## STATE OF CONNECTICUT DEPARTMENT OF ENVIRONMENTAL PROTECTION

State of Connecticut and NRG Energy, Inc., Middletown Power LLC, NRG Middletown Operations Inc., Montville PowerLLC, NRG Montville Operations inc., Norwalk Power LLC, NRG Norwalk Harbor Operations Inc. Connecticut Jet Power LLC Trading Agreement and Order No. 8300

WHEREAS, the Commissioner of Environmental Protection ("Comlnissioner") and NRG Energy, Inc. et al. ("Respondents") agree that the Commissioner may issue a permit or order to allow emissions trading in accordance with Section 22a-174-22(j) of the Regulations of Connecticut State Agencies ("Regulatio~as") as a method of compliance with Section 22a-174-22 of the Regulations:

A. At the request and with the agreement of Respondents, the Commissioner finds the following:

I. This Trading Agreement and Order supersedes Trading Agreement and Orders 8180 through 8184, 8251 and all subsequent modifications thereto. 2. Respondents own and operate electricity generation facilities in Connecticut ("facilities").

3. At the facilities, Respondents operate the emission units described in Tables 1-3 below, which are subject to Section 22a-174-22 of the Regulations of Connecticut State Agencies ("Regulations") pertaining to the control of Nitrogen Oxide (NOx) emissions. 4. For the purposes of this Trading Agreement and Order, the following definitions shall apply:

Allowable Emission Limit (AEL): the applicable NOx emission limit set forth in Section 22a-174-22(e) or Section 22a-174-22(f) of the Regulations corresponding to the emission traits described in Tables 1-3 of this Trading Agreement and Order Allowance: CAIR NOx Ozone Season allowance originally allocated to a CAIR NOx Ozone Season m~it, as defined in Section 22a-174-22c of the Regulations, located in the State of Connecticut or a NOx allowance designated specifically for compliance during Ozone Season comrol periods and allocated to a CAIR NOx Ozone Season unit located in the State of Colmecticut after the date of issuance of this Trading Agreement and Order.

(Printed on Recycled Paper) 79 Elm Street * Harfford, CT 06106-5127

www.ct.gov/dep An Equal Opportunity EmployerNRG Energy, Inc., et al. 2 Trading Agreement and Order No. 8300

CAIR NOx Ozone Season unit: shall be as defined in Section 22a-174-22c of the Regulations Discrete Emission Reduction Credit (DERC): a unit that was generated and approved by the Commissioner in accordance with a Trading Agreement and Order issued by the Commissioner or generated and approved by the Commissioner in accordance with a protocol submitted and approved pursuant to Section 22a-174-38 of the Regulations. Such unit is equivalent to 1 ton of NOx emissions and may be used for emissions trading in accordance with Section 22a-174-22(i) of the Regulations, subject to the provisions of Part B of this Trading Agreement and Order.
Full Load Emission Rate ("FLEW’): Nitrogen Oxide ("NOx") emission rate corresponding to each emission unit described in Tables 1 and 3 of this Trading Agreement and Order that the Respondents shall not cause or allow the emissions of NOx from that emission unit to exceed; and that the Respondents agree such FLER shall serve as the basis for determining Estimated DERCs Required, Estimated Allo~vances Required, Actual DERCs required, and Actual Allowances Required in accordance with this Trading Agreement and Order. Non-Attainment Area: means the geographic area which has been designated as nonattainment pursuant to 40 CFR 81 in accordance with the provisions of 42 USC 7407 (Section 107 of the Act). Pursuant to 40 CFR 81.307, the designated ozone non-attainment areas in the State of Connecticut are : the Greater Connecticut, CT area and the New York-Northern New Jersey-Long Island, NY-NJ-CT area. CAIR NATS: "CAIR NOx Ozone Season Allowance Tracking System" as defined in 40 CFR 96.302. Ozone Season: May 1 through September 30 of each calendar year or such period as defined by the U.S. Environmental Protection Agency, subsequent to the issuance of this Trading Agreement and Order.
i. Non-Ozone Season: the period of consecutive calendar months between two successive Ozone SeasonsNRG Energy, Inc., et al. 3 Trading Agreement and Order No. 8300

Table 1 CAIR NOx Ozone Season Units NOx Stack Test Rates, FLERs and Allowable Limits lbs/MMBtu, unless otherwise noted 

### UN1~- Fuel Heat Stack Date of Date of Registration or Input Test FLER AEL Last Next Permit no. (MMBtu) Rate Stack Stack Test Test Boston Post Road other oil 256 0.726 0.8 0.29 8/10/06 8/10/11 Branford -10 0.15 (non-ozone season average, Reg#-014-0008 regardless of fuel burned) Sound Shore Drive other oil 256 0.192 0.22 0.15 (non-ozone season average, I1/19/08 11/19/!3 Greenwich- 10 regardless of fuel burned) R-067-0052 Sound Shore Drive other oil 256 0.185 0.22 0.15 (non-ozone season average, 11/19/08 11/19/13 Greenwich- 11 regardless of fuel burned) R-067-0053 Sound Shore Drive other oil 256 0,I94 0.22 0.15 (non-ozone season average, 11/19/08 ii/19/13 Greenwich- 12 regardless of fuel burned) R-067-0054 Sound Shore Drive other oil 256 0.194 0.22 0,15 (non-ozone season average, 11/19/08 11/19/13 Greenwich-13 Nat gas regardless of fuel burned) P 06%0097 Sound Shore Drive other oil 256 0.171 0.22 0.15 (non-ozone season average, 11/19/08 1 I/I9/13 Greenwich- !4 Nat gas regardless of fuel burned) P 067-0098 Franklin Drive other oil 256 0.76 0.8 0.29 I0/25105 10/25/10 Torrington- ! 0 Nat gas 0,I 5 (non-ozone season average, R-183-0049 regardless of fuel burned) South Main Street other oil 256 0.68 0.8 0.29 01/02/06 01/02/1I Torrington- 10 0.15 (non-ozone season average, R-183-0059 regardless of fuel burned) Middletown-10 other oil 256 0.57 0.67 0.29 06/20106 06/20/11 R-105-0102 0.15 (non-ozone season average, regardless of fuel burned) Norwalk-10 other oil 256 0.514 0.52 0.29 01/26/10 01/26/15 R-137-0032 0.15 (non-ozone season average, regardless of fuel burned) Devon-10 other oil 256 0.67 0,74 0.29 03/31/06 I 03/31/11 R-I05-0026 0.15 (non-ozone season average, regardless of fuel burned)

Table 2: CAIR NOx Ozone Season Unit, equipped with CEMS Allowable Limits (lbs/MMBtu, unless otherwise noted) UNIT- Heatlnput Allowable Emission Limit reg. or permitno. Devon Unit-I1 t Fuel (MMBTU/hr) (AEL)

other oil 394 0.15 non-ozone season average, regardless of fuel burned P-105-0040 Nat .gas Devon Unit-12 other oil 394 O. 15 non-ozone season average, regardless of fuel burned P-105-0041 Nat gas Devon Uni>13 other oil 394 0.15 non-ozone season average, regardless of fuel burned P-105-0042 Nat gas Devon Unit-14 other oil 394 0,15 non-ozone season average, regardless of fuel burned P-105-0043 Nat gasNRG Energy, Inc., et al. 4 Trading Agreement and Order No. 8300

Table 3: Non CAIR NOx Ozone Season Unit NOx Emission Rates, FLERs and Allowable Limits (lbs/MMBtu, unlessUNITreg.or permit no.

Montville- 10

Montville- 11 Fuel

other oil

other oil Heat Input

(MMBtu/hr)

29

29 Stack

Test Rate

3.09

1.93 FLER (lb/mmbtu)

3.11

2.96 Allowable

Emission Limit (AEL) 2.35

2.35 Date of

Last Stack Test oth~ Date of

Next Stack Test

03/24106

08/23/06 03/24/11

08123111

The Respondents agree that the actual NOx emission rates from the emission units described in Tables 1-3, at times, exceed the corresponding AEL. Pursuant to Section 22a-t 74-220) of the Regulations, Respondents propose to comply with Section 22a-174-22(e) of the Regulations, when operating the emission units described in Table 1 by means of emissions trading in accordance with the provisions of this Trading Agreement and Order.
The Respondents propose to use the full load emission rates ("FLERs") identified in Tables 1 and 3 for the purposes of calculating Actual DERCs/Allowances Required. The Commissioner, in accordance ~vith Section 22a-174-22(j) of the Regulations hereby allows Respondents to comply with Section 22a-174,22 of the Regulations at the facilities through the use of emissions trading, subject to the provisions of this Trading Agreement and Order.

B. With the agreement of Respondents, the Commissioner, acting under Sections 22a-6, 22a-174, 22at 76, and 22a-177 of the Connecticut General Statutes, hereby orders Respondents as follows:
1. Expiration of this Trading Agreement and Order:The Respondents may only use emissions trading, subject to the provisions of this Trading Agreement and Order, until the date of expiration of this Trading Agreement and Order. The date of expiration of this Trading Agreement and Order shall be the earlier of:

a. May 31, 2014;

b. The date upon which the Respondents demonstrate to the Commissioner’s satisfaction that actual NOx emissions from the emission units, at all times, do not exceed the corresponding AEL(s); The date specified in any written notice from the Commissioner stating that the Respondents are no longer allowed to use emissions trading due to the Respondents’ violation of any provision of this Trading Agreement and Order;

or d. The date specified in any written notice from the Commissioner, notifying theNRG Energy, Inc., et al. 5 Trading Agreement and Order No. 8300 Respondents that the Commissioner has determined the use of emissions trading as a compliance option has been further restricted, modified or nullified by: (i) the promulgation of an Act, Statute, or Regulations; or (ii) the issuance of a judgment or court order.

2. Respondents shall obtain and use sufficient DERCs and/or Allowances in such a manner as to comply with Paragraphs B.9 and B.10 of this Trading Agreement and Order, All Allowances used must come from an emission unit that is within the same ozone nonattaimnent area as the Respondents. Any Allowances used to comply with this Trading Agreement and Order must be allocated for the control period that occurs during the same year those allowances are used for compliance with this Trading Agreement and Order. All DERCs used during the Ozone Season for each emissions unit described in Tables 1 and 3, shall have been generated during an Ozone Season.
3. Prior to using Allowances in accordance with Paragraphs B.9 and B.10 of this Trading Agreement and Order the Respondents shall obtain a General and/or Compliance Account in the CAIR NATS.
4. Vintage Restriction. For the purposes of compliance with Section 22a- 174-22 of the Regulations and the provisions of this Trading Agreement and Order, DERCs shall only remain valid for five (5) calendar years from the year of the generation of such DERCs. DERCs older than five (5) calendar years from their creation are not valid for use for compliance with Section 22a-174-22 of the Regulations and the provisions of this Trading Agreement and Order.

5. Respondents shall not cause or allow actual NOx emissions from the operation of the emission units described in Tables 1 and 3 of this Trading Agreement and Order to exceed the corresponding FLERs. Compliance with the corresponding FLERs specified in Table 1 shall be determined based on the results of emissions testing performed in accordance with Section 22a-174-22 of the Regulations or based on NOx emissions monitored and recorded by a continuous emissions monitoring system that was approved by the Commissioner and that complies with Section 22a-174-4 of the Regulations and either 40 CFR 60, Appendices B&F or 40 CFR 75.

6. Ozone Season Fuel Use Restriction:Notwithstanding the provisions of Paragraph B.3 of this Trading Agreement and Order, when operating the emission units described in Tables 1-3 during the Ozone Season, the Respondents shall operate those units while firing or co-firing the lowest NOx emitting fuel type or combination of fuel types that the units are physically able to bum and that the Respondents are authorized to burn in accordance with Departmental permit, registration, or applicable regulation.

7. Notwithstanding Paragraph B.6 of this Trading Agreement and Order, during the Ozone Season, the Respondents may operate the emission units described above on fuels that result in higher emissions of NOx, if either:NRG Energy, Inc., et al. 6 Trading Agreement and Order No. 8300

a. the availability of fuel oil that complies with Paragraph B.6 is inadequate to meet the needs of residential, commercial and industrial users in this state and that such inadequate supply constitutes an emergency; or
b. the supply of gaseous fuels to the emission units is interrupted due to inadequate supply or in accordance with an interruptible supply agreement between the Respondents and the gaseous fuel supplier,
the reliance on the lowest NOx emitting fuel type or combination of fuel types would prevent a timely response to a dispatch directive issued by the Independent System Operator New England (ISO NE) to provide electricity pursuant to obligations in the Locational Forward Reserve Market, or

d÷ the unit is operating in order to conduct testing required by any governmental agency or auditing/testing required to demonstrate the ability to satisfy commitments made to ISO NE in the Forward Capacity and/or Locational Forward Reserve Markets.

8. DERC/Allowance Use.On the first day of each calendm" month, the Respondents shall possess a quantity of DERCs and/or Allowances that equals or exceeds the quantity of Actual DERCs Required and/or Actual Allowances Required in that month. Compliance with Paragraph B.8 of this Trading Agreement and Order shall be determined as follows:

a. Before the first day of each month, Respondents shall estimate DERCs and/or Allowances required for such calendar month for the emission unit described in Tables 1 and 3 as follows:
Estimated DERCs/Allowances Required = {(Estimated fuel use in MMBtu) x ((FLER lb/mmbtu) - (0.95 x AEL))}+2000 lbs/ton

Where:

 ̄ AEL = Allowable Emission limit, as defined in Paragraph A.4 of this Trading Agreement and Order

 ̄ Discount (0.95) = 5% design margin applied to the AEL.

b. No later than the twentieth day of each month, Respondents shall calculate actual DERCs and/or Allowances used in the preceding calendar month for the emission unit described in Tables 1 and 3 as follows:

Actual DERCs/Allowances Required = {(Monthly fuel use MMBtu) x ((FLER lb/mmbtu) - (0.95 x AEL))} + 2000 lbs/tonNRG Energy, Inc., et al. 7 Trading Agreement and Order No. 8300

9. Non-Ozone Season DERC/Allowance Use.In addition to the requirements of Paragraph B.8 of this Trading Agreement and Order, on the first day of each Non-Ozone Season, the Respondents shall possess a quantity of DERCs and/or Allowances that equals or exceeds the quantity of Non- Ozone Season Actual DERCs/Allowances Required for that Non-Ozone Season. Compliance with Paragraph B.9 of this Trading Agreement and Order shall be determined as follows: Before the first day of each Non-Ozone Season, Respondents shall estimate DERCs and/or Allowances required for that Non- Ozone Season for the emission units described in Tables 1 and 2 based on the average actual NOx emission rate from the emission unit and an emission limit of 0,15 lb/mmbtu as follows: Estimated Non-Ozone Season DERCs/Allowances Required (Table 1 units) = {(Estimated Non-Ozone Season fuel use in MMBtu) x ((FLER lb/mmbtu) - (0.95 x 0.151b/mmbtu))} + 2000 lbs/ton-Z( Estimated DERCS and/or Allowances Required for all months of the Non-Ozone Season calculated pursuant to Paragraph B.8) Estimated Non-Ozone Season DERCs/Allowances Required (Table 2 units) = {(Estimated Non-Ozone Season fuel use in MMBtu) x ((Estimated Ozone SeasonAverage NOx Emission rate lb/mmbtu) - (0.95 x 0.151b/mmbtu))} + 2000 lbs/ton2(Estimated DERCS and/or Allowances Required for all months of the NonOzone Season calculated pursuant to Paragraph B.8) No later than thirty (30) days after the end of each Non-Ozone Season, the Respondents shall calculate Actual Non-Ozone Season DERCs and/or Allowances used during that Non-Ozone Season for the emission units described in Tables 1 and 2 as follows:
Actual Non-Ozone Season DERCs/Allowances Required (Table 1 units) = {(Actual Non-Ozone Season fuel use in MMBtu) x ((FLER lb/mmbtu) - (0.95 x 0.151b/mmbtu))} + 2000 lbs/ton- 2(Actual DERCS and/or Allowances Required for all months of the Non-Ozone Season calculated pursuant to Paragraph B.8) Actual Non-Ozone Season DERCs/Allowances Required {(Actual Non-Ozone Season fuel use in MMBtu) x ((Actual Non-Ozone SeasonAverage NOx Emission Rate lb/mmbtu) - (0.95 x 0.151b/mmbtu))} + 2000 lbs/ton2( Actual DERCS and/or Allowances Required for all months of the Non-Ozone Season calculated pursuant to Paragraph B.8
10. On or before January 31, of each calendar year, the Respondents shall deduct a quantity of DERCS from the current balance of DERCs possessed by the Respondents and/or transfer a quantity of Allowances from the Respondents’ NOx General and/or Compliance Account to the CT State NOx Retirement Account (Account ID CT0000000300 in the CA1R NATS) such that the total is equal to the sum of Actual DERCs/Allowances Required pursuant to Paragraph B.8 of this Trading Agreement and Order for the preceding calendar year, rounded up to the nearest whole ton.NRG Energy, Inc., et al. 8 Trading Agreement and Order No. 8300

11. Not more than ninety (90) days after the completion of the Non-Ozone Season, the Respondents shall deduct a quantity of DERCS from the current balance of DERCs possessed by the Respondents and/or transfer a quantity of Allowances from the Respondents’ NOx General and/or Compliance Account to the CT State NOx Retirement Account (Account ID CT0000000300 in the CAIR NATS) such that the total is equal to Actual Non-Ozone Season DERCs/Allowances Required for the most recently completed Non-Ozone Season. Notwithstanding the control period limitations of Paragraph B.2 of this Trading Agreement and Order, Allowances used to comply with this Paragraph for a Non-Ozone Season must have been originally allocated for the control periods that correspond to the same calendar years within that Non-Ozone Season.
12. Doubling; If the Actual DERCs/Allowances Required for any month, determined in accordance with Paragraph B.8, exceeds the quantity of DERCs and/or Allowances in the Respondents’ possession on the first day of that month, then in addition to the deduction or transfer specified in Paragraph B. 10, the Respondents shall also deduct a quantity of DERCs from the current balance of DERCs possessed by the Respondents and/or transfer a quantity of Allowances from the Respondents’ NOx General and/or Compliance Account to the CT State NOx Retirement Account (Account ID CT0000000300 in the CAIR NATS) such that the total is equal to Actual DERCs/Allowances Required for that month. Such additional DERC deduction or Allowance transfer shall be performed at the same time as the DERC deduction or Allowance transfer specified in Paragraph B.10 of this Trading Agreement and Order. If the Actual DERCs/Allowances Required for any Non-Ozone Season, determined in accordance with Paragraph B.9, exceeds the quantity of DERCs and/or Allowances in the Respondents’ possession on the first day of the Non-Ozone Season, then in addition to the deduction or transfer specified in Paragraphs B.11, the Respondents shall also deduct a quantity of DERCs from the current balance of DERCs possessed by the Respondents and/or transfer a quantity of Allowances from the Respondents’ NOx General and/or Compliance Account to the CT State NOx Retirement Account (Account ID CT0000000300 in the CAIR NATS) such that the total is equal to Actual Non-Ozone Season DERCs/Allowances Required for the most recently completed Non-Ozone Season. Such additional DERC deduction or Allowance transfer shall be performed at the same time as the DERC deduction or Allowance transfer specified in Paragraph B. 11 of this Trading Agreement and Order. Notwithstanding the provisions of Paragraph B. 12 of this Trading Agreement and Order, any violation of Paragraphs B.8 and B.9 of this Trading Agreement and Order may be subject to additional enforcement action as may be deemed appropriate by the Commissioner in accordance with the Department’s enforcement response policy. t 3. No later than December 31 st of each year, Respondents shall deduct an additional quantity of ozone season DERCs from the current balance of DERCs possessed by the Respondents and/or transfer an additional quantity of Allowances from the Respondents’ NOx General and/or Compliance Account to the CT State NOx Retirement Account (Account ID CT0000000300 in the CAIR NATS) such that the total of DERCS/Allowances deducted and/or transferred in accordance with this Paragraph is equal to: 6 x Z{(Actual Daily Fuel Use in MMBtu) x ((FLER) - (0.95 x AEL))} +2000 lbs/tonNRG Energy, Inc., et al. 9 Trading Agreement and Order No. 8300 Where actual daily fuel use pertains to operation of Tables 1 and 3 emissions units on days that the Connecticut eight hour ozone levels were forecasted to be "moderate to unhealthy for sensitive groups", "unhealthy for sensitive groups", "unhealthy", or "very unhealthy" during the previous Ozone Season.

14. At the end of each calendar year, the Respondent shall demonstrate that any Allowances used for compliance with this Trading Agreement and Order during the year satisfy the requirements of Paragraph B.3 and are surplus, quantifiable, enforceable and permanent. This shall be determined for the emissions units in each Non-Attainment Area by demonstrating that the actual, aggregate NOx emissions during the most recent control period, as reported to the United States Environmental Protection Agency, from the emission unit(s) to which the Allowances were originally allocated were equal to or less than the aggregate amount of Allowances allocated to such unit(s) by the State of Connecticut minus the aggregate amount of Allowances transferred or used for compliance with this and any other Trading Agreement and Order. The Respondents shall also demonstrate that any DERCs generated and/or used in accordance with this Trading Agreement and Order are:
Realbecause they will 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 will be properly measured, recorded and reported. ~ 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.

Permanentbecause NOx controls are in place and operating, and an appropriate tracking system is in place to monitor all data required to verify and quantify the creation of DERCs.
Enforceablebecause the DERCs were generated in accordance with the provisions of this or a prior Trading Agreement and Order issued by the Commissioner.

15. Maintenance and Tune-up. Not more than 2 years from the date of issuance of this Trading Agreement and Order, the Respondents shall perform maintenance and inspection of the emission units listed in Tables 1-3. Such maintenance and inspection shall include, but not be limited to, the following:

a. Inspect the combustion system, and clean or replace any components of the combustion system as necessary, in accordance with manufacturer’s specification or current good engineering practice;
b. Inspect the system controlling the air-to-fuel ratio, and ensure that it is calibrated and functioning in accordance with the manufacturer’s specifications or current good engineering practice;

c. Measure the operating parameters of the emission unit used to determine that the emission unit is operating in accordance with manufacturer’s specification orNRG Energy, Inc., et al. 10 Trading Agreement and Order No. 8300 current good engineering practice prior to and after any adjustments are made during maintenance, tune-up, or inspection activity; d. Make and keep records including, but not limited to, the following:

Demonstration that any maintenance, tune-up, and/or inspection activity performed on the emission unit described in Tables 1-3 in accordance with Paragraph B.15 of this Trading Agreement and Order has been performed in accordance with the manufacturer’s specifications or current good engineering practice,
ii. The date and a description of any maintenance, tune-up, and/or inspection activity performed on the emission unit described in Table 1-3 in accordance with Paragraph B.15 of this Trading Agreement and Order,

iii.

iV. The name, title and affiliation of the person conducting any maintenance, tune-up, and/or inspection activity performed on the emission unit described in Table I-3 in accordance with Paragraph B. 15 of this Trading Agreement and Order, The operating parameters of the emission unit used to determine that the emission unit is operating in accordance with manufacturer’s specification or current good engineering practice prior to and after any adjustments are made during maintenance, tune-up, or inspection activity performed in accordance with Paragraph B.15 of this Trading Agreement and Order.

16. Record Keeping;

By the close of each calendar day, the Respondents shall record the actual fuel type and the actual quantity of each type of fuel in units of volume per day or MMbtu per day for each fuel used the preceding day in an emission unit described in this Trading Agreement and Order, On of before the first day of each calendar month, the Respondents shall record the number of DERCs and corresponding serial numbers and vintages for all DERCs in its possession on the first calendar day of that calendar month,

C÷ On or before the first day of each calendar month, the Respondents shall record the number of Allowances and corresponding identification numbers and allocation control periods for all Allowances in its possession on tbe first calendar day of that calendar month, On or before the first day of each calendar month, the Respondents shall record the number of DERCs and corresponding serial numbers, vintages, purchase/sales dates, and seller/buyer for all DERCs purchased or sold during the preceding calendar month, e. On or before the first day of each calendar month, the Respondents shallNRG Energy, Inc., et al. 11 Trading Agreement and Order No. 8300 record the number of Allowances and corresponding identification numbers, purchase/sales dates, allocation years, and seller/buyer for all Allowances purchased or sold during the preceding calendar month, On or before the first day of each calendar month, the Respondents shall record the Estimated DERCs/Allowances Required for that calendar month determined in accordance ~vith Paragraph B.8 of this Trading Agreement and Order. On or before the twentieth calendar day of each calendar month, the Respondents shall record the Actual DERCs/Allowances Required for the preceding calendar month determined in accordance with Paragraph B.8 of this Trading Agreement and Order; On or before January 31 of each calendar year, the Respondents shall record the quantity of DERCs deducted in accordance with Paragraphs B. 10 and B.12 of this Trading Agreement and Order for the preceding year. Such records shall include the serial number and vintage of each DERC deducted from the Respondents’ current balance pursuant to Paragraphs B.10 and B.12 of this Trading Agreement and Order. On or before January 3 t of each calendar year, the Respondents shall record the quantity of Allowances transferred in accordance with Paragraphs B.10 and B.12 of this Trading Agreement and Order. Such records shall include the identification number and allocation control period of each Allowance transferred pursuant to paragraphs B. t 0 and B. 12 of this Trading Agreement and Order. Not more than ninety (90) days after the completion of each Non-Ozone Season, the Respondents shall record the Non-Ozone Season average NOx emission rate for the emission units described in Tables 1 and 2, thequantity of DERCs and/or allowances possessed on the first day of the NonOzone Season, and the quantity of DERCs deducted and/or Allowances transferred in accordance with Paragraphs B.11 and B.12 of this Trading Agreement and Order. For each month of the Ozone season, the Respondents shall maintain records attesting to the fact that any DERCs deducted from its balance in accordance with Paragraphs B.10 and B.12 of this Trading Agreement and Order satisfy the requirements of Paragraph B.2. Generator certification of this fact shall be sufficient. On each day during the ozone season that the Respondents operate in accordance with Paragraph B.7 of this Trading Agreement and Order, the Respondents shall make and keep Records of all emission unit operation in accordance with Patagraph B.7 of this Trading Agreement and Order, including copies of any written correspondence from the Respondents’ fuel supplier detailing the duration and circumstances of the inadequate fuel oil supply or interruption of gaseous fuel supply to the emission units.
17. Respondents shall retain records and supporting documentation required by this Trading Agreement and Order for a minimum of five years, commencing on the date such records were created. Respondents shall provide the records specified above to the CommissionerNRG Energy, Inc., et al. 12 Trading Agreement and Order No. 8300

within thirty (30) days of receipt of a written request from the Commissioner. All records shall be maintained in accordance with Sections 22a-174-4 and 22a-174-22 of the Regulations. ~ No later than March 1 of every year after issuance of this Trading Agreement and Order, the Respondents shall submit to the Commissioner a written report containingcopies of all of the records required pursuant to Paragraphs B. 16 .a - B. 16.i, and B. 16 .kB.16.m of this Trading Agreement and Order. Not later than July 30 of each calendar year, the Respondents shall submit a written report containing copies of all records required pursuant to Paragraph B. 16d of this Trading Agreement and Order. The Commissioner may prescribe the forms to be used for the submission of these reports. The Respondents shall submit these reports on such forms, if prescribed by the Commissioner.
19. FLERViolation. Violation of an established FLER shall subject Respondents to make restitution by matching the quantity of emissions ("true up") caused by the exceedance plus a 100% premium. The true up in tons of DERCs or Allowances shall be equal to the FLER exceedance in lbs/MMBtu, multiplied by the total heat input during the period of noncompliance divided by 2000 lbs/ton. If the period of noncompliance is not known, the time period from the completion of the last/previous Department witnessed emission test through the date that FLER compliance is achieved as approved by the Commissioner shall be used. Notwithstanding this requirement, exceedance of any FLER contained in Table 1 is a violation in Paragraph B.5 of this Trading Agreement and Order subject to enforcement action in accordance with the Department of Environmental Protection’s Enforcement Response Policy, in effect at the time of such violation.
20. FLER Modification. FLERs set forth in Tables 1 and 3 of this Trading Agreement and Order may be modified only after the consent of the Commissioner by written modification of this Trading Agreement and Order.
21. Emissions Testing. The Respondents shall perform emissions testing in accordance with Section 22a-174-22(k) of the Regulations for each emission unit described in Tables 1 and 3 of this Trading Agreement and Order that is not equipped ~vith a continuous emissions monitoring system that was approved by the Commissioner and that complies with Section 22a-174-4 of the Regulations and either 40 CFR 60, Appendix B&F or 40 CFR 75.
22. ControlTechnology Evaluation:Not more than 12 months from the date of issuance of this Trading Agreement and Order, the Respondents shall submit a control technology evaluation to reduce emissions of NOx from the emissions units described in Table 1-3 to, at a bare minimum, a rate or concentration that complies with the applicable limits of Section 22a-174- 22 of the Regulations as may be amended, without using, tendering, or otherwise acquiring Allowances or DERCs. Such evaluation shall include but not be limited to the following:

a. A detailed description of all subject emissions units, currently installed emissions controls equipment and methods, all currently installed emissions monitoring systems; A detailed description of any and all additional or alternative emissions control equipment and methods or, combinations thereof, that are capable of reducing NOx emissions from subject emissions units to, at a bare minimum,a rate or concentration that complies with the applicable limits of Section 22a174-22 of the Regulations as may be amended, without using, tendering, orNRG Energy, Inc., et al. 13 Trading Agreement and Order No. 8300 otherwise acquiring Allowances or DERCs; An evaluation of capital costs, annual operating costs, and total annualized S/ton costs associated with the installation and operation of any and all additional or alternative emissions control equipment and methods, or combinations thereof, that are capable of reducing NOx emissions from the subject units to, at a bare minimum, a rate or concentration that complies with the applicable limits of Section 22a-174-22 of the Regulations as may be amended, without using, tendering, or otherwise acquiring Allowances or D ERC s; An estimated schedule for the design, procurement, installation and operation of any additional or alternative emissions control equipment and methods, or combinations thereof, that are capable of reducing NOx emissions fi’om the subject units to, at a bare minimum, a rate or concentration that complies with the applicable limits of Section 22a- 174-22 of the Regulations as may be amended, without using, tendering, or otherwise acquiring Allowances or DERCs; A detailed description of any adjustments and/or modifications that must be made to the emissions monitoring systems for the subject emission units in order to demonstrate compliance ~vith, at least, Section 22a-174-22 of the Regulations as may be amended, without using, tendering, or otherwise acquiring Allowances or DERCs; and A detailed description of any collateral environmental impacts that will result as a direct consequence of the Respondents’ use of additional/alternative emissions control equipment and methods to reduce NOx emissions to, at a bare minimum, a rate or concentration that complies with the applicable limits of Section 22a- 174-22 of the Regulations as may be amended, without using, tendering, or otherwise acquiring Allowances or DERCs.

23. Full compliance. Respondents shall not be considered in full compliance with this Trading Agreement and Order until all actions required by this Trading Agreement and Order have been completed as approved and to the Commissioner’s satisfaction.
24. A_p_provals. Respondents shall use best efforts to submit to the Commissioner all documents required by this Trading Agreement and Order in a complete and approvable form. If the Commissioner notifies Respondents that any document or other action is deficient, and does not approve it with conditions or modifications, it is deemed disapproved, and Respondents shall correct the deficiencies and resubmit it within the time specified by the Commissioner 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 performed 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.NRG Energy, Inc., et al; 14 Trading Agreement and Order No. 8300

25. Definitions. As used in this Trading Agreement and Order "Commissioner" means the Commissioner or a representative of the Commissioner; 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.

26. 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 the Commissioner. The date of any notice by the Commissioner under Trading Agreement and Order, including but not limited to notice of approval or disapproval of any document or other action, shall be the date such notice 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 by the next day which is not a Saturday, Sunday or Connecticut or federal holiday.

27. Certification of documents. Any document, including but not limited to any notice, which is required to be submitted to the Commissioner under this Trading Agreement and Order shall be signed by an individual, employed by the Respondents, who satisfies the criteria set forth in Section 22a-174-2a(a)(1) of the Regulations of Connecticut State Agencies and by the individual(s) responsible for actually preparing such document. Each individual who signs documents in accordance with this Paragraph shall certify in writing as follows: "I have personally examined and am familiar with the information submitted in this document and all attachments thereto, and I certify, based on reasonable investigation, including my inquiry of those individuals responsible 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 may be punishable as a criminal offense under Section 53a-157b of the Connecticut General Statutes and any other applicable law."

28. Noncompliance. This Trading Agreement and Order is a final order of the Commissioner with respect to the matters addressed herein, and is nonappealable and immediately enforceable. Failure to comply with this Trading Agreement and Order may subject Respondents to an injunction and penalties.

29. False statements.Any false statement in any information submitted pursuant to thisTrading Agreement and Order may be punishable as a criminal offense under Section 53a157b of the Connecticut General Statutes and any other applicable law.
30. Notice of transfer;liability of Respondents.Until Respondents have fully complied with this Trading Agreement and Order, Respondents 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. Respondents’ 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.NRG Energy, Inc., et al. 15 Trading Agreement and Order No. 8300

31. Commissioner’s powers.Nothing in this Trading Agreement and Order shall affect the Commissioner’s authority to institute any proceeding or take any other action to prevent or abate violations of law, prevent or abate pollution, recover costs and natural resource damages, and to impose penalties for past, present, or future violations of law. If at any time the Commissioner determines that the actions taken by Respondents pursuant to this Trading Agreement and Order have not successfully corrected all violations, fully characterized the extent or degree of any pollution, or successfully abated or prevented pollution, the Commissioner may institute any proceeding to require Respondents to undertake further investigation or further action to prevant or abate violations or pollution.

32. Respondents’obligations under law.Nothing in this Trading Agreement and Order shall relieve Respondents of other obligations under applicable federal, state and local law.

33. No assurance by Commissioner. No provision of this Trading Agreement and Order and no action or inaction by the Commissioner shall be construed to constitute an assurance by the Commissioner that the actions taken by Respondents pursuant to this Trading Agreement and Order will result in compliance or prevent or abate pollution.

34. Access to premises. Any representative of the Department of Environmental Protection may enter the without prior notice for the purposes of monitoring and enforcing the actions required or allowed by this Trading Agreement and Order.

35. No effect on rights of other persons. This Trading Agreement and Order neither creates nor affects any rights of persons or municipalities that are not parties to this Trading Agreement and Order.
36. No Creation of Property Rights. This Consent Order does not create any property rights with respect to these DERCs or Allowances.
37. Notice to Commissionerof changes.Within 15 days of the date Respondents become aware of a change 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, Respondents shall submit the correct or omitted information to the Commissioner.
38. Notification of noncompliance.In the event that Respondents become aware that it did not or may not comply, or did not or may not comply on time, with any requirement of this Trading Agreement and Order or of any document required hereunder, Respondents 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, Respondents 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 approval of the Commissioner, dates by which compliance will be achieved, and Respondents shall comply with any dates which may be approved in writing by the Commissioner. Notification by Respondents shall not excuse noncompliance or delay, and the Commissioner’s approval of any compliance dates proposed shall not excuseNRG Energy, Inc., et al. 16 Trading Agreement and Order No. 8300

noncompliance or delay unless specifically so stated by the Commissioner in writing.

39. Submission of documents.Any document required to be submitted to the Commissioner 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:

Supervisor Administrative Enforcement Group Engineering and Enforcement Division Bureau of Air Management Department of Environmental Protection 79 Elm Street, 5th Floor Hartford, Connecticut 06106 (860) 424-3702
Respondents consent 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 Respondents to the terms and conditions of the Trading Agreement and Order. Respondents

Si Type Name:

Issued as a final consent order of the Commissioner of the Department of Environmental Protection.

Bureau of Air Management Date

TOWN OF MAILED CERTIFIED MAIL, RETURN RECEIPT REQUESTED
Certified DocumentNRG Energy, Inc., et al. 17 Trading Agreement and Order No. 8300

[Note: This sheet is not a part of the order and is ~ attached to the original order ~vhich is retained in separate DEP files which are accessible to the public with close supervision. The order mustbe mailed to the User by certified mail, return receipt requested. If the User is a business, send a certified copy to the attention of a person at the business.]
Certification of Mailing On ____, 2010, at __ A.M./P.M., I mailed a certified copy of Trading Agreement and Order No. 8300 to the following, by placing it in the [U.S. mail/interdepartmental mail]:

On ,2010, at __ A.M./P.M. I mailed a plain copy of Trading Agreement and Order No. 8300 to the following, by placing it in the [U.S. mail/interdepartmental mail]:

Signature:

Name:
Title:

Date: