IN THE UNITED STATESDISTRICT COURT FOR 

### THE SOUTHERNDISTRICT OFTEXAS

UNITED STATES of AMERICA, ) Plaintiff, and the
State of Colorado, Plaintiff-Intervener, and the )
State of Louisiana, Plaintiff-Intervener, and the
State of Oklahoma, ) Plaintiff-Intervener, and the )
State of Montana, Plaintiff-Intervener,

v. ) Civil Action )No. H-0 1-4430 Conoco Inc. 

## 1
Defendant.

FIRST AMENDMENT TO CONSENT DECREE

WHEREAS,Plaintiff, the United States of America (hereinafter "Plaintiff' or "the United States"); the State of Colorado, the Stateof Louisiana, the State of Montana
and the State of Oklahoma (hereinafter "Plaintiff Interveners"); and Conoco Inc., (hereinafter "ConocoPhillips" or "Company"), are parties to a ConsentDecree entered by
this Court on April 30,2002 (hereinafter "the ConsentDecree"); and

Page 1WHEREAS ConocoInc. merged with Phillips Company to form ConocoPhillips Company; and WHEREAS,ConocoPhillipshas agreed to sell and SuncorEnergy (U.S.A.) Inc. ("Suncor") Suncor has agreed to buy one of the refineries covered by that Consent Decree, to wit: the CommerceCityrefinery located in Commerce City, Colorado (hereinafter,the "Denver Refinery"); and WHEREAS, Suncorhas contractually agreed to assume the obligationsof, and to
be bound by the terms and conditions of, the ConsentDecree as such obligations,terms
and conditions relate to the Denver Refinery, as of the date the transfer of ownership is completed (hereinafterthe "Date of Purchase"); and WHEREAS,the United States and the Plaintiff-Intervenersagree,based on Suncor's representations,that Suncorhas the financial and technical ability to assume the obligations and liabilities of the ConsentDecree as they relate to the Denver Refinery;
and WHEREAS,the United States,Plaintiff Interveners,ConocoPhillipsand Suncor
desire to amend the ConsentDecree to transferto Suncor the obligations,liabilities, rights and releases of the ConsentDecree and any related letters as they pertain to the
Denver Refinery as of the Date of Purchase and to release ConocoPhillipsfrom its obligations and liabilitiesunder the ConsentDecree arising after the Date ofPurchase
insofar as they relate to the Denverrefinery; and WHEREAS, the United States,Plaintiff-Interveners,ConocoPhillipsand Suncor
have identified and wish to correcterrors in Paragraph 193,

Page 2WHEREAS,the United States, Plaintiff Interveners, ConocoPhillipsand Suncor

want to revise the deadlinesfor certain catalysttrials, and WHEREAS, each of the undersigned has reviewed and hereby consents to this
First Amendment; and WHEREAS, Paragraph 301 of the Consent Decreerequires that this Amendment
be approvedby the Court before it is effective; NOW, THEREFORE, the United States, Plaintiff-Interveners,Conoco, and Suncor, hereby agree that, upon approval of this Amendment by the Court, the Consent
Decree shall thereby be amended as follows:
1. Effective on the Date of Purchase, the Suncorhereby assumes, and ConocoPhillipsis hereby released from all obligationsand liabilitiesfrom the Date of
Purchase concerningthe Denver Refinery,except as otherwiseprovided in Paragraphs 2
and 3 of this Amendment. On and after the Date of Purchase, the terms of the Consent
Decree concerning the Denver Refinery shall exclusivelyapply to, be binding upon, and
be enforceable against Suncorto the same extent as if Suncor were specifically identified
and or named in those provisions. ConocoPhillipsremains liable for all obligations and
liabilities imposed by the ConsentDecree on the DenverRefinery from the Date of Lodging or Entry (as appropriate)to the Date of Purchase.
2. Suncor shall not be responsiblefor any portion of the civil penalty provided
for in Part XVII, which civilpenalty the United States and Plaintiff-Intervener State of
Colorado hereby acknowledgehas been paid if full.
3. The followingParagraphsin the ConsentDecree do not apply to Suncor: 18- 23,24-26,42, new paragraph 55(g) as included below, 56 as amendedbelow, 58, as
Page 3amendedbelow, 59,60, 71,76(a & b), 84, 103, 108-110, 111-114, 118, 121(d), 161, 162,

4. paragraph 5 is amended as follows:
5. ConocoPhillips owns and operates and is subject to all obligations and liabilitiesrelated to the refineries located as follows: Westlake, Louisiana (hereinafterLake Charles Refinery, includingthe Excel Paralubes facility operated and partly owned by ConocoPhillips) Billings, Montana (hereinafterBillings Refinery) Ponca City, Oklahoma (hereinafter Ponca City Refinery). Denver Refinery (priorto Date of Purchase)
Suncorowns and operates and is subject to all obligationsand liabilitiesrelated to the refinery in Commerce City, Colorado (hereinafterDenver Refinery) beginning as of Date of Purchase.
5. Part IV, REDUCTION OFNOX EMISSION FROM FLUIDIZED
CATALYTIC CRACKING UNITS (FCCUS),is amended as follows:

8. By no later than the dates shown below, ConocoPhillips(for the refineries it owns) and Suncor (for the DenverRefinery) shall begin the determination ofthe optimized addition rates of low NOx CO promoter and NOx reducing catalyst additive ("Optimization Study") at each of the five (5) FCCUs in accordance with Attachment 2to this Consent Decree, which is incorporatedherein by reference, to establish the optimizedcatalyst additive addition rate. By mutual agreement, EPA, appropriate Plaintiff-Intervenersand ConocoPhillips 

## ~ may further change the dates relating to ConocoPhillips' refineries by written agreementas provided for in Paragraph 301. Similarly,by 

# ~ mutual agreement,EPA, Plaintiff-IntervenerState of Colorado,and Suncormay furtherchange the dates relatingto the DenverRefinery by written agreement as provided for in Paragraph 301. Billings December 31,2005 Denver June 30,2004 Lake Charles December 31,2004 Ponca City No. 4 June 30,2004 Ponca City No. 5 December 

### 3 1,2004



# ~ Page 49.(a) By no later than the appropriate date shown below foreach FCCU, ConocoPhillips (for the refineries it owns) and Suncor (forthe Denver Refinery) will begin the performance demonstrationof the catalyst additives at the optimized additionrates ("NOx Additive Demonstration"). ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall demonstrate the performance of the NOx additive at the optimized rate for the fourteen (14) or eighteen (18) month period indicated below to yield the lowest NOx concentration feasiblefrom the FCCU at that optimizedrate. By mutual agreement, EPA, appropriate Plaintiff-Interveners,and ConocoPhillipsmay furtherchange the dates relating to ConocoPhillips' refineriesby written agreement as provided for in Paragraph 301. Similarly,by mutual agreement,EPA, Plaintiff-IntervenerState of Colorado, and Suncor may furtherchange the dates relating to the Denver Refinery by written agreement as provided for in Paragraph 301. Billings June 30,2006 to December 31,2007 Denver December 31,2004 to February 28, 2006 Lake Charles June 30,2005to December 31,2006 Ponca City No. 4 December 31,2004to June 30,2006 Ponca City No. 5 June 30,2005 to December 31,2006 9.(b) Identification of Commerciallv Available Products: At least one month prior to beginningthe short term trials in Paragraph 9c below, ConocoPhillips(for the refineries it owns) shall notify EPA in writing of all NOx reducing catalyst additives that are commercially available and shall identify each NOx reducingcatalyst additive,up to the maximum of four, that ConocoPhillipsproposes to use for the short term trials required at each ConocoPhillipsrefinery. Unless EPA objectsprior to the beginning the trials, to one or more of the products identified, ConocoPhillips shall commencethe short term trials. 9.(c) ShortTerm Trials of NOx Reducing Catalyst Additives:By no later than the dates shown below, ConocoPhillips(for the refineriesit owns) shall commencetrials of up to twelve (12) months of the commercially availableNOx reducing catalyst additivesfor the purpose of identifyingthe comparativeNOx reduction effectivenessof each product. After completion of the trials and at least one month prior to beginningthe optimization period, ConocoPhillips (for its refineries) shall submit a report that sets forth the comparativeNOx reduction effectivenessof each commercially availableNOx reducingcatalyst additive.ConocoPhillips shall propose for EPA's approval the particularNOx reducingcatalyst additivethat ConocoPhillips proposesto use in the optimization and demonstrationperiods for each respectiveFCCU. If ConocoPhillips intends to use a NOx reducing
Page 5catalyst additive that is not the best performing NOx reducing catalyst additive (as required by Attachment 2), ConocoPhillips shall also propose forEPA7s approval adjustments to: 1)the incremental pick-up factor, and 2) total catalyst additive addition rate. Subject to EPA's approval, a NOx reducing catalyst additive shall not be deemed the best performing additive if it impairs the performance of the FCCU. Billings December 31,2004 Lake Charles December 31,2003 Ponca City No. 4 June 30,2003 Ponca City No. 

### 5 December 31,2003 9(d). In lieu of conducting NOx trials in 9(c) above at the Denver Refinery, Suncor shall use the NOx reducing catalyst additive approved for use by EPA per the procedures found in 9(c) above at the ConocoPhillips' Ponca City No. 4 FCCU. ConocoPhillips will provide Suncor with a summary of the results of each short term NOx trial at Ponca City No. 4 as soon as possible upon completion of each trial and will notify Suncor of the selected additive from the Ponca City No. 4 short-term NOx reducing catalyst trials by May 31, 2004. In addition, at the same time that ConocoPhillips submits the report to EPA required under Paragraph 9(c), it shall submit a copy of the report to Suncor. As indicated in revised Paragraph 

### 8 above, Denver shall begin the optimization study using this catalyst no later than June 30, 2004. In the event that ConocoPhillips does not notify Suncor of the selected additive by May 31,2004, or for any other reason by mutual agreement, EPA, Plaintiff-Intervener State of Colorado, and Suncor may change the dates of the optimization study by written agreement as provided for in Paragraph 301. Additionally, Suncor shall continue to add SOX reducing catalyst duringthe NOx Optimization period. The amount of SOX reducting catalyst to be added will be determined during the SOX Optimization Study provided for in Paragraph 31 as revised.
10.By no later than thirty (30) days prior to beginning the determination of the optimized addition rates of low-NOx CO promoter and NOx reducing catalyst additive at each FCCU, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall notify EPA in writing of which low-NOx COpromoter and NOx reducing catalyst additivethat it intends to use in the optimization and demonstration periods, and shall submit a protocol for the optimization which describes, at a minimum, the methods that will be used to calculate control effectiveness (pounds NOx reduced per pound of additive), cost effectiveness (dollars per ton of NOx reduced), and percent additive added.
Page 

### 611.By no later than 30 days aftercompletion of the baseline data collection period shown below, ConocoPhillips(for its refineries) and Suncor (for the DenverRefinery) shall submit baseline data for each FCCU as shown below, to EPA. The data for each FCCU that shall include at a minimum the following data on a daily averagebasis: (1) Regenerator flue gas temperature; (2) Coke burn rate; (3) FCCU feed rate; (4) FCCU feed API gravity; (5) FCCU feed nitrogen content; 

### (6) Estimatedpercentage of each type of FCCU feed component (i.e. atmospheric gas oil, vacuum gas oil, atmospherictower bottoms, vacuum tower bottoms, etc.) by volume; (7) Estimated percentage by volume of the FCCU feed that is hydrotreated; (8) CO boilerfiring rate and fuel type forPonca City No. 5 FCCU; (9) CO boiler combustion temperature forPonca City No. 5 FCCU; (10) Total catalyst addition rate; (1 1) NOx reducing catalyst additive and NOx reducing catalyst additive addition rates and (12) Hourly and daily SOz,NOx, CO and O2concentrations.
Baseline data collection dates are: Billings June 30,2003to June 30,2004 Denver December 31,2002to December 31,2003 Lake Charles December 31,2002to June 30,2003 Ponca City No. 4 March 31,2002to December 31,2002 Ponca City No. 5 June 30,2002to June 30,2003 Upon mutual agreement,EPA, appropriate Plaintiff-Interveners,and ConocoPhillipsmay furtherchangethe datesrelating to ConocoPhillips' refineriesby written agreement as provided for in Paragraph 301. Similarly,by mutual agreement,EPA, Plaintiff-IntervenerState of Colorado, and Suncormay furtherchange the dates relating to the Denver Refinery by written agreement as provided for in Paragraph 301.
12.By no later than thirty (30) days prior to beginning demonstration period referenced in Paragraph 9(a) above at each FCCU, ConocoPhillips(for its refineries) and Suncor (for the Denver Refinery) shallnotify EPA in writing of the proposed optimized additive addition rate foreach FCCU with an explanation and the
Page 7supporting data that demonstrates that the requirements of Attachment 2 have been met in establishing the optimized rates. During the demonstration, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall add catalyst additive at the optimizedrate and in a consistent manner (evenly over time) that minimizesNOx emissions.
13.No later than sixty (60) days after the completion of the demonstration period, ConocoPhillips (forits refineries)and Suncor (forthe Denver Refinery) shall report to EPA the results of the demonstration for each FCCU. The report shall include, at a minimum, each of the parameters reported in the baseline data setrequired in Paragraph 11. ConocoPhillips (forits refineries) and Suncor (for the Denver Refinery) shall report the data or measurements to EPA in electronic format. ConocoPhillips (for its refineries)and Suncor (forthe Denver Refinery) also shall submit the information to the appropriate state agency. 14.ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall determinethe NOx and O2concentrationsat the point of emission to the atmosphereby CEMS.


### B. EstablishingFCCU NOx Emission Limits at the Denver, Lake Charles,Billings,Ponca Citv No. 4 

### and Ponca Citv No. 5 

### FCCUs
15.As part of its demonstrationreport required in Paragraph 13, ConocoPhillips (forits refineries) and Suncor (for the Denver Refinery) shall propose to the EPA 3-hourrollin average and 365-day rolling averageconcentration based limits

# -?- ppmvd), each at 0% oxygen, for NOx emissionsfrom each of its FCCUs. ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall comply with the limits they propose for their respective FCCUs beginning immediately upon submissionof their reports to EPA, until such time as they are required to comply with the emissions limits set by EPA, as specifiedbelow.
16.EPA will use the data collected from each FCCU during the baseline, optimization, and demonstrationperiods and all other available pertinent informationto establish limits for NOx emissions from the FCCUs. EPA may establish 3-hour rolling average and 365-day rolling average concentrationbased limits (ppmvd),each at 0% oxygen,for NOx emissionsfrom each of ConocoPhillips'sFCCUs and for Suncor's FCCU based on the level of performance during the baseline, optimization, and demonstration periods, areasonable certainty of compliance, and any other available pertinent information.
Page 817.EPA will notify ConocoPhillipsand Suncor of its determinationsof NOx concentration limits for the units, and ConocoPhillips and Suncor shall immediately comply if the EPA limit is equal to or less stringent than the limit proposed by ConocoPhillipsand Suncorrespectively. If the limits establishedby EPA are more stringent than the limit proposedby ConocoPhillipsor Suncor,ConocoPhillipsor Suncor will comply with the EPA established emission limit within 30 days.


### C. Installation of SNCR System and Continued 

### Addition/Optimization/Demonstration of Low-NOx CO Promoter and NOx Reducing Catalyst Additives at Ponca Citv No. 5 FCCU
18.By no later than December 31, 2006, ConocoPhillips shall install and operate a selectivenon-catalytic reduction system (SNCR) on the CO Boiler at the Ponca City No. 

### 5 FCCU.
19.After the installation of the SNCR and by no laterthan March 31, 2007, ConocoPhillips shall begin the determinationof the optimized addition rates of low-NOx CO promoter and NOx reducing catalyst additiveat Ponca City No. 

### 5FCCU (SNCR Optimization Study)in accordance with Attachment 2 to this ConsentDecree, which is incorporatedherein by reference,to establish the optimizedcatalyst additiveaddition rate.
20. By no later than September30, 2007, ConocoPhillipswill begin the performance demonstration of the catalyst additive at the optimized addition rate over a twelve (12) month period to yield the lowest NOx concentration feasible from the FCCU at that optimizedrate.
21. After installation of the SNCR andby no later than sixty (60) days prior to beginning the additiveoptimization at Ponca City No. 

### 5 FCCU, ConocoPhillips shall notifyEPA in writing of which low-NOx CO promoter and NOx reducing catalyst additivethat it intends to use in the optimization and demonstration periods, and shall submit a protocol for the optimization which describes, at a minimum, the methods that will be used to calculatecontrol effectiveness (pounds NOx reduced per pound of additive), cost effectiveness (dollarsper ton of NOx reduced), andpercent additiveadded.
22. After the installationof the SNCR and by no laterthan thirty (30) days prior to beginningthe twelve (12) month demonstration at Ponca City No. 5FCCU, ConocoPhillipsshall notify EPA in writing of the optimized additive addition rate for Ponca City No. 

### 5FCCU with an explanation and the supportingdata that demonstratesthat the
Page 9requirements of Attachment 2 have been met in establishingthe optimizedrates. During the demonstration, ConocoPhillips shall add catalyst additive at the optimizedrate and in a consistentmanner (evenly over time) that minimizesNOx emissions.
23. No later than sixty (60) days after the completion of the twelve (12) month demonstration,ConocoPhillips shall report to EPA the results of the demonstrationforPonca City No. 5 FCCU. The report shall include,at a minimum, each of the parameters reported in the baseline data set required in Paragraph 11. ConocoPhillips shall report the data or measurements to EPA in electronic format.


### D. 

### EstablishingFCCU NOx Emission Limits for SNCR System, LowNOx CO Promoterand NOx Reducing CatalystAdditive at Ponca City No. 5 

### FCCU
24. As part of its demonstration reportrequired in Paragraph 23 above, ConocoPhillips shallpropose to the EPA 3-hourrolling average and 365-day rolling averageconcentrationbased limits (ppmvd),each at 0% oxygen, for NOx emissions for Ponca City No. 5 FCCU. ConocoPhillips shallcomply with the limits it proposes for Ponca City No. 5 FCCU beginning immediatelyupon submission of its report to EPA, until such time as ConocoPhillipsis required to comply with the emissionslimits setby EPA, as specifiedin Paragraph 26.
25. EPA will use the data collected fromPonca City No. 5 FCCU during the baseline, optimization, and demonstrationperiods and all other available pertinent information to establish limits for NOx emissions fromthe Ponca City No. 5 FCCU. EPA may establish 3-hourrolling average and 365-dayrolling averageconcentration based limits (ppmvd),each at 0% oxygen, for NOx emissions from the Ponca City No. 5 FCCU based on the level of performance during the baseline, optimization, and demonstrationperiods, areasonablecertainty of compliance, and any other availablepertinent information.
26. EPA will notify ConocoPhillips of its determination of NOx concentration limits for the Ponca City No. 

### 5 FCCU, and ConocoPhillips shall immediatelycomply if the EPA limit is equal to or less stringent than the limit proposed by ConocoPhillips. If the Ponca City No. 5FCCU limit establishedby EPA is more stringent than the limit proposed by ConocoI?hillips,ConocoPhillipswill comply with the EPA established emission limit within thirty (30) days.


### E. Hydrotreater Outages
Page 

### 10

### 27. No later than one hundred eighty (180) days from the Date of Lodging of the Consent Decree, ConocoPhillips shall submit to EPA for its approval a plan to minimize NOx emissions fromits Billings, Denver, Lake Charles and Ponca City FCCUs (including associated air pollution control equipment) during hydrotreater outages. This plan will address how to calculate the impact of the period(s) of the hydrotreater outages on the annual average emission limits for the FCCUs and may allow for exclusion fromthe 365-day average those 3-hour average concentrations during periods of hydrotreater outages. ConocoPhillips shall comply with the plan at all times including periods of startup, shutdown, and malfunction of the hydrotreater. Suncor shall comply with the plan as it relates to the Denver Refinery as,ofthe Date of Purchase. The 3-hour NOx emission limits established forthe FCCUs as provided in this Order shall not apply to ConocoPhillips during periods of hydrotreater outages at the Billings, Lake Charles, Ponca City No. 4 

### (if a gas oil hydrotreater is installed) and Ponca City No. 5 FCCUs, provided that ConocoPhillips is maintaining and operating its FCCUs (including associated air pollution control equipment) in a manner consistent with good air pollution control practices for minimizing emissions in accordance with the EPA-approved good air pollution control practices plan. Similarly, the 3 hour NOx emission limits shall not apply to Suncor during hydrotreater outages at the Denver Refinery provided that Suncoris maintaining and operating its FCCU (including associated air pollution control equipment) in a manner consistent with good air pollution practices for minimizing emissions in accordance with the EPA-approved good air pollution control practices plan.


### F. Demonstrating Compliance with FCCU 

### NOx Emission Limits
28. Beginning no later than twelve (12) months fromthe Date of Lodging where CEMS are in place, and eighteen (18) months fromthe Date of Lodging where CEMS are yet to be installed, ConocoPhillips shall use a NOx and O2CEMS to monitor performance of each FCCU during the baseline, optimization, and demonstration periods, and to report compliance with the terms and conditions of this Consent Decree. As all such CEMS have been installed at the Denver Refinery, Suncor shall comply with the requirements of this paragraph on the Date of Purchase. 29.ConocoPhillips shall make CEMS and process data available to EPA upon demand as soon as practicable. Suncor shall comply with the requirements of this paragraph beginning on the Date of Purchase.

Page 1

### I30.ConocoPhillips shall install, certify, calibrate,maintain, and operate all CEMS required by this Part in accordance with the requirementsof Paragraphs 202 and 203. Suncor shall comply with the requirements of this paragraph beginning on the Date of Purchase.


### 6. Part V, REDUCTION OF SO2EMISSIONS FROMFCCUS, is amended as follows: 

### Propram Summary:ConocoPhillips shall implement aprogram to reduce SO2 emissions fromrefinery FCCUs by the use of SO2 adsorbing catalyst additives at each of its five (5) FCCUs. ConocoPhillipsshall incorporate

. lower SO2 emission limits into operatingpermits and will demonstrate futurecompliance with the lower emission limits through the use of CEMS.


### A. Applicationof SOzAdsorbing CatalystAdditive at the Denver, Lake Charles, Billings, Ponca Citv No. 4 

### and Ponca Citv No. 5 

### FCCUs
3 1.By no later than the dates shown below, ConocoPhillips(for its refineries) and Suncor (for the Denver Refinery) shallbegin to add SO2 adsorbingcatalyst additive (Optimization Study) to each of the five (5) FCCUs in accordance with Attachment 2 to this Consent Decree, which is incorporatedherein by reference, to establish the optimized catalyst additive additionrate. Billings June 30,2004 Denver December 31,2003 Lake Charles June 30,2003 Ponca City No. 4 December 31,2002 Ponca City No. 

### 5 June 30,2003 By mutual agreement, EPA, appropriate Plaintiff-Interveners,and Suncor (for the Denver Refinery) or EPA,Plaintiff-IntervenerState of Colorado and ConocoPhillips (for its refineries) may further change these dates by written agreement as provided for in Paragraph 301.
32. By no later than the date shown below for each FCCU, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) will begin the performance demonstration of the catalyst additive at the optimized addition rate. ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall demonstratethe performance of the SOX catalyst additive at the optimizedrate for the period of time indicated below to yield the lowest SO2concentration feasible from the FCCU at that optimized rate. By mutual agreement,EPA, appropriate PlaintiffInterveners,and ConocoPhillipsmay further change the dates relating
Page 12to ConocoPhillips' refineries by written agreement as provided for in Paragraph 301. Similarly,by mutual agreement,EPA, PlaintiffIntervener State of Colorado and Suncormay further change the dates relating to the Denver Refineryby written agreement as provided for in Paragraph 301. Billings December 31,2004to December 31,2005 Denver June 30,2004 to December 31,2005 Lake Charles December 31,2003to June 30,2005 Ponca City No. 4 June 30,2003 to June 30,2004 Ponca City No. 5 December 31,2003to December 31,2004


### B. 

## SOa Adsorbing Catalvst Additives Optimizationsand Demonstrations
33. By no later than sixty (60) days prior to beginning the additive optimization at each FCCU, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall notify EPA in writing of which SO2adsorbingcatalyst additive that they intend to use in the optimization and demonstrationperiods, and shall submit a protocol for the optimization which describes,at a minimum, the methods that will be used to calculate control effectiveness (pounds SO2 reduced per pound of additive), cost effectiveness (dollarsper ton of SO2 reduced), and percent additive added. If the Lake Charles Refinery intends to use a SO2reducing catalyst additive that is not the best performing SO2reducing catalyst additive as of this Amendment's LodgingDate, ConocoPhillipsshall alsopropose for EPA's approval adjustmentsto: 1)the incrementalpick-up factor, and 2) total catalyst additive addition rate. Subjectto EPA's approval, a SO2reducing catalyst additive shall not be deemed the best performing additive if it impairs the performance of the FCCU
34. By no later than 30 days aftercompletion of the baseline data collectionperiod shown below, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall submit baseline data, to EPA foreach FCCU that shall include at a minimum the followingdata on a daily averagebasis: (1) Regeneratorflue gas temperature; (2) Coke burn rate; (3) FCCU feed rate; (4) FCCU feed API gravity; (5) FCCU feed sulfur content; (6) Estimated percentageby volume of each type of FCCU feed component (i.e. atmospheric gas oil, vacuum gas oil, atmospherictowerbottoms, vacuum tower bottoms, etc.);
Page 13(7) Estimated percentageby volume of the FCCU feed that is hydrotreated; (8) CO boiler firingrate and fuel type for Ponca City No. 5 FCCU; (9) CO boiler combustiontemperature for Ponca City No. 5 FCCU; (10) Total catalyst addition rate; (1 1) SO2adsorbing catalyst additive type and additive addition rates and (12) Hourly and daily SOz,NOx, CO and O2concentrations.
Baselinedata collection dates are: Billings June 30,2003to June 30,2004 Denver December 31,2002to December 31,2003 Lake Charles December 1,2002to June 30,2003 Ponca City No. 4 March 31,2002to December 31,2002 Ponca City No. 5 June 30,2002to June 30,2003 Upon mutual agreement,EPA, appropriate Plaintiff-Interveners, and ConocoPhillips may further change the datesrelating to ConocoPhillips' refineries by written agreementas provided for in Paragraph 301. Similarly,by mutual agreement, EPA, PlaintiffIntervenerStateof Colorado, and Suncormay further change the dates relating to the Denver Refinery by written agreement as provided for in Paragraph 301.
35. By no laterthan thirty (30) days prior to beginning the twelve (12) month demonstration at each FCCU, ConocoPhillips(for its refineries) and Suncor (forthe DenverRefinery) shall notify EPA in writing of the optimized additive addition rate for each FCCU with an explanation and the supporting data that demonstratesthat the requirements of Attachment 2 have been met in establishingthe optimized rates. During the demonstration, ConocoPhillips(forits refineries)and Suncor (for the Denver Refinery) shall add catalyst additive at the optimizedrate and in a consistent manner (evenly over time) that minimizes SO2emissions.
36. No later than sixty (60) days after the completion of the twelve (12) month demonstration, ConocoPhillips (for its refineries)and Suncor (for the Denver Refinery) shall report to EPA the results of the demonstration for each FCCU. Thereport shall include, at a minimum, each of the parametersreported in the baseline data set required in Paragraph 34. ConocoPhillips (for its refineries)and Suncor (forthe Denver Refinery) shall report the data or
Page 14

### measurements to EPA in electronicformat. ConocoPhillips(for its refineries)and Suncor(forthe Denver Refinery) also shall submit the information to the appropriate state agency. 37. ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall determine the SO2and 02 

### concentrations at the point of emissionto the atmosphereby CEMS.


### C. Establishing 

### FCCU SO2Emission Limits
38. As part of its demonstrationreport required in Paragraph 36, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall propose to the EPA 7-day rolling average and 365-day rolling average concentration based limits (ppmvd), each at 0% oxygen,for SO2emissions from each of its FCCUs. ConocoPhillips (for its refineries)and Suncor (for the Denver Refinery) shall comply with the limits it proposes for each FCCU beginning immediatelyupon submission of its report to EPA, until such time as they are required to comply with the emissions limits set by EPA, as specifiedin Paragraph 40.
39.EPA will use the data collectedfrom each FCCU during the baseline, optimization,and demonstration periods and all other available pertinent information to establish limits for SO2emissions from the FCCUs. EPA may establish 7-day rolling average and 365-dayrolling average concentration based limits (ppmvd), each at 0% oxygen,for SO2emissionsfromeach of ConocoPhillips's FCCUs and from Suncor's FCCUs at the DenverRefinery based on the level of performance duringthe baseline, optimization, and demonstration periods, a reasonable certainty of compliance,and any other available pertinent information.
40. EPA will notify ConocoPhillips and Suncor of its determinationof SOzconcentration limits for the respectiveunits, and ConocoPhillips (for its Refineries)and Suncor (for the Denverrefinery) shall immediately comply if the EPA limit is equal to or less stringentthan the limit proposed for each FCCU. If the SOzlimit establishedby EPA is more stringent than the limit proposed by ConocoPhillipsor Suncor 

### ,ConocoPhillips or Suncor will comply with the EPA establishedemission limit within thirty (30) days.


### D. Hydrotreater Outages
4 1.

### No later than one hundred-eighty (1

### 80) days from the Date of Lodging of the Consent Decree,ConocoPhillipsshall submit to EPA for its
Page 

### 15

### approval aplan to minimize SO2emissionsfromthe Billings,Denver, Lake Charles and Ponca City FCCUs (includingassociated air pollution control equipment)duringhydrotreateroutages. Thisplan will address how to calculatethe impact of the period(s) of the hydrotreateroutages on the annual averageemission limits for the FCCUs and may allow for exclusion from the 365-day average those daily average concentrationsduring periods of hydrotreateroutages. ConocoPhillips shall comply with the plan at all times including periods of startup, shutdown, and malfunction of the hydrotreater. Suncor shall comply with the plan as it relates to the Denver Refinery as of the Date of Purchase. The seven (7) day SO2emission limits establishedfor the FCCUs as provided in this Order shall not apply duringperiods of hydrotreater outages at the Billings, Lake Charles, Ponca City No. 4 (if a gas oil hydrotreateris installed) and Ponca City No. 5 FCCUs,provided that ConocoPhillipsis maintaining and operatingitsFCCUs (including associated air pollution control equipment)in a manner consistentwith good air pollution control practices for minimizing emissionsin accordancewith the EPAapproved good airpollution controlpracticesplan. Similarly,the seven (7) day SO2emissionslimits shall not apply to Suncor during hydrotreateroutages at the Denver Refineryprovided that Suncoris maintaining and operatingthe Denver RefineryFCCU (including associated air pollution control equipment)in a mannerconsistent with good airpollution practices for minimizing emissions in accordance with the EPA-approved good air pollution controlpractices plan. Followingthe installationof a wet gas scrubber at an FCCU, this Paragraph shall no longer apply to that FCCU.


### E. Final FCCU

### SOzEmission Limitsfor the Billings,Ponca Citv No. 4 

### and Ponca City No. 

### 5 FCCUs
42. If the 365-day rolling average limit or the 7-day rolling averagelimit establishedpursuant to Paragraph 38 is greater than 25 ppmvd at 0% O2or 50ppmvd at 0% 02,

### respectively,for the Billings, Ponca City No. 4, orPonca City No. 5FCCU, ConocoPhillipsshall, by the dates specifiedbelow, install additional SO2control technology and meet SO2emission limits of 25 ppmvd at 0% 02 

### on a 365-dayrolling averagelimit and 50 ppmvd at 0% 02 

### on a 7-day rolling average: (I) BillingsFCCU June 30,2007; (2) Ponca City No. 4 December 31,2008; and (3) Ponca City No. 5 December 31,2006.
F. 

### Demonstrating Compliance with FCCU 

### SO2 EmissionLimits
Page 16

### .Beginning no later than twelve (12) months from the Date of Lodging ConocoPhillips shall use a SO2and 02 CEMS to monitor performance of each FCCU during the baseline, optimization,and demonstration periods, and to report compliance with the terms and conditionsof this ConsentDecree. Suncor shall comply with the requirements of this paragraph as of the Date of Purchase. 44.ConocoPhillips shall make CEMS and process data available to EPA upon demand as soon as practicable. Suncor shall comply with the requirements of this paragraph as of the Date of Purchase. 45.ConocoPhillips shall install, certify, calibrate,maintain, and operate all CEMS required by this Part in accordance with the requirements of Paragraph 202 and 203. Suncor shall comply with the requirements of this paragraph as of the Date of Purchase.

7. Part VI, REDUCTIONS OF OTHER EMISSIONS FROM FCCUS, SUBPARTC, FCCU REGENERATORNSPS SUBPARTSA and J APPLICABILITY is revised to read as follows:


### A. 

### Reductions ofPM EmissionsFrom FCCUs
46. ConocoPhillips or Suncor (as the case may be) shall install and operate PM controls as follows:


### Lake Charles:On the Date of Lodging of the Consent Decree, ConocoPhillips shall continue to comply with a PM emissionslimit of 1 pound per 1000pounds of coke burned as demonstratedby a stack test as described in Paragraph 47.


### Denver:By no later than June 30,2006, Suncor shallcomply with aPM emissionslimit of 1pound per 1000pounds of coke burned as demonstrated by a stacktest as described in Paragraph 47. 

### ~illin~s : By no later than June 30,2007, ConocoPhillipsshall comply with a PM emissions limit of 1pound per 1000pounds of coke burned as demonstrated by a stack test as described in Paragraph47.


### Ponca City No. 4 : By no later than December 3 1,2008,ConocoPhillips shall comply with aPM emissions limit of 1pound per 1000pounds of coke burned as demonstratedby a stack test as described in Paragraph 47.

Page 17Ponca City No. 5: By no later than December 31, 2006, ConocoPhillips shall comply with a PM emissions limit of 1pound per 1000pounds of coke burned as demonstratedby a stack test as described in Paragraph47.
47. (a) 

### PM Monitoring

## - FCCU. ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery as of the Date of Purchase) shall follow an EPA-approved stack test protocol to monitor PM emissions on each FCCU at each refinery. ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall propose and submit the stack test protocol for approval to EPA and the Plaintiff-Intervenersno later than two hundred .forty (240) days following Date of Lodging of this Consent Decree. During the first two (2) years of operations following installation of the control device selected for that particular facility, the facilities shall conduct annual stack tests at each FCCU. Tests may be conducted less frequently than annually upon a showingof at least three (3) annualtests that limits arenot being exceeded.
47. (b) Opacity Monitoring 

### - FCCU. ConocoPhillips shall install Continuous Opacity Monitoring System (COMS) on each FCCU at each refinery by no later than twelve (12) months after the Date of Lodging. ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery as of the Date of Purchase) shall install, certify, calibrate, maintain, and operate all COMS requiredby this Part in accordance with the requirements of Paragraph 202 and 203.

49. By no later than the Date of Lodging, ConocoPhillips shall meet an emission limit of 500 ppmvd CO at 0% 02 on a 1-hour average basis. Compliance by ConocoPhillips (for its refineries) and by Suncor (for the Denver Refinery as of the Date of Purchase) will not have to be demonstrated until certification of CO CEMS, and future compliance will be demonstrated with the CEM.
50. By no later than June 30,2003, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery) shall meet an emission limit of 150 ppmvd CO at 0% 02 on a 365-dayrolling average basis.
51. Beginning no later than twelve (12) months from the Date of Lodging, ConocoPhillips (for its refineries) and Suncor (for the Denver Refinery as of the Date of Purchase) shall use a CO CEMS to monitor performance of each FCCU and to report compliance with the terms and conditions of this Consent Decree.

Page 18

### 52. ConocoPhillips (forits refineries)and Suncor (for the Denver Refinery as of the Date of Purchase) shall make CEMS and process data available to EPA upon demand as soon as practicable.
53. ConocoPhillips (for its refineries)and Suncor (for the Denver Refinery as of the Date of Purchase) shall install, certify, calibrate, maintain, and operate all CEMS required by this Part in accordance with the requirements of Paragraph 202 and 203.
54. ConocoPhillips'sFCCU Regenerators and Suncor'sFCCU Regenerator at the Denver Refinery shall be affected facilities subjectto the requirements of NSPS SubpartA and J for each relevantpollutantby the dates specified below:
Denver: SO2

- 

### June 30,2004 PM

- 

### June 30,2006 CO 

### - June 30,2003 Opacity

- 

### June 30,2006
Lake Charles: SO2

- 

### Date of Lodging PM

- 

### Date of Lodging CO

- 

### Date of Lodging Opacity

- 

### Date of Lodging Billings: SO2

- 

### February 1,2005 PM 

### - June 30,2007 CO

- 

### June 30,2003 Opacity

- 

### June 30,2007
Ponca City No. 4: SO2

- 

### August 1,2003 

### PM

- 

### December 31,2008 CO

- 

### June 30,2003 Opacity

- 

### December 31,2008
Ponca City No. 5: SO2 

### - February 1,2004 PM

- 

### December 31,2006 CO

- 

### June 30,2003 Opacity

- 

### December 31,2006

Page 19

### 8. Part VII, Subpart A NOx Reductions,is amended as follows, including the addition of new paragraphs 55(a), 55(b), 55(c) and 61.(a); 

### A. NOx Reductions %(a). On or before December 31, 2004, Suncor shall complete a program to reduce the overall NOx emissions from the Controlled Heaters and Boilers at the Denver Refinery in an amount greater than or equal to 90 tons per year as demonstratedby the inequality in Paragraph 55b. For purposes of this Part, Controlled Heaters and Boilers shall mean heaters and boilers which have been either shut down, or for which the refinery has installed one of the followingNOx control technologies: SCR, SNCR, current or next generation ultra-low NOx burners, or technologies that Suncor , 

### after the Date of Purchase, demonstrates to EPA's satisfaction will reduce NOx emissions to 0.040 lbs per mmBTU or lower. 55(b). Reductions at the Denver Refinery shall be calculated from a prior actual to future allowablebasis so as to satisfy the following inequality:
[(EActual)i

- 

### (E.Allowable)i

### 1 2 

### 90tons of NOx per year i=l 

### Where: (E~~l~~~bl~)~ = 

### The requested portion of the permitted allowablepounds of NOx per million BTU for heater or boiler i)/(2000 pounds per ton)] x [(the lower of permitted or maximum heat input rate capacity in million BTU per hour forheater or boiler i)x (the lower of 8760 or permitted hours per year)] ; 

### (EActua1)i = 

### The tons of NOx per year prior actual emissions (unless prior actuals exceed allowable emissions, then use allowable) as shown in Attachment 1for controlled heater or boiler i; and



### - n 

### - Thenumber of heaters and boilers at all refineries that are controlled. 55(c). Suncor shall demonstrate compliance with Paragraph 55(a) by demonstrating in its March 31,2005, annual report that it has installed NOx controls and applied forenforceable limits that will achieve the required reductions, pursuant to Part 

### XI11 (Permitting). Forpurposes of this Consent Decree, "applied for" shall mean that Suncor (afterthe Date

Page 20

### of Purchase) has submitted a complete and timely applicationfor the appropriatepermit, permit modification, andforpermit waiver. 55(d). Suncor shall installUltra Low-NOx Burners (0.025 lb/MMBtu capable technology)on B-6 by December 31,2003. Suncor shall conduct an initial 3-hourperformancetest on B-6 for NOx and CO within one hundred eighty (180) days of start-up of NOx Controls on B-6 to demonstrate compliance with the limits for NOx and CO referencedin this subparagraph. Suncor shall submit a permit application to incorporate a NOx emissions limit of 0.040 lb NOxImmBTU on a 365-day rolling average and the COemissions limits enumerated in Paragraph 73(a)for B6 into federally enforceablelimits within 90 days of receiving the test results referencedherein, or within 150days after completion of the performance test, whichever is earlier. Suncor shall install NOx and CO CEMS on B-6 at the time of the installation of the NOx and CO CEMS on B-8 in 2004, or by December 31, 2004, whichever is earlier. By no later than one hundred eighty (180)days after installation of the CEMS for B-6, Suncor shall certify, calibrate, maintain and operate the B-6 CEMS pursuant to Paragraphs 202 and 203. After certification of the CEMsfor B-6, if Suncor demonstratesthat the actual monitoring data show that an emissionrate less than 0.04 lb NOx/mmBTU on a 365-dayrolling average basis can be consistentlymaintainedfor compliance purposes, Suncor shall submit a permit modification application to decrease the NOx emission limits within 90 days of CEMs certification. If, after this initial period, Suncorreasonably demonstrates that the data available in this time period are not representativeof actual emissions over the full range of operating conditions or the data do not otherwise provide an adequate basis for demonstrating a decreased NOx emissions limit, Suncor,EPA and Plaintiff-Intervener Stateof Colorado, upon mutual consent, may change the datesfor data collection as provided for in Paragraph 301. The CEMS will be used to demonstrate compliance with the annual and 24- hour average emission limitsestablished under this Paragraph 55.

55(e). Suncor shall installUltra-Low NOx Burners (0.025 lb/rnrnBTU capable technology) on B-8 by December 3 

### 1,2004. Suncor shall install NOx and CO CEMS on B-8 at the time the NOx Control is installed on B8. Within one hundred eighty (180) days after commencement of operation of the NOx controlson B-8, Suncor shall certify, calibrate, maintain and operate the B-8 CEMS pursuant to Paragraphs 202 and 203. After certification of the CEMsfor B-8, if Suncor demonstrates that the actual monitoring data show that an emission rate less than 0.04 lb NOx/mmBTU on a 365-dayrolling average basis can be consistently maintained for compliancepurposes, Suncor shall submit a permit modification applicationto decrease the NOx emission limits within 90
Page 21days of CEMs certification.If, after this initialperiod, Suncor reasonably demonstratesthat the data availablein this time period are not representative of actual emissionsover the full range of operating conditionsor the data do not otherwise provide an adequate basis for determininga decreased NOx emissionslimit, Suncor,EPA and PlaintiffIntervener Stateof Colorado, upon mutual consent, may change the dates for data collection as provided forin Paragraph 301. The CEMS will be used to demonstrate compliancewith annual and 24-hour average emission limits establishedunder this Paragraph 55.

55(f). On or before December 31, 2004, Suncor shall have installed NOx controls on at least 30% of the heater and boiler capacity greater than 40 mrnBTU per hour located at the Denver refinery. The heater and boiler capacity at the Denver refinery shall be based on the maximumHeat Input Capacity duringthe 199912000baseline period. Suncor may include in the 30% capacity demonstration those heaters and boilers which have been either shut down, or for which the refineryhas installed one of the followingNOx control technologies: SCR, SNCR,current or next generation ultra-low NOx burners, or technologies that Suncor demonstratesto EPA's satisfactionwill reduce NOx emissions to 0.040 lbs per rnrnBTU or lower. 55.(g) On or before July 31, 2009, ConocoPhillipsshall complete a program to reduce the overall NOx emissionsfrom the ControlledHeaters and Boilers at its refineries in an amount greater than or equal to 1443tons per year as demonstrated by the inequalityin Paragraph 56. For purposes of this Part, ControlledHeaters and Boilers shall mean heaters and boilers which have been either shut down, or for which the refinery has installed one of the followingNOx control technologies: SCR, SNCR, current or next generation ultra-low NOx burners, or technologiesthat ConocoPhillipsdemonstratesto EPA's satisfactionwill reduce NOx emissionsto 0.040 lbs per mmBTU or lower. 55.(h) A "Current Generation Ultra Low-NOx Burner" is one that is defined as a burner currently on the market that is designed to achieve a NOx emission rate of 0.03 to 0.04 1bImmBTUwith consideration given for variations in specific heater operatingconditions such as air preheat, fuel composition and bridgewall temperature. A "Next Generation UltraLow NOx Burner7' is defined as a burner new to the market that is designedto an emission rate of 0.012 to 0.015 IblmmBTU (HHV),when firing natural gas at typical industryfiring conditions at full design load. Upon EPA approval, ConocoPhillipsor Suncor may also include technology designed and installedto meet less than 0.040 lbs per mmBTU.
Page 22

### 56. ConocoPhillips's selection of control technology for its refineries must at a minimumreduce overall NOx emissions from the Controlled Heaters and Boilers by at least 1443tons per year from a prior actual to future allowable basis (equivalent to at least a 50% reduction) so as to satisfy the following inequality:

n [(EActual)i

- 

### (EAl1owable)i 

## 1 2 1443tons of NOx per year i=l
Where: (E~llowable)~= 

### Therequested portion of the permitted allowable pounds of NOx per million BTU for heater or boiler i)/(2000 pounds per ton)] 

### x [(the lower of permitted or maximum heat input rate capacity in million BTU per hour for heater or boiler i) x (the lower of 8760 or permitted hours per year)] ; 

### (EActua1)i = 

### The tons of NOx per year prior actual emissions (unlessprior actuals exceed allowable emissions, then use allowable) as shown in Attachment 1for controlled heater orboiler i; and

n 

### - - The number of heaters and boilers at all refineries that are controlled.
57. 

### Attachment 1to this Consent Decree provides the following information for each of the heaters and boilers greater than 40 rnmBTU per hour at each refinery identified in Paragraph 5: (1) the maximum heat input capacities mmBTU1hr; (2) 

### the baseline emission rate forboth calendar years 1999and 2000 in lbs/mmBTU and tons per year; and (3) the type of data used to derive the emission estimate (i.e. emission factor, stack test, or CEMS data) and the averagingperiod for the emissions data.
58. 

### ConocoPhillips shall achieve two-thirds of the combined NOx emissions reductions from the Controlled Heaters and Boilers at its refineries as set forth in Paragraph 56, by December 3 1,2005. ConocoPhillips shall demonstrate compliance with this requirement by demonstrating in their March 31,2006, annualreport that they have installed NOx controls and applied for enforceable limits that will achieve
Page 23

### the required reductions, pursuant to Part 

### XI11 (Permitting). For purposes of this ConsentDecree, "applied for" shall mean that ConocoPhillips have submitted acomplete and timely application for the appropriatepermit, permit modification, andlorpermit waiver. For purposes of this Paragraph only, Controlled Heaters and Boilers may include the followingunits that accept the annual averageheat input rate (rnmBTU/hr) as listed below:


### mmBTU/hr Billings:B-1 & 

### B-2: 5.5 & 

### 5.5 Lake Charles:B-3 & 

### B-4: 8.0 & 

### 9.0 Ponca City:B-6 & 

### B-7: 26.1 & 

### 31.5
59. On or before July 31,2009, ConocoPhillips shall have installedNOx controls on at least 30% of the heater and boiler capacity greater than 40 mrnBTU per hour located at each of its refineries. The heater and boiler capacity at each refinery shallbe based on the .maximumHeat Input Capacity during the 199912000baseline period.
60. ConocoPhillipsmay include in the 30% capacity demonstration those heaters and boilers which have been either shut down, or for which the refinery has installed one of the followingNOx control technologies: SCR, SNCR, currentornext generation ultra-low NOx burners, or technologies that ConocoPhillips demonstratesto EPA's satisfaction will reduce NOx emissions to 0.040 lbs per mrnBTU or lower.
61. ConocoPhillipsshall submit a detailedNOx ControlPlan (Control Plan) to EPA for approvalby no later than four (4) months after the Date of Lodging of the ConsentDecree. ConocoPhillipsor Suncor (for the DenverRefinery as of the Date of Purchase) shall submit annual updates ("Updates") no later than March 31of each year for the life of the ConsentDecree. EPA shall approve the ControlPlan provided that it meets the requirements of the ConsentDecree. Upon receipt of EPA's approval of the initial Control Plan, ConocoPhillips or Suncor (for the Denver Refinery as of the Date of Purchase) shall implementthe Control Plan. Initial control plans were submitted and approvedin 2002 as required. The ControlPlan and its updates shall describethe progress of the NOx emissionsreductionsprogram for heaters and boilers greater than or equal to 40 rnmBTU per hour towards meeting the requirements of Paragraph 56 (for the ConocoPhillips-ownedrefineries) and Paragraph 55(b) (forthe Denver Refinery) and shall contain the followingfor each such heater and boiler at each refinery: (a) All of the information required as identified in Attachment 1; (b) The baseline utilization rate in average mmBTUkr for calendar years 1999and 2000;
Page 24

### (c) Reserved. (d) Identification of all heaters and boilers that ConocoPhillipsor Suncor (for the DenverRefinery, as of the Date of Purchase) has controlledto reduce NOx emissions and plans to control in accordance with Paragraphs 55b 01-56; (e) Identification of the type of controls installed or planned with date installed or planned; (f) The allowableNOx emissions (in lbs/mrnBTU)and allowable heat inputrate (in mmBTU/hr) obtained or planned,dates obtained or planned, and identification of the permits in which the limits were obtained; (g)The results of emissionstests and annual average CEMS data (in ppmvd at 3% 02, lb/mml3TU, and tons per year) conducted pursuant to Paragraph 56 or Paragraph 55(b); (h) The amount in tons per year applied or to be appliedtoward satisfyingParagraph 56 or Paragraph 55(b);and (i) A 

### description of the achieved and anticipated annualprogress toward satisfyingParagraph 56 or Paragraph 55(b)described on a refinery-by-refinerybasis.
62.The ControlPlan and Updates required under Paragraph 61 shallbe certified as provided in Paragraph 212
63. For heaters and boilers with a capacity of less than 100mmBTU/hr Higher HeatingValue 

### (HHV),but greater than or equal to 40 mmBTU/hr (HHV) 

### for which NOx Controls are installedpursuant to Paragraph %(for 56 of this Consent Decree (for the ConocoPhillipsowned refineries) or pursuant to Paragraph %(a) or 55(b) for the Denver Refinery, ConocoPhillipsor Suncor, (as the case may be) shall conduct an initial performancetest for NOx and CO within one hundred eighty (180)days of each heater and boiler start-upfollowing installationof NOx Controls.
64. For heaters and boilers with a capacity of less than 150rnrnBTU1hr 

### (HHV),but greaterthan or equal to 100mml3TUhr 

### (HHV)for which NOx Controls are installed pursuant to Paragraph 55(a)or 56 of this Consent Decree (for the ConocoPhillips-ownedrefineries) or pursuant to Paragraph 55(a) or 55(b) for the Denver Refinery, ConocoPhillips or Suncor (as the case may be) shall conductan initial performance test or CEMS certification forNOx and CO within one hundred eighty (180) days of each heater and boiler start-upfollowing installation of NOx Controls, and either: (a) Install, or continue to operate, aNOx and CO CEMS at the time of the installation of the NOx Control. ConocoPhillips
Page 25(for its refineries) or Suncor (for the Denver refinery) shall install, calibrate,maintain and operate the CEMS pursuant to Paragraph 202 and 203. These CEMS will be used to demonstratecompliance with emission limits establishedunder this Part; or (b) Use or develop an approvedParametric Emissions Monitoring System (PEMS)for NOx and CO within one hundred eighty (180)days of each unit's start-up followinginstallation of NOx Control,consideringthe full range of operating conditions.
65.For heaters and boilers with a capacity of 150rnrnBTUihr (HHV) or greater,for which NOx Controls are installed pursuant to Paragraph 55(a) or 56 of this ConsentDecree(forthe ConocoPhillips-owned refineries)orpursuant to Paragraph 55(a) or 55(b)for the Denver Refinery,ConocoPhillips or Suncor (as the case may be) shall install, or continueto operate, a NOx and CO CEMS at the time the NOx Control(s)is (are)installed under this ConsentDecree. In the event two (2) or more heaters orboilers vent to acommon stack, and one (I) heater or boiler has not had NOx Controls installed,the CEMS samplingpoint must be set such that the unit(s)with the installed NOx Control is monitored directly.
66. For heaters and boilers that require CEMS,by no later than one hundred eighty 

### (180)days after commencement of operation of the NOx controls,ConocoPhillips (for its refineries) and Suncor (forthe Denver Refinery as of the Date of Purchase)shall install, certify, calibrate, maintain and operate CEMS pursuant to Paragraph 202 and 203.
67.The requirements of this Part do not exempt ConocoPhillipsfrom complyingwith any and all Federal, state or local requirements that may require technologyupgrades based on actions or activities occurring after the Date of Entry of this ConsentDecree. Similarly, the requirements of this Part do not exempt Suncorfrom complying with any and all Federal, state or local requirements that may require technology upgrades based on actions or activitiesoccurring after the Date of Entry 

### ofthe First Amendment to the Consent Decree
68. ConocoPhillips (forits refineries)and Suncor (forthe Denver Refinery as of the Date of Purchase) shall retain all records required to support their reporting requirements under this Part, for the life of this Consent Decree, unless other regulations require the records to be maintained longer.
9. Part VIII, Subpart

### H is revised to read:

Page 26

### 100.During the life of this Consent Decree, ConocoPhillips shall conduct subsequent laboratory audits, such that each laboratory is audited every two (2) years. ConocoPhillips may rely upon audit results obtained by another company that has similar audit requirements if that company has audited the same laboratory within the past twelve (12) 

### months.

10.Part 

### IX, Subpart G 

### is revised to read:
139. ConocoPhillips shall implement "first attempt at repair" beginningno later than ninety (90) days after the Date of Entry of the Consent Decree. ConocoPhillips shall promptly make a "first attempt at repair" on any valve that has a reading greater than 200 ppm of VOCs excluding control valves,pumps, and componentsthat LDAR personnel are not authorized to repair. The timing for the "first attempt at repair" of those components which the monitoring personnel are not authorized to repair will be consistent with the existing regulatory requirements. "First attempt at repair" will be made promptly (no later than the next business day) for the valves over 200 ppm that the LDAR monitoring personnel are authorized to attemptrepair. The "first attempt at repair" will be re-monitored no later than fourbusiness days following the repair at that refinery to assure the leak is not worse. No other action will be required unless the leak exceeds the then-applicable leak definition for the refinery. If, after two (2) years, ConocoPhillips can demonstrate with sufficient monitoring data that the "first attempt at repair" at 200 ppm will worsen or not improve the Refinery's leak rates, ConocoPhillips may request that EPA reconsider or amend this requirement.

11.

### Part X, 

### SubpartE 

### is revised to read:


### E. 

### SulfurRecovery Plant Optimization
176. During the life of the Consent Decree, ConocoPhillips shall continue to maintain its ConocoPhillips Sulfur Processing Best Practices Network as a means to optimize sulfur plant operations. This network charter is included in Attachment 

### 6. The network, at a minimum, will review:(a) operator and engineer training for SRP and arnine treating operations; (b) operating parameters, material balances and efficiencies; (c) acid gas and SWS gas composition; (d) operating problems and corrective actions;
Page 27

### (e) incrementalimprovementsachieved; (f) new or modified operating procedures; and (g) root cause and corrective actionperformed as a result of any incident investigationperformed as a result of an Acid Gas Flaring Incident or Tail Gas Flaring Incident.

176(a). In lieu of maintaininga best practices network, Suncor shall conduct and document a sulfur plant optimization study for the sulfur plants located at the Denverrefinery. This study shall be completed within one year of the Entry Date of this Amended Consent Decree and shall include: a) A detailedevaluation of plant design and capacity, operating parameters and efficiencies-including catalytic activity and material balances; b) An analysisof the composition of the acid gas and sour water stripper gasresulting from the processing of crude slate actuallyused or expected to be used, in the SRP; c) Identify and review each criticalpiece of process equipment and instrumentationin the Claus train that is designed to correct deficiencies or problems that prevent the Claus train from achievingits optimal sulfur recovery efficiency and expandedperiod of operation; d) Establishment of a thermodynamicprocess model of the Claus train; e) For any key parameters that have been determined to be at less than optimal levels, initiation of logical, sequential or stepwise changes designed to move such parameters to their optimal values; f) 

### Verification through testing, analysis of continuous emission monitoring data or other means, of incremental and cumulative improvementsin sulfurrecovery efficiency, if any; g) Identify any needed new operatingprocedures for long term efficient operation and implement as soon as practicable; and h) Such study shall be conductedto optimize the performance of the Claus train in light of the actual characteristics of the feeds to the SRUs.
12.Part X, 

### Subpart I is revised to read:


### I. Requirements Relatedto All Flaring Incidents
183. Investigation and Reporting. No later than forty-five (45)

### days following the end of an Acid GasFlaring Incident, Tail GasIncident, HC Flaring Incident, or a Denver No. 1 IncineratorIncident (individuallyand
Page 28collectively referred to as "Flaring Incident"), ConocoPhillips shall prepare a report that sets forth the following:

183a. ConocoPhillips shall submitthe report prepared in Paragraph 183 forAG Flaring Incidents, Tail Gas Incidents and Denver No. 1 Incinerator Incidentsto the Addresses listed in Paragraph 296. ConocoPhillips shall maintain the reports prepared for HydrocarbonFlaringIncidents onsite. ConocoPhillipsshall summarizethe HydrocarbonFlaring incidents in the Quarterly Progress Reports.
13. Paragraph 192(a)(2)is revised as shown below: (2) If the Root Cause of the Acid GasFlaring Incident was sudden and infrequent, yet was reasonably preventable through the exerciseof good engineering practice, then ConocoPhillips (for its refineries)or Suncor (for the Denver Refinery)shall implementcorrective action(s) pursuant to Paragraph 184;
14. Paragraph 193is revised as shown below to correct the formula:

Tons of SO2 = [FR][TD][ConcH2S][8.44x 10-51.
15. Paragraph 2 19is amended as follows:
219. Tier 2 Gasoline. From the reductions made pursuant to the Consent Decree, Suncor shall use only 50 total tons per year of NOx and 50 total tons per year of SO2from the Denver Refinery necessary foruse as credits or offsets in any PSD, major non-attainment andor minor NSR permit or permit proceeding occurringafter the Date of Lodging of the Consent Decree for Tier 2 Gasolineprojects. ConocoPhillipsshall use only 50 total tons per year of NOx and 50 total tons per year of SO2from the refineries identified in Paragraph 5 other than the Denver refinery necessary for use as credits or offsetsin any PSD, major non-attainment andor minor NSR permit or permit proceeding occurring after the Date of Lodging of the Consent Decree for Tier 2 Gasolineprojects.
16. Paragraph 221 is revised to read as follows:
221. Low SulfurDiesel. From the reductions made pursuant to this Consent Decree, Suncor may use total 25 tons per year of NOx and 25 total tons per year of SO2fromthe Denver Refinery as credits or offsets in

Page 29

### any PSD, major non-attainmentand/or minor NSR permit or permit proceeding occurring afterthe Date of Lodging of this Consent Decree necessary to permit the Low SulfurDiesel projects at the Denver Refinery. ConocoPhillips may use total 175 

### tons per year of NOx and 175 

### total tons per year of SO2 from the refineries identified in Paragraph 

### 5 otherthan the Denver Refinery as credits or offsetsin any PSD, major non-attainment and/or minor NSR permit or permit proceeding occurring after the Date of Lodging of this ConsentDecree necessary to permit the Low SulfurDiesel projects at each refinery.
17. 

### Paragraph 223 is hereby amended to read:
223. If ConocoPhillips(forits refineries) or Suncor (forthe DenverRefinery) can make a showing to EPA that additionalcredits are necessary for construction or modification of emission units required by the Tier 2 Gasoline or Low SulfurDiesel regulations, ConocoPhillipsor Suncor 

### , as the case may be, may request that EPA allow use of additionalcredits for that purpose in accordance with this Part, not to exceed 

### 5% each for NOx and SO2of any refinery's total reductions achievedby that date under this Consent Decree.
18. 

### Paragraph 224 is hereby amended to read:
224. ConocoPhillipsshall only use the credits available to it under this Part if it can demonstrateto the United States that, at the time the credits are to be applied, it is otherwise in compliancewith all otherrequirementsof this Consent Decree at each of its refineries. If it is in violation of any Consent decree requirement at any of its refineries,ConocoPhillipsshallbe prohibited from using any credits until the violation(s) is corrected and any stipulatedpenalties are paid in full. Similarly, Suncor shall only use the credits availablefor the Denver Refinery under this Part if it can demonstrateto the United States that, at the time the credits are to be applied, Suncoris otherwisein compliance with all otherrequirementsof this Consent Decree at the DenverRefinery. If Suncoris in violation of any Consent Decree requirement at the Denver Refinery, Suncorshallbe prohibited from using any credits until the violation(s) is corrected and any stipulated penalties are paid in full. The credits shallbecome available upon construction of the projects that generate the credits and nothing in this language shallbe construed to require ConocoPhillips or Suncorto complete any requirementearlierthan is required in the Consent Decree or this Amendment.

19. 

### Paragraph 256(f) is amended as follows: (f) 

### Requirements for HeatersIBoilers (Part VII):

Page 30

### (1)Failure to meet the emission limits and to demonstrate compliance with Paragraphs 55(f) and 56 for the ConocoPhillipsrefineries and Paragraphs 55(a) and 55(b) for the Denver Refinery: (i)$800 per day for each heater orboiler with capacity of 150rnmBTU/hr (HHV) or greater (ii) $400 per day for each heater or boiler with capacity of less than 150 mmBTU/hr (HHV) (2)Failure to achieve the total combined 

### NOx reductions in accordance with Paragraph 56 for the ConocoPhillipsRefinery and Paragraph 55(b) for the Denver Refinery: $100,000per quarter, per refinery (3) 

### Failure to achieve two-thirds (2/3)of the combined 

### NOx reductions in accordance with Paragraph 58 for the ConocoPhillipsRefinery: $200,000per quarter, per refinery (4) Failure to install 

### NOx controls on at least 30% of the heater andboiler capacity in accordance with Paragraphs 

### 59 and 60 for the ConocoPhillips Refinery and Paragraphs 55(e)for the Denver Refinery: $100,000 per quarter,per refinery

20. Paragraph 258 is amended as follows:
258. Shouldeither ConocoPhillipsor Suncor dispute its obligation to pay part or all of a stipulatedpenalty, it may avoid the imposition of the stipulatedpenalty for failure to pay a penalty due to the United States or the appropriatePlaintiff-Intervenerby placing the disputed amount demandedby the United States or the appropriate Plaintiff-Intervener,not to exceed $50,500 for any given event or related series of events at any onerefinery, in a commercial escrow account pending resolution of the matter and by invoking the Dispute Resolution provisions of Part XXII within the time provided in this Part forpayment of stipulatedpenalties. If the dispute is thereafter resolved in ConocoPhillips' or Suncor's favor, the escrowed amountplus accrued interest shall be returned to ConocoPhillips or Suncor, as the case may be, otherwise the United States or the appropriatePlaintiff-Intervener shallbe entitled to the escrowed amount that was determinedto be due by the Court plus the interest that has accrued on such amount,with the balance, if any, returned to ConocoPhillipsor Suncor , as the case may be.

2 1. 

### Part 

### XXI of the Consent Decree is amended as follows:

272. Heaters and Boilers. This Consent Decree constitutes full settlementof and shall resolve all civil liability of ConocoPhillips and Suncor, as the case may be, to the United States and the appropriatePlaintiff-Interveners for the
Page 31

### violations alleged in the United States and the Plaintiff-Interveners' Complaintsand all civil liability occurringprior to entry of this Consent Decree under the Prevention of SignificantDeterioration (PSD) and NonAttainment New Source Review requirements at Parts C and D of the Act, and the regulationspromulgated thereunder at 40 CFR § 

### 52.21 (the "PSD" rules), and state and local regulations which incorporate and/orimplement those rules, for any increasein S02,NOx, and CO emissionsresulting from the construction,modification,or operation of the process heaters and boilers at the refineriesidentifiedin Paragraph 5. During the life of the Consent Decree, these units shallbe on a compliance schedule and any modification to these units, as defined in 40 CFR 52.21, which is not required by this Consent Decree is beyond the scopeof this release.
VOCs. Upon ConocoPhillips' and Suncor's (as the case may be) implementationof the enhanced LDAR program and submittalof the applicationsforrevised pennits pursuant to Paragraph 210 (b), the United States and the appropriate Plaintiff-Intervenerscovenantnot to sue ConocoPhillipsor Suncorfor civil penalties for increases in VOC emissions resulting from identification of new components through the audits conductedpursuant to Paragraphs 128through 130.The United States and Plaintiff-Intervenersexpresslyreserve theirright to bring PSD/NSR claims for any otherVOC emissions units at the refinery and to consider the implicationsof the revised emission estimates on past PSD/NSR applicabilitydeterminations.
274. SubpartJ. This Consent Decree constitutesfull settlement of and shall resolve all civil liability of ConocoPhillips and Suncor (as the case may be) to the United States and the Plaintiff-Intervenersfor the violations alleged in the United States' and Plaintiff-Interveners' Complaintsand all civil liability of ConocoPhillipsand Suncor (as the case may be) for any violations at the refineries identified in Paragraph 5 based on events that occurred during the relevant time period under the following statutory and regulatory provisions: NSPS Subpart J for (1)FCCU regenerators located at the facilities and as per the schedule set out in Paragraph 54, (2) the fuel gas combustiondevices including the flares listed in Paragraph 154(h) and all heaters and boilers, and (3) the SRPs and the relevant state and local regulations which incorporate and/or implement the above-listedfederal regulations.For purposes of this Paragraph,the "relevant time period shall mean the period beginning when the United States' claims and/orPlaintiff-Interveners' claims under the statutes and regulationsidentified in this Paragraph accrued,through the Date of Entry of the Consent Decree. 275.(a) NSPS Subpart A and J Releases. ConocoPhillipsand Suncor's (as the case may be) submissionof notificat'ionsof compliance with respect to the flares listed in Paragraphs 155and 161constitutesfull settlementof and shall
Page 32

### resolve allpast civil liabilityof ConocoPhillips or Suncor (as the case may be) to the United States and the appropriatePlaintiff-IntervenersforNSPS SubpartA and J 

### for those flares through the date of the demonstratedor certifiedcompliance. 275.(b)NSPS SubpartH Release. ConocoPhillips shall continue to comply with the New SourcePerformance Standards (NSPS),40 

### CFR Part 60, Subpart H 

### for SulfuricAcid Plants at the Lake Charlesrefinery. ConocoPhillips' application to modify existingpermits to incorporatethe Subpart H requirements, and receipt of the modifiedpermits, shall resolve all civil liability of ConocoPhillipsfor any violations that occurred during the period beginning when the United States' claims and or Plaintiff-Intervener's claims under Subpart

### H accrued, through the Date of Lodging of the Consent Decree.
276. Benzene Waste and LDAR Releases. ConocoPhillipsl and Suncor's (as the case may be) performanceof the measures required pursuant to Parts VIII and IX, constitutesfull settlementof and shall resolve all civil liability of ConocoPhillips and Suncor (as the case may be) to the United States and the appropriate Plaintiff-Intervenerfor any violations at the refineries identified in Paragraph 

### 5 based on events that occurred during the "relevant time period" under the following statutory and regulatory provisions: Leak Detection and Repair (LDAR),40 CFR Part 60, SubpartsVV and GGG, 

### and 40 CFR Part 63, SubpartsF, H, and CC; and National Emission Standards for Hazardous Air Pollutants (NESHAP)for Benzene,40 CFR Part 61, Subparts 

### FF, J and V 

### pursuant to Section 112(d)of the Act, and state and local regulations which incorporate or implement those rules. This release also includes those events that continued past the Date of Lodging, provided those events were identifiedin or prior to the submittalof each Refinery's initial Third Party LDAR audit conducted pursuant to Paragraph 129or the B

### WON Compliance Verification Review conductedpursuant to Paragraphs 78 and 80 and these events are addressedpursuant to Paragraphs 83,84,85, and 86 or 132as appropriate.This release specifically includes,but is not limited to, those violations which ConocoPhillips has previously selfdisclosed to Plaintiff-Interveners Coloradoand Montana as a result of audits conducted in 2000 andlor 2001.For purposes of this Paragraph, the "relevant time period" shall mean the period beginning when the United States' claims and/or Plaintiff-Interveners' claims under the statutes and regulations identifiedin this Paragraph accrued through Date of Lodging.
277. OtherIssues. ConocoPhillipsland Suncor's (as the case may be) completion of the injunctiverequirements set forth in Parts I-XI of this ConsentDecree and EPA's and Plaintiff-Interveners'concurrence shall also constitutefull settlement of all civil liability of ConocoPhillips and Suncorto the United States and Plaintiff-Interveners for previously identified state or federal PSD
Page 33issues forS02,NOx, and CO, and BWON, LDAR and NSPS Subpart

### J matters, including the following specific alleged violations at the refineries identifiedin Paragraph 5:

(a) Billings Refinery:This ConsentDecree resolves ConocoPhillips' discharge of process oily wastewaterinto the segregated stormwater systems in violation of Subpart QQQ as alleged in the United States' Complaint. (b) Ponca City, Oklahoma: This Consent Decreeresolves the BWON, LDAR, PSD, and NSPS Subpart

### J issues addressed in Oklahoma DEQ Consent OrderNo. 01-395and all Clean Air Act issues identified in the Oklahoma DEQ Compliance Inspection conducted on May 22- 23,2001. (c) Lake Charles, Louisiana:This Consent Decree resolves the violations outlined in the LouisianaDepartment of Environmental Quality Consolidated ComplianceOrder and Notice of Potential Penalty No. AE-CN-0 1-0008dated January 26,2001,and No. AE-CN-0 1-0192 dated November 13,2001. (d) Denver, Colorado:This ConsentDecreeresolves the Clean Air Act violations noted as being referred to the United StatesEnvironmental Protection Agency in the December, 200 1Compliance Order on Consentbetween Colorado and ConocoInc.

22. Part XXII of the ConsentDecree is amended as follows:

281. Disputes submittedto disputeresolution shall, in the first instance,be the subject of informalnegotiationsbetween the parties. Such period of informal negotiations shall not extendbeyond thirty (30) calendar days from the date of the first meeting between representativesof the United States and the appropriate Plaintiff-Intervenerand ConocoPhillipsor the Suncor, as the case may be, unless the parties' representatives agree to shorten or extend this period.
282. If these dispute resolution procedures are invoked to resolve a dispute regarding particular work practice or the contents of a complianceplan, ConocoPhillipsor the Suncor, as the case may be, shall comply with the elements of the plan or emission limit it has proposed until such time as the dispute is completely resolved.
283. In the event that the parties are unable to reach agreement during such informal negotiation period, the United States and the appropriate PlaintiffIntervener shall provide ConocoPhillipsor the Suncor, as the case may be, with a written summary of its position regarding the dispute.The position advancedby the United States and the appropriatePlaintiff-Intervener shall be considered binding unless, within forty-five(45) calendardays of ConocoPhillips' or the
Page 34Suncor's receipt of the written summary of the United States and the appropriate Plaintiff- Intervener' position, ConocoPhillips or the Suncor, as the case may be, files with this Court apetition which describes the nature of the dispute. In the event that the United States and the appropriatePlaintiff-Intervener are unable to reach agreement with regard to ConocoPhillips' or the Suncor's claim, the position of the United States shall be the Plaintiffs' final position.

287. As part of the resolution of any dispute submitted to dispute resolution, the parties by agreement, or this Court by order, in appropriate circumstances, may extend or modify the schedule for completion of work under this Consent Decree to account forthe delay in the work that occurred as a result of dispute resolution. ConocoPhillips or the Suncor, as the case may be, shall be liable for stipulated penalties for their failure thereafter to complete the work in accordance with the extended or modified schedule.

23. Part XXIII of the Consent Decree is amended as follows:

288. Other Laws. Except as specifically provided by this Consent Decree, nothing in this Consent Decree shall relieve ConocoPhillips or Suncor, as the case may be, of its obligation to comply with all applicable federal, state and local laws and regulations. Subject to Paragraph 260 (Election of Remedy), nothing contained in this Consent Decree shall be construedto prevent, alter or limit the ability of the United States' and the appropriatePlaintiff-Interveners' rights to seek or obtain other remedies or sanctions available under other federal, state or local statutes or regulations, by virtue of ConocoPhillips' or Suncor's violation of this Consent Decree or of the statutes and regulations applicable to violations of this Consent Decree. This shall include the United States' and the appropriate Plaintiff-Interveners' right to invoke the authority of the Court to order ConocoPhillips' or Suncor's compliance with this Consent Decree in a subsequent contempt action.
289. Use of Contractors to Meet ConocoPhillips' or Suncor's Obligations. Except where expressly prohibited, ConocoPhillips or Suncor may use a contractor to fulfill its obligations under this Consent Decree. Where ConocoPhillips or Suncor uses one or more contractors to comply with its obligations, ConocoPhillips or Suncor, as the case may be, shall ensure that the contractor is aware of and in compliance with the requirements of the Consent Decree.
24. Paragraph 296 is hereby amended to include the following information:

As to Suncor:
Page 35

### Janice Odegaard Secretary,SuncorEnergy (U.S.A.)Inc. 1124'hAvenue, SW Calgary,Alberta CANADA T2P 2V5 Tel: (403) 269 8159
25. Attachment 1is amended to includethe list of heaters and boilers with firing capacities greaterthan 40MNIBtu/hourat the Billings,Denver, Lake Charles and Ponca City refineries.
26. The undersigned representatives are fully authorized to enter into the

terms and conditionsof this Amendment.
27. This Amendment may be executed in several counterparts, each of which will
be considered an original.



### ORDER
Before the taking of any testimony, without adjudicationof any issue of fact or law, and upon the consent and agreement of the Parties, it is: ORDERED, ADJUDGED and DECREED that this Amendment to the Consent
Decree is hereby approved and entered as a final order ofthis Court.
Dated and entered this day of ,2003

United StatesDistrictJudge

Page 36

### WEHEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in
United States, et al.,v. Conoco,

### Civil Action H-01-4430 on April 30, 2002.
FOR PLAINTIFF THEUNITED STATE OFAMERICA
Date: THOMAS

### L. SANSONETTI Assistant Attorney General Environmental and Natural Resources Division U. S.

### Department of Justice

Date: DIANNE 

### M. SHAWLEY Senior Counsel EnvironmentalEnforcement Section Environmental andNatural Resources Division 

### U. S. 

### Department of Justice P. 0.

### Box 761 1 

### Washington, D.C. 20044-761 1 

### 202-514-0096

Page 

### 37

### WE HEREBY CONSENT to the foregoing Amendment to the Consent Decree entered in
United States, et al., v. Conoco, Civil Action H-01-4430 on April 30,2002.
FOR DEFENDANT, CONOCOPHILLIPS, INC.
Date: NAME Title

Page 38WE 

### HEREBY CONSENTto the foregoingAmendment to the ConsentDecree entered in
UnitedStates, et al., v. Conoco, 

### Civil Action H-01-4430 on April 30, 2002.
FOR SuncorEnergy (U.S.A.)Inc.
Date: JANICE ODEGAARD Secretary SuncorEnergy (U.S.A.)Inc. 1124th Avenue, SW Calgary, Alberta CANADA T2P 2V5 Tel: (403) 269 8 

### 159

Page 39WE HEREBY CONSENT to the foregoing Amendment to the ConsentDecree entered in
UnitedStates, et al., v. Conoco,Civil Action H-01-4430 on April 30,2002.
FOR THE STATE OF COLORADO
Date: NAME Title

Page 40

### WE HEREBY CONSENTto the foregoingAmendment to the Consent Decree entered in
United States, et al., v. Conoco,Civil Action H-01-4430on April 30, 2002.
FOR THE STATEOFLOUISIANA
Date: NAME Title

Page 41

### WE 

### HEREBY CONSENTto the foregoingAmendment to the Consent Decree entered in
United States, et al., v. Conoco, Civil Action H-01-4430 on April 30, 2002.
FOR STATE OFMONTANA
Date: NAME Title

Page42

### WE HEREBY CONSENTto the foregoingAmendment to the Consent Decree entered in
United States, et al., v. Conoco, Civil Action H-01-4430 on April 30, 2002.
FOR STATEOFOKLAHOMA
Date: NAME Title

Page 43