IN THE UNITED STATES DISTRICT COURT 


FOR THE SOUTHERN DISTRICT OF TEXAS 


UNITED STATES of AMERICA, ) 


Plaintiff, and the 


State of Colorado, 


Plainti ff-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 State of Louisiana, the State of Montana 

and the State of Oklahoma (hereinafter "Plaintiff Interveners"); and Conoco Inc., 

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

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

Page 1 
WHEREAS Conoco Inc. merged with Phillips Company to form ConocoPhillips 

Company; and 

WHEREAS, ConocoPhillips has agreed to sell and Suncor Energy (U.S.A.) Inc. 

("Suncor") Suncor has agreed to buy one of the refineries covered by that Consent 

Decree, to wit: the Commerce City refinery located in Commerce City, Colorado 

(hereinafter, the "Denver Refinery"); and 

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

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

and conditions relate to the Denver Refinery, as of the date the transfer of ownership is 

completed (hereinafter the "Date of Purchase"); and 

WHEREAS, the United States and the Plaintiff-Interveners agree, based on 

Suncor's representations, that Suncor has the financial and technical ability to assume the 

obligations and liabilities of the Consent Decree as they relate to the Denver Refinery; 

and 

WHEREAS, the United States, Plaintiff Interveners, ConocoPhillips and Suncor 

desire to amend the Consent Decree to transfer to Suncor the obligations, liabilities, 

rights and releases of the Consent Decree and any related letters as they pertain to the 

Denver Refinery as of the Date of Purchase and to release ConocoPhillips from its 

obligations and liabilities under the Consent Decree arising after the Date of Purchase 

insofar as they relate to the Denver refinery; and 

WHEREAS, the United States, Plaintiff-Interveners, ConocoPhillips and Suncor 

have identified and wish to correct errors in Paragraph 193, 

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WHEREAS, the United States, Plaintiff Interveners, ConocoPhillips and Suncor 

want to revise the deadlines for certain catalyst trials, and 

WHEREAS, each of the undersigned has reviewed and hereby consents to this 

First Amendment; and 

WHEREAS, Paragraph 301 of the Consent Decree requires that this Amendment 

be approved by 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 Suncor hereby assumes, and 

ConocoPhillips is hereby released from all obligations and liabilities from the Date of 

Purchase concerning the Denver Refinery, except as otherwise provided 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 exclusively apply to, be binding upon, and 

be enforceable against Suncor to the same extent as if Suncor were specifically identified 

and or named in those provisions. ConocoPhillips remains liable for all obligations and 

liabilities imposed by the Consent Decree on the Denver Refinery from the Date of 

Lodging or Entry (as appropriate) to the Date of Purchase. 

2. Suncor shall not be responsible for any portion of the civil penalty provided 

for in Part XVII, which civil penalty the United States and Plaintiff-Intervener State of 

Colorado hereby acknowledge has been paid if full. 

3. The following Paragraphs in the Consent Decree do not apply to Suncor: 18- 

23,24-26,42, new paragraph 55(g) as included below, 56 as amended below, 58, as 

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amended below, 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 liabilities related to the refineries located as follows: 

Westlake, Louisiana (hereinafter Lake Charles Refinery, 


including the Excel Paralubes facility operated and partly 


owned by ConocoPhillips) 


Billings, Montana (hereinafter Billings Refinery) 


Ponca City, Oklahoma (hereinafter Ponca City Refinery). 


Denver Refinery (prior to Date of Purchase) 


Suncor owns and operates and is subject to all obligations and 

liabilities related to the refinery in Commerce City, Colorado 

(hereinafter Denver Refinery) beginning as of Date of Purchase. 

5. Part IV, REDUCTION OF NOX 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 Denver Refinery) shall begin 

the determination of the 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 2 to this 

Consent Decree, which is incorporated herein by reference, to 

establish the optimized catalyst additive addition rate. By mutual 

agreement, EPA, appropriate Plaintiff-Interveners and ConocoPhillips 

~ may further change the dates relating to ConocoPhillips' refineries by 

written agreement as provided for in Paragraph 301. Similarly, by ~ mutual agreement, EPA, Plaintiff-Intervener State of Colorado, and 

Suncor may further change the dates relating to the Denver Refinery 

by written agreement as provided for in Paragraph 301. 

Billings December 3 1,2005 

Denver June 30,2004 

Lake Charles December 3 1,2004 

Ponca City No. 4 June 30,2004 

Ponca City No. 5 December 31,2004 

Page 4 ~

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

ConocoPhillips (for the refineries it owns) and Suncor (for the Denver 

Refinery) will begin the performance demonstration of the catalyst 

additives at the optimized addition rates ("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 

feasible from the FCCU at that optimized rate. By mutual agreement, 

EPA, appropriate Plaintiff-Interveners, and ConocoPhillips may 

further change the dates relating to ConocoPhillips' refineries by 

written agreement as provided for in Paragraph 301. Similarly, by 

mutual agreement, EPA, Plaintiff-Intervener State of Colorado, and 

Suncor may further change the dates relating to the Denver Refinery 

by written agreement as provided for in Paragraph 301. 

Billings June 30,2006 to December 3 1,2007 

Denver December 3 1,2004 to February 28, 2006 

Lake Charles June 30,2005 to December 3 1,2006 

Ponca City No. 4 December 3 1,2004 to June 30,2006 

Ponca City No. 5 June 30,2005 to December 3 1,2006 

9.(b) Identification of Commerciallv Available Products: At least one 

month prior to beginning the 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 reducing catalyst additive, up to the 

maximum of four, that ConocoPhillips proposes to use for the short 

term trials required at each ConocoPhillips refinery. Unless EPA 

objects prior to the beginning the trials, to one or more of the products 

identified, ConocoPhillips shall commence the short term trials. 

9.(c) Short Term Trials of NOx Reducing Catalyst Additives: By no later 

than the dates shown below, ConocoPhillips (for the refineries it owns) 

shall commence trials of up to twelve (12) months of the commercially 

available NOx reducing catalyst additives for the purpose of 

identifying the comparative NOx reduction effectiveness of each 

product. After completion of the trials and at least one month prior to 

beginning the optimization period, ConocoPhillips (for its refineries) 

shall submit a report that sets forth the comparative NOx reduction 

effectiveness of each commercially available NOx reducing catalyst 

additive. ConocoPhillips shall propose for EPA's approval the 

particular NOx reducing catalyst additive that ConocoPhillips 

proposes to use in the optimization and demonstration periods for each 

respective FCCU. If ConocoPhillips intends to use a NOx reducing 

Page 5 
catalyst additive that is not the best performing NOx reducing catalyst 

additive (as required by Attachment 2), ConocoPhillips shall also 

propose for EPA7s 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 3 1,2004 


Lake Charles December 3 1,2003 


Ponca City No. 4 June 30,2003 


Ponca City No. 5 December 3 1,2003 


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 during the 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 CO promoter and NOx reducing catalyst 

additive that 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 6 
11. By no later than 30 days after completion of the baseline data 

collection period shown below, ConocoPhillips (for its refineries) and 

Suncor (for the Denver Refinery) 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 average basis: 

(1) 	 Regenerator flue gas temperature; 

(2) 	 Coke burn rate; 

(3) 	 FCCU feed rate; 

(4) 	 FCCU feed API gravity; 

(5) 	 FCCU feed nitrogen content; 

(6) 	 Estimated percentage of each type of FCCU feed 

component (i.e. atmospheric gas oil, vacuum gas oil, 

atmospheric tower bottoms, vacuum tower bottoms, etc.) 

by volume; 

(7) 	 Estimated percentage by volume of the FCCU feed that is 

hydrotreated; 

(8) 	 CO boiler firing rate and fuel type for Ponca City No. 5 

FCCU; 

(9) 	 CO boiler combustion temperature for Ponca City No. 5 

FCCU; 

(10) 	 Total catalyst addition rate; 

(11) 	 NOx reducing catalyst additive and NOx reducing catalyst 

additive addition rates and 

(12) 	 Hourly and daily SOz, NOx, CO and O2 concentrations. 

Baseline data collection dates are: 

Billings June 30,2003 to June 30,2004 

Denver December 3 1,2002 to December 3 1,2003 

Lake Charles December 3 1,2002 to June 30,2003 

Ponca City No. 4 March 3 1,2002 to December 3 1,2002 

Ponca City No. 5 June 30,2002 to June 30,2003 

Upon mutual agreement, EPA, appropriate Plaintiff-Interveners, and 

ConocoPhillips may further change the dates relating to ConocoPhillips' 

refineries by written agreement as provided for in Paragraph 301. 

Similarly, by mutual agreement, EPA, Plaintiff-Intervener State of 

Colorado, and Suncor may further change 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) shall notify EPA in writing of the proposed optimized 

additive addition rate for each FCCU with an explanation and the 

Page 7 
supporting 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 optimized rate and 

in a consistent manner (evenly over time) that minimizes NOx 

emissions. 

13.No later than sixty (60) days after the completion of the demonstration 

period, ConocoPhillips (for its refineries) and Suncor (for the 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 set required in Paragraph 11. 

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

Refinery) shall report the data or measurements to EPA in electronic 

format. ConocoPhillips (for its refineries) and Suncor (for the Denver 

Refinery) also shall submit the information to the appropriate state 

agency. 

14. ConocoPhillips (for its refineries) and Suncor (for the Denver 

Refinery) shall determine the NOx and O2 concentrations at the point 

of emission to the atmosphere by CEMS. 

B. Establishing FCCU NOx Emission Limits at the Denver, Lake 

Charles, Billings, Ponca Citv No. 4 and Ponca Citv No. 5 FCCUs 

15. As part of its demonstration report required in Paragraph 13, 

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

Refinery) shall propose to the EPA 3-hour rollin average and 365-day 

rolling average concentration based limits -?- ppmvd), each at 0% 

oxygen, for NOx emissions from 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 submission of their reports to EPA, until such time 

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

specified below. 

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

optimization, and demonstration periods and all other available 

pertinent information to establish limits for NOx emissions from the 

FCCUs. EPA may establish 3-hour rolling average and 365-day 

rolling average concentration based limits (ppmvd), each at 0% 

oxygen, for NOx emissions from each of ConocoPhillips's FCCUs and 

for Suncor's FCCU based on the level of performance during the 

baseline, optimization, and demonstration periods, a reasonable 

certainty of compliance, and any other available pertinent information. 

Page 8 
17. EPA will notify ConocoPhillips and Suncor of its determinations of 

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 ConocoPhillips and Suncor respectively. If 

the limits established by EPA are more stringent than the limit 

proposed by ConocoPhillips or Suncor, ConocoPhillips or Suncor will 

comply with the EPA established emission limit within 30 days. 

C. Installation of SNCR System and Continued 

Addition/Optimization/Demonstrationof Low-NOx CO Promoter 

and NOx Reducing Catalyst Additives at Ponca Citv No. 5 FCCU 

18.By no later than December 3 1, 2006, ConocoPhillips shall install and 

operate a selective non-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 later than March 3 1, 

2007, ConocoPhillips shall begin the determination of the optimized 

addition rates of low-NOx CO promoter and NOx reducing catalyst 

additive at Ponca City No. 5 FCCU (SNCR Optimization Study) in 

accordance with Attachment 2 to this Consent Decree, which is 

incorporated herein by reference, to establish the optimized catalyst 

additive addition rate. 

20. By no later than September 30, 2007, ConocoPhillips will 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 optimized rate. 

21. After installation of the SNCR and by no later than sixty (60) days 

prior to beginning the additive optimization at Ponca City No. 5 

FCCU, ConocoPhillips shall notify EPA in writing of which low-NOx 

CO promoter and NOx reducing catalyst additive that 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. 

22. After the installation of the SNCR and by no later than thirty (30) days 

prior to beginning the twelve (12) month demonstration at Ponca City 

No. 5 FCCU, ConocoPhillips shall notify EPA in writing of the 

optimized additive addition rate for Ponca City No. 5 FCCU with an 

explanation and the supporting data that demonstrates that the 

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requirements of Attachment 2 have been met in establishing the 

optimized rates. During the demonstration, ConocoPhillips shall add 

catalyst additive at the optimized rate and in a consistent manner 

(evenly over time) that minimizes NOx 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 demonstration for Ponca 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. 	Establishing FCCU NOx Emission Limits for SNCR System, LowNOx CO Promoter and NOx Reducing Catalyst Additive at Ponca 

City No. 5 FCCU 

24. As part of its demonstration report required in Paragraph 23 above, 

ConocoPhillips shall propose to the EPA 3-hour rolling average and 

365-day rolling average concentration based limits (ppmvd), each at 

0% oxygen, for NOx emissions for Ponca City No. 5 FCCU. 

ConocoPhillips shall comply with the limits it proposes for Ponca City 

No. 5 FCCU beginning immediately upon submission of its report to 

EPA, until such time as ConocoPhillips is required to comply with the 

emissions limits set by EPA, as specified in Paragraph 26. 

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

the baseline, optimization, and demonstration periods and all other 

available pertinent information to establish limits for NOx emissions 

from the Ponca City No. 5 FCCU. EPA may establish 3-hour rolling 

average and 365-day rolling average concentration 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 demonstration periods, a reasonable certainty of 

compliance, and any other available pertinent information. 

26. EPA will notify ConocoPhillips of its determination of NOx 

concentration limits for the Ponca City No. 5 FCCU, and 

ConocoPhillips shall immediately comply if the EPA limit is equal to 

or less stringent than the limit proposed by ConocoPhillips. If the 

Ponca City No. 5 FCCU limit established by EPA is more stringent 

than the limit proposed by ConocoI?hillips, ConocoPhillips will 

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 from its Billings, Denver, 

Lake Charles and Ponca City FCCUs (including associated air 

pollution control equipment) during hydrotreater outages. This plan 

will address how to calculate the impact of the period(s) of the 

hydrotreater outages on the annual average emission limits for the 

FCCUs and may allow for exclusion from the 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,of the Date of Purchase. The 3-hour NOx emission limits 

established for the FCCUs as provided in this Order shall not apply to 

ConocoPhillips during periods of hydrotreater outages at the Billings, 

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

and Ponca City No. 5 FCCUs, provided that ConocoPhillips is 

maintaining and operating its FCCUs (including associated air 

pollution control equipment) in a manner consistent with 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 

Suncor is 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 from the Date of Lodging 

where CEMS are in place, and eighteen (18) months from the Date of 

Lodging where CEMS are yet to be installed, ConocoPhillips shall use 

a NOx and O2 CEMS 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 1I 
30.ConocoPhillips shall install, certify, calibrate, maintain, and operate all 

CEMS required by this Part in accordance with the requirements of 

Paragraphs 202 and 203. Suncor shall comply with the requirements of 

this paragraph beginning on the Date of Purchase. 

6. Part V, REDUCTION OF SO2 EMISSIONS FROM FCCUS, is amended as follows: 

Propram Summary: ConocoPhillips shall implement a program to reduce 

SO2 emissions from refinery FCCUs by the use of SO2 adsorbing catalyst 

additives at each of its five (5) FCCUs. ConocoPhillips shall incorporate 

. lower SO2 emission limits into operating permits and will demonstrate 

future compliance with the lower emission limits through the use of 

CEMS. 

A. Application of SOz Adsorbing Catalyst Additive at the Denver, 

Lake Charles, Billings, Ponca Citv No. 4 and Ponca Citv No. 5 

FCCUs 

31. By no later than the dates shown below, ConocoPhillips (for its 

refineries) and Suncor (for the Denver Refinery) shall begin to add 

SO2 adsorbing catalyst additive (Optimization Study) to each of the 

five (5) FCCUs in accordance with Attachment 2 to this Consent 

Decree, which is incorporated herein by reference, to establish the 

optimized catalyst additive addition rate. 

Billings June 30,2004 

Denver December 3 1,2003 

Lake Charles June 30,2003 

Ponca City No. 4 December 3 1,2002 

Ponca City No. 5 June 30,2003 

By mutual agreement, EPA, appropriate Plaintiff-Interveners, and 

Suncor (for the Denver Refinery) or EPA, Plaintiff-Intervener State 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 demonstrate the performance of the SOX 

catalyst additive at the optimized rate for the period of time indicated 

below to yield the lowest SO2 concentration feasible from the FCCU at 

that optimized rate. By mutual agreement, EPA, appropriate PlaintiffInterveners, and ConocoPhillips may further change the dates relating 

Page 12 
to ConocoPhillips' refineries by written agreement as provided for in 

Paragraph 301. Similarly, by mutual agreement, EPA, PlaintiffIntervener State of Colorado and Suncor may further change the dates 

relating to the Denver Refinery by written agreement as provided for 

in Paragraph 30 1. 

Billings December 3 1,2004 to December 3 1,2005 

Denver June 30,2004 to December 3 1,2005 

Lake Charles December 3 1,2003 to June 30,2005 

Ponca City No. 4 June 30,2003 to June 30,2004 

Ponca City No. 5 December 3 1,2003 to December 3 1,2004 

B. 	SOa Adsorbing Catalvst Additives Optimizations and 

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 

SO2 adsorbing catalyst additive that they intend 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 SO2 reduced per 

pound of additive), cost effectiveness (dollars per ton of SO2 reduced), 

and percent additive added. If the Lake Charles Refinery intends to 

use a SO2 reducing catalyst additive that is not the best performing 

SO2 reducing catalyst additive as of this Amendment's Lodging Date, 

ConocoPhillips shall also propose for EPA's approval adjustments to: 

1) the incremental pick-up factor, and 2) total catalyst additive 

addition rate. Subject to EPA's approval, a SO2 reducing 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 after completion of the baseline data 

collection period shown below, ConocoPhillips (for its refineries) and 

Suncor (for the Denver Refinery) shall submit baseline data, to EPA 

for each FCCU that shall include at a minimum the following data on a 

daily average basis: 

(1) 	 Regenerator flue gas temperature; 

(2) 	 Coke burn rate; 

(3) 	 FCCU feed rate; 

(4) 	 FCCU feed API gravity; 

(5) 	 FCCU feed sulfur content; 

(6) 	 Estimated percentage by volume of each type of FCCU 

feed component (i.e. atmospheric gas oil, vacuum gas oil, 

atmospheric tower bottoms, vacuum tower bottoms, etc.); 

Page 13 
(7) 	 Estimated percentage by volume of the FCCU feed that is 

hydrotreated; 

(8) 	 CO boiler firing rate and fuel type for Ponca City No. 5 

FCCU; 

(9) 	 CO boiler combustion temperature for Ponca City No. 5 

FCCU; 

(10) 	 Total catalyst addition rate; 

(11) 	 SO2 adsorbing catalyst additive type and additive addition 

rates and 

(12) 	 Hourly and daily SOz, NOx, CO and O2 concentrations. 

Baseline data collection dates are: 

Billings June 30,2003 to June 30,2004 

Denver December 3 1,2002 to December 3 1,2003 

Lake Charles December 1,2002 to June 30,2003 

Ponca City No. 4 March 3 1,2002 to December 3 1,2002 

Ponca City No. 5 June 30,2002 to June 30,2003 

Upon mutual agreement, EPA, appropriate Plaintiff-Interveners, and 

ConocoPhillips may further change the dates relating to 

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 Refinery by written agreement as provided for 

in Paragraph 30 1. 

35. By no later than thirty (30) days prior to beginning the twelve (12) 

month demonstration at each FCCU, ConocoPhillips (for its refineries) 

and Suncor (for the Denver Refinery) shall notify EPA in writing of 

the optimized additive addition rate for each FCCU with an 

explanation and the supporting 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 optimized rate and in a consistent manner (evenly over 

time) that minimizes SO2 emissions. 

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. The report shall include, at a 

minimum, each of the parameters reported in the baseline data set 

required in Paragraph 34. ConocoPhillips (for its refineries) and 

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

Page 14 
measurements to EPA in electronic format. ConocoPhillips (for its 

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

information to the appropriate state agency. 

37. ConocoPhillips (for its refineries) and Suncor (for the Denver 

Refinery) shall determine the SO2 and 02 concentrations at the point of 

emission to the atmosphere by CEMS. 

C. Establishing FCCU SO2 Emission Limits 

38. As part of its demonstration report 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 SO2 emissions 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 immediately upon 

submission of its report to EPA, until such time as they are required to 

comply with the emissions limits set by EPA, as specified in Paragraph 

40. 

39. EPA will use the data collected from each FCCU during the baseline, 

optimization, and demonstration periods and all other available 

pertinent information to establish limits for SO2 emissions from the 

FCCUs. EPA may establish 7-day rolling average and 365-day rolling 

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

SO2 emissions from each of ConocoPhillips's FCCUs and from 

Suncor's FCCUs at the Denver Refinery based on the level of 

performance during the 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 determination of 

SOz concentration limits for the respective units, and ConocoPhillips 

(for its Refineries) and Suncor (for the Denver refinery) shall 

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

the limit proposed for each FCCU. If the SOz limit established by 

EPA is more stringent than the limit proposed by ConocoPhillips or 

Suncor ,ConocoPhillips or Suncor will comply with the EPA 

established emission limit within thirty (30) days. 

D. Hydrotreater Outages 

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

of the Consent Decree, ConocoPhillips shall submit to EPA for its 

Page 15 
approval a plan to minimize SO2 emissions from the 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 from the 365-day average those 

daily 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 of the Date of Purchase. The seven (7) day SO2 emission limits 

established for the FCCUs as provided in this Order shall not apply 

during periods of hydrotreater outages at the Billings, Lake Charles, 

Ponca City No. 4 (if a gas oil hydrotreater is installed) and Ponca City 

No. 5 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 EPAapproved good air pollution control practices plan. Similarly, the 

seven (7) day SO2 emissions limits shall not apply to Suncor during 

hydrotreater outages at the Denver Refinery provided that Suncor is 

maintaining and operating the Denver Refinery 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. 

Following the installation of a wet gas scrubber at an FCCU, this 

Paragraph shall no longer apply to that FCCU. 

E. 	 Final FCCU SOzEmission Limits for 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 average limit 

established pursuant to Paragraph 38 is greater than 25 ppmvd at 0% 

O2 or 50 ppmvd at 0% 02, respectively, for the Billings, Ponca City 

No. 4, or Ponca City No. 5 FCCU, ConocoPhillips shall, by the dates 

specified below, install additional SO2 control technology and meet 

SO2 emission limits of 25 ppmvd at 0% 02 on a 365-day rolling 

average limit and 50 ppmvd at 0% 02 on a 7-day rolling average: 

(I) Billings FCCU June 30,2007; 

(2) Ponca City No. 4 December 3 1,2008; 

and 

(3) Ponca City No. 5 December 3 1,2006. 

F. Demonstrating Compliance with FCCU SO2 Emission Limits 

Page 16 
. Beginning no later than twelve (12) months from the Date of Lodging 

ConocoPhillips shall use a SO2 and 02 CEMS 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. 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, SUBPART C, 

FCCU REGENERATOR NSPS SUBPARTS A and J APPLICABILITY is revised to 

read as follows: 

A. Reductions of PM Emissions From 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 emissions limit of 1 

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

described in Paragraph 47. 

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

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

demonstrated by a stack test as described in Paragraph 47. 

~illin~s :By no later than June 30,2007, ConocoPhillips shall comply 

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

demonstrated by a stack test as described in Paragraph 47. 

Ponca City No. 4 :By no later than December 3 1,2008, ConocoPhillips 

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

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

Page 17 
Ponca City No. 5: By no later than December 31, 2006, ConocoPhillips 

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

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

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-Interveners no 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 showing of at least three (3) annual tests 

that limits are not 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 required by 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-day rolling 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 (for its 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's FCCU Regenerators and Suncor'sFCCU 

Regenerator at the Denver Refinery shall be affected facilities subject to 

the requirements of NSPS Subpart A and J for each relevant pollutant by 

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 3 1,2008 

CO - June 30,2003 

Opacity - December 3 1,2008 

Ponca City No. 5: 

SO2 - February 1,2004 

PM - December 3 1,2006 

CO -June 30,2003 

Opacity - December 3 1,2006 

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 demonstrated by 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 following NOx 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 allowable basis so as to satisfy the following inequality: 

[(EActual)i- (E.Allowable)i1 2 90 tons of NOx per year 

i=l 

Where: 


(E~~l~~~bl~)~
 = The requested 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 

(unless prior actuals exceed allowable 

emissions, then use allowable) as shown in 

Attachment 1 for controlled heater or boiler i; 

and 

- n - The number 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 3 1, 2005, annual report that it has installed 

NOx controls and applied for enforceable limits that will achieve the 

required reductions, pursuant to Part XI11 (Permitting). For purposes of 

this Consent Decree, "applied for" shall mean that Suncor (after the Date 

Page 20 
of Purchase) has submitted a complete and timely application for the 

appropriate permit, permit modification, andfor permit waiver. 

55(d). Suncor shall install Ultra Low-NOx Burners (0.025 lb/MMBtu 

capable technology) on B-6 by December 31,2003. Suncor shall conduct 

an initial 3-hour performance test 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 referenced in 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 CO emissions limits enumerated in Paragraph 73(a) for B6 into federally enforceable limits within 90 days of receiving the test 

results referenced herein, or within 150 days 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 3 1, 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 CEMs for 

B-6, if Suncor demonstrates that the actual monitoring data show that an 

emission rate less than 0.04 lb NOx/mmBTU on a 365-day rolling average 

basis can be consistently maintained for 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, Suncor reasonably demonstrates that the data available in this time 

period are not representative of 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 State of Colorado, upon mutual consent, may 

change the dates for data collection as provided for in Paragraph 301. The 

CEMS will be used to demonstrate compliance with the annual and 24- 

hour average emission limits established under this Paragraph 55. 

55(e). Suncor shall install Ultra-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 controls on B-8, Suncor shall certify, calibrate, 

maintain and operate the B-8 CEMS pursuant to Paragraphs 202 and 203. 

After certification of the CEMs for 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-day rolling average basis can be consistently 

maintained for compliance purposes, Suncor shall submit a permit 

modification application to decrease the NOx emission limits within 90 

Page 21 
days of CEMs certification. If, after this initial period, Suncor reasonably 

demonstrates that the data available in this time period are not 

representative of actual emissions over the full range of operating 

conditions or the data do not otherwise provide an adequate basis for 

determining a decreased NOx emissions limit, Suncor, EPA and PlaintiffIntervener State of Colorado, upon mutual consent, may change the dates 

for data collection as provided for in Paragraph 301. The CEMS will be 

used to demonstrate compliance with annual and 24-hour average 

emission limits established under 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 maximum Heat Input 

Capacity during the 199912000 baseline period. Suncor may 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 

following NOx control technologies: SCR, SNCR, current or next 

generation ultra-low NOx burners, or technologies that Suncor 

demonstrates to EPA's satisfaction will reduce NOx emissions to 0.040 

lbs per rnrnBTU or lower. 

55.(g) On or before July 31, 2009, ConocoPhillips shall complete a 

program to reduce the overall NOx emissions from the Controlled Heaters 

and Boilers at its refineries in an amount greater than or equal to 1443 tons 

per year as demonstrated by the inequality in Paragraph 56. 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 following NOx control technologies: SCR, SNCR, current or 

next generation ultra-low NOx burners, or technologies that 

ConocoPhillips demonstrates to EPA's satisfaction will reduce NOx 

emissions to 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 1bImmBTU with consideration given 

for variations in specific heater operating conditions 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 

designed to an emission rate of 0.012 to 0.015 IblmmBTU (HHV), when 

firing natural gas at typical industry firing conditions at full design load. 

Upon EPA approval, ConocoPhillips or Suncor may also include 

technology designed and installed to meet less than 0.040 lbs per 

mmBTU. 

Page 22 
56. ConocoPhillips's selection of control technology for its refineries 

must at a minimum reduce overall NOx emissions from the Controlled 

Heaters and Boilers by at least 1443 tons 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 1443 tons of NOx per 

year 

i=l 

Where: 

(E~llowable)~ = The requested 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 

(unless prior actuals exceed allowable emissions, 

then use allowable) as shown in Attachment 1 for 

controlled heater or boiler i; and 

n -- The number of heaters and boilers at all refineries 

that are controlled. 

57. Attachment 1 to 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 for both calendar years 1999 and 

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 

averaging period 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 3 1, 2006, annual report 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 Consent Decree, "applied for" shall mean that ConocoPhillips have 

submitted a complete and timely application for the appropriate permit, 

permit modification, andlor permit waiver. For purposes of this Paragraph 

only, Controlled Heaters and Boilers may include the following units that 

accept the annual average heat 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 installed NOx 

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 shall be based on the .maximum Heat 

Input Capacity during the 199912000 baseline period. 

60. ConocoPhillips may 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 following NOx control technologies: 

SCR, SNCR, current or next generation ultra-low NOx burners, or 

technologies that ConocoPhillips demonstrates to EPA's satisfaction 

will reduce NOx emissions to 0.040 lbs per mrnBTU or lower. 

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

Plan) to EPA for approval by no later than four (4) months after the 

Date of Lodging of the Consent Decree. ConocoPhillips or Suncor 

(for the Denver Refinery as of the Date of Purchase) shall submit 

annual updates ("Updates") no later than March 3 1 of each year for the 

life of the Consent Decree. EPA shall approve the Control Plan 

provided that it meets the requirements of the Consent Decree. 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 

implement the Control Plan. Initial control plans were submitted and 

approved in 2002 as required. The Control Plan and its updates shall 

describe the progress of the NOx emissions reductions program for 

heaters and boilers greater than or equal to 40 rnmBTU per hour 

towards meeting the requirements of Paragraph 56 (for the 

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

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

boiler at each refinery: 

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

(b) The baseline utilization rate in average mmBTUkr for calendar 

years 1999 and 2000; 

Page 24 
(c) Reserved. 

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

Suncor (for the Denver Refinery, as of the Date of Purchase) 

has controlled to 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 allowable NOx emissions (in lbs/mrnBTU) and allowable 

heat input rate (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 emissions tests 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 applied toward 

satisfying Paragraph 56 or Paragraph 55(b); and 

(i) 	A description of the achieved and anticipated annual progress 

toward satisfying Paragraph 56 or Paragraph 55(b) described 

on a refinery-by-refinery basis. 

62. The Control Plan and Updates required under Paragraph 61 shall be 

certified as provided in Paragraph 212 

63. For heaters and boilers with a capacity of less than 100 mmBTU/hr 

Higher Heating Value (HHV), but greater than or equal to 40 

mmBTU/hr (HHV) for which NOx Controls are installed pursuant to 

Paragraph %(for 56 of this Consent Decree (for the ConocoPhillipsowned refineries) or pursuant to Paragraph %(a) or 55(b) for the 

Denver Refinery, ConocoPhillips or Suncor, (as the case may be) shall 

conduct an initial performance test for NOx and CO within one 

hundred eighty (180) days of each heater and boiler start-up following 

installation of NOx Controls. 

64. For heaters and boilers with a capacity of less than 150 rnrnBTU1hr 

(HHV),but greater than or equal to 100 mml3TUhr (HHV) for which 

NOx Controls are installed pursuant to Paragraph 55(a) or 56 of this 

Consent Decree (for the ConocoPhillips-owned refineries) or pursuant 

to Paragraph 55(a) or 55(b) for the Denver Refinery, ConocoPhillips 

or Suncor (as the case may be) shall conduct an initial performance 

test or CEMS certification for NOx and CO within one hundred eighty 

(180) days of each heater and boiler start-up following installation of 

NOx Controls, and either: 

(a) Install, or continue to operate, a NOx 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 

demonstrate compliance with emission limits established under 

this Part; or 

(b) Use or develop an approved Parametric Emissions Monitoring 

System (PEMS) for NOx and CO within one hundred eighty 

(180) days of each unit's start-up following installation of NOx 

Control, considering the full range of operating conditions. 

65. For heaters and boilers with a capacity of 150 rnrnBTUihr (HHV) or 

greater, for which NOx Controls are installed pursuant to Paragraph 

55(a) or 56 of this Consent Decree(for the ConocoPhillips-owned 

refineries) or pursuant to Paragraph 55(a) or 55(b) for the Denver 

Refinery, ConocoPhillips or Suncor (as the case may be) shall install, 

or continue to operate, a NOx and CO CEMS at the time the NOx 

Control(s) is (are) installed under this Consent Decree. In the event 

two (2) or more heaters or boilers vent to a common stack, and one (I) 

heater or boiler has not had NOx Controls installed, the CEMS 

sampling point 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 (for the 

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 ConocoPhillips from 

complying with any and all Federal, state or local requirements that 

may require technology upgrades based on actions or activities 

occurring after the Date of Entry of this Consent Decree. Similarly, 

the requirements of this Part do not exempt Suncor from complying 

with any and all Federal, state or local requirements that may require 

technology upgrades based on actions or activities occurring after the 

Date of Entry of the First Amendment to the Consent Decree 

68. ConocoPhillips (for its refineries) and Suncor (for the 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" beginning no 

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 components that 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 

attempt repair. The "first attempt at repair" will be re-monitored no 

later than four business 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, Subpart E is revised to read: 

E. Sulfur Recovery 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) incremental improvements achieved; 

(f) new or modified operating procedures; and 

(g) root cause and corrective action performed as a result of any 

incident investigation performed as a result of an Acid Gas 

Flaring Incident or Tail Gas Flaring Incident. 

176(a). In lieu of maintaining a best practices network, Suncor 

shall conduct and document a sulfur plant optimization study for the sulfur 

plants located at the Denver refinery. This study shall be completed 

within one year of the Entry Date of this Amended Consent Decree and 

shall include: 

a) 	 A detailed evaluation of plant design and capacity, operating 

parameters and efficiencies- including catalytic activity and 

material balances; 

b) 	 An analysis of the composition of the acid gas and sour water 

stripper gas resulting from the processing of crude slate 

actually used or expected to be used, in the SRP; 

c) Identify and review each critical piece of process equipment 

and instrumentation in the Claus train that is designed to 

correct deficiencies or problems that prevent the Claus train 

from achieving its optimal sulfur recovery efficiency and 

expanded period of operation; 

d) Establishment of a thermodynamic process 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 

improvements in sulfur recovery efficiency, if any; 

g) Identify any needed new operating procedures for long term 

efficient operation and implement as soon as practicable; and 

h) 	 Such study shall be conducted to 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 Related to All Flaring Incidents 

183. Investigation and Reporting. No later than forty-five (45) days 

following the end of an Acid Gas Flaring Incident, Tail Gas Incident, HC 

Flaring Incident, or a Denver No. 1Incinerator Incident (individually and 

Page 28 
collectively referred to as "Flaring Incident"), ConocoPhillips shall 

prepare a report that sets forth the following: 

183a. 	ConocoPhillips shall submit the report prepared in Paragraph 183 

for AG Flaring Incidents, Tail Gas Incidents and Denver No. 1 

Incinerator Incidents to the Addresses listed in Paragraph 296. 

ConocoPhillips shall maintain the reports prepared for 

Hydrocarbon Flaring Incidents onsite. ConocoPhillips shall 

summarize the Hydrocarbon Flaring incidents in the Quarterly 

Progress Reports. 

13. Paragraph 192(a)(2) is revised as shown below: 

(2) If the Root Cause of the Acid Gas Flaring Incident was sudden and 

infrequent, yet was reasonably preventable through the exercise of good 

engineering practice, then ConocoPhillips (for its refineries) or Suncor (for 

the Denver Refinery) shall implement corrective action(s) pursuant to 

Paragraph 184; 

14. Paragraph 193 is revised as shown below to correct the formula: 

Tons of SO2 = [FR][TD][ConcH2S][8.44x 10-51. 

15. Paragraph 2 19 is 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 SO2 from the Denver Refinery necessary for use as credits 

or offsets in 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 Gasoline projects. ConocoPhillips shall use only 50 

total tons per year of NOx and 50 total tons per year of SO2 from the 

refineries identified in Paragraph 5 other than the Denver refinery 

necessary for use as credits or offsets in 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 Gasoline projects. 

16. Paragraph 221 is revised to read as follows: 

221. Low Sulfur Diesel. 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 SO2 from the Denver Refinery as credits or offsets in 

Page 29 
any PSD, major non-attainment and/or minor NSR permit or permit 

proceeding occurring after the Date of Lodging of this Consent Decree 

necessary to permit the Low Sulfur Diesel 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 other than the 

Denver Refinery as credits or offsets in any PSD, major non-attainment 

and/or minor NSR permit or permit proceeding occurring after the Date of 

Lodging of this Consent Decree necessary to permit the Low Sulfur Diesel 

projects at each refinery. 

17. Paragraph 223 is hereby amended to read: 

223. If ConocoPhillips (for its refineries) or Suncor (for the Denver Refinery) can 

make a showing to EPA that additional credits are necessary for construction 

or modification of emission units required by the Tier 2 Gasoline or Low 

Sulfur Diesel regulations, ConocoPhillips or Suncor ,as the case may be, may 

request that EPA allow use of additional credits for that purpose in accordance 

with this Part, not to exceed 5% each for NOx and SO2 of any refinery's total 

reductions achieved by that date under this Consent Decree. 

18. Paragraph 224 is hereby amended to read: 

224. ConocoPhillips shall only use the credits available to it under this Part if it can 

demonstrate to the United States that, at the time the credits are to be applied, it is 

otherwise in compliance with all other requirements of this Consent Decree at each 

of its refineries. If it is in violation of any Consent decree requirement at any of its 

refineries, ConocoPhillips shall be prohibited from using any credits until the 

violation(s) is corrected and any stipulated penalties are paid in full. Similarly, 

Suncor shall only use the credits available for the Denver Refinery under this Part if 

it can demonstrate to the United States that, at the time the credits are to be applied, 

Suncor is otherwise in compliance with all other requirements of this Consent 

Decree at the Denver Refinery. If Suncor is in violation of any Consent Decree 

requirement at the Denver Refinery, Suncor shall be prohibited from using any 

credits until the violation(s) is corrected and any stipulated penalties are paid in full. 

The credits shall become available upon construction of the projects that generate 

the credits and nothing in this language shall be construed to require ConocoPhillips 

or Suncor to complete any requirement earlier than 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 ConocoPhillips refineries and Paragraphs 55(a) 

and 55(b) for the Denver Refinery: 

(i) $800 per day for each heater or boiler with capacity of 150 rnmBTU/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 ConocoPhillips Refinery and Paragraph 55(b) for the Denver 

Refinery: $100,000 per quarter, per refinery 

(3) Failure to achieve two-thirds (2/3) of the combined NOx reductions in 

accordance with Paragraph 58 for the ConocoPhillips Refinery: $200,000 per 

quarter, per refinery 

(4) Failure to install NOx controls on at least 30% of the heater and boiler 

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. Should either ConocoPhillips or Suncor dispute its obligation to pay 

part or all of a stipulated penalty, it may avoid the imposition of the 

stipulated penalty for failure to pay a penalty due to the United States or 

the appropriate Plaintiff-Intervener by placing the disputed amount 

demanded by the United States or the appropriate Plaintiff-Intervener, not 

to exceed $50,500 for any given event or related series of events at any 

one refinery, 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 for payment of stipulated penalties. If 

the dispute is thereafter resolved in ConocoPhillips' or Suncor's favor, the 

escrowed amount plus accrued interest shall be returned to ConocoPhillips 

or Suncor, as the case may be, otherwise the United States or the 

appropriate Plaintiff-Intervener shall be entitled to the escrowed amount 

that was determined to be due by the Court plus the interest that has 

accrued on such amount, with the balance, if any, returned to 

ConocoPhillips or Suncor ,as the case may be. 

21. Part XXI of the Consent Decree is amended as follows: 

272. Heaters and Boilers. This Consent Decree constitutes full settlement of and 

shall resolve all civil liability of ConocoPhillips and Suncor, as the case may 

be, to the United States and the appropriate Plaintiff-Interveners for the 

Page 31 
violations alleged in the United States and the Plaintiff-Interveners' 

Complaints and all civil liability occurring prior to entry of this Consent 

Decree under the Prevention of Significant Deterioration (PSD) and NonAttainment New Source Review requirements at Parts C and D of the Act, 

and the regulations promulgated thereunder at 40 CFR § 52.21 (the "PSD" 

rules), and state and local regulations which incorporate and/or implement 

those rules, for any increase in S02, NOx, and CO emissions resulting from 

the construction, modification, or operation of the process heaters and 

boilers at the refineries identified in Paragraph 5. During the life of the 

Consent Decree, these units shall be 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 scope of this release. 

VOCs. Upon ConocoPhillips' and Suncor's (as the case may be) 

implementation of the enhanced LDAR program and submittal of the 

applications for revised pennits pursuant to Paragraph 210 (b), the United 

States and the appropriate Plaintiff-Interveners covenant not to sue 

ConocoPhillips or Suncor for civil penalties for increases in VOC emissions 

resulting from identification of new components through the audits 

conducted pursuant to Paragraphs 128 through 130. The United States and 

Plaintiff-Interveners expressly reserve their right to bring PSD/NSR claims 

for any other VOC emissions units at the refinery and to consider the 

implications of the revised emission estimates on past PSD/NSR 

applicability determinations. 

274. Subpart J. This Consent Decree constitutes full settlement of and shall 

resolve all civil liability of ConocoPhillips and Suncor (as the case may be) 

to the United States and the Plaintiff-Interveners for the violations alleged in 

the United States' and Plaintiff-Interveners' Complaints and all civil liability 

of ConocoPhillips and 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 combustion devices 

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-listed federal regulations. 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 identified in this Paragraph 

accrued, through the Date of Entry of the Consent Decree. 

275.(a) NSPS Subpart A and J Releases. ConocoPhillips and Suncor's (as the case 

may be) submission of notificat'ions of compliance with respect to the flares 

listed in Paragraphs 155 and 161 constitutes full settlement of and shall 

Page 32 
resolve all past civil liability of ConocoPhillips or Suncor (as the case may 

be) to the United States and the appropriate Plaintiff-Interveners for NSPS 

Subpart A and J for those flares through the date of the demonstrated or 

certified compliance. 

275.(b) NSPS Subpart H Release. ConocoPhillips shall continue to comply with 

the New Source Performance Standards (NSPS), 40 CFR Part 60, Subpart H 

for Sulfuric Acid Plants at the Lake Charles refinery. ConocoPhillips' 

application to modify existing permits to incorporate the Subpart H 

requirements, and receipt of the modified permits, shall resolve all civil 

liability of ConocoPhillips for 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) performance of the measures required pursuant to Parts VIII 

and IX, constitutes full settlement of and shall resolve all civil liability of 

ConocoPhillips and Suncor (as the case may be) to the United States and the 

appropriate Plaintiff-Intervener 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: Leak 

Detection and Repair (LDAR), 40 CFR Part 60, Subparts VV and GGG, and 

40 CFR Part 63, Subparts F, 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 identified in or prior to the submittal of each Refinery's 

initial Third Party LDAR audit conducted pursuant to Paragraph 129 or the 

BWON Compliance Verification Review conducted pursuant to Paragraphs 

78 and 80 and these events are addressed pursuant to Paragraphs 83,84,85, 

and 86 or 132 as appropriate. This release specifically includes, but is not 

limited to, those violations which ConocoPhillips has previously selfdisclosed to Plaintiff-Interveners Colorado and 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 identified in this Paragraph accrued through Date of Lodging. 

277. Other Issues. ConocoPhillipsl and Suncor's (as the case may be) completion 

of the injunctive requirements set forth in Parts I-XI of this Consent Decree 

and EPA's and Plaintiff-Interveners' concurrence shall also constitute full 

settlement of all civil liability of ConocoPhillips and Suncor to the United 

States and Plaintiff-Interveners for previously identified state or federal PSD 

Page 33 
issues for S02, NOx, and CO, and BWON, LDAR and NSPS Subpart J 

matters, including the following specific alleged violations at the refineries 

identified in Paragraph 5: 

(a) Billings Refinery: This Consent Decree resolves ConocoPhillips' 

discharge of process oily wastewater into the segregated stormwater 

systems in violation of Subpart QQQ as alleged in the United States' 

Complaint. 

(b) Ponca City, Oklahoma: This Consent Decree resolves the BWON, 

LDAR, PSD, and NSPS Subpart J issues addressed in Oklahoma 

DEQ Consent Order No. 01-395 and all Clean Air Act issues 

identified in the Oklahoma DEQ Compliance Inspection conducted 

on May 22- 23,200 1. 

(c) Lake Charles, Louisiana: This Consent Decree resolves the violations 

outlined in the Louisiana Department of Environmental Quality 

Consolidated Compliance Order and Notice of Potential Penalty No. 

AE-CN-0 1-0008 dated January 26,200 1, and No. AE-CN-0 1-0 192 

dated November 13,200 1. 

(d) Denver, Colorado: This Consent Decree resolves the Clean Air Act 

violations noted as being referred to the United States Environmental 

Protection Agency in the December, 200 1 Compliance Order on 

Consent between Colorado and Conoco Inc. 

22. Part XXII of the Consent Decree is amended as follows: 

281. Disputes submitted to dispute resolution shall, in the first instance, be the 

subject of informal negotiations between the parties. Such period of informal 

negotiations shall not extend beyond thirty (30) calendar days from the date of the 

first meeting between representatives of the United States and the appropriate 

Plaintiff-Intervener and ConocoPhillips or 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 compliance plan, 

ConocoPhillips or 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 ConocoPhillips or the Suncor, as the case may be, with a 

written summary of its position regarding the dispute. The position advanced by 

the United States and the appropriate Plaintiff-Intervener shall be considered 

binding unless, within forty-five (45) calendar days of ConocoPhillips' or the 

Page 34 
Suncor'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 a petition which describes the nature of the dispute. In the 

event that the United States and the appropriate Plaintiff-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 for the 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 construed to prevent, alter or limit the 

ability of the United States' and the appropriate Plaintiff-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, Suncor Energy (U.S.A.) Inc. 

1 12 4'h Avenue, SW 

Calgary, Alberta 

CANADA 

T2P 2V5 

Tel: (403) 269 8159 

25. Attachment 1 is amended to include the list of heaters and boilers with firing 

capacities greater than 40 MNIBtu/hour at the Billings, Denver, Lake Charles and Ponca 

City refineries. 

26. The undersigned representatives are fully authorized to enter into the 

terms and conditions of 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 adjudication of 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 of this Court. 

Dated and entered this day of ,2003 

United States District Judge 

Page 36 
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 PLAINTIFF THE UNITED STATE OF AMERICA 

Date: 

THOMAS L. SANSONETTI 

Assistant Attorney General 

Environmental and Natural Resources Division 

U. S.Department of Justice 

Date: 

DIANNE M. SHAWLEY 

Senior Counsel 

Environmental Enforcement Section 

Environmental and Natural Resources Division 

U. S. Department of Justice 

P. 0. Box 7611 

Washington, D.C. 20044-761 1 

202-5 14-0096 

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 38 
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 Suncor Energy (U.S.A.) Inc. 

Date: 

JANICE ODEGAARD 

Secretary 

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

1 12 4th Avenue, SW 

Calgary, Alberta 

CANADA 

T2P 2V5 

Tel: (403) 269 8159 

Page 39 
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 THE STATE OF COLORADO 


Date: 


NAME 

Title 

Page 40 
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 THE STATE OF LOUISIANA 


Date: 


NAME 

Title 

Page 4 1 

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 STATE OF MONTANA 


Date: 


NAME 

Title 

Page 42 
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 STATE OF OKLAHOMA 


Date: 


NAME 

Title 

Page 43