Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 1 of 49

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS

) UNITED STATES OF AMERICA, ) STATE OF ILLINOIS, ) STATE OF LOUISIANA, ) STATE OF NEW JERSEY, ) COMMONWEALTH OF PENNSYLVANIA, ) NORTHWEST CLEAN AIR AGENCY, ) ) CIVIL ACTION NO. H-05-258 ) Plaintiffs, ) JUDGE SIM LAKE ) v. ) ) CONOCOPHILLIPS COMPANY, ) WRB REFINING, LLC, ) ) Defendants. ) ) )

SECOND AMENDMENT TO CONSENT DECREE
WHEREAS, on January 27, 2005, Plaintiffs, the United States of America (“United States”), on behalf of the Environmental Protec tion Agency (“EPA”), Co-Plaintiff the State of Illinois (“Illinois”), on behalf of the Illinois Environmenta l Protection Agency (“IEPA”), Co-Plaintiff the State of Louisiana (“Louisiana” ), on behalf of the Louisiana Department of Environmental Quality (“LDEQ”), Co-Plaintiff the State of New Je rsey (“New Jersey”), at the request and on behalf of the New Jersey Depart ment of Environmental Protection (“NJDEP”), Co-Plaintiff the Commonwealth of Pennsylva nia (“Pennsylvania”), on behalf of the Pennsylvania Department of Environmental Protection (“PaDEP”), and Co-Plaintiff the Northwest Clean Air Agency (“NWCAA”) (collectively “Plaintiffs”) filed a complaint in thisCase 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 2 of 49

action against and simultaneously lodged a consent decree with ConocoPhillips Company (“COPC”); WHEREAS, on December 5, 2005, this Court ente red the consent decree (the “December 2005 Consent Decree”) that fully reso lved the claims in the complaint; WHEREAS, on May 1, 2007, a First Amendment to the December 2005 Consent Decree was entered; WHEREAS, on September 27, 2007, this Court approved a stipulated order adding WRB Refining LLC (“WRB Refining”) as a party to the Consent Decree for certain obligations at the Wood River and Borger Refineries as the owner of those refineries, WHEREAS, the December 2005 Consent Decree as modified by the First Amendment and the addition of WRB Refining as a Defendant he reinafter shall be refe rred to as the “Consent Decree” or “Decree”; WHEREAS, as reflected in this Second Amendment, Plaintiffs, COPC, and WRB Refining (“the Parties”) have agreed upon certain additiona l modifications pursuant to Paragraph 437 of the Consent Decree; WHEREAS, as required by Section V.J "NSPS Applicability of Flaring Devices", COPC has already complied with its requirement to cert ify that fifty (50) percent of the system-wide Flaring Devices identified in Appendix A are in compliance with one of the four compliance methods set forth in paragraph 139; has specifi cally submitted Alternativ e Monitoring Plans for some Flaring Devices that combust only vapors that are collected and combusted to comply with the wastewater provisions in 40 C.F.R. Section 60.692, 40 C.F.R. Section 61.343 through 61.348, or 40 C.F.R. Section 63.647, or the marine tank vessel loading provisions in 40 C.F.R.Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 3 of 49

Section 63.652 or 63.651; and will continue to submit such AMPs unless and until the monitoring requirements of Subpart J are amended; WHEREAS, in consideration of additional time to install the controls required by the Supplemental Environmental Project in Paragraph 268, COPC agreed to the additional injunctive relief found in Paragraph 255A; WHEREAS, the implementation of the addi tional injunctive relief in Paragraph 255A more than offsets any excess emissions that ma y be generated during the extension of time granted in revised Paragraph 268; WHEREAS, the Parties rec ognize, and the Court by ente ring this Second Amendment finds, that this Second Amendment has been nego tiated at arm’s length and in good faith and that this Second Amendment is fair, reas onable, and in th e public interest; NOW THEREFORE, before the taking of any testimony, without adjudication of any issue of fact or law, and upon th e consent and agreement of the Parties, it is hereby ORDERED, ADJUDGED, and DECREED as follows: AMENDED AND RESTATED SECTIONS The Consent Decree shall remain in full force and effect in accordance with its terms, except that new Paragraphs numb ered 57A, 179A, 179B, 179C, 255A, 272A, 286A, 288A, 353A, 353B, 353C, 353D, 412A, and 417A are a dded and Paragraphs 11(B), (D), (HH) and (JJ), 61, 62, 63, 64, 65, 67, 67A, 68, 69, 74, 75, 77, 139, 143, 216, 217, 229, 230, 231, 268, 275, 413 and 433 are revised. Additionally Appendix A is revised and Appendix I is added.
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11. Unless otherwise defined herein, terms used in the Consent Decree will have the meaning given to those terms in the Clean Air Act and the implementing regulations promulgated thereunder. The following terms used in the Co nsent Decree will be defined for purposes of the Consent Decree and the reports and documents submitted pursuant thereto as follows:
* * * B. “Acid Gas Flaring” or “ AG Flaring” shall mean the combustion of Acid Gas and/or Sour Water Stripper Gas in one or more AG Flaring Devices.
* * * D. “Acid Gas Flaring Incident” or “AG Flar ing Incident” shall mean the continuous or intermittent combustion of Acid Gas and/or Sour Water Stripper Gas that results in the emission of sulfur dioxide equal to, or in excess of, five-hundred (500) pounds in any twenty-four (24) hour period; provided, however, that if five-hundred (500) pounds or more of sulfur dioxide have been emitted in a twenty-four (24) hour period and flaring continue s into subsequent, contiguous, non-overlapping twenty-four (24) hour period(s), each period of which results in emissions equal to or in excess of five-hundred (500) pounds of sulfur dioxi de, then only one AG Flaring Incident shall have occurred. Subsequent, contiguous, non-overl apping periods are measured from the initial commencement of flaring with in the AG Flaring Incide nt. When AG Flaring occurs within a twenty-four hour period at more than one Flaring Device at a Covered Refinery, the quantities of sulfur dioxide attributable to AG Flaring emitte d from each Flaring Device shall be added together for purposes of determining whether there is one AG Flaring Incident unless the root causes of the AG Flaring at the various Flaring Devices are not related to each other.
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HH. “Hydrocarbon Flaring” or “HC Flaring” shall mean the combustion of refinery-generated gases, except for Acid Gas and/ or Sour Water Stripper Gas and/or Tail Gas, in one or more Hydrocarbon Flaring Devices.
* * * JJ. “Hydrocarbon Flaring Incide nt” or “HC Flaring Incident” shall mean the continuous or intermittent combustion of refinery-generated gases, except for Acid Gas or Sour Water Stripper Gas or Tail Gas, that results in the emi ssion of sulfur dioxide equal to, or greater than five hundred (500) pounds in a twenty-four (24) hour period; provided, however, that if five-hundred (500) pounds or more of sulfur dioxide have been emitted in any twenty-four (24) hour period and flaring continues into subse quent, contiguous, non-ove rlapping twenty-four (24) hour period(s), each period of which resu lts in emissions equal to or in excess of five-hundred (500) pounds of sulf ur dioxide, then only one HC Flaring Incident shall have occurred. Subsequent, contiguous, non-overla pping periods are measured from the initial commencement of Flaring within the HC Flaring In cident. When HC Flaring occurs within a twenty-four hour period at more than one Flaring Device at a Covered Refi nery, the quantities of sulfur dioxide attributable to HC Flaring from each Flaring Device shall be added together for purposes of determining whether there is one HC Flaring Incident unless th e root causes of the HC Flaring at the various Flaring De vices are not related to each other
* * * * 57A. Installation and Operati on of a WGS at Sweeny FCCU 3. COPC will complete the installation and begin operati on of a WGS at Sweeny FCCU 3 by no later than December 31, 2009. COPC will design the WGS to achieve an SO 2 concentration of 25 ppmvd or lower on a 365-day rolling average basis and 50 ppmvd or lo wer on a 7-day rolling average basis at 0% oxygen. By no later than June 30, 2010, COPC will comply with an SO 2 concentration limit ofCase 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 6 of 49

25 ppmvd or lower on a 365-day rolling average basi s and 50 ppmvd or lower on a 7-day rolling average basis at 0% oxygen.
* * * * 61. Use of SO 2 Reducing Catalyst Additives at the LAR Wilmington FCCU and Sweeny FCCU 27: Summary . The reduction of SO 2 emissions from the LAR Wilmington FCCU and Sweeny FCCU 27 will be accomplished by the use of SO 2 Reducing Catalyst Additives as described in Paragraphs 62 - 66. 62. SO 2 Baseline Data and SO 2 Model . By the dates set forth below, for the following baseline time periods, for the following FCCUs, COPC will submit to EP A and the Applicable Co-Plaintiff two reports: (1) a re port of twelve (12) months of baseline data and (2) a report describing a model to predict uncontrolled SO 2 concentration and mass emission rate: FCCU Baseline Start Baseline End Report LAR Wilmington 12/31/05 12/31/06 2/28/07 Sweeny 27 6/30/06 12/31/06 2/28/07 The baseline data will include all data cons idered in development of the model on a daily average basis, and, at a minimum, the data re quired in Paragraph 43. Upon request by EPA, COPC will submit any additional data that EPA dete rmines it needs to evaluate the model. The report describing the model will include a descri ption of how the model was developed including which parameters were considered, why parameters were eliminated, efforts and results of model validation, and the statistical methods used to ar rive at the equation to predict uncontrolled SO 2 concentration and mass emission rate.Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 7 of 49

63. S O 2 Reducing Catalyst Additives – Short Term Trials (a) By no later than the dates set forth in the table in Paragraph 63(c), COPC will identify for EPA approval at least tw o commercially available brands of SO 2 Reducing Catalyst Additives, for each F CCU, that COPC proposes to use for shortterm trials and submit a protocol to EPA for conducting the trials. (b) COPC will propose use of at least two brands of SO 2 Reducing Catalyst Additives that are likely to perform the best in each FCCU. EPA will base its approval or disapproval on its assessment of the performance of the proposed brands of additives in other FCCUs, the similarity of those FCCUs to COPC’s FCCUs, as well as any other relevant factors, with the objective of conduc ting trials of the brands of SO 2 Reducing Catalyst Additives likely to have the best performance in reducing SO 2 emissions. In the event that COPC submits less than two approvable brands of additives, EPA will identify other approved additives brands to COPC. (c) If EPA has approved two brands of SO 2 Reducing Catalyst Additives by no later than the “trial start” date set forth below, then COPC will commence and complete the trials of those two brands and will submit a report to EPA that describes the performance of each brand that was trialed by the following dates for each of the following FCCUs: FCCU COPC IDs 2 Additives and submits Protocol Trial Starts Trial Ends Report Date

LAR Wilmington 9/30/07 3/31/08 9/30/08 11/30/08 Sweeny 27 8/31/06 12/31/06 6/30/07 8/31/07 If EPA has not approved two brands of additives by the “trial start” date, then subsequent deadlines will be modi fied as agreed by the parties. (d) In the report on the short-term tria ls, COPC will propose to use the best performing brand of additive as measured by percentage of SO 2 emissions reduced and the concentration to which SO 2 emissions were reduced in the trials, taking into account all relevant factors. EPA will either approve the proposed brand of additive or approve another brand of additive that was trialed for use in the optimization study. In approving an a dditive, EPA will consider the impact of the additive on the processi ng rate and/or the conver sion capability if such impacts cannot be reasonably compensated for by adjusting operating parameters. Upon request by EPA, COPC will submit a ny additional available data that EPA determines it needs to evaluate the trials.Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 8 of 49

64. SO 2 Reducing Catalyst Additives – Optimization Study and Report (a) By no later than the dates set forth in the table in Paragraph 64(c) (“Paragraph 64(c) Table”), COPC will submit, for EPA approval, a proposed protocol consistent with the requirement s of Appendix D for optimization studies to establish the optimized SO 2 Reducing Catalyst Additive addition rates. The protocol will include methods to calculat e effectiveness, methods for baseloading, and percent additive used at each increment tested. (b) If EPA has approved a brand of SO 2 Reducing Catalyst A dditive by no later than the “Optimization Start” date set forth in the Paragraph 64(c) Table, then COPC will commence and complete the optimization study of the SO 2 Reducing Catalyst Additive in accordance with the approve d protocol and Appendix D by no later than the dates set forth in the Paragraph 64(c) Table. If EPA has not approved a brand of SO 2 Reducing Catalyst Additive by no later than the “Optimization Start” date, then subsequent deadlines will be modified as agreed by the parties. (c) By no later than the following dates, COPC will report the results of the SO 2 Reducing Catalyst Additive Optimizati on Study and propose, for EPA approval, optimized addition rates of all catalysts to be used for the demonstration period. FCCU Protocol Due Optimization Optimization Report Due Start End LAR Wilmington 6/30/08 12/31/08 6/30/09 7/31/09 Sweeny 27 3/31/07 9/30/07 3/31/08 4/30/08 Upon request by EPA, COPC will subm it any additional data that EPA determines it needs to evaluate the SO 2 Reducing Catalyst Additive Optimization Study. (d) During the Optimization Study, COPC will successively add SO 2 Reducing Catalyst at increments of 5.0, 6.7, 8.4, and 10.0 Weight % SO 2 Reducing Catalyst Additive. Once a steady state has been achieved at each increment, COPC will evaluate the performance of the SO 2 Reducing Catalyst A dditive in terms of SO 2 emissions reductions. The final Optimized SO 2 Reducing Catalyst Additive Addition Rate, in pounds per day, will occu r at the addition rate where either: (i) The FCCU meets 25 ppmvd SO 2 at 0% O 2 on a 365-day rolling average, in which case COPC will agree to accept a limit of 25 ppmvd SO 2 at 0% O 2 on a 365-day rolling average basis at the conclusion of the demonstration period; (ii) Incremental Pickup Factor <2.0 lb SO 2 /lb additive; or (iii) FCCU is operati ng at 10.0% Weight % SO 2 Reducing Catalyst Additive.Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 9 of 49

If an additive limits the processing rate or the conversion capability in a manner that cannot be reasonably compensated for by adjustment of other parameters, then the additive level will be reduced to a level at which the additive no longer causes such effects. 65. SO 2 Reducing Catalyst Additives – Demonstration Period and Report (a) By no later than dates set forth in the table in Paragraph 65(b), COPC will commence and complete a demonstration of the EPA-approved SO 2 Reducing Catalyst Additive at the optimized add ition rates that COPC proposes unless EPA proposes different optimized addition rates. Delays by EPA in approving the optimized addition rate may result in exte nsions of the demonstration period and extensions of relevant deadlin es as agreed by the parties. (b) By no later than the following dates, CO PC will report to EPA and the Applicable Co-Plaintiff the results of the demonstrations (“SO 2 Additive Demonstration Report”). The SO 2 Additive Demonstration Report will include, at a minimum, the SO 2 and oxygen CEMS data recorded durin g the demonstration period and all baseline data on a daily average basis for the demonstration period. FCCU Demonstration Start Demonstration End Report Due LAR Wilmington 6/30/09 12/31/10 3/1/11 Sweeny 27 3/31/08 9/30/09 11/30/09 (c) During the demonstration period, COPC will both physically add SO 2 Reducing Catalyst Additive and operate each FCCU , CO Boiler (where applicable) and FCCU feed hydrotreaters (w here applicable) in a manner that minimizes SO 2 emissions to the extent practicable w ithout interfering wi th conversion or processing rates.
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67. COPC may notify EPA at a ny time prior to the following da tes of COPC’s agreement to comply with SO 2 emission limits of 25 ppmvd on a 365-da y rolling average basis and 50 ppmvd on a 7-day rolling average basis, at 0% oxygen, effective on the following dates:

FCCU Date LAR Wilmington 3/1/11 Sweeny 27 11/30/09Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 10 of 49

If COPC makes such a notifica tion, Paragraphs 61 - 66 will no longer apply for the affected FCCU(s) after the date of the notification. 67A. At any time during the SO 2 Reducing Catalyst Additive Demonstration Period for the LAR Wilmington and Sweeny 27, COPC may propose for EPA approval to end the Demonstration Period early and propose a short- term (7-day rolling average) and a long-term (365-day rolling average) concentration ba sed limit (ppmvd), each at 0% oxygen, for SO 2 emissions from an FCCU. COPC may also prop ose alternative limits to be applicable during Hydrotreater Outages or other alternate operating scenarios. If EPA approves the proposed limits, then COPC shall immediately begin co mplying with the proposed limits and the SO 2 Reducing Catalyst Additive Demonstration Period shall end and the requir ements of Paragraphs 61-66 shall no longer apply for th at FCCU. Unless and until EP A approves the proposed limits, COPC shall continue to add SO 2 reducing additive at the optimized rate for the remainder of the demonstration period, and Paragraphs 61-66 shall remain in effect. 68. Establishing Final SO 2 Emission Limits at the LA R Wilmington FCCU and Sweeny FCCU 27 . Except where COPC has notified EPA of its intent to comply with SO 2 emission limits of 25 ppmvd on a 365-day rolling average ba sis and 50 ppmvd on a 7-day rolling average basis, at 0% oxygen, COPC will propose, in each SO 2 Additive Demonstration Report, final 7-day rolling average and 365-day rolling average concentration-based (ppmvd) SO 2 emission limits, at 0% oxygen, for the LAR Wilmington FCCU and Sweeny FCCU 27. COPC may propose alternative emissions limits to be applicab le during Hydrotreater Ou tages, startup of the FCCU, shutdown of the FCCU, or other alternativ e operating scenarios. COPC will comply with the emission limits it proposes for each F CCU beginning immediately upon submission of the applicable report for that FCCU. COPC will con tinue to comply with these limits unless and until COPC is required to comply with the emissions limits set by EPA pursuant to ParagraphsCase 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 11 of 49

69 - 70 below. Upon request by EPA, COPC will s ubmit any additional, available data that EPA determines it needs to ev aluate the demonstration

. 69. EPA will use the data collected about each FCCU during the baseline period, the optimization period, and the demonstration period, as well as all other available and relevant information, to establish limits for SO 2 emissions for the LAR Wilmington FCCU and for Sweeny FCCU 27. EPA will establish a 7-day ro lling average and a 365-day rolling average concentration-based (ppmvd) SO 2 emission limits at 0% oxygen. EPA will determine the limits based on: (i) the level of performance during the baseline, optimization, and demonstration periods; (ii) a reasonable certainty of complian ce; and (iii) any other available and relevant information.
* * * * 74. Hydrotreater Outages . For the following FCCUs, by th e following dates, COPC will submit to EPA for approval, with a copy to the A pplicable Co-Plaintiff, a plan for the operation of the FCCUs (including associated air pollu tion control equipment) during Hydrotreater Outages in a way that minimizes emissions as much as practicable. FCCU Date LAR Wilmington FCCU 3/31/05 Sweeny FCCU 3 6/30/06 Sweeny FCCU 27 6/30/06 The plan will, at a minimum, consider the use of low sulfur feed, storage of hydrotreated feed, and an increase in additive addition rate. The short-term SO 2 emission limits established pursuant to this Consent Decree at the LAR Wilmington FCCU and Sweeny FCCU 27 will not apply during periods of FCCU feed Hydrotreater Outages provided that COPC is in compliance with the plan and is maintaining and operating its FCCUs in a manner consistent with good air pollution control practices. The short-term NO x emission limits established pursuant to thisCase 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 12 of 49

Consent Decree at the LAR Wilmington FCCU and Sweeny FCCU 3 will not apply during periods of FCCU feed Hydrotreat er Outages provided that COPC is in compliance with the plan and is maintaining and operating its FCCUs in a manner consistent with good air pollution control practices. COPC will comply with the approved plan at all times, including periods of startup, shutdown, and Malfunction of the hydrotreat er. In addition, in the event that COPC asserts that the basis for a specific Hydrotreat er Outage is a shutdown (where no catalyst changeout occurs) required by AS ME pressure vessel requirement s or applicable state boiler requirements, COPC will submit a report to EPA a nd the Applicable Co-Plaintiff that identifies the relevant requirements and ju stifies COPC’s decision to imp lement the shutdown during the selected time period. 75. At such time as COPC accepts an emission limit of 0.5 pound PM per 1000 pounds of coke burned on a 3-hour average basis for both Borger FCCUs 29 and 40 as determined by the testing protocol in Paragraph 83, COPC may su bmit and utilize hydrotreater outage plans for Borger FCCUs 29 and 40 consistent with the requ irements of Paragraph 74. The Hydrotreater Outage Plans will be submitted to EPA for approval at the same time COPC submits the PM performance results for Borger FCCUs 29 and 40.
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77. PM Emission Limits for the Bayway, Borger 29, Borger 40, Sweeny 3, Trainer, Wood River 1 and Wood River 2 FCCUs. COPC will continue to operat e the wet gas scrubber at the Bayway Refinery and will design the wet gas sc rubbers at the Borger 29, Borger 40, Sweeny 3, Trainer, Wood River 1 and Wood River 2 FCCU s to achieve an emission limit of 0.5 pound PM per 1000 pounds of coke burned on a 3-hour aver age basis. To the extent that, under Paragraph 58 of this Consent Decree, COPC does not install wet gas scrubbers at Borger FCCUs 29 and 40, this requirement will not apply. By no later than the following dates for the following

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FCCUs, COPC will comply with an emission limit of 0.5 pound PM per 1000 pounds of coke burned on a 3-hour average basis determined by the testing protocol in Paragraph 83: Bayway Date of Lodging Borger 29 December 31, 2006 (if applicable) Borger 40 December 31, 2015 (if applicable) Sweeny 3 December 31, 2009 Trainer December 31, 2006 Wood River 1 December 31, 2008 Wood River 2 December 31, 2012
* * * * 139. Compliance Methods for Flaring Devices . For each Flaring Device, COPC will elect to use one or any combination of following compliance methods: (a) Operate and maintain a flare gas recovery system to control continuous or routine combustion in the Flaring Device. Use of a flare gas recovery system on a flare obviates the need to continuously mon itor and maintain records of hydrogen sulfide in the gas as otherwise requ ired by 40 C.F.R. §§ 60.105(a)(4) and 60.7; (b) Operate the Flaring Device as a fuel gas combustion device and comply with NSPS monitoring requirements by use of a CEMS pursuant to 40 C.F.R. § 60.105(a)(4) or with a predictive mon itoring system approved by EPA as an alternative monitoring system pur suant to 40 C.F.R. § 60.13(i); (c) Eliminate the routes of continuous or intermittent, routinely-generated fuel gases to a Flaring Device and operate the Flar ing Device such that it receives only process upset gases, fuel gas released as a result of relief valve leakage or gases released due to other emergency malfunctions; (d) Eliminate to the extent practicable routes of continuous or intermittent, routinely-generated fuel gases to a Flar ing Device and monitor the Flaring Device by use of a CEMS and a flow meter; pr ovided, however, that this compliance method may not be used unless COPC: (i) demonstrates to EPA that the Flaring Device in question emits less than 500 pounds per day of SO 2 under normal conditions; (ii) secures EPA approval for use of this method as the selected

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compliance method; and (iii) uses this compliance method for five or fewer of the Flaring Devices listed in Appendix A; or (e) (i) Demonstrate that the Flaring Devi ce combusts only vapors that are collected and combusted to comply with the wast ewater provisions in 40 C.F.R. § 60.692, 40 C.F.R. §§ 61.343 through 61.348, or 40 C.F.R. § 63.647, or the marine tank vessel loading provisions in 40 C.F.R. § 63.562 or 40 C.F.R. § 63.651; and (ii) comply with the monitoring requirements in 40 C.F.R. Subpart J in effect for that usage of the Flaring Device at the time of acceptance of NSPS applicability.
* * * * 143. By no later than December 31, 2011, COPC will certify compliance to EPA and the Applicable Co-Plaintiff with one or more of the compliance methods in Paragraph 139 and will accept NSPS applicability for all of the Flaring Devices in Appendix A.
* * * * 179A. Implementation of Actions Nece ssary to Correct Non-Compliance: Control Measures for Locations Identified in Appendix I. By no later than the dates set forth in Appendix I, COPC shall install controls consis tent with the requireme nts of 40 CFR Part 61, Subpart FF (“ BWON”) on the locations iden tified in Appendix I, “BWON Compliance Schedule for the Ferndale Refinery,” in order to achieve compliance with the 2.0 Mg option at the Ferndale Refinery. All c ontrols will be installed by no later than December 31, 2008. 179B. Implementation of Actions Necessary to Correct Non-Compliance at the Ferndale Refinery: Control Measures for the Ph enolic and Oily Water Lift Station

. (a) Short-term measures. By no later than December 20, 2007, COPC will apply a polyurea coating to the cover, hatches, and all other sources of openi ngs to the atmosphere on the phenolic and oily water lift station. From December 20, 2007, until the completion of the long-term measures in Paragraph 179B(b), CO PC will reapply the polyurea coating or an equivalent or superior sealant as soon as practicable but no later than fifteen days after breaking any hatch or electrica l seal on the lift station. In the period between the

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breaking of any hatch seal and the reapplic ation of a sealant, COPC will undertake good faith efforts to minimize emissions. (b) Long-term measures

. (i) By no later than November 30, 2008, COPC will complete the replacement or the redesign of the phenolic and oily water li ft station at the Ferndale Refinery, including the closed vent and vapor rec overy system for the lift station. The replacement or redesign will be designed to achieve no detectable emissions as defined by 40 C.F.R. 61.341 from the lift station, including no detectable emissions from the interfaces between th e hatches and the c over, the interface between the cover and the vault, and all pene trations of the cover or hatches. To the extent that COPC proposes to use a carbon adsorption system as its vapor recovery system, COPC will comply w ith the installation requirements of Paragraph 186, the “breakthrough” definition of Paragraph 187, the monitoring requirements of Paragraph 188, and the replacement requirements of Paragraph 189. (ii) By no later than March 14, 2008, COPC will electronically submit to EPA and NWCAA for review and comment a propos ed redesign or replacement design for the phenolic and oily wa ter lift station. The pr oposed design will include information regarding the closed vent and vapor recovery system that COPC proposes to use to control emissions from the lift station. To the extent that COPC proposes to use a carbon adsorpti on system, COPC will include the design replacement interval for the proposed car bon canisters. If al l aspects of the proposed design cannot be electroni cally submitted, COPC will submit the proposal by overnight mail. By no later th an 10 business days after receipt of the

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full design proposal, EPA and NWCAA will provide comments, if any. COPC may proceed on design implementation if COPC has not received any comments from EPA or NWCAA within 10 business da ys after their receipt of the proposed design. Notwithstanding the opportunity for review and comment by EPA and NWCAA on the proposed design, COPC w ill remain solely responsible for complying with the requirements of Pa ragraph 179B(b)(i) an d the BWON at the lift station. EPA and NWCAA do not warrant or aver in any manner that their review and comment, if any, on the proposed design will result in compliance with the requirements of Paragraph 1 79B(b)(i) or the BWON at the lift station. (c) Monitoring

. (i) Quarterly Monitoring During the Period of Short-Term Measures . Commencing in the first quarter of 2008 and continui ng through completion of the long-term measures identified in Para graph 179B(b), COPC shall utilize 40 C.F.R. Part 60, Appendix A, Method 21 to monitor for leaks from the phenolic and oily water lift station one time per quarter, includin g one time in the partial quarter of October/November 2008. Monitoring will not be undertaken during any time period when the lift station is bypassed a nd/or isolated. COPC shall repair all leaks consistent with all app licable regulatory requirements. (ii) Additional Monitoring During the Pe riod of the Short-Term Measures . In addition to the monitoring required by Para graph 179B(c)(i), by no later than five (5) days after completing either a reapp lication of a sealant to any parts of the phenolic and oily water lift station or a repair occasioned by the monitoring in Paragraph 179B(c)(i), COPC shall utili ze 40 C.F.R. Part 60, Appendix A, Method

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21 to monitor for leaks. COPC shall repair all leaks consistent with all applicable regulatory requirements. (iii) Monitoring after Completion of Long-Term Measures . By no later than fifteen (15) days after completing the long-ter m measures identified in Paragraph 179B(b), COPC will utilize 40 C.F.R. Pa rt 60, Appendix A, Method 21 to monitor for leaks. Leak monitoring will continue on a quarterly basis commencing in the first quarter of 2009 until eight (8) quarters have passed. COPC will use its best efforts to monitor the lift station over the range of normal operating conditions for the eight (8) monitoring quarters. Upon de tecting any leaks, CO PC will repair the leaks consistent with all app licable regulatory requirements. (iv) Leak Trend Analysis . At any time that COPC detects a leak during the monitoring events in Paragraph 179B(c )(iii), COPC will log the location and concentration of each leak to enable itself to evaluate whether any leak trends are occurring. If COPC perceives any trends in the location or concentration of the leaks noted, COPC will undertake actions to investigate and correct the cause(s) identified as expeditiously as practicable. (v) 40 C.F.R. Part 60, Appendix A, Method 21 monitoring shall be performed using a Toxic Vapor Analyzer with a flame ioni zation and/or photoionization detector. (vi) COPC shall include the results of all monitoring, incl uding the operating conditions ( e.g., whether the pumps were on or off; whether the flow was high or low) undertaken pursuant to this Subpar agraph 179B(c) in th e reports due under Subparagraph 179C(a) of this Consent Decree.

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179C. Reports

. (a) Interim Progress Reports . By no later than April 21, 2008, July 21, 2008, and October 21, 2008, COPC will submit reports to EPA and NWCAA that provide updates on the progress of the installation of the controls re quired pursuant to Paragraph 179A and 179B(b). With respect to the project required pursuant to Paragraph 179B(b), COPC’s reports will include a description of the progress in designing, orde ring, procuring, and insta lling the replacement lift station or the redesigned lift station and the clos ed vent and vapor recovery system. COPC will provide revised designs and flow diagrams whenever, if ever, th ere are any differences between the proposal COPC submits pursuant to Paragr aph 179B(b)(ii) and the design as COPC is implementing it. (b) Annual BWON Report . By no later than April 7, 2008, COPC will submit to EPA and NWCAA the annual report required under 40 C.F.R. S ection 61.357(d)(2). (c) Final Report . By no later than January 31, 2009, COPC will submit a final report documenting completion of the installation of al l controls required by Paragraphs 179A and 179B(b). In that report, COPC sha ll certify compliance with the BWON. (d) Leak Trend Analysis Report . By no later than January 31, 2011, COPC will submit a report describing the leak trends, if any, found pursuant to Paragraph 179B(c)(iv). COPC will identify all co rrective measures taken, if any, in response to any leak trends found.
* * * * 216. Exception to Impl ementing Corrective Measures . If COPC can identify the reason(s) in any particular cale ndar quarter that the quarterly a nd projected annual calculations result in benzene quantities in excess of those identified in Paragraph 215, and COPC can state that it does not expect that reas on or reasons to recur or if COPC has already identified the reason(s) for the benzene quantities in excess of those identified in Paragraph 215 and COPC has

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previously submitted a compliance plan but COPC had not yet completed implementation of that plan, then COPC may exclude the benzene quantity attributable to the identified reason(s) from the projected calendar year quantity. If that exclusion results in no potential violation of the Benzene Waste Operation NESHAP, COPC will not be required to implement corrective measures under Paragraph 217, and COPC may exclude the uncontrolled ben zene attributable to the identified reason(s) in dete rmining the applicability of Pa ragraph 218. At any time that COPC proceeds under this Paragraph, COPC will de scribe how it satisfied the conditions in this Paragraph in the reports due unde r Section IX of this Decree. 217. Compliance Assurance Plan . If COPC meets one or more conditions in Paragraph 215 for implementing corrective measures, then by no later than sixty (60) days after the end of the calendar quarter in which one or more of the conditions were met, COPC will submit a compliance assurance plan to EPA fo r approval, with a copy to the Applicable Co-Plaintiff. In that compliance assurance plan, COPC will identify the cause(s) of the potentially-elevated benzene quant ities, all corrective actions that COPC has taken or plans to take to ensure that the cause(s) will not recur, an d the schedule of actions that COPC will take to ensure that the subject refinery complies with the Benzene Waste Operations NESHAP for the calendar year. COPC will implement the plan un less and until EPA disapproves. In the event that COPC anticipates that it will not meet a co mpliance date in its compliance assurance plan, then COPC shall update the plan as soon as practicable to identify the compliance date it anticipates not satisfying, the corrective measures that COPC anticipates will not be timely made and the reasons therefore, and a pro posed alternative compliance date.
* * * * 229. Third-Party Audits . COPC will retain a contractor(s) to perform a third-party audit of the Refinery’s LDAR program at least once every four (4) years. The firs t third-party audit and

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report for the Bayway, Ferndale, and Sweeny Re fineries will be completed no later than December 31, 2005; the first third-party audit an d report for the Alliance, Borger, LAR Carson, Santa Maria, Trainer, and Wood River Refi neries will be completed by no later than December 31, 2006; and the first third-party a udit and report for the LAR Wilmington and Rodeo Refineries will be completed by no later than April 1, 2007. An additional third-party audit will be completed for the Alliance Re finery no later than December 31, 2007. 230. Internal Audits . COPC will conduct internal audits of each Refinery’s LDAR program by sending personnel familiar with the LDAR program and its requirements from one or more of COPC’s other Refineries or locations to audit another COPC Refinery. COPC will complete an internal LDAR audit by no later than two (2) ye ars from the date of the completion of the third-party audits required in Paragraphs 228 and 229. COPC will perform an internal audit of each Refinery’s LDAR program at least once every four (4) years. COPC may elect to retain third-parties to undertake the inte rnal audit, provided that an LDAR audit at each Refinery occurs every two (2) years. The internal audit to be performed at the Alliance Refinery in 2008 shall be performed by a third-party. 231. Audit Every Two Years . To ensure that an audit occurs every two (2) years at each Refinery, once a Refinery’s initial third-party au dit is completed, the remaining third-party and internal audits at that Refinery will be separated by not more than two (2) years. Audits may be performed at any time in the calendar year in which they are due. * * * * 255A. By no later than December 31, 2007, COPC will have completed the installation of sleeves on the slotted guidepoles on the follo wing tanks located at the Bayway Refinery: T241, T243, T349, T351, and T352. Commencing on December 31, 2007, these tanks will be subject to NSPS Subpart Kb as affected facili ties and will comply w ith the requirements of

20Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 21 of 49

NSPS Subparts A and Kb, including all mon itoring, recordkeeping, reporting and operating requirements.
* * * * 268. Controlling Emissions from the AP I Separator at the Bayway Refinery

. (a) By no later than December 1, 2007, COPC will submit to NJDEP, with respect to the Bayway Refinery, revised permit applications necessary to implement a project to control volatile organic compound emissions from (i) the preflumes associated with Channels 3 through 7 of the API separator (“ Preflumes”); (ii) Channels 3 through 7 of the API separator (“Channels 3 through 7"); and (iii) the Corrugated Plate Se parator (“CPS”). As part of those permit applications, COPC will include a li st of all waste streams that ar e directed to the API Separator and all waste streams that are directed elsewhere, including an identificati on of the destination of the waste streams that are not directed to the API. In the list of wa ste streams, COPC will include VOC composition, VOC concentr ation, and stream flow rates. (b) By no later than December 31, 2009, COPC will have completed implementation of the control project required in Subparagraph (a). The equipment installed to meet the requirement of Subparagraph (a) will have a VOC control/removal efficiency of at least 95%. The equipment installed either (i) will cover the currently-existing Preflumes, Channels 3 through 7, and the CPS; or (ii) wi ll replace these structures with a controlled system that is covered or enclosed. (c) COPC will spend no less than Eight Million Dollars ($8,000,000) for the project identified in this Paragraph. It is the intent of the United Stat es, New Jersey and COPC that the Supplemental Environmental Project required by th is Paragraph consist of the installation of VOC controls at the structures identified in Subparagraph 268(a) . To the extent that COPC

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undertakes additional work on the underlying structures themselves (or elsewhere), such additional work falls outside the scope of this SEP. (d) By no later than thirty (30) days afte r the entry of this Second Amendment, COPC will submit to EPA and NJDEP a report that identif ies the status of the project required under this Paragraph and projects the dates for comp leting critical project milestones. Thereafter, COPC will comply with the requirements of Paragraphs 277 and 279 for providing progress reports to EPA and NJDEP.
* * * * 272A. Additional Supplemental Environmenta l Projects Relating to the Ferndale Refinery

. (a) Lummi Tribe Wood St ove Replacement Project

. COPC will implement a Supplemental Environmental Project, the “Lummi Tribe Wood Stove Replacement Project,” in accordance with this Subparagraph of this Second Amendment. This SEP shall be completed by no later than June, 30, 2009. This SEP shall consist of the replacement of approximately twenty-five (25) old, fireplaces /wood stoves with propane stoves. The replacements will be provided free of charge to members of the Lummi tribe living on the Lummi Reservation. COPC may use a contractor or consultant in planning and implementing this SEP. COPC will spend One-Hundred Thousand Dollars ($100,000) on this project, and the number of wood stoves replaced will be adjusted upward or dow nward, as appropriate, so as to limit to $100,000 the amount that COPC will be required to spend. (b) Columbia Valley Wood Stove Replacement Project . COPC will implement a Supplemental Environmental Project, the “Col umbia Valley Wood Stove Replacement Project,” in accordance with this Subparagraph of this S econd Amendment. This SEP shall be completed no later than June 30, 2009. This SEP shall consist of the replacement in residences in Columbia

22Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 23 of 49

Valley, of approximately twenty (20) old, high polluting wood heating appliances with cleaner heating devices. COPC will coordinate with NW CAA in the performance of this SEP. COPC may use a contractor or consultant in planning and implementing this SEP. COPC will spend One-Hundred Thousand Dollars ($100,000) on th is project, and the number of wood stoves replaced will be adjusted upward or downwar d, as appropriate, so as to limit to $100,000 the amount that COPC will be required to spend. (c) For Federal Income Tax purposes, COPC agrees that it will neither capitalize into inventory or basis nor deduct any costs or e xpenditures incurred in performing the SEPs.
* * * * 275. COPC is responsible for the sati sfactory completion of the SEPs/BEPs required under this Consent Decree in accordance with this Section VIII. Upon completion of the SEPs/BEPS set forth in Paragraphs 268 – 272A, COPC will submit to EPA a nd the Applicable State/Local Co-Plaintiff a cost report certified as accurate und er penalty of perjury by a responsible corporate official. In the cost report for the Bayway VOC Control Project required in Paragraph 268, COPC will identify what costs we re for VOC controls and what costs were not. If COPC does not expend the entire projected cost of the applicable SEP/BEP as set forth in this Section VIII, COPC will pay a stipulated pena lty equal to the difference between the amount expended as demonstrated in the certified cost report(s) and th e projected cost. The stipulated penalty will be paid as provided in Paragraph 377 (Payment of Stipulated Penalties) of the Consent Decree.
* * * * 286A. Civil Penalty Payment . By no later than thirty (3 0) days after Entry of this Second Amendment, COPC will pay a civil penalty of Thirty Thousand Dollars ($30,000) to the United States and Thirty Thousand Dollars ($30,0 00) to the Northwest Clean Air Agency in consideration for the resolution of civil liability set forth in Paragraph 412A of this Second

23Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 24 of 49

Amendment. Payment shall be made in the ma nner described in Paragraph 281 (for the United States) and Paragraph 285 (for th e Northwest Clean Air Agency).
* * * * 288A. By no later than thirty (30) days af ter the Entry of this Second Amendment, COPC will pay a stipulated pe nalty of Eighty Thousand Five Hundred Dollars ($80,500) in satisfaction of the claim for stipulated pe nalties made by the United States and the Commonwealth of Pennsylvania for Acid Gas Fl aring that occurred at the Trainer Refinery between April 2, 2007, and May 19, 2007. Fifty percen t (50%) of this pena lty ($40,250) shall be paid to the United States and fifty percent (50%) ($40,250) shall be paid to the Commonwealth of Pennsylvania. Payment shall be made as dir ected in Paragraph 281 (for the United States) and Paragraph 284 (for the Comm onwealth of Pennsylvania).
* * * * 353A. For failure to meet the deadlines se t forth in Appendix I for the installation of BWON-compliant controls on the lo cations at the Ferndale Refine ry identified therein: $10,000 per month or partial month, per location; or an amount equal to 1.2 times the economic benefit of delayed installation, whichever is greater. 353B. For failure to meet the deadline set forth in Paragraphs 179B(b), $1000 per day. 353C. For failure to undertake the monitoring and/or repairs required by Paragraph 179B(c): $100 per location, per da y not monitored; $500 per location, per day not repaired within the regulatory time frames for repairs. 353D. For failure to timely submit th e reports required by Paragraph 179C, $1000 per week, per deliverable.

* * * *

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412A. Resolution of Liability Regardi ng Benzene Waste Operations NESHAP Violations at the Ferndale Refinery . Entry of this Second Ame ndment will resolve all civil liability of COPC to the United States and NWCAA for violations of BWON Requirements at the Ferndale Refinery that were caused eith er by the uncontrolled status of the locations identified in Appendix I or by leak s at the phenolic and oily water lift station. This resolution of liability covers violations that occurred or may occur on or before December 31, 2008, and is contingent upon COPC completing the installatio n of the controls required by Paragraphs 179A and 179B by no later than December 31, 2008.

413. Resolution of Liability Regarding LDAR Requirements . Entry of this Consent Decree will resolve all civil liab ility of COPC to the United States and the Co-Plaintiffs for violations of the statutory and regulatory requir ements set forth below in Subparagraphs 413(a) through 413(c) that (1) commenced and ceased prior to the Date of Entry of the Consent Decree; and (2) commenced prior to the Date of Entry of the Consent Decree and c ontinued past the Date of Entry, provided that the events giving rise to such post-Entry viol ations are identified by COPC in its Initial Third-Party Audit Report(s) submitted pursuant to Paragraph 229 or, for the Alliance Refinery only, by the second third-pa rty audit conducted at the Alliance Refinery pursuant to Paragraph 229 and corrected by COPC as required under Paragraph 232: (a) LDAR Requirements . For all equipment in light liquid service and gas and/or vapor service, the LDAR requirements of Co-P laintiffs under state implementation plans adopted pursuant to the Clean Air Act or pr omulgated by EPA pursuant to Sections 111 and 112 of the Clean Air Act, and codified at 40 C.F.R. Part 60, Subparts VV and GGG; 40 C.F.R. Part 61, Subparts J and V; and 40 C.F.R. Part 63, Subparts F, H, and CC; (b) Any applicable, federally-enforceable st ate or local regulations or permits that implement, adopt, or incorporate the specifi c regulatory requirem ents identified in Paragraph 413(a). (c) Any applicable state or local regulations or permits enforceable by the Co-Plaintiffs that implement, adopt, or incorporate the specifi c regulatory requirem ents identified in Paragraph 413(a).

25Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 26 of 49

* * * *
417A. Entry of this Second Amendment will reso lve all liability of COPC to the United States and the Commonwealth of Pennsylvania for stipul ated penalties for Acid Gas Flaring that occurred at the Trainer Refinery between Ap ril 2, 2007, and May 19, 2007, and all civil liability of COPC to the United States and the Commonw ealth of Pennsylvania for violations of Sections 304 and 313 of the Emergency Planning and Community Right-to-Know Act (“EPCRA”), 42 U.S.C. § 11004, and Section 103(a) of Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U. S.C. § 9603(a), relating to Acid Gas Flaring that occurred at the Trainer Refi nery between April 2, 2007, and May 19, 2007.
* * * *

433. Notice . Unless otherwise provided herein, notifications to or communications between the Parties will be deemed submitted on the date they are postmarked and sent by U.S. Mail, postage pre-paid, except for notices under Section XIV ( Force Majeure ) and Section XV (Retention Jurisdiction/Dispute Resolution) whic h will be sent either by overnight mail or by certified or registered mail, re turn receipt requested. Each re port, study, notification or other communication of COPC will be submitted as specifi ed in this Consent Decree, with copies to EPA Headquarters, the app licable EPA Region, and the Applicable Co-Plaintiff. If the date for submission of a report, study, notification or othe r communication falls on a Saturday, Sunday or legal holiday, the report, study, not ification or other communication will be deemed timely if it is submitted the next business day. Except as otherwise provided herein, all reports, notifications, certifications, or other communi cations required or allowed unde r this Consent Decree to be submitted or delivered to the United States, EPA, the Co-Plaintiffs, and COPC will be addressed as follows:

26Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 27 of 49

As to the United States: Chief Environmental Enforcement Section Environment and Natura l Resources Division U.S. Department of Justice Environment and Natura l Resources Division Department of Justice Regular Mail: P.O. Box 7611, Ben Fra nklin Station, Washington, DC 20044-7611 Express Mail: 601 D. St. NW , Rm. 2121, Washington DC 20004 Reference Case No. 90-5-2-1-06722/1 As to EPA : Director, Air Enforcement Division Office of Civil Enforcement U.S. Environmental Protection Agency Mail Code 2242-A Regular Mail:1200 Pennsylvania Avenue, N.W. Ariel Rios Building South Room 1119 Washington, DC 20460-0001 Express Mail: Use same address but 20004 as zip. with a hard copy to Director, Air Enforcement Division Office of Regulatory Enforcement c/o Matrix New World Engineering 120 Eagle Rock Ave., Suite 207 East Hanover, NJ 07936-3159 and an electronic copy to csullivan@matrixneworld.com foley.patrick@epa.gov EPA Regions: Region 2 : Chief Air Compliance Branch US EPA Region 2 Ted Weiss Federal Building 290 Broadway, 21 st Floor New York, New York 10007-1866

27Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 28 of 49

Region 3 : Chief Air Enforcement Branch (3AP12) EPA Region III 1650 Arch Street Philadelphia, PA, 19103 Region 5 : Air and Radiation Division U.S. EPA, Region 5 77 West Jackson Blvd. (AE-17J) Chicago, IL 60604 Attn: Compliance Tracker and Office of Regional Counsel U.S. EPA, Region 5 77 West Jackson Blvd. (C-14J) Chicago, IL 60604 Region 6 : Chief Air, Toxics, and Inspecti ons Coordination Branch Environmental Protection Agency, Region 6 1445 Ross Avenue Dallas, Texas 75202-2733 Region 9 : Director Air Division Mail Code AIR-1 USEPA Region 9 75 Hawthorne Street San Francisco, CA 94105 Region 10 : Director, Office of Comp liance and Enforcement U.S. Environmental Protection Agency, Region 10 Mail Code: OCE-164 1200 Sixth Avenue, Suite 900 Seattle, WA 98101

28Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 29 of 49

As to Co-Plaintiffs : As to Co-Plaintiff the State of Illinois Maureen Wozniak Assistant Counsel Illinois Environmental Protection Agency 1021 North Grand Avenue East P.O. Box 19276 Springfield, IL 62794-9276 and Manager Compliance and Enforcement Section Illinois Environmental Protection Agency 1021 North Grand Avenue East P.O. Box 19276 Springfield, IL 62794-9276 As to Co-Plaintiff the State of Louisiana, through the Department of Environmental Quality : Administrator, Enforcement Division Office of Environmental Compliance Louisiana Department of Environmental Quality P.O. Box 4312 Baton Rouge, Louisiana 70821-4312 As to Co-Plaintiff the State of New Jersey : Administrator, Air Compliance & Enforcement New Jersey Department of Environmental Protection Post Office Box 422 401 East State Street Trenton, New Jersey 08625-0422 and Manager, Northern Air Compliance & Enforcement Office New Jersey Department of Environmental Protection 7 Ridgedale Ave. Cedar Knolls, New Jersey 07927 and

29Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 30 of 49

Deputy Attorney General, Section Chief Environmental Enforcement Division of Law P.O. Box 093 25 Market Street Trenton, New Jersey 08625-0093 As to Co-Plaintiff the Comm onwealth of Pennsylvania Regional Manager, Air Quality Pennsylvania Department of Environmental Protection 2 East Main St. Norristown, PA 19401 As to Co-Plaintiff the Northwest Clean Air Agency Director Northwest Clean Air Agency 1600 South Second St. Mount Vernon, WA 98273-5202

As to COPC : Dorsey Payne, Program Manager ConocoPhillips Company 1000 South Pine 860-18 South Tower Ponca City, OK 74602-1267 Telephone: (580) 767-6404 Thomas J. Myers, HSE Manager, U.S. Refining, Commercial and Transportation ConocoPhillips Company 600 North Dairy Ashford Room TA3138 Houston, TX 77079 Telephone: (281) 293-4851 Managing Counsel, North American Refi ning Transportation and Regulatory Group Legal Department ConocoPhillips Company 600 North Dairy Ashford Houston, TX 77079 With a copy to each Applicable Refinery as shown below: As to Alliance:

30Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 31 of 49

Refinery Manager ConocoPhillips Company Alliance Refinery P.O. Box 176 Belle Chasse, LA 70037 As to Bayway: Refinery Manager ConocoPhillips Company Bayway Refinery 1400 Park Avenue Linden, NJ 07036 As to Borger: Refinery Manager WRB Refining LLC Borger Refinery P. O. Box 271 Borger TX 79008 As to Ferndale: Refinery Manager ConocoPhillips Company Ferndale Refinery PO Box 8 Ferndale, WA 98248 As to the Los Angeles Carson and/or Los Angeles Wilmington Refineries: Refinery Manager ConocoPhillips Company Los Angeles Refinery (Carson and Wilmington) 1660 W. Anaheim St. Wilmington, CA 90744 As to the Rodeo and Santa Maria Refineries: Refinery Manager ConocoPhillips Company San Francisco Refinery 1380 San Pablo Ave. Rodeo, CA 94572

31Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 32 of 49Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 33 of 49

Consent Decree in the matter of United St ates et al. v. ConocoPhillips Company , Civil Action No. H-05-0258 (Southern Di strict of Texas). FOR THE UNITED STATES OF AMERICA

June 18, 2008 s/ Ronald J. Tenpas, by permission

________ RONALD J.TENPAS Assistant Attorney General Environment and Natura l Resources Division U.S. Department of Justice Washington, D.C. 20530

June 18, 2008 s/ Annette M. Lang

___________________ ANNETTE M. LANG Trial Attorney Environmental Enforcement Section Environment and Natura l Resources Division U.S. Department of Justice P.O. Box 7611 Ben Franklin Station Washington, D.C. 20044-7611 Telephone: (202) 514-4213 Facsimile: (202) 616-6584

DONALD J. DEGABRIELLE, JR. United States Attorney Southern District of Texas

June 18, 2008 s/ Kevin C. Aiman

_____________________ KEVIN C. AIMAN Assistant United States Attorney Southern District of Texas Texas Bar No. 00797884 Fed. Bar No. 30329 909 Milam, Suite 1500 P.O. Box 61129 Houston, TX 77208 Telephone: (713) 567-9516 Facsimile: (713) 718-3407

Page 34Consent Decree in the matter of United States et al. v. ConocoPhillps Company, Civil Action

No. H-05-0258 (Southern District of Texas).



### FOR THE ENVIRONMENTAL PROTECTION AGENCY



# ~ JiJClQil (JJrrlib1 

# WALKERB.SMITH \ Director Office of Civil Enforcement Office of Enforcement and Compliance Assurance United States Environmental Protection Agency Ariel Rios Building 1200 Penrsylvana Ave., Mail Code 2201A Washington, DC 20460 Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 34 of 49Consent Decree in the matter of United States et al. v. ConocoPhillips Company.Civi1 Action

No. H-05-0258 (Southern Distrct of Texas). 

### FOR CO-PLAINTIFF THE PEOPLE OF THE STATE OF ILLINOIS



### LISA M. MAIGAN Attorney General State of Ilinois 

### MATTHEW J. DUN, Chief Environmental Enforcement! Asbestos Litigation Division


# L//lt/ol9 Date 

### --. 

# ~ 

# ~

- BY: THOMAS DAVIS, Chief Environmental Bureau Assistant Attorney General 500 S. Second St. 

### Springfield, IL 62706 (217) 782-9031



### ILLINOIS ENVIRONMENTAL PROTECTION AGENCY



# ~ Date BY: 

### /1 

# .J/ ¿ .~ 11 ,,11/ "' 

# "í'~l4 v(. VVf~ ~ Robert A. Messina Chief Legal Counsel 

### Ilinois Environmental Protection Agency 1021 North Grand Avenue East P.O. Box 19276 

### Springfield, IL 62794-9276 (217) 782-5544 Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 35 of 49Consent Decree in the matter of United States et al. v. ConocoPhilips Company, Civil Action

No. H-05-0258 (Southern District of Texas).



### PRELIMINARY APPROVAL BY CO-PLAINTIFF, THE STATE OF LOUISIANA, THROUGH THE DEPARTMENT OF ENVIRONMENTAL QUALITY:



# 4--2Lf~ Date 

# .V~

. HATCH Ass! Secretary Office of Environmental Compliance Louisiana Department of Environmental Quality

Date TED R. B Trial Attorney 

### (La. Bar Roll # 0456) Legal Affairs Division Louisiana Department of Environmental Quality P.O. Box 4302 Baton Rouge, Louisiana 70821-4302 (225) 219-3985 

# l(-dL+~8 Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 36 of 49Consent Decree in the matter of United States et al. v. ConocoPhilips Company, Civil Action

No. H-05-0258 (Southern District of Texas).



### ~ 1-(( -voo~ Dae By:



# l!l'Al iS; mR D e By: 

### FOR CO-PLAINTIFF STATE OF NEW JERSEY

ANNE MILGRAM ATTORNEY GENERAL OF NEW JERSEY



# 5'~ß~

SCOTT B. DUBIN Deputy Attorney General

New Jersey Department of Law and Public Safety Division of Law RJ Hughes Justice Complex 25 Market Street P.O. Box 093 

### Trenton, NJ 08625-0093 (609) 633-8713

LISA P. JACKSON COMMISSIONER NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION 401 East State Street P.O. Box 402 Trenton, NJ 08625-0402 Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 37 of 49Consent Decree in the matter of United States et al. v. ConocoPhillps Company,Civil Action

No. H-05-0258 (Southern District of Texas).



### FOR CO-PLAITIFF COMMONWEALTH OF PENNSYLVANIA 

# t/1ff!dl¿ Dat 

# ~ Q7~- - ~. . FRÁCIN CARIN Regional Manager, Air Quality 

### Pennsylvania Deparment of Environmental Protection 2 East Main Street Norrstown P A 19401 (484) 250-5920 Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 38 of 49Consent Decree in the matter of United States et al. v. ConocoPhilips Company, Civil Action

No. H-05-0258 (Southern District of Texas).

FOR CO-PLAINTIFF 

### NORTHWEST CLEAN AIR AGENCY


# ¥/Zf1/æ



# f I Date 

# ~ ~lø

LAUGHLAN H. CLAR, WSBA # 10996 Zender Thurston P.S. 1700 D St. P.O. Box 5226 Bellingham, W A 98227 (360) 647-1500

"- '. :'i'-""~_..__.. " Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 39 of 49Consent Decree in the matter of United States et al. v. ConocoPhillips Company,Civil Action

No. H-05-0258 (Southern District of Texas).



### FOR CONOCOPHILLIPS COMPANY

# r - 2S ,. ó gDate 

## L. . ZIE A President, U.S. Refining ConocoPhillips 600 N. Dairy Ashford Houston, Texas 77079 (281) 293-1000 Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 40 of 49Consent Decree in the matter of 

### United States et al. v. ConocoPhilips Company.Civil Action

No. H-05-0258 (Southern District of Texas).



### FOR WR Refining LLC

Date L. . Ziemba Vice President 

### WR Refining LLC 600 N. Dairy Ashford Houston, Texas 77079 (281) 293-1000 ..

### .cf -- i- r--o lCase 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 41 of 49Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 42 of 49

APPENDIX A LIST OF FLARING DEVICES AT THE COVERED REFINERIES
Refinery Name of Flare
Alliance Low Pressure Flare (coker) High Pressure Flare Marine Vapor Recovery Flare – 406 D-15 Marine Vapor Recovery Flare – 406 D-16
Bayway Poly Flare CLEU Flare ABW Flare Eastside Flare

Borger East Refinery Flare West Refinery Flare ARDS Flare Cat Flare NGL Non-Corrosive Flare NGL Corrosive Flare Acid Gas Flare Derrick Flare

Ferndale ZTOF Emergency Ground Flare

LAR Carson LAR Carson East LAR Carson West

LAR LAR Wilmington North Wilmington LAR Wilmington South LAR Wilmington Unicracker LPG Flare

A -1Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 43 of 49

Rodeo 19C-1 19C-602

Santa Maria Flare

Sweeny Unit 7 Flare Units 11/14 Flare Units 7/10D/18 Flare Units 10abc/12/51 LP Flare Units 10abc/12/68 HP Flare Units 15/17/19 Flare Expansion LP Flare Expansion HP Flare Unit 5 Flare Unit 30 Flare VDU/DCU Flare DEA Stripper Flare SW Stripper Flare
Trainer Main Yard Flare Old Yard Flare Acid Gas Flare SWS Gas Flare
Wood River Alkylation Flare Aromatics North Flare Aromatics South Flare Distilling West Flare North Property Ground Flare Lube (HCNHT) Flare Distilling Flare Benzene Loading Flare VOC Flare (and Spare)

A -2Case 4:05-cv-00258 Document 44 Filed in TXSD on 08/11/2008 Page 44 of 49

Appendix I Compliance Schedule for the Ferndale Refinery
(See attached pdf file.)

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