IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

UNITED STATES OF AMERICA,

Plaintiff, and the

State ofColorado,

Plaintiff-Intervener, and the

State ofLouisiana,

Plaintiff-Intervener, and the

State ofOklahoma,

Plaintiff-Intervener, and the

State ofMontana,

Plaintiff-Intervener,

v.

Conoco Inc.

Defendant.

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) Civil Action

) No. H-01-4430

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SECOND AMENDMENT TO CONSENT DECREE

WHEREAS, Plaintiff, the United States ofAmerica (hereinafter "Plaintiff' or

"the United States"); the State ofColorado, the State of Louisiana, the State ofMontana

and the State ofOklahoma (hereinaft~r "PlaintiffInterveners"); and Conoco Inc.,

(hereinafter "ConocoPhillips" or "COPC"), are parties to a Consent Decree entered by

this Court on April 30, 2002 (hereinafter "the Consent Decree"); and

WHEREAS Conoco Inc. merged with Phillips Company to form ConocoPhillips

Company; and

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WHEREAS this civil action refers to only those ConocoPhillips refineries located

in Billings, MT, Lake Charles, LA, and Ponca City, OK; and.

WHEREAS, Suncor Energy (U.S.A.) Inc. ("Suncor") purchased the Conoco

Commerce City refinery located in Commerce City, Colorado (hereinafter, the "Denver

Refinery") in 2003; and

WHEREAS, Suncor contractually agreed to assume the obligations of, and to be

bound by the terms and conditions of, the Consent Decree as such obligations, terms and

conditions relate to the Denver Refinery, as ofthe date the transfer of ownership, August

1,2003 (hereinafter the "Date ofPurchase"); and

WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor

amended the Consent Decree effective August 5,2003 to 1) transfer to Suncor the

obligations, liabilities, rights and releases ofthe Consent Decree and any related letters as

they pertain to the Denver Refinery as ofthe Date ofPurchase and to release

ConocoPhillips from its obligations and liabilities under the Consent Decree arising after

the Date ofPurchase insofar as they relate to the Denver refinery as detailed in that First

Amendment to Consent Decree (First Amendment); 2) provide that, after the Date of

Purchase, the terms ofthe Consent Decree concerning the Denver Refinery shall

exclusively apply to, be binding upon, and be enforceable against Suncor to the same

extent as if Suncor were specifically identified and or named in those provisions, as

amended, and 3) correct errors in Paragraph 193~ and

WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor

want to revise certain portions to clarify Suncor's obligations subsequent to the First

Amendment; and

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WHEREAS, for convenience sake, ConocoPhillips and/or Suncor may be referred

to as Company or Companies when identifying their respective obligations at their

refinery and/or refineries; and

WHEREAS, the United States, PlaintiffInterveners ConocoPhillips and Suncor

want to revise the FCCU NOx and S02 Additive Programs to: 1) revise the program

dates currently found in Paragraphs 9(a) and 32; 2) clarify when combustion promoters

must be used or may be discontinued; 3) clarify that short term limits are to be 7-day

rolling averages; 4) allow certain FCCU's to accept limits for S02 of25 ppmvd 365-day

rolling average and 50 ppmvd 7-day rolling average at any time prior to completion of

the respective S02 additive demonstration periods; 5) allow certain FCCU's to accept

final limits for NOx of 20 ppmvd 365-day rolling average and 40 ppmvd 7-day rolling

average at any time prior to completion ofthe respective demonstration period; and 6)

allow for establishment offinal limits for NOx and S02 on certain FCCU's prior to the

completion ofthe respective demonstration periods; and

WHEREAS, the United States, PlaintiffIntervener Oklahoma and ConocoPhillips

now want to establish specific final NOx limits for the Ponca City No.4 FCC and interim

NOx limits for the Ponca City No.5 FCC; and

WHEREAS, the United States, PlaintiffIntervener Oklahoma and ConocoPhillips

want to substitute installation and optimization of an Enhanced SNCR system in lieu of

the previously required SNCR and a subsequent NOx reducing catalyst additive

optimization and demonstration for the Ponca City No.5 FCCU; and

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WHEREAS, United States, PlaintiffInterveners, ConocoPhillips and Suncor want

to revise the CO emissions limits provisions for Controlled Heaters and Boilers; and

WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor

also want to 1) provide additional definitions, 2) revise certain reporting information and

frequencies, 3) clarify the termination procedures, 4) clarify flare control options, and 5)

clarify PM monitoring requirements for FCeU's; and

WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor

now want to clarify the requirements for Alternative Monitoring and Testing Plans

(AMPs) and new source performance standard (NSPS) notification requirements; and

WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor

now want to correct the paragraph references in Paragraph 61; and

WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor

now want to amend the modification requirements to the Consent Decree; and

WHEREAS, the United States, PlaintiffInterveners, and ConocoPhillips want to

document the changes to certain compliance deadlines which were affected by

Hurricanes Katrina and Rita, as addressed under Consent Decree paragraph 265; and

WHEREAS, each ofthe undersigned has reviewed and hereby consents to this

Second Amendment; and

WHEREAS, Paragraph 301 ofthe Consent Decree requires that this Amendment

be approved by the Court before it is effective;

NOW, THEREFORE, the United States, Plaintiff-Interveners, ConocoPhillips,

and Suncor hereby agree that, upon approval ofthis Amendment by the Court, the

Consent Decree shall thereby be amended as follows:

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1. Part II, "Applicability", a new Paragraph 3A is added to read as follows:

3A. With the sale ofthe Denver Refinery from ConocoPhillips to Suncor and

entry ofthe First Amendment, the State ofColorado is no longer a

PlaintiffIntervener as to ConocoPhillips, and the States ofLouisiana,

Montana and Oklahoma are not PlaintiffInterveners as to Suncor. The

provisions ofthis Consent Decree, as amended to apply to Suncor and the

Denver Refinery, shall apply to and be binding upon the United States,

PlaintiffIntervener the State ofColorado, and upon Suncor and the Suncor

Denver Refinery until this Consent Decree is terminated as to Suncor and

the Suncor Denver Refinery as provided in Part XXIV, Termination.

2. Part IV, Section A, "Low NOx CO Promoter and NOx Reducing Catalyst

Additives, Optimizations and Demonstrations at the Denver, Lake Charles, Billings,

Ponca City No.4 and Ponca City No.5 FCCUs", Paragraph 9(a) is amended and

renumbered as 9(a)(1) and new Paragraphs 9(a)(2), lOA, and lOB are added to read as

follows:

9(a)(1). By no later than the appropriate date shown below for each FCCU,

ConocoPhillips will begin the performance demonstration ofthe catalyst

additives at the optimized addition rates (''NOx Additive Demonstration").

ConocoPhillips shall demonstrate the performance ofthe NOx reducing

catalyst additive at the optimized rate for the periods indicated below to

yield the lowest NOx concentration feasible from the FCCU at that

optimized rate. For the Lake Charles FCCU, the optimized rate for the

NOx reducing catalyst additive shall be 90 pounds per day.

Billings

Lake Charles

Ponca City No.4

Ponca City No.5

June 30, 2006 to December 31,2007

October 31,2005 to April 30, 2007

May 31, 2005 to September 30, 2005

June 30, 2005 to September 30, 2005

9(a)(2). By no later than the appropriate date shown below for itsFCCU,

Suncor will begin the performance demonstration ofthe catalyst additives

at the optimized addition rates ("NOx Additive Demonstration"). Suncor

shall demonstrate the performance ofthe NOx additive at the optimized

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rate for the periods indicated below to yield the lowest NOx concentration

feasible from the FCCD at that optimized rate.

Denver December 1, 2004 to December I, 2006

lOA. Companymay use conventional combustion promoter on an intermittent

basis during the optimization and demonstration periods as needed to

avoid unsafe operation ofthe FCCD regenerator and to comply with CO

emission limits. Company will undertake appropriate measures and/or

adjust operating parameters with the goal of eliminating such use.

Notwithstanding the foregoing, Company will not be required to adjust

operating parameters in a way that would limit conversion or processing

rates. Within thirty (30) days of using conventional combustion promoter,

the Company will submit a report to EPA documenting when and why the

Company used the conventional combustion promoter and the actions, if

any, taken to return to the minimized level of use.

10B. Company may discontinue use ofLow NOx Combustion Promoters if

Company demonstrates to EPA that the Company has adjusted other

parameters and that such promoter does not adequately control afterburn

and/or causes CO emissions to approach or exceed applicable limits. Prior

to the establishment ofNOx limits pursuant to Paragraphs 15-17,

Company will not discontinue use ofLow NOx Combustion Promoters

unless and until EPA approves the discontinuance. Notwithstanding the

foregoing, Company will not be required to adjust operating parameters in

a way that would limit FCCD conversion or processing rates.

3. Part IV, Section B, "Establishing FCCD NOx Emission Limits at the

Denver, Lake Charles, Billings, Ponca City No.4 and Ponca City No.5 FCCDs",

Paragraphs 15, 16, and 17 are amended and Paragraphs 17A, 17B, 17C, 17D and 17E are

added to read as follows:

15. As part ofits demonstration report required in Paragraph 13, the Company

shall propose to the EPA a short-term (e.g., a 3-hour, 24-hour, or 7-day

rolling average) and a long-term (365-day rolling average) concentration

based limit (ppmvd), each at 0% oxygen, for NOx emissions from each of

its FCCDs. The Company may propose alternative limits to be applicable

during Hydrotreater Outages or other alternate operating scenarios, and

shall comply with the limits they propose for the respective FCCDs

beginning immediately upon submission ofthe reports to EPA, until such

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time as they are required to comply with the emission limits set by EPA,

as specified below.

16. EPA will use the data collected from each FCCD during the baseline,

optimization, and demonstration periods and all other available pertinent

information to establish limits for NOx emissions from the FCCDs. EPA

may establish a short-term (e.g., a 3-hour, 24-hour, or 7-day rolling

average) and a long-term (365-day rolling average) concentration based

limits (ppmvd), each at 0% oxygen, for NOx emissions from each FCCD

based on the level ofperformance during the baseline, optimization, and

demonstration periods, a reasonable certainty of compliance, and any

other available pertinent information.

17. EPA will notify the Company ofits determinations ofNOx concentration

limits for the unit(s). The Company shall immediately comply ifthe EPA

limit is equal to or less stringent than the limit proposed by the Company.

Ifthe limits established by EPA are more stringent than the limit proposed

by the Company, the Company will comply with the EPA established

emission limit within 30 days. Ifthe Company disputes the EPAestablished limits, the Company will invoke the dispute resolution

provisions ofthis Decree by no later than thirty (30) days after EPA's

notice ofthe limits. During the period ofdispute resolution, the Company

will continue to add NOx Additives at the optimized rates.

17A. NOx emissions data during startup, shutdown or malfunction of an FCCD,

or during periods ofmalfunction of a control system or pollutant reducing

catalyst additive system, will not be used in determining compliance with

the short-term NOx emission limits established pursuant to Paragraphs 15

and 16, provided that during such periods the Company implements good

air pollution control practices to minimize NOx emissions.

17B. Each Company may notify EPA at any time prior to the following dates of

that Company's agreement to comply with NOx emission limits of20

ppmvd on a 365-day rolling average basis and 40 ppmvd on a 7-day

rolling average basis, at 0% oxygen for the respective FCCD:

FCCD

Billings

Denver

. Lake Charles

Date

December 31, 2007

December 1, 2006

April 30, 2007

IfCompany makes such a notification, Paragraphs 8-17 will no longer

apply for the affected FCCD(s) after the date ofthe notification, and

Company shall immediately begin to comply with the emissions limits

listed in this Paragraph 17B.

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17C. At any time during the demonstration period, the Company may propose

for EPA approval a short-term (e.g. 3-hour, 24-hour, or 7-day rolling

average) and a long-term (365-day rolling average) concentration based

limit (ppmvd), each at 0% oxygen, for NOx emissions from an FCCD.

The Company may also propose alternative limits to be applicable during

Hydrotreater Outages or other alternate operating scenarios. IfEPA

approves the proposed limits, then the Company shall immediately begin

complying with the proposed limits and the demonstration period shall end

and the requirements of Paragraphs 15-17 shall no longer apply for that

FCCD. Unless and until EPA approves the proposed limits, the Company

shall continue to use low-NOx promoter (if applicable), and continue to

add NOx additive at the optimized rate for the remainder ofthe

demonstration period, and Paragraphs 15-17C shall remain in effect.

17D. Beginning October 31,2005, ConocoPhillips shall comply with a final

NOx emissions limit of40 ppmvd at 0% oxygen on a 365-day rolling

average basis and 60 ppmvd at 0% oxygen on a 7-day rolling average

basis from the Ponca City No.4 FCCU, and the requirements of

Paragraphs 8 through 17 shall no longer apply as theyrelate to the Ponca

City No.4 FCCU.

17E. Beginning September 16, 2005, ConocoPhillips shall comply with an

interim NOx limit of 90 ppmvd at 0% oxygen on a 7-day rolling average

basis, and beginning March 1,2006, ConocoPhillips shall comply with an

interim NOx limit of 46 ppmvd at 0% oxygen on a 365-day rolling

average basis from the Ponca City No.5 FCCU, and the requirements of

Paragraphs 8 through 17 shall no longer apply as they relate to the Ponca

City No.5 FCCU.

4. Part IV, Section C, "Installation ofSNCR System at Ponca City No.5

FCCU", Paragraphs 18 through 23 are amended to read as follows:

18. By no later than December 31, 2006, ConocoPhillips shall install and

operate an Enhanced Selective Non-Catalytic Reduction System (ESNCR) on the CO Boiler at the Ponca City No.5 FCCD. The E-SNCR

system shall consist of ammonia injection with hydrogen injection in the

CO Boiler in order to lower NOx emissions as much as feasible.

19. By no later than September 30, 2006,ConocoPhillips shall prepare and

submit to EPA for review and comment a protocol for optimizing the ESNCR system.

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20. By no later than March 31, 2007, ConocoPhillips shall begin a six (6)

month study, in accordance with the protocol, to optimize the performance

ofthe E-SNCR system to minimize NOx emissions. During the E-SNCR

optimization study, ConocoPhillips will evaluate the effect of operating

parameters on NOx emissions, will monitor NOx emissions and the

operating parameters to identify optimum operating levels for the

parameters that minimize NOx emissions, and will operate the E-SNCR

system in a way that minimizes NOx emissions as much as feasible

without interfering with FCCD conversion or processing rates. By no later

than November 15,2007, ConocoPhillips shall submit a report to EPA for

review and comment that provides the results ofthe optimization study

and identifies the optimum operating levels for the parameters that were

identified as minimizing NOx.

21. By no later than December 31, 2007, ConocoPhillips will begin a

performance demonstration ofthe E-SNCR system at the optimized

operating parameters identified in the E-SNCR optimization study over an

eighteen (18) month period. During the demonstration, ConocoPhillips

will operate the E-SNCR, FCCD, CO Boiler, and FCCD feed hydrotreater

(including but not limited to minimizing FCCD regenerator excess

oxygen) to yield the lowest NOx concentration feasible from the FCCD at

the optimized operating parameters (E-SNCR Demonstration) without

interfering with FCCD conversion or processing rate. The E-SNCR

Demonstration shall conclude by no later than June 30, 2009.

22. No later than August 31,2009, ConocoPhillips shall report to EPA the

results ofthe E-SNCR Demonstration for Ponca City No.5 FCCD. The

report shall include, at a minimum, each ofthe parameters reported in the"

baseline data set required in Paragraph 11. ConocoPhillips shall report the

data or measurements to EPA in electronic format.

23. Reserved

5. Part IV, Section D, "Establishing FCCD NOx Emission Limits for ESNCR System at Ponca City No. 5 FCCD", Paragraphs 24, 25, and 26 are amended and

Paragraphs 26A, 26B, and 26C are added to read as follows;

24. As part ofits E-SNCR Demonstration report required in Paragraph 22

above, ConocoPhillips shall propose to the EPA a short-term (e.g., a 3-

hour, 24-hour, or 7-day rolling average) and a long-term (365-day rolling

average) concentration based limit (ppmvd), each at 0% oxygen, forNOx

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emissions for Ponca City No.5 FCCD. ConocoPhillips shall not propose

a long-term limit higher than 39 ppmvd at 0% oxygen. ConocoPhillips

may propose alternative limits to be applicable during Hydrotreater

Outages or other alternate operating scenarios, and ConocoPhillips shall

comply with the limits it proposes for Ponca City No.5 FCCD beginning

immediately upon submission ofits report to EPA, until such time as

ConocoPhillips is required to comply with the emissions limits set by

EPA, as specified in Paragraph 26.

25. EPA will use the data collected from Ponca City No.5 FCCD during the

optimization and demonstration periods and all other available pertinent

information to establish limits for NOx emissions from the Ponca City No.

5 FCCD. EPA may establish a short-term (e.g., a 3-hour, 24-hour, or 7-

day rolling average) and a long-term (365-day rolling average)

concentration based limits (ppmvd), each at 0% oxygen, for NOx

emissions from the Ponca City No.5 FCCD based on the level of

performance during the optimization, and demonstration periods, a

reasonable certainty of compliance, and any other available pertinent

information. In no case shall the long-term NOx emissions limit

established be higher than 39 ppmvd on a 365-day rolling average basis at

0% oxygen.

26. EPA will notifyConocoPhillips ofits determination ofNOx concentration

limits for the Ponca City No.5 FCCD, and ConocoPhillips shall

immediately comply ifthe EPA limit is equal to or less stringent than the

limit proposed by ConocoPhillips. Ifthe Ponca City No.5 FCCD limit

established by EPA is more stringent than the limit proposed by

ConocoPhillips, ConocoPhillips will comply with the EPA established

emission limit within thirty (30) days. IfConocoPhillips disputes the

EPA-established limits, ConocoPhillips will invoke the dispute resolution

provisions ofthis Decree by no later than thirty (30) days after EPA's

notice ofthe limits. During the period of dispute resolution,

ConocoPhillips will operate the E-SNCR systems under optimized

operating conditions.

26A. NOx emissions during startup, shutdown or malfunction of an FCCD, or

during periods ofmalfunction of a control system, E-SNCR system, or

NOx reducing catalyst additive system, will not be used in determining

compliance with the short-term NOx emission limits established pursuant

to Paragraphs 24 and 25, provided that during such periods

ConocoPhillips implements good air pollution control practices to

minimize NOx emissions.

26B. At any time during the E-SNCR Demonstration, ConocoPhillips may

propose for EPA approval a short-term (e.g. 3-hour, 24-hour, or 7-day

rolling average) and a long-term (365-day rolling average) concentration

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based limit (ppmvd), each at 0% oxygen, for NOx emissions from the

Ponca City No.5 FCCD. In no case shall ConocoPhillips propose a longterm limit greater than 39 ppmvd at 0% oxygen. ConocoPhillips may also

propose alternative limits to be applicable during Hydrotreater Outages or

other alternate operating scenarios. IfEPA approves the proposed limits,

then ConocoPhillips shall immediately begin complying with the approved

limits and the E-SNCR Demonstration shall end and the applicable

requirements ofParagraphs 19-23 shall no longer apply. Unless and until

EPA approves the proposed limits, ConocoPhillips shall continue to

comply with the E-SNCR Demonstration requirements, and all applicable

requirements ofParagraphs 19-23 shall remain in effect.

26C. ConocoPhillips may notify EPA, at any time prior to end ofthe E-SNCR

Demonstration period, ofConocoPhillips' agreement to comply with NOx

emissions limits of20 ppmvd on a 365-day rolling average basis and 40

ppmvd on a 7-day rolling average basis, both at 0% oxygen, on the date of

the notification. IfConocoPhillips makes such a notification, Paragraphs

19-26 shall no longer apply after the date ofthe notification and

ConocoPhillips shall immediately begin to comply with the emissions

limits listed in this Paragraph 26C.

6. Part IV, Section E, "Hydrotreater Outages", Paragraph 27 is amended to read

as follows:

27. No later than one hundred eighty (180) days from the Date ofLodging of

the Consent Decree, ConocoPhillips shall submit to EPA for its approval a

plan to minimize NOx emissions from its Billings, Denver, Lake Charles

and Ponca City FCCUs (including associated air pollution control

equipment) during hydrotreater outages. This plan will address how to

calculate the impact ofthe period(s) ofthe hydrotreater outages on the

annual average emission limits for the FCCUs and may allow for

exclusion from the 365-day average those short-term average

concentrations during periods ofhydrotreater outages. ConocoPhillips

shall comply with the plan at all times including periods ofstartup,

shutdown, and malfunction ofthe hydrotreater. Suncor shall comply with

the plan as it relates to the Denver Refinery as ofthe Date ofPurchase.

The short-term NOx emission limits established for the FCCUs as

provided in this Order shall not apply to ConocoPhillips during periods of

hydrotreater outages at the Billings, Lake Charles, Ponca City No.4 (if a

gas oil hydrotreater is installed) and Ponca City No.5 FCCUs, provided

that ConocoPhillips is maintaining and operating its FCCUs (including

associated air pollution control equipment) in a manner consistent with

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good air pollution control practices for minimizing emissions in

accordance with the EPA-approved good air pollution control practices

plan. Similarly, the short-term NOx emission limits shall not apply to

Suncor during hydrotreater outages at the Denver Refinery provided that

Suncor is maintaining and operating its FCCD (including associated air

pollution control equipment) in amanner consistent with good air

pollution practices for minimizing emissions in accordance with the EPAapproved good air pollution control practices plan. A Hydrotreater Outage

shall mean the period oftime during which the operation of an FCCD is

affected as a result of catalyst change-out operations or shutdowns

required by ASME pressure vessel requirements or state boiler codes, or

as a result ofMalfunction, that prevents the Hydrotreater from effectively

producing the quantity and quality offeed necessary to achieve established

FCCD emission performance.

7. Part V, Section A, "Application ofS02Adsorbing Catalyst Additive at the

Denver, Lake Charles, Billings, Ponca City No.4 and Ponca City No.5 FCCDs",

Paragraphs 32 is amended to read as follows:

32. By no later than the date shown below for each FCCD, ConocoPhillips

(for its refineries) and Suncor (for the Denver Refinery) will begin the

performance demonstration ofthe catalyst additive at the optimized

addition rate. ConocoPhillips (for its refineries) and Suncor (for the

Denver Refinery) shall demonstrate the performance ofthe S02 Adsorbing

Catalyst Additive at the optimized rate for the period oftime indicated

below to yield the lowest S02 concentration feasible from the FCCUat

that optimized rate. For the Lake Charles FCCD, the optimized rate for

the S02 Adsorbing Catalyst Additive catalyst additive shall be 760 pounds

per day.

Billings

Denver

Lake Charles

Ponca City No.4

Ponca City No.5

December 31, 2004 to December 31, 2005

May 1, 2004 to December 1, 2006

October 31, 2005 to April 30, 2007

June 30, 2003 to June 30, 2005

December 31, 2003 to December 31, 2004

8. Part V, Section B, "S02 Adsorbing Catalyst Additives Optimization and

Demonstrations" Paragraphs 35 and 36 are amended to read as follows:

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35. By no later than thirty (30) days prior to beginning the demonstration at

each FCCD, ConocoPhillips (for its refineries) and Suncor (for the Denver

Refinery) shall notify EPA in writing ofthe optimized additive addition

rate for each FCCD with an explanation and the supporting data that

demonstrates that the requirements ofAttachment 2 have been met in

establishing the optimized rates. During the Demonstration, Company

shall both physically add S02 Reducing Catalyst Additive and operate

each FCCD, CO Boiler (where installed) and FCCD feed hydrotreaters

(where installed) in a manner that minimizes S02 emissions to the extent

practicable without interfering with conversion or processing rates.

36. No later than sixty (60) days after the completion ofthe demonstration,

ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery)

shall report to EPA the results ofthe demonstration for each FCCD. The

report shall include, at a minimum, each ofthe parameters reported in the

baseline data set required in Paragraph 34. ConocoPhillips (for its

refineries) and Suncor (for the Denver Refinery) shall report the data or

measurements to EPA in electronic format. ConocoPhillips (for its

refineries) and Suncor (for the Denver Refinery) also shall submit the

information to the appropriate state agency.

9. Part V, Section C, "Establishing FCCD S02 Emission Limits", Paragraphs 38

and 40 are amended and new Paragraphs 40A and 40B are added to read as follows:

38. As part ofits demonstration report required in Paragraph 36, the Company

shall propose to the EPA 7-day rolling average and 365-day rolling

average concentration based limits (ppmvd), each at 0% oxygen, for S02

emissions from each ofits FCCDs. The Company may propose

alternative limits to be applicable during Hydrotreater Outages or other

alternate operating scenarios, and shall comply with the limits it proposes

for each FCCD beginning immediately upon submission ofits report to

EPA, until such time as they are required to comply with the emissions

limits set by EPA, as specified in Paragraph 40.

40. EPA will notify the Company ofits determination of S02 concentration

limits for the respective units. The Company shall immediately comply if

the EPA limit is equal to or less stringent than the limit proposed for each

FCCD. Ifthe S02 limit established by EPA is more stringent than the

limit proposed by the Company, the Company will comply with the EPA

established emission limit within thirty (30) days. 502 emissions during

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startup, shutdown or malfunction of an FCCU, or during periods of

malfunction of a control system or Pollutant Reducing Catalyst Additive

System, will not be used in determining compliance with the short-term

S02 emission limits established pursuant to Paragraphs 38 and 39,

provided that during such periods the Company implements good air

pollution control practices to minimize S02 emissions. Ifthe Company

disputes the EPA-established limits, the Company will invoke the dispute

resolution provisions ofthis Decree by no later than thirty (30) days after

EPA's notice ofthe limits. During the period of dispute resolution, the

Company will continue to add S02 Reducing Additives at the optimized

rates.

40A. Each Company may notify EPA at any time prior to the following dates of

that Company's agreement to comply with S02 emission limits of25

ppmvd on a 365-day rolling average basis and 50 ppmvd on a 7-day

rolling average basis, at 0% oxygen for the respective FCCU:

FCCU

Denver

Lake Charles

Date

December I, 2006 .

April 30,2007

IfCompany makes such a notification, Paragraphs 31- 36 and 38 - 40 will

no longer apply for the affected FCCU(s) after the date ofthe notification,

and Companyshall immediately begin to comply with the emissions limits

listed in this Paragraph 40A.

40B. At any time during the demonstration period, the Company may propose

for EPA approval a 7-day rolling average basis and a 365-day rolling

average basis concentration based limit (ppmvd), each at 0% oxygen, for

S02 emissions from an FCCD. The Company may also propose

alternative limits to be applicable during Hydrotreater Outages or other

alternate operating scenarios. IfEPA approves the proposed limits, then

the Company shall immediately begin complying with the approved limits

and the demonstration period shall end and the requirements of Paragraphs

36 and 38-40 shall no longer apply for that FCCU. Unless and until EPA

approves the proposed limits, the Company shall continue to add S02

additive at the optimized rate for the remainder ofthe demonstration

period, and Paragraphs 36 and 38-40B shall remain in effect.

10. Part V, Section D, "Hydrotreater Outages", Paragraph 41 is amended to read

as follows;

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41. No later than one hundred-eighty (180) days from the Date ofLodging of

the Consent Decree, ConocoPhillips shall submit to EPA for its approval a

plan to minimize SOz emissions from the Billings, Denver, Lake Charles

and Ponca City FCCDs (including associated air pollution control

equipment) during hydrotreater outages. This plan will address how to

calculate the impact ofthe period(s) ofthe hydrotreater outages on the

annual average emission limits for the FCCDs and may allow for

exclusion from the 365-day average those daily average concentrations

during periods of hydrotreater outages. ConocoPhillipsshall comply with

the plan at all times including periods ofstartup, shutdown, and

malfunction ofthe hydrotreater. Suncor shall comply with the plan as it

relates to the Denver Refinery as ofthe Date ofPurchase. The seven (7)

day SOz emission limits established for the FCCDs as provided in this

Order shall not apply during periods of hydrotreater outages at the

Billings, Lake Charles, Ponca City No.4 (if a gas oil hydrotreater is

installed) and Ponca City No.5 FCCDs, provided that ConocoPhillips is

maintaining and operating its FCCDs (including associated air pollution

control equipment) in a manner consistent with good air pollution control

practices for minimizing emissions in accordance with the EPA-approved

good air pollution control practices plan. Similarly, the seven (7) day SOz

emissions limits shall not apply to Suncor during hydrotreater outages at

the Denver Refinery provided that Suncor is maintaining and operating the

Denver Refinery FCCD (including associated air pollution control

equipment) in a manner consistent with good air pollution practices for

minimizing emissions in accordance with the EPA-approved good air

pollution control practices plan. Following the installation of a wet gas

scrubber at an FCCD, this Paragraph shall no longer apply to that FCCD.

A Hydrotreater Outage shall mean the period oftime during which the

operation of an FCCD is affected as a result of catalyst change-out

operations or shutdowns required by ASME pressure vessel requirements

or state boiler codes, or as a result ofMalfunction, that prevents the

hydrotreater from effectively producing the quantity and quality offeed

necessary to achieve established FCCD emission performance.

11. Part VI, Section A, "Reductions ofPM Emissions from FCCDs", Paragraph

46 and 47(a) are amended to read as follows:

46. ConocoPhillips or Suncor (as the case may be) shall install and operate

PM controls as follows:

Lake Charles: On the Date of Lodging ofthe Consent Decree,

ConocoPhillips shall continue to comply with a PM emissions limit of 1

15
pound per 1000 pounds of coke burned as demonstrated by a stack test as

described in Paragraph 47.

Denver: By no later than June 30, 2006, Suncor shall comply with a PM

emissions limit of 1 pound per 1000 pounds of coke burned as

demonstrated by a stack test as described in Paragraph 47. The first

compliance stack test shall be conducted by no later than September 30,

2006.

Billings: Byno later than June 30,2007, ConocoPhillips shall comply

with a PM emissions limit of 1 pound per 1000 pounds of coke burned as

demonstrated by a stack test as described in Paragraph 47. The first

compliance stack test shall be conducted by no later than September 30,

2007

Ponca City No.4: By no later than December 31,2008, ConocoPhillips

shall comply with a PM emissions limit of 1 pound per 1000 pounds of

coke burned as demonstrated by a stack test as described in Paragraph 47.

The first compliance stack test shall be conducted by no later than March

31,2009

Ponca City No.5: By no later than December 31, 2006, ConocoPhillips

shall comply with a PM emissions limit of 1 pound per 1000 pounds of

coke burned as demonstrated by a stack test as described in Paragraph 47.

The first compliance stack test shall be conducted by no later than March

31,2007

47. (a) PM Monitoring - FCeU. Pursuant to the original Consent Decree, a

stack test protocol was proposed and submitted for approval to EPA and

the applicable Plaintiff-Intervener no later than 240 days after lodging.

This test protocol was submitted for all covered refineries on August 6,

2002. Each Company will follow the test methods specified in 40 C.F.R.

§ 60.106(b)(2) or as in the protocol submitted to EPA, if approved, to

measure PM emissions from the FCCDs. Following installation ofthe

control device selected for that particular facility, the Company shall

conduct annual stack tests by December 31 of each calendar year at each

FCCD and will submit the results of each test in the first report due under

Section XIV that is at least three (3) months after the test. Company may

request to EPA that tests may be conducted less frequently than annually

upon a showing of at least three (3) annual tests that the PM limits are not

being exceeded at a particular facility.

16
12. Part VI, Section B, "Reductions ofCO Emissions from FCCDs", Paragraph

49 is amended to read as follows:

49. By no later than the Date ofLodging, ConocoPhillips shall meet an

emission limit of 500 ppmvd CO at 0% 02 on a I-hour average basis.

Compliance by ConocoPhillips (for its refineries) and by Suncor (for the

Denver Refinery as ofthe Date ofPurchase) will not have to be

demonstrated until certification ofCO CEMS, and future compliance will

be demonstrated with the CEM. CO emissions during periods ofstartup,

shutdown or malfunctions ofthe FCCD will not be used for determining

compliance with the emission limit of500 ppmvd CO at 0% 02 on a 1-

hour basis, provided that the Company implements good air pollution

control practices to minimize CO emissions.

13. Part VII, Section A, ~'NOx Reductions", Paragraphs 58 and 61 are

amended and a new paragraph 66A is added to read as follows:

58. ConocoPhillips shall install controls necessary to achieve two-thirds ofthe

combined NOx emissions reductions from the Controlled Heaters and

Boilers at its refineries as set forth in Paragraph 56, by March 31, 2006.

ConocoPhillips shall apply for permits to establish emission limits which

shall be used to demonstrate compliance with the two-thirds reduction by

June 30, 2006. ConocoPhillips shall demonstrate compliance with the

two-thirds requirement by demonstrating in compliance report to be

submitted by September 30, 2006, that it has installed NOx controls and

applied for enforceable limits that will achieve the required reductions,

pursuant to Part XIII (Permitting). For purposes ofthis Consent Decree,

"applied for" shall mean that ConocoPhillips have submitted a complete

and timely application for the appropriate permit, permit modification,

and/or permit waiver. For purposes ofthis Paragraph only, Controlled

Heaters and Boilers may include the following units that accept the annual

average heat input rate (mmBTD/hr) as listed below:

Billings: B-1 & B-2:

Lake Charles: B-3 & B-4:

Ponca City: B-6 & B-7:

mmBTU/hr

5.5 & 5.5

8.0 & 9.0

26.1 & 31.5

61. ConocoPhillips shall submit a detailed NOx Control Plan (Control Plan) to

EPA for approval by no later than four (4) months after the Date of

17
Lodging ofthe Consent Decree. ConocoPhillips or Suncor (for the

Denver Refinery as ofthe Date ofPurchase) shall submit annual updates

("Updates") no later than March 31 of each year for the life ofthe Consent

Decree. EPA shall approve the Control Plan provided that it meets the

requirements ofthe Consent Decree. Upon receipt ofEPA's approval of

the initial Control Plan, ConocoPhillips or Suncor (for the Denver

Refinery as ofthe Date ofPurchase) shall implement the Control Plan.

Initial control plans were submitted and approved in 2002 as required.

The Control Plan and its updates shall describe the progress ofthe NOx

emissions reductions program for heaters and boilers greater than or equal

to 40 mmBTU per hour towards meeting the requirements ofParagraph 56

(for the ConocoPhillips-owned refineries) and Paragraph 55(b) (for the

Denver Refinery) and shall contain the following for each such heater and

boiler at each refinery:

(a) All ofthe information required as identified in Attachment 1;

(b) The baseline utilization rate in average mmBTU/hr for calendar

years 1999 and 2000;

(c) Reserved.

(d) Identification of all heaters and boilers that ConocoPhillips or

Suncor (for the Denver Refinery, as ofthe Date ofPurchase)

has controlled to reduce NOx emissions and plans to control in

accordance with Paragraphs 55b or 56;

(e) Identification ofthe type of controls installed or planned with

date installed or planned;

(f) The allowable NOx emissions (in Ibs/mmBTU) and allowable

heat input rate (in mmBTU/hr) obtained or planned, dates

obtained or planned, and identification ofthe permits in which

the limits were obtained;

(g)The results of emissions tests and annual average CEMS data

(in ppmvd at 3% O2, Ib/mmBTU, and tons per year) conducted

pursuant to Paragraphs 63-65;

(h) The amount in tons per year applied or to be applied toward

satisfying Paragraph 56 or Paragraph 55(b); and

(i) A description ofthe achieved and anticipated annual progress

toward satisfying Paragraph 56 or Paragraph 55(b) described

on a refinery-by-refinery basis.

66A. Not later than December 31, 2006, ConocoPhillips shall install,

certify, calibrate, and begin to operate and maintain a NOx CEMS on the

Lake Charles Refinery H-14 heater provided, further, that ifsuch CEMS is

not installed by September 30, 2006, ConocoPhillips shall also conduct a

stack test ofH-14 in 2006.

18
14. Part VII, Section B, "S02, CO, PM and NSPS Requirements for Heaters and

Boilers", Paragraph 73(a) is amended to read as follows:

73.(a) CO Controls for Heaters and Boilers: _Upon installation ofNOx controls

at a specific heater or boiler, Company shall limit the CO emissions from

that Controlled Heater and Boiler to 0.060 Ib/mmBTU on a 24-hour

rolling average basis and 0.040 Ib/mmBTU on a 365-day rolling average

basis, except during Turndown Operations where Company shall limit CO

emissions to 0.08Ib/mmBTU ona 7-day rolling average basis in lieu of

the 0.060 Ib/mmBTU CO limit. Turndown Operations shall be defined as

a period when the specific heater or boiler is firing at a rate that is less

than 30% ofthe heater or boilers maximum firing rate in mmBTU/hr.

Expressly for heaters H-48 and H-6007 at the Ponca City Refinery during

periods of catalyst regeneration, ConocoPhillips shall limit CO emissions

to 400 ppmvd at3% excess oxygen on a 7-day rolling average basis.

CO emissions during periods ofstartup, shutdown, malfunctions will not

be used for determining compliance with the 24-hour or 7-day rolling

average basis limits, provided the Company implements good air pollution

control practices to minimize emissions during such periods. Ifthe

Company demonstrates that meeting these limits is not technically

feasible, then the Company may request and EPA may approve alternative

limits.

15. .Part X, Section B, "Flare NSPS Subparts A and J Applicability - NonCoker Flares", Paragraphs 160A and 160B are added as follows:

160A. Periodic Maintenance ofFlare Gas Recovery Systems. The Parties

recognize that periodic maintenance may be required for properly

designed and operated flare gas recovery systems. To the extent that the

Company currently operates or will operate flare gas recovery systems, the

Company will take all reasonable measures to minimize emissions while

such periodic maintenance is being performed. This provision applies to

both Non-Coker and Coker flares.

160B. Safe Operation ofRefining Processes. The Parties recognize that under

certain conditions, a flare gas recovery system may need to be bypassed in

the event of an emergency or in order to ensure safe operation ofrefinery

processes. Nothing in this Consent Decree precludes the Company from

temporarily bypassing a flare gas recovery system under such

circumstances. This provision applies to both Non-Coker and Coker

flares.

19
16. Part X, Section C, "Flare NSPS Subparts A and J Applicability - Coker

Flares", Paragraph 164 is amended to read as follows:

164. ConocoPhillips shall upgrade the existing flare gas recovery system at the

Lake Charles Refinery South Flare by March 31, 2006.

17. Part X, Section K, "Acid Gas Flaring and Stipulated Penalties" Paragraph 190

is amended to read as follows:

190. The stipulated penalty provisions ofParagraph 199 shall apply to any Acid

Gas Flaring Incident that either:

(a) Results in emissions ofsulfur dioxide at a rate of greater than

twenty (20) pounds per hour continuously for three (3) consecutive

hours or more and the Company has failed to take action during the

Acid Gas Flaring Incident to limit the duration and/or quantity of

S02 emissions associated with such Incident; or

(b) Causes the total number ofAcid Gas Flaring Incidents per refinery

in a rolling twelve (12) month period to exceed five (5).

18. Part XIV, "General Recordkeeping, Record Retention and Reporting",

Paragraphs 213-214 are replaced in their entirety and Paragraph 213A and 213B are

added as follows:

20
213. Beginning with the first full calendar quarter after the Date ofEntry ofthe

Consent Decree, the Company will submit to EPA and the Applicable

Plaintiffmtervener within thirty (30) days after the end of each calendar

quarter through 2005, and semi-annually on January 31 and July 31

thereafter until termination ofthis Consent Decree for that Refinery, a

progress report for each Refinery. All reports required by the Consent

Decree that are required to be submitted as part ofthe Quarterly Progress

Reports pursuant to Part XIV and/or Paragraph 213 shall now be due

according to this amended Paragraph 213. Each report will contain, for

the relevant Refinery, the following:

(a) progress report on tht:;l implementation ofthe requirements ofParts

IV - XII at the relevant Refinery;

(b) a summary ofthe emissions data and Hydrocarbon Flaring

Incidents for the relevant Refinery that is specifically required by

the reporting requirements of Parts IV-XII and XIV ofthis Consent

Decree for the period covered by the report;

(c) a description of any problems anticipated with respect to meeting

the requirements ofParts IV-XII ofthis Consent Decree at the

relevant Refinery;

(d) a description ofthe status of all SEPslBEPs (if any) being

conducted at the Refinery;

(e) any such additional matters as the Company believes should be

brough~ to the attention ofEPA and the Applicable Plaintiffmtervener.

213A. In the semi-annual report required to be submitted on July 31 of each year,

the Company shall provide a summary of annual emissions data for the

prior calendar year to include:

(a) NOx, S02, CO and PM emission tons per year for each heater and

boiler greater than 40 mmBTU/hr maximum fired duty;

(b) NOx, S02, CO and PM emission in tons per year for each FCCU;

(c) S02 emissions from all Sulfur Recovery Plants in tons per year;

(d) S02 emissions from all acid gas flaring and tail gas incidents by

flare in tons per year; and

(e) NOx, S02, PM and CO emissions in tons per year as a sum at each

refinery for all other emissions units for which emissions

information is required to be included in the facilities' annual

emissions summaries and are not identified in (a) through (d) and

(f) ofthis paragraph;

(f) NOx, S02, CO and PM emission in tons per year as a sum for all

heaters and boilers less than 40 mmBTU/hr maximum fired duty;

21
(g) for each ofthe estimates in (a) through (d) above, the basis for the

emissions estimate or calculation (i.e. stack tests, CEMS, emission

factor, etc.).

To the extent that the required emissions summary data is available in

other reports generated by the Company, such other reports can be

attached, or the appropriate information can be extracted from such other

reports and attached to this semi-annual report to satisfy this requirement.

Company may submit a written request to EPA to stop supplying

Paragraph 213A reports, and ifEPA approves this request in writing,

Company shall no longer be required to provide such reports.

213B. In each semi-annual report, a summary of all exceedances of emission

limits required or established by this Consent Decree. The semi- annual

report shall include:

(a) for operating units emissions limits that are required by the

Consent Decree and monitored with CEMS or PEMS, for each

CEMS or PEMS:

(i) total period where the emissions limit was exceeded, if

applicable, expressed as a percentage of operating time for

each calendar quarter;

(ii) where the operating unit has exceeded the emissions limit

more than 1% ofthe total time ofthe calendar quarter,

identification of each averaging period that exceeded the

limit by time and date, the actual emissions ofthat

averaging period (in the units ofthe limit, and any

identified cause for the exceedance (including startup,

shutdown, maintenance or malfunction), and, ifit was a

malfunction, an explanation and any corrective actions

taken;

(iii) total downtime ofthe CEMS or PEMS, if applicable,

expressed as a percentage of operating time for the

calendar quarter;

(iv) where the CEMS or PEMS downtime is greater than 5% of

the total time in a calendar quarter for a unit, identify the

periods of downtime by time and date, and· any identified

cause ofthe downtime (including maintenance or

malfunction), and, ifit was a malfunction, an explanation

and any corrective action taken.

(v) if a report filed pursuant to another applicable legal

requirement contains all ofthe information required by this

subsection (a) in similar or same format, the requirements

ofthis subsection (a) may be satisfied by attaching a copy

ofsuch report.

22
(b) for any exceedance of an emissions limit required by the Consent

Decree from an operating unit monitored through stack testing:

(i) .a summary ofthe results ofthe stack test in which the

exceedance occurred;

(ii) a copy ofthe full stack test report in which theexceedance

occurred;

(iii) to the extent that the Company has already submitted the

stack test results, the Company need not resubmit them, but

may instead reference the submission in the report (e.g.,

date, addressee, reason for submission).

214. The report will be certified for ConocoPhillips by either the person

responsible for environmental management at the appropriate Refinery or

by a person responsible for overseeing implementation ofthis Decree

across ConocoPhillips, and for Suncor by either the Denver Refinery

Manager or the person responsible for environmental management at the

Denver Refinery, as follows:

I certify under penalty oflaw that this information was

prepared under my direction or supervision by personnel

qualified to properly gather and evaluate the information

submitted. Based on my directions and after reasonable

inquiry ofthe person(s) directly responsible for gathering

the information, the information submitted is, to the best of

my knowledge and belief, true, accurate, and complete.

19. Part XVIII, "Stipulated Penalties", Paragraph 257 is amended to read as

follows:

257. The Company shall pay such stipulated penalties only upon written

demand by the United States or the appropriate Plaintiff-Intervener no

later than thirty (30) days after the Company receives such demand. Such

demand will identify to which government agencies payment must be

made. Stipulated penalties shall be apportioned between the United States

and the appropriate Plaintiff-Intervener, 50%to each. Such payment shall

be made to the United States and to the appropriate Plaintiff-Intervener in

the following manner:

(a) Stipulated Penalties owed the United States: Stipulated penalties

owing to the United Stated of under $10,000 will be paid by check and

23
made payable to "U.S. Department ofJustice", referencing USAO File

Number 2001 V 01872, DOJ Case Number 90-5-2-1-07295/1, and the

civil action case name and numbers ofthe Southern District ofTexas

(H-01-4430). Each such check shall be delivered to the U.S.

Attorney's Office in the Southern District ofTexas, 910 Travis St.,

Suite 1500, Houston, Texas 77208. Stipulated penalties owing to the

United States of $10,000 or more shall be paid by Electronic Funds

Transfer (EFT) to the United States Department ofJustice, in

accordance with current EFT procedures, referencing the USAO File

Number 2001 V 01872, and DOJ Case Number 90-5-2-1-07295/1, and

the civil action case name and case number ofthe Southern District of

Texas (H-01-4430). The costs ofsuch EFT shall be the Company's

responsibility. EFT payment shall be made in accordance with

instructions provided to the Company by the Financial Litigation Unit

ofthe U.S. Attorney's Office in the Southern District ofTexas. Any

funds received after 11 :00 a.m. (EST) shall be credited on the next

business day. The Company shall provide notice ofpayment,

referencing the USAO File Number and DOJ Case Number 90-5-2-1-

07295/1, and the civil action case name and case number, to the

Department ofJustice and to EPA, as provided in Paragraph 296

(Notice).

(b) Stipulated Penalties Owed Plaintiff-Intervener the State ofLouisiana:

Payment to Plaintiff-Intervener the State ofLouisiana shall be made in

the form of a certified check payable to the Louisiana Department of

Environmental Quality and delivered to Darryl Serio, Fiscal Officer,

Office ofManagement and Finance, LDEQ, P.O. Box 4303, Baton

Rouge, Louisiana, 70821-4303.

(c) Stipulated Penalties Owed Plaintiff-Intervener the State ofColorado:

Payment to Plaintiff-Intervener the State ofColorado shall be made by

submitting a check, payable to Colorado Department ofPublic Health

and Environment, 4300 Cherry Creek Drive South, Denver, Colorado

80246-1530.

(d) Stipulated Penalties Owed Plaintiff-Intervener the State ofMontana:

Payment to Plaintiff-Intervener the State ofMontana shall be made by

submitting a certified check, payable to the State ofMontana: John L.

Arrigo, Administrator, Enforcement Division, Montana Department of

Environmental Quality, P.O. Box 200901, Helena, MT 59620-0901.

(e) Stipulated Penalties Owed Plaintiff-Intervener the State of Oklahoma:

Payment to Plaintiff-Intervener the State of Oklahoma shall be made

by submitting a check or money order made payable to the Department

ofEnvironmental Quality Revolving Fund, and delivered to:

Oklahoma Department ofEnvironmental Quality Finance and Human

Resources Management, P.O. Box 2036, Oklahoma City, OK 73101;

attention: Accounts Receivable.

24
20. Part XXIII, "General Provisions", Paragraph 290 is replaced in its entirety;

Paragraph 290A is added; Paragraphs 296 and 297 are modified as to the notice recipient

for Louisiana and ConocoPhillips and to clarify EPA approvals; and Paragraph 301 is

modified to read as follows:

290. Alternative Monitoring and Testing Plans. An Alternative Monitoring or

Testing Plan (AMP) shall mean a monitoring or testing plan, upon

approval by EPA that the Company may use in lieu of a regulatory

monitoring requirement. Wherever this Consent Decree specifically

requires or permits the submission of an AMP to EPA for approval, the

Company will submit a complete AMP application and begin complying

with the AMP as proposed. If an AMP is not approved, then within ninety

(90) days ofthe Company's receipt of disapproval, the Company will

submit to EPA for approval, with a copy to the Applicable Plaintiff

Intervener, a plan and schedule that provide for compliance with the

applicable monitoring requirements as soon as practicable. Such plan may

include a revised AMP application, physical or operational changes to the

equipment, or additional or different monitoring. AMP's will be permitted

for the following emissions units and emissions cases under this Consent

Decree:

a) To allow the use of SOz CEMS on the FCCD for demonstration of

compliance with the SOz emission limit of40 CFR 60.104(b)(2)

(Subpart J).

b) Flares which implement the compliance method specified in

Paragraph 156(b) to demonstrate compliance with the limits at 40

CFR 60.104(a)(I) provided that the AMP is substantially similar to

the method identified as the "Alternative Monitoring Plan for

NSPS Subpart J Refinery Fuel Gas" attached to EPA's December

2, 1999 letter to Koch Refining Company LP.

c) Heaters and Boilers to demonstrate compliance with the limits at

40 CFR 60.104(a)(1) provided that the AMP is substantially

similar to the method identified as the "Alternative Monitoring

Plan for NSPS Subpart J Refinery Fuel Gas" attached to EPA's

December 2, 1999 letter to Koch Refining Company LP.

290A. Compliance with this Consent Decree Constitutes Compliance with

Certain NSPS Subpart A Requirements. Entry ofthis Consent Decree and

compliance with the applicable monitoring requirements for FCCDs,

heaters and boilers, sulfur recovery plants, sulfuric acid plants, and flares

25
(as appropriate) existing as ofDecember 20,2001 will satisfy the notice

requirements of 40 C.F.R. § 60.7(a) and the initial performance test

requirement of40 C.F.R. § 60.8(a).

296. As to Co-Plaintiffthe State ofLouisiana, through the Department of

Environmental Quality:

Peggy M. Hatch

Administrator, Enforcement Division

Office ofEnvironmental Compliance

Louisiana Department of Environmental Quality

P.O. Box 4312

Baton Rouge, Louisiana 70821-4312

As to ConocoPhillips:

Cully Farhar, Program Manager

ConocoPhillips Company

600 North Dairy Ashford

Room TA3134

Houston, TX 77079

Telephone: (281) 293-4152

Thomas J. Myers, HSE Manager, U.S. Refining

ConocoPhillips Company

600 North Dairy Ashford

Room TA3138

Houston, TX 77079

Telephone: (281) 293-4851

Managing Environmental Counsel

Legal Department

ConocoPhillips Company

600 North Dairy Ashford

Houston, TX 77079

297. Approvals. All EPA approvals or comments required under this

Consent Decree shall come from EPA in writing. All Plaintiff-Intervener

approvals shall be sent from the offices identified in Paragraph 296.

301. Modification: This Consent Decree contains the entire agreement ofthe

Parties and will not be modified by any prior oral or written agreement,

representation or understanding. Prior drafts ofthe Consent Decree will

not be used in any action involving the interpretation or enforcement of

26
the Consent Decree. Non-material modifications to this Consent Decree

will be effective when signed in writing by EPA and the Company. The

United States will file non-material modifications with the Court on a

periodic basis. For purposes ofthis Paragraph, non-material modifications

include but are not limited to modifications to the frequency ofreporting

obligations and modifications to schedules that do not extend the date for

compliance with emissions limitations following the installation of control

equipment or the completion of a catalyst additive program, provided that

such changes are agreed upon in writing between EPA and the Company.

Material modifications to this Consent Decree will be in writing, signed by

EPA, the Applicable Plaintiff(s)-Interveners(s), and the Companies or

applicable Company, and will be effective upon filing with the Court.

21. Part XXIV, "Termination", Paragraph 304 is amended and new Paragraphs

305, 306 and 307 are added to read as follows:

304. This Consent Decree shall be subject to termination upon motion by the

United States, the Plaintiff-Intervener, or Company after Company

satisfies all requirements ofthis Consent Decree for its facility or facilities

(as the case may be). Each Company may separately move to terminate

this Consent Decree for its facility or facilities (as the case may be) upon

completion of all requirements necessary for termination for that

Company. The other Company's compliance status shall not affect one

Company's ability to terminate. The requirements for termination include

payment of all stipulated penalties that may be due to the United States or

the Plaintiff-Intervener under this Consent Decree, installation of control

technology systems as specified herein and the performance of all other

Consent Decree requirements, the receipt of all permits specified herein,

and EPA's receipt ofthe first progress report following the conclusion of

Company's operation for at least one year of all units in compliance with

the emission limits established herein. At such time, ifCompany believes

that it is in compliance with the requirements ofthis Consent Decree and

the permits specified herein and has paid any stipulated penalties required

by this Consent Decree, then it shall so certify to the United States and the

Plaintiff-Intervener, and unless any ofthe Plaintiffs object in writing with

specific reasons within one hundred twenty (120) days ofreceipt ofthe

certification, the Court shall order that this Consent Decree be terminated

on Company's motion.

305. Certification ofCompletion: Applicable Parts and subparts. Prior to

moving for termination under Paragraph 304, the Company may at its sole

discretion seek to certify as provided in Paragraph 306, as to a particular

27
Refinery, completion of one or more ofthe following Parts/sections of

Parts ofthe Consent Decree applicable to that Refinery:

(a) Part N. - Reductions ofNOx Emissions from Fluidized Catalytic

Cracking Units (including operation ofthe unit for 12 months after

completion in compliance with the emission limits established

pursuant to the Consent Decree);

(b) Part V - Reductions of S02 Emissions from Fluid Catalytic

Cracking Units (including operation ofthe unit for 12 months after

completion in compliance with the emission limits established

pursuant to this Consent Decree);

(c) Part VI. Reductions ofOther Emissions from FCCUs. This Part

includes subparts for PM, Opacity and CO emissions, and the

Company may seek to certify completion of one or more ofthese

subparts, including operation ofthe unit for 12 months after

completion in compliance with the emission limits established in

the subpart pursuant to the Consent Decree.

(d) Part VII - Emissions Reductions from Heaters and Boilers

(including operation ofthe relevant units for 12 months after

completion in compliance with the emission limit set pursuant to

the Consent Decree);

(e) Part XVI - Supplemental and Beneficial Environmental Projects.

(f) Part VIII - Program Enhancements re: Benzene Waste Operations

NESHAP

(g) Part IX - Program Enhancements re: Leak Detection and Repair

(h) Part X - Program Enhancements re: Subpart J and Flaring

306. Certification ofCompletion: Company Actions. Ifthe Company

concludes that any ofthe Parts or subparts ofthe Consent Decree

identified in Paragraph 305 have been completed for anyone ofthe

Covered Refineries, the Company may at its sole discretion submit a

written report to EPA and the Applicable PlaintiffIntervener describing

the activities undertaken and certifying that the applicable partes) have

been completed in full satisfaction ofthe requirements ofthis Consent

Decree, and that the Company is in substantial and material compliance

with all oftheir other requirements ofthe Consent Decree. The report will

contain the following statement, signed by a responsible corporate official

ofthe Company:

28
To the best ofmy knowledge, after appropriate investigation, I

certify that the information contained in or accompanying this

submission is true, accurate and complete. I am aware that there

are significant penalties for submitting false information, including

the possibility offine and imprisonment for knowing violations.

307. Certification ofCompletion: EPA Actions. Upon receipt ofthe

Company's certification, EPA, after opportunity for comment by the

Applicable PlaintiffIntervener, will notify the Companywhether the

requirements set forth in the applicable partes) have been completed in

accordance with this Consent Decree. The parties recognize that ongoing

obligations under such partes) remain and necessarily continue (e.g.,

reporting, recordkeeping, training, auditing requirements) through

Termination ofthe entire Consent Decree for that Refinery as provided in

Paragraph 304, and that the Company's certification is that it is in current

compliance with all such ongoing obligations.

(a) IfEPA concludes that the requirements have not been fully

complied with, EPA will notify the Company as to the activities

that must be undertaken to complete the applicable partes) ofthe

Consent Decree. The Company will perform all activities

described in the notice, subject to its right to invoke the dispute

resolution procedures set forth in Part XXII (Dispute Resolution).

(b) IfEPA concludes that the requirements ofthe applicable Partes)

have been completed in accordance with this Consent Decree, EPA

will so certify in writing to the Company. This certification will

constitute the certification of completion ofthe applicable partes)

for purposes ofthis Consent Decree.

308. Certification ofCompletion: No Impediment to Stipulated Penalty

Demand. Nothing in Paragraphs 305-307 will preclude the United States

or the appropriate PlaintiffIntervener from seeking stipulated penalties for

a violation of any ofthe requirements ofthe Consent Decree regardless of

whether a Certification ofCompletion has been issued under Paragraph

307(b) ofthe Consent Decree. In addition, nothing in Paragraph 307 will

permit the Company to fail to implement any ongoing obligations under

the Consent decree regardless ofwhether a Certification ofCompletion

has been issued under Paragraph 307(b) ofthe Consent Decree.

22. Attachment 2, Section III, "Establishing An Optimized NOx Reducing

Catalyst Additive Addition Rate" - Paragraph B is amended to read as follows:

29
B. The Increments

The three addition rates or "increments" shall be based on total FCC

catalyst addition rates and shall be:

1.0 Weight % NOx Reducing Catalyst Additive

1.5 Weight % NOx Reducing Catalyst Additive

2.0 Weight % NOx Reducing Catalyst Additive

As to the Billings Refinery FCCD, the "increments" shall be based upon

the average total catalyst addition rate for the baseline period which was

1.2 tons/day.

23. Attachment 8 SUPPLEMENTAL AND BENEFICIAL ENVIRONMENTAL

PROJECTS is amended as follows:

Paragraph D is deleted, having been replaced by new Paragraph 213(d).

Paragraph E is amended as follows:

E. The first report required under Paragraph 213 following

completion of each project shall include a Final SEP or BEP

Report containing the following information:

1. a narrative description ofthe development and

implementation ofthe SEP or BEP;

2. a certification that the SEP or BEP was installed and

operated in accordance with the approved or modified

SOW for each;

3. a certification that the full amount allocated for each SEP

or BEP was spent.

24. The undersigned representatives are fully authorized to enter into the terms

and conditions ofthis Amendment.

25. This Amendment may be executed in several counterparts, each ofwhich will

be considered an original.

30
ORDER

Before the taking of any testimony, without adjudication of any issue offact or

law, and upon the consent and agreement ofthe Parties, it is:

ORDERED, ADJUDGED and DECREED that this Second Amendment to the

Consent Decree is hereby approved and entered as a final order ofthis Court.

Dated and entered this·__day of , 2006

United States District Judge

31
WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in

United States, et al., v. Conoeo, Civil Action H-01-4430 on April 30, 2002.

IANNE M. SHAWLEY

Senior Counsel

Environmental Enforcement Section

Environmental and Natural Resources Division

U. S. Department ofJustice

P. O. Box 7611

Washington, D.C. 20044-7611

202-514-0096

FOR PLAINTIFF THE UNITED STATE OF AMERICA

Date: k/A.£tJfX v 'SUE

~~~ ELLEN WOOLDRIDGE

Assistant Attorney General

Environmental and Natural Resources Division

U. Department ofJustice

Date:

32
WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in

United States, et a!., v. Conoco, Civil Action H-01-4430 on April 30, 2002.

F.OR DEFENDANT, CONOCOPHILLIPS 97MPANY ,.

Date: tf~2f~4f N~.M.ZIEM~~A

". President, Central/West Refining

ConocoPhillips

600 N. Dairy Ashford

Houston, TX 77079

281-293-1000

33
WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in

United States, et al., v. Conoeo, Civil Action H-01-4430 on April 30, 2002.

FOR Suncor Energy (U.S.A.) Inc.

Date: --t...L.::..--=--Jf-----'H-l:flV--C.-

MIKE

Presid nt

Suncor Energy (U.S.A.) Inc.

7800 East Orchard Road, Suite 300

Greenwood Village, CO 80111

Tel: 303-793-8000

34
WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in

United States, et al., v. Canaea, Civil Action H-01-4430 on June 6, 2006.

FOR THE STATE OF LOUISIANA:

LINDA KORN LEVY

Assistant Secretary

Office ofEnvironmental Compliance

Louisiana Department ofEnvironmental Quality

BY:)tr-~_~

TED R. BROYLES, II

Senior Attorney (LA Bar No: 20456)

Legal Division

Louisiana Department ofEnvironmental Quality

(225) 765-0236

35
WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in

United States, et al., v. Canaea, Civil Action H-Ol-4430 on April 30, 2002.

FOR STATE OF MONTANA

RICHARD H. OPPER, DIRECTOR

Montana Department ofEnvironmental Quality

MetcalfBuilding

P.O Box 20091

Helena, MT 59620-0901

36
WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in

United States, et a/., v. Conoco, Civil Action H-01-4430 on April 30, 2002.

FOR STATE OF OKLAHOMA:

~~-tJMsJ- STEVE THOMPSON

Executive Director

Oklahoma Department of Environmental Quality

707 North Robinson

PO Box 1677

Oklahoma City, OK 73101-1677

37
FOR UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

Date: _---1_-'--- _

~WJ!.tti!1J;twP-II----\1;.------- Director

Office ofCivil Enforcement

Office ofEnforcement and Compliance

Assurance

United States Environmental Protection Agency

Ariel Rios Building

1200 Pennsylvania Avenue, N.W.

Washington, DC 20460

38
WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in

United States, et aI., v. Conoeo, Civil Action H-01-4430 on April 30, 2002.

Date: -'----/------,1-------"'--'="'--

Date: ~¢t

i!~E:!lS~ Division Director, Air Pollution Control Division

Colorado Dept.ofPublic Health & Environment

APCD-ADM-B1

4300 Cherry Creek Drive South

Denver, Colorado 80246-1530

Telephone: (303) 692-3115

Fax: (303) 782-5493

Assistant Attorney General

Natural Resources and Environmental Section

Office ofthe Colorado Attorney General

1525 Sherman St., 5th Floor

Denver, Colorado 80203

Telephone: (303) 866-5280

Fax: (303) 866-3558

Email: tom.roan@state.co.us

39