STATE OF CONNECTICUT

DEPARTMENT OF ENVIRONMENTAL PROTECTION

TRADING AGREEMENT AND ORDER MODIFICATION

3. Delete paragraph C.6.b. and substitute the following therefor:

I. Delete the dates May 1, 2005, and substitute therefor May 1, 2009, in paragraph

A.6.

Trading Agreement

and Order No. 8093C

Modification 2

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Estimated DERCs (tons) = [Estimated fuel use in MMBtu from October 1

through April 30 x (lower of the estimated seasonal

average NOx emission rate or the proportioned 24-

hour allowable emission limit in IblMMBtu during

October 1 through April 30 - (0.95 x 0.15

Ib/MMBtu»] + 2000 pounds/ton.

During the non-ozone season:

In addition to meeting the 24-hour emission limit in Table 22-1 of Section 22a174-22 of the Regulations, Pfizer shall meet a non-ozone season average

emission limit of 0.15 IblMMBtu. Prior to October 1,2006, October 1, 2007,

and October 1, 2008, Pfizer shall estimate and acquire the amount of DERCs or

allowances required for such non-ozone season needed to comply with Section

22a-174-22(e)(3) of the Regulations as follows:

No later than May 31,2007, May 31,2008, and May 31, 2009, in addition to the

DERCs retired pursuant to paragraph C.6.a. of this Trading Agreement and

Order, Pfizer shall calculate and pennanently retire DERCs used in the

(Printed on Recycled Paper)

79 Elm Street • Hartford, CT 06106 - 5127

An Equal Opportunity Empluyer

2. Delete the date May 1,2005, and substitute therefor May 1, 2009, in paragraphs

A. 10., c.i., C.2., C.3.a., C.3.b., C.3.c., C.3.e., C.3.f., and C.6.

In the matter of a Trading Agreement and Order between the Commissioner of Environmental

Protection ("Commissioner") and Pfizer Inc. ("Pfizer").

WHEREAS, the Commissioner and Pfizer, having agreed to the tenns and conditions set forth in

Trading Agreement and Order No. 8093C signed by the Commissioner on April 29, 2003 and

Trading Agreement and Order No. 8093C Modification I signed by the Commissioner on April

11,2005, do now, by mutual agreement, modify said Trading Agreement and Order as follows:

The State of Connecticut and

Pfizer, Inc.

In the matter of
Pfizer Inc. 2

preceding non-ozone season as follows:

Trading Agreement and Order

No. 8093C Modification No.2

Actual DERCs (tons) =[Actual fuel use in MMBtu from October I through

April 30 x (lower of the actual seasonal average NOx

emission rate or the proportioned 24-hour allowable

emission limit in Ib/MMBtu during October I through

April 30 - (0.95 x 0.15 Ib/MMBtu))] + 2000

pounds/ton.

4. Delete paragraph C.9. and substitute the following therefor:

Annual DERC Report and Non-Ozone Season Emission Statement. No later than

March I for the previous calendar year and July 30 (for the October through April

time period only starting in 2004) of every year after issuance of this Trading

Agreement and Order, Pfizer shall submit in writing to the 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 or are no longer in Pfizer's possession.

Pfizer shall also include actual NOx emissions from the boilers and the amount of

all DERCs 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 and October through April time period. These reports

shall be on a form prescribed by the Commissioner and shall be in monthly

increments, and by ozone and non-ozone seasons.

5. Delete paragraph C.II. and substitute the following therefor:

DERC Shortfall. At a minimum, DERCs required shall be adjusted upwards by

100% if DERCs are not in Pfizer's possession for use prior to the first day of each

month or applicable season. However, nothing in this Trading Agreement and

Order shall affect the Commissioner's authority to institute any proceeding or take

any other action to require additional upward adjustment, based on the gravity of

any alleged noncompliance or violation of law. Pfizer shall permanently retire the

quantity of DERCs equivalent to the excess emissions plus a 100% premium

within sixty (60) days of Pfizer's discovery of the DERC shortfall. Pfizer shall

certify and report any such DERC retirement to the Commissioner in accordance

with paragraph C.30 of this Trading Agreement and Order.

6. Delete paragraph C.l3. and substitute the following therefor:

Extension. No later than May 1,2009, with respect to the boilers 5 and 8, Pfizer

shall comply with the requirements of Sections 22a-174-22(d)(I) and 22a-174-
Pfizer Inc. 3 Trading Agreement and Order

No. 8093C Modification NO.2

22(d)(2)(A) of the Regulations. There is no assurance that after full program

review of this and other Trading Agreements and Orders that the Commissioner

will grant a written extension of this Trading Agreement and Order.

7. Delete paragraph C.14. and substitute the following therefor:

Future Compliance Report. On or before September I, 2008, Pfizer shall submit a

report in writing to the Commissioner, as directed in paragraph C.3!. of this

Trading Agreement and Order, indicating how the facility shall comply with

Section 22a-174-22 of the Regulations with respect to the boilers 5 and 8 on and

after May I, 2009.

8. Delete paragraph C.17. and substitute the following therefor:

Definitions. As used in this Trading Agreement and Order, "Approved DERCs"

are those for which the Commissioner has provided written authorization for use

in compliance with Section 22a-174-22 of the Regulations; "Commissioner"

means the Commissioner or a representative of the Commissioner; "Non-ozone

season" means the period from October I through April 30 in any given calendar

year.

9. Delete paragraph C.18. and substitute the following therefor:

Dates. 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. 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 this 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.

10. Delete the word "individual" and substitute therefor the word "Unit" in paragraph

C.30.
Pfizer Inc. 4 Trading Agreement and Order

No. 8093C Modification No.2

11. Delete the name "Mrs. Elizabeth McAuliffe" from paragraph C.31.

All other terms and conditions of Trading Agreement and Order No. 8093C issued by the

Commissioner acting under Chapter 446c, Sections 22a-6, 22a-171, 22a-174, 22a-176, and 22a177 of the Connecticut General Statutes shall remain in effect.

Pfizer hereby consents to the entry of this modification to the Trading Agreement and Order

without further notice.

PFIZER INC.

Signature:

Type Name:

Type Title:

Date:

(( . \. 1.-..\'--

P&/Vl 'S.Ie. Leader

a modification of an Order of the Commissioner of Environmental Protection

Date

MAnED CERTIFIED MAIL,

RETURN RECEIPT REQUESTED

Certified Document No.