive officer or a

duly authorized re~resentative of such officer, as those

terms are defined ~p §22a-430-3 (b) (2) of the Regulations of Connecticut State Agencies, and by the individual(sl responsible for actually preparing such document, and DP

or DP's chief executive officer and each such individual

shall certify in writing as follows: "I have personally exa~ined and am familiar with the information submitted

in this document and all attachments thereto, and I

certify, based on reasonable investi~ation, including my inquiry of those individuals respons~ble for obtaining the information, that the submitted information is true,

accurate and complete to the best of my knowledge and

belief. I understand that any false statement made in

the submitted information is punishable as a criminal

offense under §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 addressed herein, and is nonappealable and

immediately enforceable. Failure to comply with this

Trading Agreement and Order may subject DP to an

injunction and penalties.

18. False statements. Any false statement in any information SUDm~tteO pursuant to this Trading Agreement and Order

is punishable as a criminal offense under §53a-157b of

the Connecticut General Statutes and any other

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Devon Power LLC Trading Agreement

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applicable law.

19.Notice of transfer; liability of DP. 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 any portion of the facility, the

operations, the site or the business which is the subject of this Trading Agreement and Order or after obtaining a

new mailing or location address. OP's obligations under

this Trading Agreement and Order shall not be affected by the passage of title to any property to any other person

or municipality.

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 or abate violat~ons of law, prevent or abate

pollution, recover costs and natural resource d~~ges, and

to impose penalties for past, present, or future

violations of law. If at any time the Commissioner

determines that the actions taken by D? pursuant to this

Trading Agreement and Order have not successfully corrected all violations, fully characterized the extent

or degree of any pollution, or successful~y abated or

prevented pollution, the Commissioner may institute any oroceeding to require DF to undertake further

Investigation or further action to prevent or abate

violations or pollution.

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 and Order and no action or inaction by the Com~issioner shall be construed to constitu~e an

assurance by the Co~~issioner that the actions taken by DP ~ursuant to this Trading Agreement and Order will result ~n compliance or prevent or abate pollution.

23.Access to facilitr

. fu'y representative of the Department o~ ~nv~rolli"enta~ rotection may enter the facility without

prior notice for the purposes of monitoring and enforcing the actions required or allowed by this Trading Agreement and Order.

24.No effect on rights of other persons. This Trading Aqreement and Order ne~ther creates nor affects any rights

or persons or municipalities that are not parties to this

Trading Agreement and Order.

25.No Creation of Property Rights.

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This Trading Agreement

Date -3)10,;;.
Devon Power LLC Trading Agreement

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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 of noncompliance. 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 and propose, 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 stated by

the Com~issioner in writing.

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"of Environmental Protection

Bureau of Air Mana~ement . Emissions and Cred~t Trading Section

79 21m Street

Hartford, Connecticut 06106-5127

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Devon Power LLC Trading Agreement

and Order No. 8219

DP consents to the issuance of this Trading Agreement and Order

without further notice. The undersigned certifies that he/she is

fully authorized to enter into this Trading Agreement 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 of the

Signature:

Type Name:

Type Title:

Date:

s;;~Rde:J _

\flee @ldeOt

, 2002.

Jr.

CITY OF MILFORD LAND RECORDS ~~ILED CERTIFIED ~~IL, RET~~ RECEIPT REQUESTED

Certified Document No.

16