IN THE UNITED STATES DISTRICT COURT FORTHE 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. ) ) ) ) ) ) ) ) ) ) ) ) ) Civil Action ) No. H-01-4430 ) ) ) ) )

SECOND AMENDMENT TO CONSENT DECREE

WHEREAS, Plaintiff, the United States ofAmerica (hereinafter "Plaintiff' or "the United States"); the State ofColorado, the State ofLouisiana, the State ofMontana and the State ofOklahoma**(hereinaft~r** "PlaintiffInterveners"); and Conoco Inc., (hereinafter "ConocoPhillips" or "COPC"), are parties to a Consent Decree enteredby this Court on April 30, 2002 (hereinafter "the Consent Decree"); and WHEREAS Conoco Inc. merged with Phillips Companyto form ConocoPhillips Company; and

1WHEREAS this civil action refers to only those ConocoPhillips refineries located in Billings, MT, Lake Charles, LA, and Ponca City, OK; and. WHEREAS, SuncorEnergy (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 DenverRefinery, as ofthe date the transfer ofownership, August 

### 1,2003 (hereinafterthe "Date ofPurchase"); and WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor amended the Consent Decree effective August 5,2003 to 1) transfer to Suncorthe 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 ofPurchaseinsofar as they relate to the Denverrefinery 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 Suncorto the same
extent as ifSuncor were specifically identified and ornamed in those provisions, as amended, and 3) correct errors in Paragraph**193~** and WHEREAS, the United States, PlaintiffInterveners, ConocoPhillips and Suncor
want to revise certainportions to clarify Suncor's obligations subsequent to the First Amendment; and

2WHEREAS, for convenience sake, ConocoPhillips and/or Suncormay be referred
to as Company or Companies when identifying theirrespective obligations at their refinery and/orrefineries; and WHEREAS, the United States, PlaintiffInterveners ConocoPhillips and Suncor
want to revise the FCCUNOx and S02 Additive Programs to: 1) revise the program dates currently found in Paragraphs 9(a) and 32; 2) clarify when combustionpromoters
mustbe used ormaybe discontinued; 3) clarifythat 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-dayrolling average at any time priorto completion of the respective S02 additive demonstration periods; 5) allow certain FCCU's to accept final limits for NOx of20 ppmvd 365-dayrolling average and 40 ppmvd 7-day rolling
average at any time priorto 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 ofan Enhanced SNCR system in lieu of the previously required SNCR and a subsequentNOx reducing catalyst additive optimization and demonstration for the Ponca City No.5 FCCU; and

3WHEREAS, United States, PlaintiffInterveners, ConocoPhillips and Suncorwant
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 terminationprocedures, 4) clarify flare control options, and 5) clarifyPM 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 Courtbefore it is effective; NOW, THEREFORE, the United States, Plaintiff-Interveners, ConocoPhillips, and Suncorhereby agree that, upon approval ofthis Amendmentby the Court, the Consent Decree shall therebybe amended as follows:



### 41. Part II, "Applicability", anew Paragraph 3A is added to read as follows: 3A. With the sale ofthe DenverRefinery from ConocoPhillips to Suncor and entry ofthe FirstAmendment, 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, PlaintiffIntervenerthe State ofColorado, and upon Suncor and the Suncor DenverRefinery until this Consent Decree is terminated as to Suncor and the SuncorDenverRefinery as provided in PartXXIV, 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). Byno laterthan 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 indicatedbelow to yield the lowest NOx concentration feasible from the FCCU at that optimizedrate. Forthe Lake Charles FCCU, the optimizedrate 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). Byno laterthan the appropriate date shown below for itsFCCU, Suncorwill 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

5rate for the periods indicatedbelow to yield the lowest NOx concentration feasible from the FCCD at that optimizedrate. Denver December 1, 2004 to December I, 2006

lOA. Companymay use conventional combustion promoteron 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 ofeliminating such use. Notwithstanding the foregoing, Company will notbe required to adjust operating parameters in a way that would limit conversion orprocessing rates. Within thirty (30) days ofusing conventional combustion promoter, the Company will submit areport to EPA documenting when and why the Company used the conventional combustionpromoter and the actions, if any, taken to return to the minimized level ofuse.

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 notbe required to adjust operating parameters in away that would limit FCCD conversion orprocessing rates.

3. Part IV, Section B, "Establishing FCCD NOx Emission Limits at the Denver, Lake Charles, Billings, Ponca CityNo.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-dayrolling 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 theypropose for the respective FCCDs beginning immediatelyupon submission ofthe reports to EPA, until such

6time as they are required to comply with the emission limits setby EPA, as specifiedbelow. 16. EPAwill 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-dayrolling 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 ofcompliance, 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 limitproposed by the Company. Ifthe limits establishedby 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 laterthan thirty (30) days afterEPA's notice ofthe limits. During the period ofdispute resolution, the Company will continue to add NOx Additives at the optimizedrates. 17A. NOx emissions data during startup, shutdown or malfunction ofan FCCD, or during periods ofmalfunction ofa control system orpollutantreducing catalyst additive system, will notbe used in determining compliance with the short-termNOx emission limits established pursuant to Paragraphs 15 and 16, provided that during suchperiods the Company implements good airpollution control practices to minimize NOx emissions. 17B. Each Company may notify EPA at any time prior tothe following dates of that Company's agreement to comply with NOx emission limits of20 ppmvd on a 365-dayrolling 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 immediatelybegin to complywith the emissions limits listed in this Paragraph 17B.

717C. At any time during the demonstration period, the Company maypropose for EPA approval a short-term (e.g. 3-hour, 24-hour, or 7-dayrolling average) and a long-term (365-day rolling average) concentrationbased 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 proposedlimits, then the Company shall immediatelybegin complying with the proposed limits and the demonstrationperiod shall end and the requirements ofParagraphs 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 (ifapplicable), 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-dayrolling average basis and 60 ppmvd at 0% oxygen on a 7-dayrolling 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 CityNo.4 FCCU. 17E. Beginning September 16, 2005, ConocoPhillips shall complywith an interim NOx limit of90 ppmvd at 0% oxygen on a 7-dayrolling average basis, and beginning March 1,2006, ConocoPhillips shall comply with an interim NOx limit of46 ppmvd at 0% oxygen on a 365-dayrolling 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 laterthan December 31, 2006, ConocoPhillips shall install and operate an Enhanced Selective Non-Catalytic Reduction System (ESNCR) on the CO Boiler at the Ponca CityNo.5 FCCD. The E-SNCR system shall consist ofammonia injection with hydrogen injection in the CO Boilerin orderto lowerNOx emissions as much as feasible. 19. Byno laterthan September 30, 2006,ConocoPhillips shall prepare and submit to EPA for review and comment aprotocol for optimizing the ESNCR system.



### 820. Byno 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 systemto minimize NOx emissions. During the E-SNCR optimization study, ConocoPhillips will evaluate the effect ofoperating parameters onNOx emissions, will monitorNOx 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 orprocessing rates. By no later than November 15,2007, ConocoPhillips shall submit areport to EPA for review and commentthatprovides the results ofthe optimization study and identifies the optimum operating levels for the parameters that were identified as minimizing NOx. 21. Byno laterthan December 31, 2007, ConocoPhillipswill begin a performance demonstration ofthe E-SNCR system at the optimized operating parameters identified in the E-SNCR optimization study over an eighteen (18) monthperiod. During the demonstration, ConocoPhillips will operate the E-SNCR, FCCD, CO Boiler, and FCCD feed hydrotreater (including butnot limited to minimizing FCCD regenerator excess oxygen) to yield the lowest NOx concentration feasible from the FCCD at the optimized operating parameters (E-SNCRDemonstration) without interfering with FCCD conversion orprocessing rate. The E-SNCR Demonstration shall conclude by no laterthan June 30, 2009. 22. No laterthan 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 ormeasurements to EPA in electronic format. 23. Reserved

5. Part IV, Section D, "Establishing FCCD NOx Emission Limits for ESNCR System at Ponca CityNo. 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 Demonstrationreport 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) concentrationbased limit (ppmvd), each at 0% oxygen, forNOx



### 9emissions for Ponca City No.5 FCCD. ConocoPhillips shall notpropose a long-term limit higher than 39 ppmvd at 0% oxygen. ConocoPhillips maypropose alternative limits to be applicable during Hydrotreater Outages or other alternate operating scenarios, and ConocoPhillips shall comply with the limits itproposes 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 setby 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 informationto establish limits for NOx emissions from the Ponca CityNo. 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-dayrolling average) concentrationbased limits (ppmvd), each at 0% oxygen, for NOx emissions from the Ponca CityNo.5 FCCD based on the level of performance during the optimization, and demonstrationperiods, a reasonable certainty ofcompliance, and any other available pertinent information. In no case shall the long-term NOx emissions limit establishedbe higher than 39 ppmvd on a 365-dayrolling 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 limitproposedby ConocoPhillips. Ifthe Ponca City No.5 FCCD limit establishedbyEPA is more stringentthan the limitproposedby 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 byno laterthan thirty (30) days afterEPA's notice ofthe limits. During the period ofdispute resolution, ConocoPhillips will operate the E-SNCR systems under optimized operating conditions. 26A. NOx emissions during startup, shutdown ormalfunction ofan FCCD, or during periods ofmalfunction ofa control system, E-SNCR system, or NOx reducing catalyst additive system, will notbe used in determining compliance with the short-term NOx emission limits establishedpursuant to Paragraphs 24 and 25, provided that during such periods ConocoPhillips implements good airpollution 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



### 10based limit (ppmvd), each at 0% oxygen, for NOx emissions from the Ponca CityNo.5 FCCD. In no case shall ConocoPhillips propose a longterm limit greaterthan 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 immediatelybegin 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 Demonstrationrequirements, and all applicable requirements ofParagraphs 19-23 shall remain in effect. 26C. ConocoPhillips maynotify 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-dayrolling average basis and 40 ppmvd on a 7-dayrolling average basis, both at 0% oxygen, on the date of the notification. IfConocoPhillips makes such anotification, Paragraphs 19-26 shall no longer apply after the date ofthe notification and ConocoPhillips shall immediatelybegin 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 laterthan one hundred eighty (180) days from the Date ofLodging of the ConsentDecree, 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 airpollution 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 DenverRefinery 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 CityNo.4 (ifa gas oil hydrotreater is installed) and Ponca CityNo.5 FCCUs, provided that ConocoPhillips is maintaining and operating its FCCUs (including associated airpollution control equipment) in a manner consistent with

11good air pollution control practices for minimizing emissions in accordance with the EPA-approved good airpollution control practices plan. Similarly, the short-term NOx emission limits shall not apply to Suncor during hydrotreater outages at the DenverRefineryprovided that Suncor is maintaining and operating its FCCD (including associated air pollution control equipment) in amanner consistent with good air pollutionpractices for minimizing emissions in accordance with the EPAapproved good airpollution control practices plan. A Hydrotreater Outage shall mean the period oftime during which the operation ofan FCCD is affected as aresult ofcatalyst change-out operations or shutdowns requiredby 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 emissionperformance.

7. PartV, Section A, "Application ofS02Adsorbing Catalyst Additive at the Denver, Lake Charles, Billings, Ponca City No.4 and Ponca CityNo.5 FCCDs", Paragraphs 32 is amended to read as follows:

32. By no laterthan the date shownbelow for each FCCD, ConocoPhillips (for its refineries) and Suncor (for the DenverRefinery) will begin the performance demonstration ofthe catalyst additive at the optimized addition rate. ConocoPhillips (forits refineries) and Suncor (for the DenverRefinery) shall demonstrate the performance ofthe S02 Adsorbing Catalyst Additive at the optimizedrate for the period oftime indicated below to yield the lowest S02 concentration feasible from the FCCUat that optimized rate. Forthe Lake Charles FCCD, the optimizedrate for the S02 Adsorbing Catalyst Additive catalyst additive shall be 760 pounds per day. Billings Denver Lake Charles Ponca City No.4 Ponca CityNo.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:

1235. By no laterthan thirty (30) days priorto beginning the demonstration at each FCCD, ConocoPhillips (for its refineries) and Suncor (forthe 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 optimizedrates. During the Demonstration, Company shall both physically add S02Reducing Catalyst Additive and operate each FCCD, CO Boiler (where installed) and FCCD feed hydrotreaters (where installed) in a manner that minimizes S02emissions to the extent practicable without interfering with conversion orprocessing rates.

36. No laterthan sixty (60) days after the completion ofthe demonstration, ConocoPhillips (forits refineries) and Suncor (forthe DenverRefinery) 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 setrequired in Paragraph 34. ConocoPhillips (for its refineries) and Suncor (forthe DenverRefinery) shall report the data or measurements to EPA in electronic format. ConocoPhillips (for its refineries) and Suncor (forthe DenverRefinery) also shall submitthe 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 reportrequired in Paragraph 36, the Company shall propose to the EPA 7-dayrolling average and 365-dayrolling average concentrationbased 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 itproposes for each FCCD beginning immediately upon submission ofits report to EPA, until such time as they are required to comply with the emissions limits setbyEPA, as specified in Paragraph 40. 40. EPA will notify the Company ofits determination ofS02 concentration limits for the respective units. The Company shall immediately comply if the EPA limit is equal to or less stringent than the limitproposed for each FCCD. Ifthe S02 limit establishedbyEPA is more stringent than the limitproposedby the Company, the Company will comply with the EPA established emission limit within thirty (30) days. 502 emissions during

13startup, shutdown ormalfunction ofan FCCU, or during periods of malfunction ofa control system orPollutantReducing CatalystAdditive System, will notbe used in determining compliance with the short-term S02 emission limits establishedpursuant to Paragraphs 38 and 39, provided that during suchperiods 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 resolutionprovisions ofthis Decree by no laterthan thirty (30) days after EPA's notice ofthe limits. During the period ofdispute 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 agreementto complywith S02 emission limits of25 ppmvd on a 365-dayrolling 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 anotification, Paragraphs 31- 36 and 38

- 40 will no longer apply for the affected FCCU(s) after the date ofthe notification, and Companyshall immediatelybegin 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-dayrolling average basis and a 365-dayrolling average basis concentrationbased 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 immediatelybegin complying with the approved limits and the demonstration period shall end and the requirements ofParagraphs 36 and 38-40 shall no longerapply for that FCCU. Unless and until EPA approves the proposed limits, the Company shall continue to add S02 additive at the optimizedrate 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;

1441. No laterthan one hundred-eighty (180) days from the Date of Lodging of the ConsentDecree, 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 airpollution 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 ofhydrotreater outages. ConocoPhillips shall complywith the plan at all times including periods ofstartup, shutdown, and malfunction ofthe hydrotreater. Suncor shall comply with the plan as it relates to the DenverRefinery 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 ofhydrotreater outages at the Billings, Lake Charles, Ponca City No.4 (ifa gas oil hydrotreater is installed) and Ponca City No.5 FCCDs, provided that ConocoPhillips is maintaining and operating its FCCDs (including associated airpollution control equipment) in a manner consistent with good airpollution control practices for minimizing emissions in accordance with the EPA-approved good airpollution control practices plan. Similarly, the seven (7) day 

### SOz emissions limits shall not apply to Suncor during hydrotreater outages at the DenverRefineryprovided that Suncor is maintaining and operating the DenverRefinery FCCD (including associated airpollution control equipment) in amanner consistent with good airpollutionpractices for minimizing emissions in accordance with the EPA-approved good air pollution control practices plan. Following the installation ofa 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 ofan FCCD is affected as a result ofcatalyst change-out operations or shutdowns required by ASME pressure vessel requirements or state boiler codes, or as aresult ofMalfunction, that prevents the hydrotreater from effectivelyproducing 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 ofLodging ofthe ConsentDecree, ConocoPhillips shall continue to comply with a PM emissions limit of1

15pound per 1000 pounds ofcoke burned as demonstratedby a stack test as described in Paragraph 47. Denver: Byno laterthan June 30, 2006, Suncor shall comply with a PM emissions limit of 1 poundper 1000 pounds ofcoke burned as demonstrated by a stacktest as described in Paragraph 47. The first compliance stack test shall be conductedby no laterthan September 30, 2006. Billings: Byno laterthan June 30,2007, ConocoPhillips shall comply with a PM emissions limit of 1 poundper 1000 pounds ofcoke burned as demonstratedby a stack test as described in Paragraph 47. The first compliance stacktest shall be conductedby no laterthan September 30, 2007 Ponca City No.4: Byno laterthan December 31,2008, ConocoPhillips shall comply with a PM emissions limit of 1 poundper 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 laterthan March 31,2009 Ponca City No.5: Byno laterthan 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. Pursuantto the original Consent Decree, a stack test protocol was proposed and submitted for approval to EPA and the applicable Plaintiff-Intervenerno later than 240 days after lodging. This test protocol was submitted for all coveredrefineries on August 6, 2002. Each Companywill follow the test methods specified in 40 C.F.R. § 60.1 06(b)(2) or as in the protocol submitted to EPA, ifapproved, to measure PM emissions from the FCCDs. Following installation ofthe control device selected for thatparticular facility, the Company shall conduct annual stack tests by December 31 ofeach calendar year at each FCCD and will submitthe results ofeach test in the first report due under Section XIV that is at leastthree (3) months after the test. Company may request to EPA that tests maybe conducted less frequently than annually upon a showing ofat least three (3) annual tests that the PM limits are not being exceeded at a particular facility.

1612. Part VI, Section B, "Reductions ofCO Emissions from FCCDs", Paragraph 49 is amended to read as follows: 49. Byno laterthan the Date ofLodging, ConocoPhillips shall meet an emission limit of500 ppmvd CO at 0% 02on a I-hour average basis. Compliance by ConocoPhillips (for its refineries) and by Suncor (forthe DenverRefinery as ofthe Date ofPurchase) will nothave to be demonstrated until certification ofCO CEMS, and future compliance will be demonstrated with the CEM. CO emissions during periods ofstartup, shutdown ormalfunctions ofthe FCCD will notbe used for determining compliance with the emission limit of500 ppmvd CO at 0% 02 on a 1- hourbasis, provided that the Company implements good airpollution 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 combinedNOx emissions reductions from the Controlled Heaters and Boilers at its refineries as set forth in Paragraph 56, byMarch 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 requirementby demonstrating in compliance report to be submittedby 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). Forpurposes ofthis Consent Decree, "applied for" shall mean that ConocoPhillips have submitted a complete and timely application for the appropriate permit, permitmodification, and/orpermitwaiver. Forpurposes ofthis Paragraph only, Controlled Heaters and Boilers may include the following units that acceptthe annual average heat input rate (mmBTD/hr) as listedbelow:

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 detailedNOx Control Plan (Control Plan) to EPA for approval by no laterthan four (4) months after the Date of

17Lodging ofthe Consent Decree. ConocoPhillips or Suncor (for the DenverRefinery as ofthe Date ofPurchase) shall submit annual updates ("Updates") no laterthan March 31 ofeach year for the life ofthe Consent Decree. EPA shall approve the Control Plan provided that it meets the requirements ofthe ConsentDecree. 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 greaterthan or equal to 40 mmBTU perhour towards meeting the requirements ofParagraph 56 (forthe ConocoPhillips-ownedrefineries) 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 ofall heaters andboilers that ConocoPhillips or Suncor (for the DenverRefinery, 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 ofcontrols installed orplanned with date installed orplanned; (f) The allowable NOx emissions (in Ibs/mmBTU) and allowable heat input rate (in mmBTU/hr) obtained orplanned, dates obtained orplanned, and identification ofthe permits in which the limits were obtained; (g)The results ofemissions 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 orto 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 arefinery-by-refinery basis. 66A. Not laterthan December 31, 2006, ConocoPhillips shall install, certify, calibrate, andbegin to operate and maintain a NOx CEMS on the Lake Charles Refinery H-14 heaterprovided, further, that ifsuch CEMS is not installed by September 30, 2006, ConocoPhillips shall also conduct a stack test ofH-14 in 2006.

1814. 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 orboiler, Company shall limit the CO emissions from that Controlled Heater and Boilerto 0.060 Ib/mmBTU on a 24-hour rolling average basis and 0.040 Ib/mmBTU on a 365-dayrolling 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 aperiod when the specific heater orboiler is firing at a rate that is less than 30% ofthe heater orboilers maximum firing rate in mmBTU/hr. Expressly for heaters H-48 and H-6007 at the Ponca CityRefinery during periods ofcatalystregeneration, ConocoPhillips shall limit CO emissions to 400 ppmvd at3% excess oxygen on a 7-dayrolling average basis. CO emissions during periods ofstartup, shutdown, malfunctions will not be used for determining compliance with the 24-hour or 7-dayrolling average basis limits, provided the Company implements good airpollution 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

- NonCokerFlares", 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 suchperiodic maintenance is being performed. This provision applies to bothNon-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 ofan emergency orin orderto 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.



### 1916. 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 ofgreater than twenty (20) pounds per hour continuously for three (3) consecutive hours ormore 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 perrefinery 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:

20213. Beginning with the first full calendar quarter after the Date ofEntry ofthe Consent Decree, the Company will submitto EPA and the Applicable Plaintiffmtervener within thirty (30) days after the end ofeach calendar quarter through 2005, and semi-annually on January 31 and July 31 thereafteruntil termination ofthis ConsentDecree for that Refinery, a progress report for each Refinery. All reports requiredby the Consent Decree that are required to be submitted as part ofthe QuarterlyProgress Reports pursuantto PartXIV 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 specificallyrequired by the reporting requirements ofParts IV-XIIand XIV ofthis Consent Decree for the period coveredbythe report; (c) a description ofanyproblems anticipated with respect to meeting the requirements ofParts IV-XII ofthis Consent Decree at the relevant Refinery; (d) a description ofthe status ofall SEPslBEPs (ifany) being conducted at the Refinery; (e) any such additional matters as the Companybelieves shouldbe**brough~** to the attention ofEPA and the Applicable Plaintiffmtervener.

213A. In the semi-annual reportrequired to be submitted on July 31 ofeach year, the Company shall provide a summary ofannual emissions data for the prior calendar yearto include: (a) NOx, S02, CO and PM emission tons per year for each heater and boiler greaterthan 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 SulfurRecovery 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 andboilers 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 otherreports generatedby the Company, such otherreports canbe attached, orthe 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 longerbe required to provide such reports. 213B. In each semi-annual report, a summary ofall exceedances ofemission limits required or establishedby this ConsentDecree. 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 orPEMS: (i) total period where the emissions limit was exceeded, if applicable, expressed as apercentage ofoperating time for each calendar quarter; (ii) where the operating unit has exceeded the emissions limit more than 1% ofthe total time ofthe calendarquarter, identification ofeach averaging period that exceeded the limitby time and date, the actual emissions ofthat averaging period (inthe 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) totaldowntime ofthe CEMS orPEMS, ifapplicable, expressed as a percentage ofoperating time for the calendar quarter; (iv) where the CEMS orPEMS downtime is greaterthan 5% of the total time in a calendar quarter for aunit, identify the periods ofdowntime 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) ifa 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 satisfiedby attaching a copy ofsuchreport.

22(b) for any exceedance ofan emissions limit required by the Consent Decree from an operating unit monitored through stacktesting: (i) .a summary ofthe results ofthe stack test in which the exceedance occurred; (ii) a copy ofthe full stack testreport in which theexceedance occurred; (iii) to the extent that the Companyhas already submitted the stack test results, the Company need notresubmit them, but may instead reference the submission inthe report (e.g., date, addressee, reason for submission).

214. The report willbe certified for ConocoPhillips by eitherthe person responsible for environmental management at the appropriate Refinery or by a person responsible for overseeing implementation ofthis Decree across ConocoPhillips, and for Suncorby eitherthe DenverRefinery Manager or the person responsible for environmental management at the DenverRefinery, as follows: I certify underpenalty oflaw that this information was prepared undermy direction or supervisionbypersonnel qualified to properly gather and evaluate the information submitted. Based on my directions and afterreasonable 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. PartXVIII, "StipulatedPenalties", Paragraph 257 is amended to read as follows:

257. The Company shall pay such stipulatedpenalties only upon written demand by the United States or the appropriate Plaintiff-Intervenerno later than thirty (30) days afterthe Company receives such demand. Such demand will identify to which government agencies paymentmustbe made. Stipulatedpenalties shall be apportioned between the United States and the appropriate Plaintiff-Intervener, 50%to each. Suchpayment shall be made to the United States and to the appropriate Plaintiff-Intervenerin the following manner: (a) Stipulated Penalties owed the United States: Stipulated penalties owing to the United Stated ofunder $10,000 will be paidby check and

23made 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. Stipulatedpenalties owing to the United States of$10,000 ormore shall be paidby 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) StipulatedPenalties Owed Plaintiff-Intervenerthe State ofLouisiana: Paymentto Plaintiff-Intervenerthe State ofLouisiana shall be made in the form ofa certified checkpayable 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) StipulatedPenalties Owed Plaintiff-Intervenerthe State ofColorado: Payment to Plaintiff-Intervenerthe 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) StipulatedPenalties Owed Plaintiff-Intervenerthe State ofMontana: Payment to Plaintiff-Intervenerthe State ofMontana shall be made by submitting a certified check, payable to the State ofMontana: John L. Arrigo, Administrator, EnforcementDivision, Montana Department of Environmental Quality, P.O. Box 200901, Helena, MT 59620-0901. (e) StipulatedPenalties Owed Plaintiff-Intervenerthe State ofOklahoma: Paymentto Plaintiff-Intervenerthe State ofOklahoma shall be made by submitting a check or money ordermade payable to the Department ofEnvironmental Quality Revolving Fund, and delivered to: OklahomaDepartment ofEnvironmental Quality Finance and Human Resources Management, P.O. Box 2036, Oklahoma City, OK 73101; attention: Accounts Receivable.

2420. 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 ofa regulatory monitoring requirement. Wherever this Consent Decree specifically requires orpermits the submission ofan AMP to EPA for approval, the Company will submit a complete AMP application and begin complying with the AMP as proposed. Ifan AMP is not approved, then within ninety (90) days ofthe Company's receipt ofdisapproval, the Company will submitto 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. Suchplan 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 ofSOz 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 letterto 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 similarto the method identified as the "Alternative Monitoring Plan for NSPS Subpart J Refinery Fuel Gas" attached to EPA's December 2, 1999 letterto Koch Refining Company LP.

290A. Compliance with this Consent Decree Constitutes Compliance with CertainNSPS Subpart A Requirements. Entry ofthis Consent Decree and compliance with the applicable monitoring requirements for FCCDs, heaters and boilers, sulfurrecoveryplants, sulfuric acid plants, and flares

25(as appropriate) existing as ofDecember 20,2001 will satisfythe notice requirements of40 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: PeggyM. Hatch Administrator, EnforcementDivision Office ofEnvironmental Compliance LouisianaDepartment ofEnvironmental Quality P.O. Box 4312 Baton Rouge, Louisiana 70821-4312

As to ConocoPhillips: Cully Farhar, ProgramManager ConocoPhillips Company 600 North DairyAshford Room TA3134 Houston, TX 77079 Telephone: (281) 293-4152 Thomas J. Myers, HSE Manager, U.S. Refining ConocoPhillips Company 600 North DairyAshford 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 ConsentDecree contains the entire agreement ofthe Parties and will notbe modified by anyprior oral or written agreement, representation orunderstanding. Prior drafts ofthe Consent Decree will notbe used in any action involving the interpretation or enforcement of

26the ConsentDecree. Non-material modifications to this Consent Decree willbe 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. Forpurposes 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 ofcontrol equipment or the completion ofa 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, signedby 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 subjectto 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 separatelymove to terminate this ConsentDecree for its facility or facilities (as the case maybe) upon completion ofall 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 ofall stipulated penalties that may be due to the United States or the Plaintiff-Intervenerunderthis Consent Decree, installation ofcontrol technology systems as specifiedherein and the performance ofall other ConsentDecree requirements, the receipt ofall permits specified herein, and EPA's receipt ofthe first progress report following the conclusion of Company's operation for at least one year ofall units in compliance with the emission limits established herein. At such time, ifCompanybelieves that it is in compliance with the requirements ofthis ConsentDecree and the permits specified herein and has paid any stipulatedpenalties required by this ConsentDecree, then it shall so certifyto 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 orderthat this Consent Decree be terminated on Company's motion. 305. Certification ofCompletion: Applicable Parts and subparts. Priorto moving for termination under Paragraph 304, the Company may at its sole discretion seekto certify as provided in Paragraph 306, as to a particular



### 27Refinery, completion ofone ormore ofthe following Parts/sections of Parts ofthe ConsentDecree 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 pursuantto the ConsentDecree); (b) Part V - Reductions ofS02 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 seekto certify completion ofone ormore ofthese subparts, including operation ofthe unit for 12 months after completion in compliance with the emission limits established in the subpartpursuantto the ConsentDecree. (d) PartVII

- Emissions Reductions from Heaters and Boilers (including operation ofthe relevant units for 12 months after completion in compliance with the emission limit setpursuant to the ConsentDecree); (e) PartXVI

- Supplemental and Beneficial Environmental Projects. 

### (f) Part VIII

- Program Enhancements re: Benzene Waste Operations NESHAP (g) Part IX

- Program Enhancements re: LeakDetection 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 inParagraph 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 otherrequirements ofthe Consent Decree. The report will contain the following statement, signedby a responsible corporate official ofthe Company:



### 28To 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 significantpenalties for submitting false information, including the possibility offine and imprisonment for knowing violations. 307. Certification ofCompletion: EPA Actions. Uponreceipt ofthe Company's certification, EPA, after opportunity for commentby 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 mustbe undertaken to complete the applicable partes) ofthe Consent Decree. The Company will perform all activities described in the notice, subjectto 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 certificationwill constitute the certification ofcompletion 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 ofany 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 underParagraph 307(b) ofthe Consent Decree. 22. Attachment 2, Section III, "Establishing An OptimizedNOx Reducing Catalyst Additive Addition Rate"

- Paragraph B is amended to read as follows:



### 29B. 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 replacedby new Paragraph 213(d). Paragraph E is amended as follows: E. The first report required under Paragraph 213 following completion ofeachproject shall include a Final SEP or BEP Report containing the following information: 1. a narrative description ofthe development and implementation ofthe SEP orBEP; 2. a certification that the SEP or BEP was installed and operated in accordance with the approved ormodified 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.

30ORDER Before the taking ofany testimony, without adjudication ofany 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



### 31WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in UnitedStates, etal., 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:

32WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in UnitedStates, eta!., 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

33WE HEREBY CONSENT to the foregoing Amendment to the ConsentDecree entered in UnitedStates, etal., 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 SuncorEnergy (U.S.A.) Inc. 7800 East Orchard Road, Suite 300 Greenwood Village, CO 80111 Tel: 303-793-8000

34WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in UnitedStates, 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 BarNo: 20456) Legal Division Louisiana Department ofEnvironmental Quality (225) 765-0236

35WE HEREBY CONSENT to the foregoing Amendmentto the Consent Decree entered in UnitedStates, etal., v. Canaea, Civil Action H-Ol-4430 on April 30, 2002. FOR STATE OF MONTANA

RICHARD H. OPPER, DIRECTOR MontanaDepartment ofEnvironmental Quality MetcalfBuilding P.O Box 20091 Helena, MT 59620-0901

36WE HEREBY CONSENT to the foregoing Amendment to the ConsentDecree entered in UnitedStates, eta/., v. Conoco, Civil Action H-01-4430 on April 30, 2002. FOR STATE OF OKLAHOMA:

# ~~-tJMsJ- STEVE THOMPSON Executive Director OklahomaDepartment ofEnvironmental Quality 707 North Robinson PO Box 1677 Oklahoma City, OK 73101-1677

37FOR 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

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