Exhibit 3 

# STATE OF CONNECTICUT DEPARTMENT OF ENVIRONMENTAL PROTECTION

In the matter of 

### The State ofConnecticut and Bristol-Meyers Squibb Company ) ) 

# l j Trading Agreement and Order No. 8220



### 6. Wnereas, the CommissionerofEnvironmental Protection ("Commissioner") and Bristol-Meyers Squibb 

### Company ("BMS") agree that it is in the public interest that they work cooperatively to improve the air quality within the State ofConnecticut and that the use ofdiscrete emission reduction credit (''DERC'') trading to reduce nitrogen oxide (''NOx'') emissions will achieve this result in a timely and**cO'st~effectjve** 

### ma..-Uier:

A. At the request and with the agreement ofBMS, the Commissioner finds the following: 1. BMS is aPharmaceutical**Resear~h** and Development Company with its principal place of business at 345 Park Ave., New York, NY. BMS operates two (2) Diesel Generators identified in Table I ofthis Trading Agreement and Order ("peaking units") at 5 Research Parkway, Wallingford CT ("facility"). 2. On June 16, 1998 the peallli'1g units.were operated fornon-emergency use ("peak shaving"). The 

### NOx, emissions were 358.4 pounds. Pursuant to Section 22a-174-22(b) of

### the Regulations of Connecticut State Agencies (UReguJations''), the generators are subject to Section 22a-174-22(d) through (k) ofthe Regulations, pertaining to the control ofNO

### x emissions. 3. Official 

### U.S. Environmental Protection Agency ("EPA'} Reference Method 

### 7E stack testing performed on the dates indicated in Table 1, resulted in NOx emission rates set forth in Table 

### 1. 4. The emission rates for· the peakingunits and fuel specified 

### in Table I are 

### in excess oftbe 

### limits set forth 

### in Section 22a-174-21(

### e), Table 22-1, ofthe Regulations Reasonably Available Control Technology ("RAeT'') emission rate limits. 5. In accordance with Section 22a- 

### i 74-220) ofthe Regulations, BMS proposes that for the peaking units identified in Table I, BMS shalluse·DERC trading to comply with the applicable emission limitation contained in Section 22a-174-22(e) ofthe Regulations. Approved DERCs are defined for the purpose ofthis Trading Agreement and Order as those for which the Commissioner has provided written authorization for use in compliance with Section 22a-174-22 ofthe Regulations. (**?tint~d** Oll**R~cycled** Peper)**Initials~** 79 Elm Street.! • Hartford, cr 06106

- 5127 t n:t?:I/d9.5t.te.cl.ll$

•

_ ro. 'A

### Bristol-Meyers Squibb Company Trading Agreement and Order 8220

BMS

- NOx EMISSIONRATES AND RACTLIMITS Stack Test Emission Rates (lb/MMBtu) Peaking Unit FUEL (ppmv) StackTest FLER R"CT 

### Test Date 940 KVA Waukesha 

### other Diesel**G~erator** #1 oil 

### 1640.7 3.27 3.60 2.56 Nov 10, 1999
940 KVA Waukesha other 

### 1499.0 2.84 3.12 2.56 Nov 10, 1999 Diesel Generator#2 oil 

# ITable I

7. BMS 

### proposes to 

### use Full Load Emission Rates ('TIERs") identified in Table I for t.1e purposes ofcalculating the DERCs required. 8. Pursuant to the Department ofEnvironmental Protection's 

### "Credit Trading/or Sources 

### with lrreg-dlarNOxEmissions"policy, with 

### arevised date ofFebruary 27,2001 attached hereto a..1.d incorporated by

### reference into this Trading**Agree~ent** 

### and Order as Exhibit I, these peaking 

### u.TJ.its havepeakdaily NOx emissions greater than three times the average daily emissions during the ozone season and are therefore considered sources with irregular NOx emissions. 9. On April 

### 24, 2000, pursuant to Section 22a-174-22(j) ofthe Regulations, BMS acquired from United Illuminating twenty-five 

### (25) tons ofapproved ozone

### DERCs in orderto meet the requirements cfRACT and the requirements ofthis Trading Agreement and Order. BMS intends to acquire approved DERCs as needed. 10. ByAgreeing to the issuance ofthis Trading Agreementand OrderBMS makes no admission offact or law with respect to the matters addressed herein.
B. 

### The Commissioner, in 2occordaIlce wiLl} 

### theprovisions offt1js Trading Agreement a...TJ.d Order, and pursuant to Section 22a-174-22 

## CD ofthe 

### Regulations hereby allows 

### BMS to comply with Section 2220-174-22 ofthe Regulations through use ofDERC trading referenced 

### in Section A, herein, to achieve the nitrogen oxide emission reduction required by 

### Section 22a-174-22(d)(l) ofthe Regulations. C. 'Vith the agreement ofBMS, the Commissioner, acting under Connecticut General Statutes Sections 22a-6, 22a-171, 22a-174, 22a-176, and 22a-177, orders BMS as follows:

# InitialS~

{ 

### 2Bristol-Meyers Squibb Company Trading Agreement and Order 8220

1. On and after May I, 1998 BMS shall comply with the FLER's shown in Table I above during operation ofeach peaking unit.
2. Upon issuance"ofthis Trading Agreement and Order, BMS shall have in its possession sufficient approved DERCs to meet applicable RACT requirements and the requirements ofthis Trading Agreement and Order. 3. On and after May I, 1998 BMS shall, on a daily basis,.document and record the amounts ofall fuel used by each peaking unit each day and the number ofDERCs used for 

### the ozone season (from t>.1ay I through**Septemb~r** 30 ofeach year) and non-ozone season (the remainder ofthe year). 

### 4. Pursuant to Section 22a-174-220) ofthe Regulations, 

### BMS shail acquire sufficient approved ozone season 

### and non-ozone season DERCs in order to meet applicable RACT requirements 

### and the requirements ofthis Trading Agreement 

### and Order for the following month's operation. In accordance with Exhibit 1 ofthis Trading Agreement and Order, ozone season DERCs for use during the ozone season shall be purchased by 

### BMS prior to the beginning ofthe ozone season: Approved DERCs shall be acquired until the peaking 

### units achieve permanent compliance with the emissions standards 

### in Section 22a·174-22(e) ofthe Regulations or until May 1,2003, whichever occurs first. 5. On and afterMay I, 1998 BMS shall maintain andprovide the records required by paragraph 

### C.3. ofthis Trading Agreement and Order in accorda.,ce 

### with the following and Section 22a-174-4 ofthe Regulations, and shall:

a. Have 

### in its possession sufficient approved DERCs for the current day, based on the following calculations (described also in Exhibit I); At aU times (mass calculation): DERCs 

### (in tons) (((FLER in Ibs/MMBtu)
.- (0.95 x NOx RACT in IbsIMMBtu» x (actual fuel use in Ibs/MMBtu)] 

### 12000 pounds/ton During the ozone season only (peak day calculation): the maximum actual excess NOx emissions (in lbs) on any ofthe days projected by the Commissionerto be "moderate to unhealthful," "unhealthful," or "very unhealthful," divided by 3 and then divided by 13 

### (with the result in tons): DERCs (in tons) [(Maximum excess NOx in Ibs) 

### 13]1 [13 Ibsiday/tonJ;

Initials&.d i 

### 3

# Date~}1

### Bristol-Meym Squibb Company Trading Agreement and Order 8220

As described in Exhibit 1 afthis Trading Agreement and Order, to the extent thatDERCs used to offset on apeak-day basis during the ozone season 

### exceed the total mass excess emissions, remaining DERCs may be used in the non-ozone season 

### Lll the 

### sallIe or subsequent years until May 1, 2003; 

### b. Adjust upwards by 100% the DERCs required ifDERCs are not in BMS's possession priorto use. However, nothing in this Trading Agreement and Order shall affect the Commissioner's authority to institute any proceeding or take any action to require additional upward adjustment based on the gravity 

### ofllie alleged noncompliance or violation oflaw;

c. Document and record daily fuel use, excess NOx emissions and, during the ozone season, the ozone classification as forecasted by the Commissioneron the previous day; d. No laterthan March. 1, 2002, 2003 and 2004, include with its annual emissions report to the Commissioner, DERCs used, calculated as described in section C5.a. and C.5.b. ofthis Trading Agreement and Order, by ozone and non-ozone seasons, for the previous calendaryear;
e. Retain 

### t.1e records a.,d supporting documentation as described in this section for a

### rn.i.ni..-num offive 

### years, commencing 

### on the date such 

### records are created; f Maintain documentation to attest to the fact thatDERCs used during the ozone season were generated during the ozone season. The ozone season is from May 1 through September 30 in any calendar year. Generator certification ofthis fact shall be sufficient; a.,d 

### g. Provide the records specified above to the Commissioner within thirty (30) days ofreceipt ofa written request from the Commissioner.


### 6. Forthe period between June 16, 1998 and April 24, 2000, BMS sball retire 15 DERCs (two 

### times the actual arnout:J.t ofexcess 

### NOx emissions during this time period) no laterthan ten (10) days after the issuance ofthis order. 7. No later than May 1,2003, BMS shall comply with the requirements 

### ofSection 22a174-22(d)(1) ofthe Regulations. However, after full program review ofthis and other Trading Agreements and Orders and, 

### ifdetennined to be appropriate, the Commissioner may grant a written extension ofthis Trading Agreement and Order. 

### 8. TheFLER's may be adjusted upon satisfactory demonstration to the Department and written approval by the Commissioner. Initials..,&ti 

### 4Bristol-Meyers Squibb Company Trading Agreement and Order 8220

9. Non-compliance with the established FLER shall subjectBMS to make restitution by 

### matching the quantity ofemissions ("true up") caused by 

### the exceedance plus a 100% premium. The true up in tons ofDERCs shall be equal to the FLER exceedance in lbslMMBtu, multiplied by the total heat input during the period of 

### noncompliance divided by 

### 2000 lbs/ton. If

### the period ofnon-compliance is not known, the time period from completion ofthe last/previous Department witnessed stack test through the date the FLER compliance is achieved as approved by the Commissioner shall be used. However, nothing in this trading Agreement and Order shall affect the Commissioner's authority to institute any proceeding or take any other action to require additional upward adjustment, based on the gravity ofany 

### alleged noncompliance orviolation oflaw. 10. Pursuantto Section 22a-174-22(k) ofthe Regulations, BMS shall conductNOx emission testing ofthepeaking units at least once every five years commencing from the date identified in Table 1ofthis Trading Agreement and Order. 11. Approvals. BMS shall usebest efforts to 

### submitto the Commissioner all documents required by 

### this Trading Agreementand Orderin acomplete and approvable form. Ifthe Commissionernotifies BMS that any document orother action is deficient, and does not approve itwith 

### "conditions ormodifications, itis deemed disapproved, and BMS shall correctthe deficiencies andresubmit it within the time specifiedby the Commissioneror, ifno timeis specifiedby the Commissioner, within 30 days ofthe Commissioner's notice ofdeficiencies. In approving any document orother action under this**Tr~ding** 

### Agreement and Order, the COmnllssionermay approve the document orother action 2.S 

### SUbmitted:.orperformed orwith such conditions or modifications as t.1e Commissionerdeems necessary to carry outthe pUiposes ofthis Trading Agreement and Order. Nothing in 

### this paragraph shall excuse noncompliance or delay.
12. Definitions. As used in this order, "Commissioner" means the Commissionerof Envirorunental Protection oran agent ofthe Commissioner. "Otheroil" means afuel that is liquid at standard conditions and is not residual oil. "Ozone season" means the period from May 1 through September 30 in 3..L'y given calendaryear. "Issuance" means the date this TradingAgreement and Orderis deposited in theU.S. Mail orthe date itis personally delivered, whicheveris earlier. 13. Dates. The date ofsubmission to the Commissioner ofany document required by 

### this Trading Agreement and Order shall be the date such document is received by 

### the Commissioner. The date ofany noticebythe Commissionerunder this Trading Agreement and Order, including but not limited to notice ofapproval or disapproval ofany document or other action, shall be the date such notice is deposited in the 

### U.S. mail oris personally delivered, whicheveris earlier. Except 2.S 

### otherwise specified in
Initials

# .&!J.

, 5Bristol-Meyers Squibb Company Tradillg Agreement and Order 8220

this Trading Agreement and Order, the word "day" as used in this Trading Agreement and Ordermeans calendar day. Any document or action which is requiredby this Trading Agreement and Order to be submitted orperfonnedby a date which falls on a Saturday, Sunday or a Connecticut or federal holiday sh<'l.l1 be submitted or performed by the nextday which is not a Saturday, Sunday or Connecticut or federal holiday. 14. Certification ofdocuments. Any document, including but not limited to any notice, which is required to be submitted to the Commissioner underthis Trading Agreement and Order shall be signedby the responsible corporate officer ofBMS or aduly authorized representative ofsuch officer, as those terms are defined in Section 22a-430-3(b)(2) ofthe Regulations, and by the individual orindividuals responsible for actually prepa..-ing such document, each ofwhom shall examine and be familiar with the infonnation submitted in the document and all attachments thereto, and shall make inquiry ofthose individuals responsible for obtaining the infom1ation to detennine that the infonnatiqn is true, accurate, and complete, and each ofwhom shall certify in writing as follows: "I have personally examined and am familiar with the information submitted in this document and all attachments thereto, and I certify that**base~** on reasonable investigation, including my inquiry ofthose individuals responsible for obtaining the infomlation. the submitted infol111ation is true, accurate and complete to the best of my knowledge and belief. I understand that any false statementmade in the submitted information may be punishable as a criminal offense under Section'22a175 ofthe COIUlecticut General Statutes or, in accordance with Section 22a-6 ofthe O;mnecticut General Statutes, under Section 53a-157b ofthe COIUlectlcut General Statutes, and in accordance with any other applicable statute." 15. Noncomplia.TJ.ce. This Trading Agreement and Orderis a final orderofthe Commissionerwithrespect to the matters addressed herein, and is nonappealable and immediately enforceable. Failure to comply \vith this Trading Agreement and Order may subject BMS to an injunction and penalties. 16. False statements. Any false statement in a..'1y information submitted pursuant to this Trading Agreement and Order may be punishable as a criminal offense under Section**22a~** 175 ofthe COIUlecticut General Statutes or, in accordance v,'ith Section 22a-6, under Section 53a-157b ofthe Connecticut General Statutes. 

### 17. Notice oftransfer; liability "fBMS and others. Until BMS has fully complied with this Trading Agreement and Order, BMS shall notify the Commissionerin v ..·riting no later than fifteen (15) days after transferring all or any portion ofthe facility, the operations, the site orthe business which are the subject ofthis Trading Agreement and Order, or obtaining a new mailing or location address. Any license transfer shall be conducted in accordance with Section 22a-60 ofthe Connecticut General Statutes. 

### lnitiaJs.&A ( 

### 6

### Bristol-Meyers Squibb Company Trading Agreement and Order 8220

18.

19.
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21.

22.

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### 24. BMS's obligations underthis Trading Agreement and Order shall notbe affected by the passage oftitle to any property to any otherperson or municipality. 

### Commissioner's powers. Nothing in this Trading Agreement and Ordershall affect the Commissioner's authority to institute any proceeding or take any other action to prevent orabate violations oflaw. prevent orabate pollution. recover costs and natural resource damages, 

### ar.,dto imposepenalties for violations oflaw which are 'willful 

### or criminally negligent or for which penalties have not been specifically provided in this Trading Agreement and Order, including but not limited to violations ofany permit issued by the Commissioner. Ifat any time the 

### Commissioner determines that the actions taken by 

### BMS pursuant to this Trading Agreement and Orderhavenot fully achieved compliance with Section 22a-174-22 ofthe Regulations. the 

### Commissionermayinstitute anyproceeding against BMS and/orrequire BMS to undertake further investigation or further action. BMS's obligations under law. 

### Tothing in this Trading Agreement and 

### Order shall relieve BMS ofother obligations under applicable federal, state and local law. No assurance by Commissioner. No provision oftrus Trading Agreement and Order and no actionor inaction by the Commissioner shall be construed to constitute 

### an assurance by the Commissionerthatthe actions taken byBMS pursuant to this 

### TradingAgreement and Orderwill result in complianceorprevent or abate pollution. Access to records and facility. I\.ny representative ofthe Department of Environmental Protection may enter and 

### inspect the 

### facility and inspect and copy records within nonnal business'hours withoutpriornotice for the purposes of monitoring and enforcing the actions required or allowed by this Trading Agreement 

### and Order. No effect on rights ofotherpersons. This Trading Agreement and Order shall neithercreatenor affeCt any

### rights ofpersons who or municipalities which are not parties to this Trading Agreement and 

### Order. No CreationofPropertyRig.1)ts. This Trading**Agre~ent** 

### and Order does not Cjeate any propertyrights with respect to these DERCs. Notice to Commissioner ofchanges. Within fifteen (15) days ofthe date BMS becomes aware ofa 

### change in any 

### infonnation submitted to the 

### Commissionerunder this Trading Agreement and Order. or that any such infonnation was inaccurate or misleading or that anyrelevant information was omitted, BMS shall submit the correct or omitted information to the Commissioner. Notification of

### nonCOmplifu"1Ce. 

### 1'1 the event thatBMS becomes aware that it did not or may not comply, ordid not or may not comply on time. with 

### any requirement of Initials&tl 

# , 7Bristol-Meyers Squibb Company Trading Agreement and Order 8220

this Trading Agreement and Order or ofany document required hereunder, BMS shall by telephone immediately notify the Bureau ofAir Management and shall take all reasonable steps to ensure that any noncompliance or delay is avoided or, if unavoidable, is minimized to the greatest extent possible. BMS shall also notify the Commissioner in writing within ten days ofbecoming aware ofthe noncompliance orpotential noncompliance stating the date, time, and duration ofthe noncompliance, the reasons for the noncompliance or delay and all activities which BMS and its agents, employees and representatives took to avoid or repair the results ofthe noncompliance and prevent the noncompliance, and propose, for 

### the review and written approval ofthe Commissi"oner, dates by which compliance \vill be achieved, BMS shaH comply with any dates, which may be approved in writing by the Commissioner. Notification by BMS shall not excuse noncompliance or delay, and the Commissioner's approval ofany compliance dates proposed shall not excuse noncompliance or delay unless specifically so stated by the Commissioner in writing 26. Submission ofdocuments, Any document required to be submitted to the Commissioner under this Trading Agreement and Order shall, unless otherwise specified in ''''''riting by the Commissioner, 

### be directed to: Mr. Michael LaFleur Department ofEnvirorunental Protection Bureau ofAirManagement Compliance and Field Operations Division Emissions and Credit Trading Section 

### 79 Elm Street Hartford, 

### Connecticut 06106

# InitialS~ /v 8**Bristol~Meyejs** 

### Squibb Company Trading Agreement and Order 8220
BMS consents to 

### the issuance ofthis 

### Trading Agreement and Order without further notice. The undersigned certifies that he/she is fully authorized to enter into this Trading Agreement and Order and to legally bind BMS to the terms and conditions oftheTrading Agreement and Order. Bristol-Meyers 

### Squibb Company 

## ,ssinger r C, 

### Type Name: Signature:**-/'""'''---,'-'''''''''''''U7f~-**


### Type Title: 

## Sr, Director Facilities Date: 

# <fIn

# iT/

....**~z,**


### Issued as afinal consent order ofthe Commissionerof Enviromnental Protection on

# *~ Z3 ,2001.



### Arthuyt. Cqu;) Conv:ms loner e.

# J'l 

# , ----- TOWN OF WALLINGFORD LAND RECORDS MluLED CERillIED MAIL, 

### RETURNRECEIPTREQUESTED Certified Document[Note: This sheet is not apart ofthe order and is only attached to the original order which is retained in separate DEP files which are accessible to the public with close supervision. The order mustbe mailed to the User by certified mail, return receipt requested. Ifthe User is abusiness, send a certified copy to the attention ofa person at the business.]
Certification ofMailing
0r:t

# C1/26/Cl, 2001, at 

# .:l

# A.M.~, I mailed acertified copy ofTracting Agreement and Order No. 8220 to the rollowing, by placing it in the [U.S. maillinterdepartmental mail]:

On ,2001, at A.M./P.M., 

## rmailed.aplain copy afTrading Agreement and Order No. 8220 to the following, by placing it in the [U.S. mail/interdepartmental mail]:

10