# Electronic Filing- Recived, Clerk's Office: 10/07/2013

BEFORE THE ILLINOIS POLLUTION CONTROL BOARD

ILLINOIS POWER HOLDINGS, LLC and 

### ) AMERENENERGY MEDINA VALLEY 

### ) COGEN, LLC; ) ) Petitioners, ) 

### ) AMEREN ENERGY 

### ) RESOURCES, LLC ) 

### ) PCB No. 14-10 Co-Petitioner, 

### ) (Variance- Air) 

### ) V. ) ) ILLINOIS ENVIRONMENTAL ) PROTECTION AGENCY, ) ) Respondent. )
NOTICE OF FILING To: ALL PARTIES ON THE ATTACHED SERVICE LIST Please takenoticethat today we have electronically filed with the Office ofthe Clerk ofthe Illinois Pollution Control Board a PETITIONERS' and CO-PETITIONER'S POST-HEARING BRIEF, copies ofwhich are herewith servedupon you.

Dated: October7, 2013 BROWN, HAY & STEPHENS, LLP. Claire A. Manning William D. Ingersoll 205 S. Fifth Street, Suite 700 P.O. Box 2459 Springfield, IL 62705-2459 (217) 544-8491 Fax: (217) 241-3111 is/ ClaireA. Manning ClaireA. Manning

SCHIFF HARDIN, LLP Renee Cipriano Amy Antoniolli 233 South WackerDrive, Suite 6600 Chicago, Illinois 60606 (312) 258-5550 Fax: (312) 258-5600



### ATTACHMENT---

# Electronic Filing -Recived, Clerk's Office: 10/0712013

BEFORE THE ILLINOIS POLLUTION CONTROL BOARD
ILLINOIS POWERHOLDINGS, LLC and AMERENENERGYMEDINAVALLEY COGEN,LLC;

AMERENENERGY RESOURCES, LLC Petitioners,

Co-Petitioner,

v. 

### ILLINOIS ENVIRONMENTAL PROTECTIONAGENCY, Respondent. 

### ) ) ) ) 

### ) ) ) ) ) PCBNo.14-10 ) (Variance- Air) 

### ) ) ) ) ) 

### ) )


### PETITIONERS' AND CO-PETITIONER'S POST-HEARING BRIEF On July 22, 2013, Petitioners, Dlinois Power Holdings, LLC ("IPH'') and AmerenEnergy Medina Valley Cogen, LLC ("Medina Valley"), and Co-Petitioner, Ameren Energy Resources, LLC ("AER") filed with the illinois Pollution Control Board ("Board") a request for variance relief from the 2015 and 2017 sulfur dioxide ("S02") 

### emission rate provisions of the lllinois Multi-Pollutant Standard ("MPS"), 35 

### 1ll. Adm. Code § 

### 225.233(c)(3)(C)(ii) and (iv), respectively1 

### The MPS applies to a fleet of seven coal-fired power plants (the "MPS Group") located throughout central and southern lllinois: Coffeen Energy Center (Montgomery County); Duck Creek Energy Center (Fulton County); E.D. Edwards Energy Center (Peoria County); Newton Energy Center (Jasper County); Joppa Energy Center (Massac County); Hutsonville Energy Center (Crawford County); and MeredosiaEnergy Center (Morgan County).

1Hereinafter, citations to the Board's regulations \vill be by section number only. 

### ?• u j 

### Page 1

### of53

# Electronic Filing- Recived. Clerk's Office: 10/0712013

Pursuant to an executed transaction agreement/ Petitioners intend to own these facilities upon a grant ofvariance in this proceeding. Both Petitioners will be signatories to the Board's Certification ofAcceptance ofthe requested variance. A proposed Certification ofAcceptance has been presented to the Board in Petitioners' and Co-Petitioner's Response to lllinois Pollution Control Board's Questions Set Forth In 

### Hearing Officer Order of September 12, 2013, filed on September 16, 2013 ("September 16 Responses to Board"). I. RELIEF REQUESTED 

### The proposed variance involves the same facilities, the same regulations, and the same requested relief as granted to Co-Petitioner AER on September 20, 2012, for this very MPS Group, in a prior Board variance proceeding. AER 

### v. IEPA, 

### PCB 12-126 ("AER Variance"). This proceeding is necessitated by market realities which led Co-Petitioner AER's parent company, Ameren Corporation, among other reasons, to exit the merchant generation business. Pet. at 4, Pet. Ex. I,LyonsAffidavit,**~6.** 

### Subsequent to that decision, Petitioner !PH entered the transaction agreement with Ameren Corporation, where !PH would acquire the equity interest in the five operating energy centers, and Petitioner MedinaValley would acquire the two shuttered facilities (Hutsonville and Meredosia). The conveyance to !PH is conditioned upon !PH receiving a Board-ordered variance materially the same as the AER variance. On May 2, 2013, AER, along with !PH and Medina Valley, moved the Board to reopen the PCB 12-126 docket and substitute !PH as the grantee ofthe variance reliefupon closing of the transaction. In 

### denying the motion, the Board stated that !PH must file a petition and demonstrate that !PH's compliance with a rule or regulation, requirement or order ofthe Board

2 The transaction agreement was put into evidence in PCB 12-126, as Exhibit B to the Motion to Substitute Parties, filed on May 2, 2013. The Petition requests that the Board take administrative notice of the docket in that proceeding. 

### Page 2 

### of53

# Electronic Filing -Recived. Clerk's Office : 10/0712013

would impose an arbitrary or unreasonable hardship AER v. IEPA, 

### PCB 12-126, 

### slip op. at I0 

### (June 6, 2013). 

### Consistent with the lllinois Environmental Protection Act ("Act"), the Board's rules, andthat order, the Partiesfiled thePetition. As described more fully in the Petition and at hearing, and reiterated herein, the same hardship factors that the Board analyzed in PCB 12-126 

### are presenthere, as to IPH and as to the employees and communities where the relevant energy centers are located. Uncontroverted evidence in this proceeding has established that, without the variance, plant closures ofone or
more ofthe remaining operational MPS Group energy centers are inevitable and would have to
occur by January I, 2015. 

### Tr. p. 28, 

### Ins. 13-23; 

### Pet. at. 24, 31-34; 

### Pet. Ex. 2, AlonsoAffidavit,



### A public hearing was held in this matteron September 17, 2013. 

### In addition to testimony presented by IPH,3 

### I07 

### persons appeared at the hearingto provide public comment in support of the requested variance. Those persons included: state legislators representing six legislative districts and from both political parties; the President of the Illinois AFL-CIO; the Energy Council Executive Director ofthe lllinois Chamber of Commerce; the President ofthe lllinois Energy Association; the Chief Operating Officer of the lllinois Manufacturers' Association; various representatives of state and local unions, including International Brotherhood of Boilermakers Locals 60 & 363, 

### International Brotherhood ofElectrical Workers Locals 702 & 816, 

### International Union of Operating Engineers Local 148, 

### Steamfitters Local 353, 

### United

3 At that hearing, !PH provided testimony of Dan Thompson, Vice President and General Manager of Dynegy Midwest Generation, LLC ("DMG") and !PH (Tr. pp. 17-31; Pet. Ex. 8) and expert "itnesses, George Bilicic, from L:v""rd Freres, an independent financial advisory and asset management firm (Tr. pp. 32-43; Pet. Ex. 9), andLisa .1N Bradley, Ph.D., DABT, and Vice President and senior toxicologist with AECOM Technical Services. (Tr. pp. 71-81; Pet. Ex. 12). Additionally, the follo\\ing persons, each ofwhom also filed Affidavits with the Petition, were present and made available for questioning to the Board and the !EPA: Mario Alonso, Vice President ofDynegy and !PH (Pet. Ex. 2) and Rick Diericx, Senior Director ofEnvironmental Compliance for Dynegy Operating Company (Pet. Ex.ll). 

### Page3 of53

# Electronic Filing- Recived, Clerk's Office: 10/0712013

Association ofPipe Trades District Council 34, Southwestern lllinois Building & 

### Construction Trades Council, and IL AFL-CIO; various local government officials, including the Mayors of Robinson and Newton, the Chairman of the Jasper County Board, the Executive Director of Crawford County Development, and the Superintendent ofJasper County Unit 1 School District; and over 75 employees (both management and union) from the operating power plants relevant in this proceeding, as well as those from existing Dynegy power plants: Baldwin Energy Complex (Randolph County), Wood River Power Station (Madison County), Havana Power Station (Mason County) and Hennepin Power Station (Putnam County). A list of all those persons who provided public comment at hearing urging the Board to grant the variance, and a summary ofthose comments, are attached to this Post-Hearing Briefas Exhibit I. The requested variance would do two things: (1) improve upon the environmental status 

### quo under the AER Variance; and (2) avoid the economic hardships arising from inevitable plant closures ifthe variance is not granted. The Board is fully authorized to grant the requested relief to Petitioners. On September 5, 2013, the Illinois Environmental Protection Agency ("IEPA") filed a Recommendation in this proceeding ("IEPA Recommendation"), as required by Section 37(a) ofthe Act. 415 ILCS 5/37(a). Importantly, the IEPA Recommendation concludes: The Illinois EPA agrees with Petitioners that there will be a continued net environmental benefit ifthe Board were to grant the requested reliefsubject to the terms and conditions contained in the Petition. The illinois EPA also does not believe that any environmental harm would result there from. (at**~79)** 

### Equally important in the context ofthis proceeding, theIEPA Recommendation also concludes: The Illinois EPA also recognizes that the economic viability of the Energy Centers is essential to the citizens ofthe local communities, school districts, and units of local government and acknowledges the adverse impact that plant closures would have upon the local communities, the local economies, and the State's economy. (at**~80)** 

### Page 4 of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

A. The Requested VarianceWill Continue to Provide a Net Environmental Benefit. 

### Specifically, as in PCB 12-126, the proposed variance would allow the Petitioners until January 1, 2020 to achieve the S02emission rate set forth in § 

### 225.233(c)(3)(C)(iii) and (iv)4 

### which, \vithout the variance, would be applicable to this seven plant MPS Group on January 1, 2015 and January I, 

### 2017, respectively. IPH and MedinaValley agree to accept all conditions of the variance deemed appropriate by tbe Board in PCB 12-126 and, as explained below, IPH has agreed to accept further conditions during the course of the underlying proceeding

- tbus assuring tbat, although not required by the Act in a variance proceeding, an environmental benefit is achieved. First, Petitioner IPH agrees to immediately operate the plants to achieve the same system- \vide rate deemed appropriate in the AER Variance (0.35 lb/mniBtu). As that rate is lowerthan what is required under tbe MPS from 2013

- 2015, tbe S02 

### emissions released into the atmosphere by the MPS Group in calendar years 2013

- 2020 will actually be less 

### tban tbose allowed under the MPS. In response to a question from the Board and in order to ensure a net environmental benefit is achieved during the expected duration of IPH's ownership, IPH proposes to accept a system-\vide cap on S02emissions of327,996 tons through 2020, reflecting

a 

### 7, 778 reduction 

### in S02emissions beyond what is allowed under the AER variance during this

same timeframe. September 16 Responses to Board. 

### See Proposed Variance Order, Conditions 1 and 6.Second, Petitioners agree that the electrical generating units at tbe Meredosia and Hutsonville Power Stations \viii notbe operated until after December 31, 2020. (The FutureGen

4 Section 225.223(c)(3)(C)(iii) requires the seven-plant MPS Group to achieve a system-\\ode S02annual emission rate of0.25 pound per million British thermal units ("lb/mmBtu") for calendar years 2015 and 2016 and Section 225.223(c)(3)(C)(iv) requires a system-wide S02annual emission rate of0.23 lb/mmBtu for calendaryear 2017 and each calendar year thereafter. 

### Page 5 

### of53

# Electronic Filing- Recived. Clerk's Office :10/0712013

project at the MeredosiaEnergy Center is exemptfrom this restriction.) As the Board reasoned in its September 20, 2012 Order in PCB 12-126, "there is no current regulatory requirement that these facilities must remain closed so granting the variance with such a condition would ensure that these two stations remain closed during the term ofthe variance." AER Variance Order, p. 57; 

### See ProposedVariance Order, Condition 2_ Third, duringthe course ofthisproceedingthe IEPA proposedthree additional conditions during the term of the variance to "ensure and enhance" the net benefit it agreed that the proposed varianceprovided. 

### See IEPA Recommendation**~79.** 

### IPH has agreedto accept all three conditions: (I) the burning oflow sulfur coal (0.55lb /mmBtu) at the E.D. Edwards, Joppa and Newton Energy Centers; (2) the operation ofthe existing FGD systems at the Duck Creek and Coffeen Energy Centers to achieve a combined S02 emission rate of at least 98 percent efficiency; and (3) the permanent retirement ofE.D. Edwards Unit 1 as soon as allowed by the MidcontinentIndependent Transmission System Operator, Inc. ("MISO"). Language, acceptable to the IEPA based upon post-hearing discussions, is proposed. See Proposed Variance Order, Conditions 3, 4 and 5. Fourth, on September

### 4, 2013, IEPA and 

### IPH entered into a Memorandum ofAgreement .("MOA")_ It includes the above-referenced commitment to retire E.D. Edwards Unit I and also includes additional environmental and energy efficiency benefits not a direct subject of this variance, such as implementation ofadvanced gas path technology at the Kendall Power Station and the permanent retirement ofthe airpermits at the Stallings and Oglesby Combustion Turbine Facilities. As the MOA states, these environmental enhancements reflect "Dynegy's ongoing commitment to help improve air quality in the State ofillinois." See IEPA Recommendation, Exhibit 2.
Page 6 of53

# Electronic Filing- Recived, Clerk's Office: 10/0712013

B. Completing the Newton 

### FGD Project 

### By the End ofthe Variance Period 

### Will Ensue a Continued Environmental Benefit. The requested variance will require Petitioners to continue with the compliance plan set forth in the AER variance, which set forth a construction schedule of flue gas desulfurization ("FGD") equipment at the Newton Energy Center ("Newton FGD Project"). As determined in the AER variance proceeding, the Newton FGD Project will allow the owners ofthe MPS Group to meet the MPS rate at the end of the variance term. Here, IPH is poised to assume the compliance plan AER committed to last year and, despite arguments by the Environmental Law and Policy Center, Natural Resources Defense Council, Respiratory Health Association, and Sierra Club (collectively, the "ELPC") to the contrary, is well positioned to make this variance work. As IPH'sDan Thompson explained at hearing: I lead the due diligence efforts on the operations-related issues for this transaction. I 

### can tell you that Dynegy approached this transaction with the intention thatit succeed, that the conditions ofthe variance would be met, and that at the end ofthe variance period, compliance with the MPS would be achieved. !PH has been structured to succeed based upon informed views ofthe market and our understanding of the power generation market in Illinois and the adjacent markets. Dynegy's existing power generation fleet in Illinois provides us with a unique advantage, being able to operate the combined fleets more cost effectively than any other owner. 

### Given Ameren's intent to exit the merchant generation business, /PH'sproposedacquisition of AER'sfiveplantsprovides the bestand most certain future for these facilities, the employees, and the local comnumities. Among the most compelling reasons for the Board to grant this variance is the fact that IPH can actually finish construction of the Newton scrubber system. This project duct has already cost [AER] over $254 

### million. IPH has budgeted another $263 

### million for its completion. 

### In establishing Newton as the key to compliance with the MPS at the end ofthe variance term, the Board set this MPS Group on apath toward compliance it shouldnot nowreverse. Tr. pp. 25-27 

### (emphasis added).

Page 7 

### of53

# Electrllnic Filing- Recived, Clerk's Office: 10/07/2013

II. RELIEF REQUESTED BY PETITIONERS IS APPROPRIATEAND TIMELY The Petitioners are proper parties to whom the Board may grant variances as established by Board precedent, Board rules, and the regulatory paradigm that forms the basis of the underlyingMPS, as applicable to all seven power plants that constitute the MPS Group. A. The Petition is Procedurally Appropriate and Timely, as the Petitioners are Per·sons to Whom the MPS, Without the Variance, Would Otherwise Be Applicable. 

### The Board's regulations, at Section 104.202(a), provide that avariance may be sought by "[a]ny person seeking a variance from any rule or regulation, requirement ororder ofthe Board thatwouldothenl'ise be applicable to thatperson." 

### (emphasis added). Here, the Petitioners have demonstratedthat without a variance materially similarto the variance the Board granted in PCB 12-126, this MPS Group will not be able to meet the 2015 and 2017 S02 

### rates without the closureofa combination ofthe energy centers by January I , 2015. These facts make this Petition both appropriate and timely. Further, in 

### the Board's denial of the Petitioners' and Co-Petitioner's request to substitute parties responsible for the AER var.iance and its respective conditions on June 6, 2013, the Board invited IPH back before it stating:IPH may file a variancepetition consistent with Section 104.202(a) ofthe Board's regulations,· or make any other appropriate filing concerning the facilities consistent with this order. PCB 12-126 (June 6, 2013). This Petition is an appropriate and timely response to that order, and is necessitated by the very same factors the Boardfound appropriate one short year ago. Board precedent interpreting and applying the Act and Board procedural rules providethe authority for the variances to be granted in this proceeding. In 

### the past, the Board has provided the regulated community with the certainty it needs, and appropriate reliefwherejustified and
Page 

### 8 of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

allowed pursuant to the Act, in circumstances similar to the reliefPetitioners seek here. See Allied Chern. Corp. & Inverness Mining Co. v. IEPA, 

### Ill. PCB 80-92 Order (May I, 1980); Opinion and Order (June 12, 1980)5 

### The Board should soundly reject the comments of the ELPC, thatthis Petition is not timely as 

### !PH and MedinaValley are not the current owners ofthe plants. Nothing in the Act or the Board's rules requires or connotes such finding; 6 

### in fact, any such finding would ignorethe appropriate administrative posture here presented. Both entities to whom the MPS "would otherwise be applicable" are Petitioners in this proceeding

- as required by the very language ofSection I

### 04.202(a). Grantingthe variances is authorized by law and 

### will provide an overall benefit to the lllinois public. Respectfully, ifthe Board had found the petition requested reliefit is not empowered to grant, it could have dismissed the petition outright. 35lll. Adm. Code I

### 04.230 ("Dismissal ofPetition"). It

### did not. Further, lllinois case law and Board precedent support the conclusion that an entity may receive variance reliefbefore it legally owns the facilities subject to regulation. Contrary to the ELPC's repeated assertions, Ensign-Bickford 

### does not stand for the proposition that only the

owner ofa facility may seek relieffrom an otherwise applicable rule, regulation, requirement or order. PC# 2337, p. 21. The critical procedural problem in Ensign-Bickford 

### was that the purchasing entity there (Dyno Nobel, Inc.) was not a party to the motion so the Board had no
assurance that it would assume the obligations and liabilities ofany variance. Ensign-Bickford Co. v. JJ<,"P A, 

### PCB 02-159 (Apr. 3, 2003). No such problem exists here. Moreover, the Board has

' In Allied Chemical, Inverness sought a variance the Board had granted to Allied, who was at the time of the variance petition in the process of selling two mines in southern Illinois to Inverness. The Board fmm.d that Inverness would suffer substantially the same arbitrary and unreasonable hardship if similar variances were not fanted to Inverness and it incorporated the Allied variance proceeding by reference.

The MPS will be applicable to !PH and Medina Valley once the two entities own the energy centers that comprise the Ameren MPS Group. Unlike in other environmental regulatory contexts, Title IX ofthe Act docs not use the tenns "m\ner" or "operator". Rather, under Section 37, "any person" to whom arule would "otherv.'ise apply" may seek avariance. 

### Page 9 

### of53

# Electronic Filing- Recived, Clerk's Office: 10/0712013

previously granted variance reliefto petitioners which did not own the facilities in question. Ill. 

### Petroleum Marketers Assn v. lb'P A, PCB 95-3 (May 4, 1995) (variance relief granted to Petitioner lPMA on behalfof 157 facilities); LamplighterRealty & 

### Dev. Co. v. IEPA, PCB 83- 157 (Jun. 5, 1986) (Board held the variance relief was transferable to a prospective purchaser who had entered into an agreement with thepetitionto purchase the subjectproperty). Further, no hypothetical situation is present here and no advisory determination is sought Rather, the Petitioners here present have responsibly executed a very real transaction agreement which requires a Board determination that the arbitrary and unreasonable hardship found by the Board in PCB 12-126 is just as relevant to these energy centers and their employees and the communities they support, and to lPH, as they were in PCB 12-126. There is no reason to presume, as the ELPC urges the Board to do, that in approaching this transaction the parties would have (or should have) thought that the Board would reverse the course toward compliance it set for this very MPS Group last year - given the very real hardship such decision would represent This is especially true since the transaction needed to considerthe very real costs (and obligations) associated with required completion ofthe Newton FGD Project as the method of achieving compliance. As explained in the Petition and at hearing, no other buyer could be expected to achieve compliance with the MPS without the closure of one or more of the operational plants. The ELPC is simply wrong to assert that the Petitioners here seek an advisory detennination from the Board

- or that the Board should dismiss this matter on that basis. First, its citation to language from a Board procedural rule revision docket to stand for such proposition is misplaced. See In theMatter ofRevision of the Board'sProceduralRules: 351/l.

Page 10 

### of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

Adm. Code 101-130, 

### PCB 97-8 (Oct. 3, 1996)7 

### Second, no bad precedent will be established here. Granting the requested variance will apply only to the Petitioners and the seven coal-fired energy centers at issue. The Board grants variance reliefin its quasi-judicial capacity based on specific findings offact on a case-by-case basis. 8 

### As for these Petitioners, the unique set offacts demonstrates that this variance request is in no way hypothetical or advisory and is in every
sense a true case or controversy. ThePetitioners are not asking the Board to answer the question ofwhether it would grant the requested variances 

## if the transaction occurs, they are respectfully asking the Board to grant reliefthat will become effective only when 

### the transaction closes and

an executed certificate ofacceptance is filed with the Board. 

### See Objection, p. 4. In 

### a variance context, it is the Board's Certificate of Acceptance that represents finality as to variance petitioners. Moreover, the fact that Federal Energy Regulatory Commission ("FERC") approval is required prior to ownership transfer should be no impediment to a Board decision on this variance, as the Board has previously conditioned variance orders on required federal approvals. 

### See City ofW Chicago v. 1EPA. 

### PCB 85-2 (Sept. 5, 1985) (Board variance order contingent on either the amendment of a consent decree or a USEPA approval of a permit modification). Further, no prejudice has been alleged, or can in good faith be asserted here, by the granting of any conditional relief Petitioners here respectfully request that the Board not be swayed by the unwarranted and imprudent procedural roadblocks the ELPC attempts to throw at the very important issues

1 In that matter the Board considered (and ultimately rejected) a rule that would allow for a type of advisory or declaratory rulingprocess. 8 For example, in Lamplighter Realty v. !EPA, the Board made no general finding about whether variance relief could be transferred, but rather clarified that any transferability issue should be addressed in future proceedings "to allow the Boardto make and articulate proper case-by-,;ase fmdings." LamplighterRealty, slip op. at 2. 

### Page 11 

### of53

# Electmnic Filing- Recived. Clerk's Office: ID/07/2013

brought, in good faith. Contrary to the ELPC's assertions that allowing this variance would be a "terrible precedent," such assertions misconstrue and ignore prior Board case law and the Board's acute sensibility of carefully tailoring each variance order and conditions to the record facts. Illinois courts recognize that in performing its specific duties, the Board has wide latitude to accomplish its responsibilities. See Freedom Oil v. Ill. Pollution ControlBd., 275 

### lll. App. 3d 508 (4th Dist. 1995) (citing

### Lake Cnty. Bd. of Review v. Property TaxAppealBd. of State of 

### Ill., ll9llL 2d 419 (1988)). 

### B. All Seven Energy Centers in the MPS Group Must Be Part of Any MPS Variance Analysis. TheBoard's analysis ofthis variance request must considerthe electrical generating units ("EGUs") at all seven energy centers in the Ameren MPS Group, not just those that IPH will acquire. The Petitioners fully analyzed the context and background ofthe MPS in their Petition, at Section LA. Without citation to any legal authority or regulatory argument, Mr. 

### Gignac objects to the inclusion ofMedina Valley as a Petitioner, suggesting such to be a fiction. PC# 2336, p. 2. Mr. 

### Gignac also suggests, wrongly, that the Petitioners and Co-Petitioner ignored the "instructions" oftheBoard found in its June 6, 2012 Order; rather each asserts that they have respectfully followed that order, in the context ofthe regulatory paradigm which is theMPS. The numeric emission rates that are the core structure oftheMPS were calculated basedon einissions from the group of seven plants, on a system-wide basis, to achieve the progressively declining MPS emission rates9

9 In adopting the 2015 and 2(H 7 rates for the Ameren MPS Group, the Board described the "affected**sources''~** the "seven coal-fired po\Yer stations**a~** the Coffeen Power Station in Montgomery County, the Duck Creek Power Station in Fulton County, the E.D. Edward Power Station in Peoria County, the Joppa Power Station in Massac County, the Hutsonville Power Station in Crawford County, the Meredosia Power Station in Morgan County, nnd the Nev,ton Power Station in Jasper County." In the Matter of: Amendments to 35 Ill. Adm. Code 225: Control of Emissions from Large Combustion Sources (MercuryMonitoring), R09-l0, slip op. at 14-15 (Apr. 16, 2009). 

### Page 12 

### of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

Mr. Gignac's comments simply ignore the regulatory development and construct ofthe MPS and its "system-wide" applicability. The Petition is appropriate based upon the regulatory structure and legal interpretation put forth by one of the key architects of the MPS, lllinois EPA. 10 

### There is no question that the MPS is a unique regulatory structure. As explained in AER's Briefin Response to Comments (referred to herein as "AERResponse") also filed today, the MPS was first developed by AER with !EPA's technical guidance and expertise. Most importantly, the emission rates found within the MPS were calculated based on emissions from the group of seven plants, on a system-wide basis, to achieve the progressively declining MPS emission rates. Further, lllinois EPA has made clearthat compliance with the MPS emission rates will be the responsibility of both IPH and Medina Valley in what has been termed as a "joint and several" approach. Thus, both Mr. 

### Gignac's comments ("there is nothing Medina Valley would need to do to comply with the MPS and therefore no reason for it to be before the Board"), PC #2336, 

### p. 3, 

### and Ms. Bugel's comments (that they are "simply are not a factor in the MPS"), PC # 2337, 

### p. 18, 

### are flatly wrong and, obviously, are not arrived at from any discussions with the regulating entity, the IEPA. Not only is this contrary to the Agency's solid and clear interpretation, but it also flies in the face ofthe pervasive "once in always in" approach found in airpollution regulations, both federally andin nlinois. The objectors' approach also fails to recognize or accept that both Hutsonville and Meredosia have valid operating permits and would need to be part ofany variance reliefoffered for the MPS Group. As they remain subjectto enforcement as part ofthat MPS Group, they are

10 The lllinois EPA obviously agrees with the approach taken by Petitioners and Co-Petitioner here and notes in**il~** recommendation that the composition of the MPS Group will not change if the variance request is granted. IEPA Recommendation,**~** 9 The IEPA also uses the tenninology "system-wide SO, annual emission rate" in describing the MPS**(cmpha~is** added). /d.,**~** 

### Page 13 

### of53

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

a valid and necessary consideration in any proceeding that seeks relief from the system-wide MPS rate. The MPS rates are based on the data and emission profile ofthe seven plants that opted in to the MPS in December 2006. Clearly, the Petition is appropriately designed so that the MPS Group as a whole is able to take credit for units that have been shuttered but still possess the ability and permits to operate. In 

### its September 20, 2012 Variance Opinion and Order in PCB 12-126, the Board appropriately recognized the systeltHI'ide 

### applicability ofthis rate-based rule, and concomitantly the appropriateness ofallowing credit for reductions on a system-wide 

### basis. The Board hit this issuehead on and found: [I]t appropriate to accountfor emission reductions achieved through not operating the Meredosia and Hutsonville stations in determining the effect ofthe variance on S02 emissions. The AER MPS Group includes seven facilities, including Meredosia and Hutsonville, and the overall S02 annual emission rates in the MPS apply to all the facilities in the AER MPS Group. It

### is significant to note the MPS does not restrict the AER MPS Group from employing any specific methods to reach the required emission rates. 

### Furthermore, there is 110 

### c11"ent regulatory requirement that thesefacilities nutst remain closed so granting this variance with such a condition would ensure that these two stations remain closed duringtheterm of the variance. [emphasis added]. PCB 12-126, at 56. The pointhere is that the above analysis does not change with a change in ownership as the MPS and theIEPA are blindto ownership, and there is no valid regulatory rationale for doing so. The key consideration is that, so long as Hudsonville and Meredosiaremain in this MPS Group, those facilities remain part of the equation to which the MPS rate applies. Thus, a reduction of emissions from one ormore ofthe plants in the MPS Group must appropriately be considered on
a system-wide basis, regardless of ownership. In 

### the context of a variance proceeding, as opposed to a regulatory proceeding seeking to revise the rule, the inclusion ofall owners ofthe MPS plants is not only appropriate, it is necessary.

Page 14 of53

# Electronic Filing- Recived. Clerk's Office : 10/0712013

III. THE PETITIONERS HAVE ESTABLISHED AN ARBITRARY AND UNREASONABLE HARDSHIP AND ARE ENTITLED TO RELIEF Section 35(a) of the Act provides that, "[t]o the extent consistent with applicable provisions of the 

### * * * Clean Air Act," the Board may grant individual variances where it is shown that "compliance with any rule or regulation, requirement or order ofthe Board would impose an arbitrary or unreasonable hardship." The petitioner bears the burden ofproof. 415 ILCS 5/37(a)(2010). A. The Board's Hardship Analysis Must Consider Not Only Hardships to the Petitioners butAlso Hardships to the Relevant Area and Economic Impacts. When deciding whether to grant or deny a variance request, the Board is required to balance the hardship ofcontinued compliance against the adverse impact the variance will have

on the environment. Marathon Oil Co. v. Ill. Envtl. ProtectionAgency, 242 lll. App. 3d 200, 206 (5th Dist. 1993). The party requesting the variance has the burden of establishing that the hardship resulting from a denial of the variance outweighs any injury to the public or the environment from a grant ofthe variance. 

### !d. See also 35 Ill. Adm. Code 104.238(a); t-7cco Glaco Corp. v. Ill. EnVII. ProtectionAgency, 186m. App. 3d 141,147 (1stDist. 1989). 

### Ifthe hardship outweighs the environmental injury, the evidence rises to the level of an arbitrary or unreasonablehardship. Marathon Oil Co., 242 

### Ill. App. 3d at 206. The Illinois Supreme Courthas held thatthe Board's decision to grant ordeny a variance is essentially quasi-judicial and, as such, is subject to a manifest weight ofthe evidence standard

on review. Monsanto Co. v. Pollution ControlBd., 67 m. 2d 276, 289 (1977). See also Ekco Glaco Corp., 186 TIL App. 3d at 147. A decision is against themanifest weight ofthe evidence if opposite conclusions are "clearly evident." Ekco G/aco Corp., 186 TIL App. 3d at 147.

Page 15 

### of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

In a case with facts quite similarto thosepresent here, the Illinois Appellate Court for the Third District reversed the Board's denial ofCaterpillar Tractor Co.'s ("Caterpillar") petition for variance, where the Board found Caterpillar failed to show that immediate compliance would constitute an arbitrary or unreasonablehardship. Caterpillar ]}·actor Co. v. Ill. Pollution Control 

### Bd, 48lll. App. 3d 655, 658 (3d Dist. 1977). As here, there was no evidence that persons living nearby suffered any injuries from the plant that would constitute sufficient evidence to outweigh the significant economic consequences ofaplant shutdown. The ThirdDistrict gave little weight to arguments related to air quality violations at monitoring stations located five toten miles from the Caterpillar foundry, as there was no evidence that Caterpillar caused or contributed to those air quality violations. 

### !d. Importantly, the Third District stated that "there is uncontradicted evidence that the only alternatives presently available to Caterpillar are to obtain a variance, to operate the furnaces without a permit in violation of law, or to shut down the furnaces." As such, the Third District held that Caterpillar established an arbitrary or unreasonable hardship and reversed the Board. The Board was also reversed, and a variance proceeding remanded, when it summarily dismissed a variance petition "on the theory that no arbitrary or unreasonable hardship [had] been 'shown."' See Material Sen>. Cmp. v. Pollution ControlBd., 

### 41 

### Til. App. 3d 192 (3d Dist. 1976). The court stated: [T]he petition for variance shows in paragraphs 18, 19 and 20 that an unnecessary and unreasonable hardship would be imposed ifthe variance is not granted. 

### In paragraph 18, the petitioner recites that 'the proposed variance would pose no threat or health hazard to the area. The plant is in a rural setting with farmland bordering west, north and east sides ofthe plant'. 

### In paragraph 19, it is alleged: 'The plant is the Sole lightweight aggregate manufacturer in the State oflllinois and serves over 200 companies in a 6 State area with a highly specialized aggregate product.' In paragraph 20 it is stated: 'The granting of a variance would spare the Ottawa-Marseilles area, an economically depressed area, the loss ofone ofits basic industries. The Plant employs 110 employees drawn from the Page 16 

### of53

# Electronic Filing- Recived, Clerk's Office: 10/0712013

Ottawa-Marseilles area and, in addition, generates employment from an additional I00 support industries which include trucking, barge traffic and rail operations in the above area. While paragraph 20 does not use terminology such as the Board recites, the clear import ofwhat is alleged is that, in the event the variance is not granted, the plant would be required to be closed down. The petition states: 'The granting ofthe variance would spare (the area) the loss ofone of its basic industries.' It 

### is also shown in paragraph 18 that the effects of granting the variance would not be harmful to the public, and in paragraph 19 it alleges the economic importance of the industry to the surrounding area. It 

### is thus apparent that hardship is alleged (thepossible closing ofthe plant), and that the hardship to both petitioner and the public would be arbitrary and unreasonable in light ofthe lack ofharm done by granting the variance and the importance ofthe industry to the economic welfare ofthe surrounding area. We do 11ot i11terpretthe 'hardship' referredto as bei11g exclusively restricted to the hardship occasio11ed to thepetitio11er, but that it also includes hardship to the area and considerati011 ofeco11omic effects of termination of production there. Marerial Sen'. Corp., 4Jlll. App. 3d at 192 (emphasis added). Thus, it is clear that in evaluating arbitrary and unreasonable hardship, the courts will require that the Board evaluate the hardships alleged to the community, the employees, and the

area economy - and balance those hardships against environmental injury or harm. The demonstrated hardships here come in many shapes and sizes

- and they are very real and quantifiable. These hardships most certainly outweigh any alleged environmental impacts, especially when the Petitioners are poised to assume the very same variance the Board found appropriatelastyear- with less emissions than allowed pursuantto that variance. 

### B. SignificantExisting Hardships Wa1-rant the Requested Relief. In large part, the Board already recognized the market hardships that underlie this proceeding: the adverse impact deregulation has had on niinois generators; the continued low power prices; the substantial capital expenditures required for compliance. PCB 12-126, Sept. 20, 2012 Opinion and Order, pp. 60-64. Those factors are again reflected below and, as the Petition explains, they have not changed for the positive in the last year. Moreover, the same Page 17 of53

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

financial ccnsiderations the Board addressed in PCB 12-126 

### as it relates to hardship continue to be relevanthere. 

### !d. First, the nearly $254 

### million investment in the Newton FGD Project may well be lost, as the nearly equal capital expenditure to finalize the project cannot be realized under the current state ofaffairs- without (a) the transaction and (b) the variance. Due to AER's limited financial

resources caused by depressed power prices and poor economic conditions over the past several years and its inability to obtain external financing, lPH will not be able to fund completion ofthe Newton FGDs in time to comply with either the 2015 

### or 2017 

### MPS S02 

### annual emission rates. Pet. Ex. 2, AlonsoAffidavit,**~24.** 

### Second, there are no better alternative& to MPS compliance as demonstrated in thePetition (at Section VI) and here, at Section IV. These considerations leadto the inevitable and unccntroverted ccnclusion that, without the variance, plant closures are inevitableby January 1, 20

### I5. 

### Pet. at. pp. 24, 3

### I-34, 

### Pet. Ex. 2, AlonsoAffidavit,**~8.** 

### ]. JPHandtlteMPS Group facesignificant financialhardships. The variance sought in this matter is for the same facilities and pursuant to the identical regulatory provisions applicable when the Board granted a variance to the current owner under similar macro-economic ccnditionsjust oneyear ago. lPH entered into this transaction having ccnducted a complete due diligence review. Circumstances wholly outside oflPH's control necessitate the variance. These circumstances include current market conditions creating depressed power prices, difficult eccnomic ccnditions, the inability to install upgrades in accordance with the 2015 

### and 2017 

### requirements, all ofthe similarhardships in place when the original variance was granted and, as well, the fact that the 12-126 

### Variance Order has set this MPS Group on the ccurse of meeting the MPS through the Newton FGD Project. lPH has independently substantiated the request for relief
Page 18 of53

# Electronic Filing - Recived. Clerk's Office: ID/0712013

before closing the transaction instead ofappearing before the Board after-the-fact. The hardship faced by IPH and the plants in the MPS Group is detailed in the Petition, and is further detailed below. Pet. §V, pp. 25-47. 

### i. /PH's structureisstmzdardin tlze utility industryandmanyotherbusiness sectors. 

### The transaction structure is one in which IPH, an entity legally separate from Dynegy, would acquire Ameren's equity interest in what is referred to as New AER. As is normal and customary in corporate transactions, Dynegy structured the acquisition such that New AER would be independent, self-sustaining, self-funding and economically viable on its own. 

### Affidavit ofGeorge W Bihcic**~5** 

### (Bihcic Affidavit), set forth as Exhibit 2. This is typically done to separate the risks and benefits of an acquired business from the buyer's other businesses, and so that the benefits of the transaction can be separately evaluated. 

### Id. Requiring businesses to "stand on their own" is common practice in the power and utility industry and many other industries, including banking, finance and insurance, as a way to manage the credit risk ofthe acquiring parent company and its existing subsidiaries from the risks ofthe acquired entity 

### Id.**~6.** 

### Recent notable examples oftransactions with non-recourse structures include Energy Capital Partners' acquisition of a portfolio of power plants from Dominion Resources and GenOn Energy's combination with NRG Energy. 

### Id. In 

### fact, the former Dominion Resources portfolio includes coal-fired and natural gas generation facilities in Illinois. The proposed transaction structure IS 

### common m corporate practice and effectively changes very little for AER. I

### d.**~l**

### 0.

Page 19 of53

# Electronic Filing- Recived, Clerk's Office: 10/0712013

ii. 

### !PHcapitalization willsustain tlte new operations andprovide a significant financial and environmental improvementfrom tlte status quo under tlte AERvariance. The capitalization secured by 

### !PH is sufficient to provide liquidity that will meet operating obligations. 

### !PH has committed to sustaining the previously initiated schedule for completing the Newton scrubber and possesses the capital necessary to support ongoing operations. The capital available will provide the ability to (a) continue construction of the Newton FGDs in accordance with the requested Compliance Plan; (b) maximize the existing FGD systems at Duck Creek and Coffeen; and (c) utilize low sulfur coal at Newton, Edwards and Joppa. The capitalization will be sufficient to support the activities necessary for operations of the power generation facilities, with over $220 million in cash and $160 million in working capital available at closing. 

### Id**~12.** Also, due to the transaction, AER's financial standing will improve, as there will be a benefit ofapproximately $75 million in annual operational synergies that Dynegy expects to realize, most ofwhich will be realized by 

### !PH. 

### Id The capital presently available is sufficient to continue operations ofthe plants provided the variance is granted. The variance is necessary to allow for the recovery ofpower prices, and for 

### !PH to accumulate the financial resources necessaryfor compliance while preservinghundreds oflllinoisjobs. 

### In the public comment submitted by Mr. David Johnson of ACM Partners (the "ACM Report"), Mr. Johnson posits that the post-transaction economic prospects for 

### !PH are weak. Accordingly, Mr. Johnson opines, Dynegy is not providing financial support to 

### !PH. This

erroneous conclusion constitutes an unreasonably pessimistic and cynical perspective on a transaction that presents a significant improvement from the 

### status quo under AER on both financial and environmental fronts for the MPS Group.
Page 20 of53

# Electronic Filing- Recived, Clerk's Office :10/07/2013

The ACM report claims that Dynegy has the "financial resources necessary to properly capitalize IPH in connection with its acquisition of the Coal Plants if it chooses to." Mr. 

### Johnson concludes, therefore, that Dynegy's decision not to financially support IPH is based on its realization "that the economic prospects for IPH post-acquisition are not good." While ACM alludes to Dynegy's "financial strength" (by pointing out, for example, that Dynegy is "coming offan impressively profitableyear in which it managed to show superior profitability despite a decline in revenue"), Dynegy actually generated negative net income in 2012, a year in which it emerged from bankruptcy, and continues to face meaningful near-term financial challenges, in light ofthe depressed commodity price environment. BilicicAffidavit,**~16.** 

### For example, in its most recent quarterly filing, Dynegy lowered its 2013 Coal Segment Adjusted EBITDA guidance by $70 

### million (from $60- 

### $85 million to 

### $(1 0)- 

### $15 million), citinglower realized power pricing and lowercapacity revenues, among other factors. Jd.**~16.** 

### While accurately highlighting Dynegy's "strengthened balance sheet" following its recent refinancing, Mr. Johnson ignores that the currently challenging commodity price environment requires Dynegy to maintain strong credit metrics to support its current credit rating and preserve its access to affordable capital. Jd.**~17.** 

### The structure ofthe transaction is based on Dynegy's own need for liquidity at a time of critical recovery and is carefully structured to well position IPH for ultimate recovery. Jd. Contrary to ACM's assertions that the post-transaction economic outlook ofiPHis weak, it is Dynegy's considered judgment that as energy markets stabilize, IPH will be able to accumulate the financial resources necessary to obtain compliance. Dynegy is not pessimistic regarding the post-transaction economic outlook for the acquired assets. In 

### addition to the expert opinions of George Bilicic of Lazard Freres & 

### Co., which support IPH's positive economic outlook for the MPS Group into the future, Fitch Ratings recently maintained its "Watch Page 21 

### of53

# Electronic Filing

-Recived. Clerk's Office : 10/07/2013

Positive" on Genco which was issued following the announcement ofthe transaction between Ameren and Dynegy. In fact, IPH would be a stronger, more viable business relative to AER under Ameren. Bilicic Affidavit,**~14.** 

### Among the most glaring deficiencies in the ACM Report is 

### Mr. Johnson's inexplicable argument for preservation ofthe status quo. 

### Specifically, the practical result ofMr. Johnson's suggestion that the Board deny !PH's requested reliefis the continued effect ofthevariance granted to AER 

### Mr. Johrison wouldhave the Board refuse IPH the same relief afforded AER merely one year ago affecting the same MPS Group under the same regulations. The only material difference is that IPH will be a better capitalized company which offers a greater net benefit to the environment than the status quo 

### under the AER variance and secures hundreds oflllinoisjobsin an uncertain economy. 2. 

### Plant Closures Will Devastate the Illinois Economy, Especially in Southern and 

### Central Illinois. The MPS Group supplies crucial economic support to the State ofUlinois, its workforce and affected communities throughout central and southern Ulinois. IPH retained Development Strategies to evaluate the direct and indirect economic impacts that each of the five energy centers has on the illinois and local economies, attached to the Petition as Exhibit 7. See 

### Pet. Group Ex. 7. Direct impacts include money spent on capital expenditures, operating costs, and salaries. Pet. at 18. Indirect impacts include the multiplier effect ofdollars spent on goods and services in the affected communities. 

### !d. The Development Strategies report shows that each plant has a dramatic impact on state and local communities 11 

### The following table, which

11 For example, AER makes the follm.ving direct expenditures in the primary economic impact region around the energy center: $160.5 million peryear al Coffeen Energy Center, $97.8 million per year at the Duck Creek Energy Center, $37.5 million per year at the E.D. Edwards Energy Center, $67.4 million per year at the Joppa Energy Center, and $90.3 millionperyearatthe Ne\\1onEnergy Center. See Pet. Ex. 7. 

### Page 22 of53

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

summarizes data from the Development Strategies reports, illustrates the economic importance ofthese plants to the State ofIllinois: 

### Cojfee11 Duck Creek Newto11 E.D. Edwards Joppa TOTAL ECONOMIC

IMPACT Output (Total Eco11omic $534,944.000$307,429,000$288,339.000 $108.118,000 $193.530.000 $1.432.360,000 

### Activity) EamilliJS $123,228,000 $66,590,000 $288.339,000 $29,941,000 $46,007,000 $554.105.000 

### DirectJobs at lzeEnergy 161 65 142 Ill 125 604 

### Ce11ter12 

### TotalDirect a11dIndirect 2.481 1.325 1.292 471 725 6,294 

### Jobs Infact, the estimated total economic impact exceeds $1.4 billion annually and over 6,200 totaljobs. The breadth and scope ofsuch impacts on the livelihood ofso many lllinoisans, and the severity ofthe hardship inevitably arising from plant closures withoutthe variance, cannotbe understated. One direct impact,job loss, is easy to quantify and that is why a key combination oflabor and industry leaders from across lllinois were at the September 17 hearing to speak to the Board in favor ofgranting this variance. As Mr. Mike Carrigan from Illinois AFL-CIO explained: the "plants support 6,294 Illinois jobs
... Collectively [the plants] have a total annual economic impact of$1.4 billion on the State ofIllinois. The facilities all in generate morethan 338 million in annual household earnings for Illinois residents." Tr. p. 97. Indirect impacts will also be felt. The adverse impact ofany plant shutdown extends far beyond the obvious loss ofpower generation ability, loss ofdirectjobs, and loss ofproperty tax

12 Table A only reflects employees \\TIO reside in Illinois. Some of the Energy Centers employ personnel from neighboring states. The total directjobs at the Energy Centers are as follows: Coffeen 162 employees; Duck Creek 66 employees; E.D. Edwards Ill employees; Joppa 176 employees; Newton 143 employees. Pet. Ex. 7, Group E<hibit. Page 23 of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

revenueD As Mark Bolander, Mayor ofNewton explained: "[o]urlocal restaurants, gas stations,

car dealerships, retail establishments and building contractors are heavily dependent on the business revenue generated by the employees and families of the Newton Energy Center who reside here." Tr. p. 60. Joe Luckett, a 31-year employee ofthe Coffeen Power Station whose father and grandfather also worked in southern lllinois coal-fired generation plants, relayed how importantthe varianceis to his community: We really need it for the central and southern lllinois small towns. All you have to do is drive through there and where the buildings are empty, if they're still standing

-- often times, my daughter refers to them as missing teeth. The downtown districts arejustreally getting very depressed, and we really need this. Tr. p. 129. Also, iffamilies are forced to leave the communities where the plants are located to find other employment, the communities will also lose the value that the spouses ofemployees provide to the community. For instance, the wife ofRob Faglia, an employee atthe Joppa plant, works at Southern lllinoisUniversity in Carbondale as the "only neurological psychologist in the southern region oflllinois." Tr. p. 

### 256. When discussing the impact ofa potentialjob loss, Mr. 

### Faglia stated thathis wife will move with him to anotherregion to find employment: She brings in millions ofdollars ofgrant money for that university, and the region relies on her helpful expertise. People come for 200 miles around to bring the kids to see her and get studies done, and she's going to go with me. I mean, ifI lose myjob, that's another impact. Tr. p. 256. These indirect impacts reach far into the community as well. As a I0-year employee of the Joppa plant explained, the plants and employees provide much needed assistance for charitableorganizations, such as United Way. Tr. p. 287.

13 For example, Development Strategies estimates the total economic impact ofeach ofAER's energy centers on the primary economic impact region around the energy center as follows: $388.5 million per year for the Coffeen Energy Center, $190.2 million per year for the Duck Creek Energy Center, $84.1 million per year for the E.D. Edwards Energy Center, $137.5 million per year for the Joppa Energy Center, and $211.2 million for the Ne\\1on Energy Center. See Pet. Ex. 7. 

### Page 24 

### of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

Further, public comment at hearing expressed the very real impact any plant closures would represent to lllinois, and to the communities and economies the MPS Group supports. The geographic territory affected by this variance request is a significant portion ofcentral and southern IJlinois. 3. Continued Operation ofthe Plants P•·ovides Necessary Tax Dollars to Local Governments and Schools. Local governments will suffer significant hardships as a result of any plant closures. Units of local government rely on these property tax revenues to provide all the necessary components of a safe community, like streets, police protection and utility services. Fire protection districts, library districts and community colleges also rely on the property tax
revenue. The plants generate a significant amount ofproperty tax revenue. Newton Mayor Mark Bolander explained that in Newton alone, the economic impact on local property taxes would equate a loss of $7,384,000 in local property taxes. Tr. p. 61; Pet. Ex. 8. The economic consequences are notjust numbers on a page. Those numbers reflect real impact, as Ronnie Douglas, a 25-year employee ofthe Joppa plant, explained, "[t]he loss on the Joppa plant would result in a huge negative effect on the local economy both through the direct loss ofjobs and payroll taxes and the trickledown effect on local businesses and vendors." Tr. p. 266. Ed Mitchell, Chairman ofthe Jasper County Board, stated in his testimony that for Jasper County, the impact ofnot granting this variance would be devastating and destabilizing to the entire community. It's been calculated that there's about $55 million generated through this plant, and we just feel that the employees that are working there, the families, the whole community will be devastated ifthis variance isn't allowed'' Tr. pp. 63-64. Many legislators and employees that testified utilized the same terminology as Chairman Mitchell to explain the Page 25 

### of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

impact to their districts and communities should any of the MPS Group plants close: "devastating." Tr. pp. 64, 66, 116, 158,224,237,239,243,289, and 292. Further, the loss ofproperty taxes generated by the plants would be devastating for the school districts within the impacted communities. Mr. 

### Dan Cox, Superintendent of Schools for Jasper County Unit #1, provides the Board with direct insight into the importance ofthe Newton Power Station which represents over half of the school district's tax base, approximately $4 million. Tr. p. 66. Mr. 

### Cox's testimony further exemplifies the uniqueness ofthis particular area of lllinois, its distinction from the more urban areas in the northeast region, and the costs required for such necessary functions as public education. The district has I,400 students in preK through 12th grade. 

### It is the largest geographic school district in illinois, consisting of 462 square miles with buses traveling 3,435miles per day, which is I,200 miles farther than the drive from New York to San Diego, "and we do that each day." Tr. p. 65. Without the continued viability ofthe Newton Energy Center, it will be much harder for the school district to run those buses, and keep teachers in the classroom. 

### !d. C. ThePetitioners' Ha•·dship is Not Self-Imposed. 

### The Board's key considerations in granting a variance have always been focused on the nature ofthe hardship balanced against any adverse impact to the environment. Monsanto Co. v. Pollution Control Bd, 

### 67 

### DI. 2d 276 (1977). The determination of whether a hardship is selfimposedturns on the facts and circumstances ofeach case. Jll. 

### Power Co. (WoodRiver) v. !EPA, 

### PCB 73-483 (March 7, 1974) ("A hardship is self-imposed if a reasonable, prudent man in the

same or similar circumstances would not have acted the same way."). Unfortunately, the ELPC simply refuses to see beyond the proposed business transaction and fail to put the variance request in its proper context. In 

### reality, there are many more factors that contributed to AER's
Page 26 

### of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

showing that it would suffer an arbitrary or unreasonable hardship ifnot granted the variance. These factors still exist for AER and will also exist for !PH and Medina Valley upon acquiring the energy centers. The financial implications ofnot closing under the transaction agreement are but one component Other components included the unforeseen combination of regulatory uncertainty, declining power market prices resulting from the lingering recession, the fact that increased compliance costs cannot be recovered through rate charges, and historically low natural gas prices. Al'."R v. !EPA, PCB 12-126, slip op. at 60-63. None of these factors are specific to either AER or !PH and Medina Valley, and each ofthese factors will remain the same for any new owner ofthese energy centers. Just like AER, .!PH is a merchant generator that will operate the energy centers in a deregulated power market subject to the same unforeseen market circumstances thathave created afinancial hardship for AER. The ELPC's misinterpretation of case law case further illustrates its failure to see the larger context in.this proceeding and fundamental misunderstanding ofthe self-imposed hardship concept as a whole. PC# 2337, p. 6 (citing WillowbrookMote/rship v.JEPA, PCB 81-149 (Jul. 14, 1983), aff'd by Willowbrook Motel P 'ship v. !PCB ("Willowbrook"), 135 

### lll. App. 3d 343, 345 (1985)); !EPA v. Lindgren Foundt)' Co. ("Lindgren Foundry"), PCB 70-1 (Sept 25, 1970). The ELPC argues that the hardship born by IPH and Medina Valley would be self-imposed if they voluntarily purchase the seven operating energy centers and cite to the Willowbrook and Lindgren Foundry cases in support. 

### In fact, the hardship facing AER and then !PHupon closing under the transaction agreement is not self-imposed and is of a very different nature than the hardships found to be self-imposed in these cases. 

### In Lindgren the former owner ofa foundry operated it "in plain violation of the standards for particulate air contaminant emissions until financial difficulties forced its closing
... " Jd. The Air Pollution Control Board (which prePage 27 of53

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

dated the IEPA) issued a formal complaint against the former owner due to its failure to submit

an acceptable program for reducing emissions. 

### Jd. New owners (Lindgren) subsequently purchased the company and then (after purchase) filed a petition for variance, requesting that they be allowed to emit particulates in excess ofthe applicable regulation limits wbile installing control equipment. 

### !d. In balancing the hardship against the environmental harm, the Board minimized the petitioners' claimed loss, noting that no employees would lose wages. This was because the foundry had already closed. Moreover, the environmental harm from re-opening the foundry was well-documented. !PH is not seeking to reopen a closed business that is not in compliance with current standards. The ELPC would prefer that the Parties first complete the transaction before !PH and Medina Valley seek variance relief. Ironically, it is this sequence ofevents that the Board has found constitutes self-imposed hardship in 

### Lindgren Foundry and other variance proceedings. 

### DMI, Inc. v. !EPA, PCB 90-227 (Dec. 19, 1991). In 

### IEPA v. Lindgren Foundry, the Board warned "[a] petitioner may not bootstrap himself into a preferred position by spending money first and then claiming he has been injured." 

### Lindgren Foundry, PCB 70-1, slip op. at 8. Instead, based upon the same considerations that led the Board to grant the variance as to this MPS Group in the first instance, it seeks to implement the variance the Board granted -in order to allow for the completion of the construction of the Newton FGD Project that has been determined to be the key to compliance. The ELPC's argument that the present situation is the 

### exact situation that the self-imposed hardship standard is designed to protect against is simply without merit. Three months after its decision in 

### Lindgren, the Board revisited the concept of selfimposedhardship and, in granting avarianceto a fluorspar processingplant in Rosiclare, lllinois,
Page 28 

### of53

# Electronic Filing- Recived, Clerk's Office: 10/0712013

distinguished it on the basis of facts much closer to those present here. While the plant was operating in excess ofthe relevant regulatory limit, the Board allowed it time install pollution control equipment to bring the operation into compliance. 

### Ozark-Mahoning Co. v. Envtl. ProtectionAgency, 

### I1l. PCB 1970-019 (Dec. 22, 1970). Noting that emissions from the Lindgren plant had been wholly uncontrolled and nearly seven times those allowed, the Board found that Ozark-Mahoning, as here, was already in substantial compliance due to existing pollution control equipment andjust needed time to implement further equipment. The Board also noted that any hardship suffered in 

### Lindgren was thought to be self-inflicted because the new owners had purchased the business and investedtime and money with reason to knowthe closed foundry had been operating 

### in violation ofthe applicable law. 

### Id. Also important here, the Board stated that the degree ofhardship was greater in 

### OzarkMahoning because it presented the question ofclosing down an existing business. 

### I d. Although stating that it "will not hesitate to do this ifit becomes necessary," the Board recognized that the hardship ofthrowing 181 persons out ofwork is considerably more significant than the hardship in Lindgren, where the plant had been closed for some months and the issue was reemployment ofan undetermined number offormer employees. 

### Id. Here, policy and factual considerations overwhelmingly support agrant ofthis variance. Similarly, the Board granted a variance in 

### Rexam Medical Packaging, Inc. v. Illinois Environmental Protection Agency on facts like those here, declining to find a self-imposed hardship. TIL PCB 95-99 (Oct 19, 1995). 

### InRexamMedical Packaging, the petitioner requested

a variance from certain control requirements applicable to emissions ofvolatile organic material from its flexographic printing presses. 

### Rexam Med. Packaging Inc., 

### Til PCB 95-99, at I. The petitioner argued that the denial ofa variance would create an economic hardship leadingto loss
Page 29 of53

# Electronic Filing- Recived. Clerk's Office: 10/0712013

ofsales totaling approximately $11 million plus the loss of 75 jobs. !d. at 6. Additionally, its customers would have problems gaining alternative supplies due to product shortages and product shifting. 

### !d. The Board found that the environmental impact would be negligible and, when compared to the hardship petitioner would suffer, the petitioner presented adequate proof that immediate compliance with the regulations would result in an arbitrary and unreasonable hardship. 

### !d. at 6-7. As in Rexam Medical Packaging, the Petitioners in this proceeding did not create the economic hardship at issue. Rather, the market dictates the economics ofthe industry. Here, the Petitioners are seeking to adapt to that market in order to achieve the environmental controls deemed appropriate in PCB 12-126to achieve compliance with theMPS. While the Board has previously found that a hardship is self-imposed ifit is the result of the petitioner's poor decision making, none ofthose cases are applicable here. See Ekco Glaco Corp. v. Ill. Envtl. Protection Agency, 

### Ill. PCB 87-41 (Dec. 

### I7, 1987); Marathon Oil Co. v. Ill. Envtl. ProtectionAgency, 

### Ill. PCB 94-27 (May 16, 1996); WillowbrookMotelP 'ship v. 

### l/1. E.nvtl. ProtectionAgency, lll. PCB 81-149 (July 14, 1983). A thorough review ofthese cases, cited by the ELPC, reveals glaring differences between the poor business decisions made in those cases and the proactive business decisions made by the Petitioners in this proceeding to ensure compliance with applicable law. In Ekco Glaco CoryJ., the petitioner, Ekco Glaco, requested a variance extension for its used pan reconditioning line and new pan manufacturing line. Ekco Glaco Cmp. 

### ,.lll. PCB 87- 41, at I. The IEPA argued that any hardship which existed was self-imposed because Ekco Glaco's difficulties did not result from difficulties in compliance with the emission limits but, rather, were a consequence ofprior business decisions and delay caused by failed commitments. 

### !d. at 4.
Page 30 of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

By contrast, the hardship here results from the extraneous market and economic circumstances identified in the Petition and the MPS Group's consequent inability to comply with the 2015 and 2017 emission limits. Pet. §5, pp. 25-45. It does not result from any petitioner delay 

### in becoming compliant. Indeed, uncontroverted evidence demonstrates that AER has spent $1 billion in environmental control equipment for this MPS Group, with over $254 million on Newton FGD Project. Tr. pp. 19, 27. Further, the MPS Group is currently in compliance with all relevant federal and state standards, and is taking proactive measures to ensure that it will be compliance with the MPS 2015 and 2017 by requesting the variance found appropriate in PCB 12-126, so that it can assume AER's compliance plan. IPH undertook diligent planning ofthe purchase from Ameren because it is aware of the underlying hardship issues and the impossibility of being in compliance with the regulatory standards without the variance requested. Despite the ELPC's assertions to the contrary, it is also no "stretch" to distinguish 

### Marathon Oil Co. v. Illinois Environmental Protection Agency from the variance request here. There, Marathon did not petition the Board for variance relief until eight months after it discovered its fluid catalytic cracking unit was out of compliance. 

### !d. The Board found that Marathon did not diligently seek timely reliefor make sufficient efforts to quickly comply. 

### Id. The Board concluded that Marathon's indecision for eight months as to how to correct the noncompliance was a hardship Marathon brought on itself. 

### !d. Unlike the petitioner in 

### Marathon Oil Co., Petitioners here are diligently seeking timely reliefbecause they know and understand the hardship faced by theMPS Group in becomingcompliant with existing standards. Finally, the ELPC's reliance on 

### Willowbrook Motel Partnership v. Pollution Control Board, 135 

### Ill. App. 3d 343 (1st Dist. 1985), is also misplaced. In 

### Willowbrook, the Board
Page31 of53

# Electronic Filing -Recived, Clerk's Office: 10/07/2013

declined to grant a sewerban variance to a developer ofa future motel on the subject property to
a sewage system that was on restricted status. The petitioner in Willowbrook 

### alleged onfy that a hardship would exist due to the financial loss and associated consequences of a single development project ifthe Board did not grant relief. The Board denied the variance, noting the environmental impact would be significant and that the petitioner failed to show that the loss of

an investment opportunity outweighed that impact. 

### !d. 

### In upholding the Board on appeal, the First District noted that the hardship was merely a temporary prohibition against intense development of the property and that the petitioner would lose only expected profits and incidental expenses. 

### !d. at 349. Contrary to what the ELPC argues, the First District did not find the insufficient showing merely because the transaction was conditioned on the variance being granted; rather, the petitioners failed to demonstrate that any arbitrary or unreasonable hardship outweighed the public interest in allowing development where improper sewage capacity exists. The ELPC simply fails to understand thatIPH and MedinaValley are not arguingthe hardship is purely financial or merely limited to the impacts of the transaction agreement. Rather, the hardship is an unforeseen and complex convergence ofcircumstances that is both arbitrary and unreasonable. It is due to this hardship that any owner ofthe Ameren MPS Group must seek

more time to comply with the MPS. Ofcourse, ifthe transaction does not close, the implications will exacerbate existing economic conditions. However, the Petitioners assert that the arbitrary

or unreasonable hardship that exists for AER prior to the transaction will be transferred to Petitioners along with the transfer ofthe facilities. On a broader note, in its arguments related to self-imposed hardship, the ELPC improperly focuses exclusively on the Petitioners and ignores the reality ofthe hardship to the

Page 32 

### of53

# Eh:!ctronic Filing- Recived, Clerk's Office: 10/0712013

public at large brought on by a challenging economic environment. This is exactly what the ThirdDistrict appellate courtin the MaterialSenices Corporation 

### case warned against: We do not interpret the 'hardship' referred to as being exclusively restricted to the hardship occasioned to the petitioner, but thatit also includes hardship to the area and consideration ofeconomic effects oftermination ofproduction there. Material Setv COI]J., 

### 41 

# m. App. 3d at 192. In 

### sum, no Board cases find that a structured good faith transaction such as that evident here represents a self-imposed hardship. IPH is acutely

aware ofthe applicable regulatory construct and, accordingly, undertook diligent planning ofthe purchase from Ameren to obtain the variance reliefnecessary to take ownership, complete the Newton FGD Project and offerthe best and most feasible path forward for the plants in the MPS Group, together with the local economies they support. That is not a self- imposedhardship. IV. THE PARTIES' REVISED COMPLIANCE PLAN PROVIDES THE GREATEST ENVIRONMENTAL BENEFIT UNDER THEMPS TO DATE. 

### Petitioners have performed an independent and exhaustive analysis of compliance alternatives, consistent with the Board's procedural rule at Section 104.204(e). See 

### Pet. at 51- 54. Additionally, Petitioners have examined the "proposal" set forth by 

### Mr. Mike Beyer, President and CEO ofForesight Energy, LLC ("Foresight") in public comment at hearing (Tr. pp. 161-164) and filed before the Board (PC#2000). Co-Petitioner AER also provides comment regarding thisproposal, from its perspective, in its Post-Hearing Comments. A. No Other Compliance Alternative is Economically Reasonable and Technically Feasible. 

### The range ofalternative compliance options and the consideration afforded them in PCB 12-126 are equally relevant to PCB 14-10. Pet. Ex. 8, ThompsonAffidavit,**~12.** 

### They have been reassessed by IPH in the context ofthis petition. As they have been sufficiently detailed in 

### the Petition, at 

### § VI, pp. 48-54, and were not the subject ofsubstantial public comment or Board
Page33of53

# EIE!ctrunic Filing- RE!civE!d, CIE!rk's OfficE!: 10/0712013

questioning, we provide only the following summary in this Post-Hearing Brief. First, Petitioners have analyzed whether curtailing plantoperations would accomplish compliance with the MPS 2015 S02 

### emission rate without the variance. However, this would require lPHto shut down a combination of the Newton, Joppa and E.D. Edwards Energy Centers. Pet Ex_ 8, ThompsonAffidavit,**~12.** 

### Here, since the fixed costs would be the same while the revenues were less, lPHcouldnot garnerthe necessaryfinancial resources to complete the Newton FGD Project and meet the strict emission standards required at the end ofthe variance period. 

### Id The Board found this argument persuasive in PCB 12-126 and the same considerations are relevant here. Where lPH is able to curtail operations, it has committed to do so (e.g., retirement ofEdwards Unit !). 

### Pet at 48-50; Petitioners' Responses to Board Questions filed Sept 5, 2013. Second, Petitioners' analysis here concluded that any different alternative control technologies than the Newton FGD are infeasible because they would cost more than the Newton FGD Project Pet at 50-51, Pet. Ex_ 8, Thompson Affidavit,**~16_** 

### The Board concurred with this finding in PCB 12- l26.and the economic infeasibility ofa change ofcourse toward alternative control technologies is now even more pronounced in light of the past and future capital investments already committed to the Newton FGD Project. Pet. at 50-51. Third, 

### lPH also considered firing natural gas as an alternative means of compliance_ For the detailed reasons set forth in the Petition, a conversion to natural gas wouldbe economically infeasible_ Pet at 51-54. B. Foresight Energy LLC's Proposal is Not an Option that Would Achieve Compliancewith the MPS. 

### Foresight proposes, with limited details, to fund the completion ofthe Newton scrubber project and recoup the investment with an embedded cost in a long-term coal supply agreement with Foresight for Illinois basin high-sulfur coal (3.5 percent sulfur content) at the Newton, Coffeen and Duck Creek energy centers. PC# 2000, p. 2. Foresight presents its proposal as Page34

### of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

"win-win" for the State of Illinois, the lllinois coal industry and the :MPS Group. Notwithstanding its facial appeal, the Foresight proposal is not a viable compliance alternative for operational, commercial, and financial reasons. Most importantly, the :MPS Group would not be able to achieve compliance with the :MPS S02 rate limit if high-sulfur Illinois basin coal were burned at the scrubbed Newton, Coffeen and Duck Creek plants. Affidavit of DanielJ. Thompson ("Thompson Affidavit'), set forth as Exhibit 3. Without considering delays needed to redesign the Newton scrubber system to use high-sulfur coal, it will take approximately two years to complete construction of the Newton scrubbers once construction activities ramp up. Jd.**~15.** As a result, under Foresight's proposal, the :MPS Group would notbe able to comply with the 

### 2015 :MPS S02 limit: all units at the Edwards and Joppa energy centers would need to be mothballed/shutdown for all, or at least

a significant part, of

### 2015, and likely longer, until the Newton scrubbers are operating. Jd. In addition, in IPH's analysis, in orderto meet the applicable :MPS S02 emission rate, several units at the Edwards and/or Joppa Energy Centers would need to be shut down or significantly curtailed oncethe Newton, Coffeen, and Duck Creek plants areburning high-sulfurIllinois basin coal. Id. From an operational perspective, the Foresight proposal is not viable. The configuration ofthe Newton scrubber does not contemplate the use of.high-sulfur Illinois coal. I d.**~~6,** 7. To date, more than 

### $250 million has been spent on the construction ofthe Newton scrubber and engineering is approximately 90 percent complete. As currently configured, the Newton wet scrubber systems are designed for coal with sulfur content ofup to approximately 1.3 pounds lbs/mmBtu and are guaranteed for 98 percent S02 removal using such design coal. 

### Id.**~6.** In stark contrast, Foresight's high-sulfur lllinois coal has a sulfur content ofapproximately 6.3 lbs
Page 35 of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

S02

### /mmBtu (i.e., at an assumed heat content of 10,800 

### Btu/lb, 3.5 percent sulfur content would be 6.3 lbs S02 

### /mmBtu). 

### !d. As a result, burning Foresight's high-sulfur lllinois coal would produce nearly five times the amount of S02 

### the Newton scrubbers are configured to treat. 

### !d. In 

### fact, the Newton scrubbers, as configured, would achieve approximately only a 20

### percent S02 

### removal efficiency

on high-sulfur illinois coal, instead ofthe 98 percent removal rate the Newton scrubbers would be able to achieve with low sulfur PRB coal. 

### !d. In 

### order to achieve the 98 percent removal design value with high sulfur lllinois coal, the configuration of the Newton scrubber system would have to be modified significantly to include an additional absorber tower for each generating unit. 

### !d.**~7.** 

### A preliminary cost estimate for constructing two additional absorber towers at Newton is $150 

### million, not including the material additional costs associated with adding and operating the two additional absorber towers (e.g., limestone storage systems, gypsum handling and disposal). 

### !d. In 

### addition, modifying configuration ofthe scrubbers at this time materially would escalate the engineering and construction costs to complete the Newton FGD Project and likely extend the time needed to achieve commercial operation startup ofthe scrubbers. 

### !d. Although these boilers were originally designed to operate on bituminous coal, both Coffeen boilers have received changes in equipment and controls since last burning exclusively high sulfur coal and, thus, would require lengthy outages and significant upfront capital investment in order to operate on only high sulfur coal. 

### !d. In 

### addition, the Newton and Duck Creek boilers have undergone changes, more extensive than those at Coffeen, to bum low sulfur coal. 

### !d.**~9.** 

### Theseboilers would also require lengthy outages and very large capital investments before they could operate burning only high sulfur coal. 

### Jd. The much higher sulfur content of
Page 36 of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

Illinois coal also generates significantly greater levels of corrosive products than lower sulfur PRB coal, which creates short-term and long-term damage to boiler and gas path systems. 

### !d. From a commercial perspective, the proposal from Foresight is not a viable alternative. Under current market conditions, delivered PRB coal is cheaper on a dollar per 

### mmBtu basis than is high sulfur illinois basin coal, notwithstanding the additional transportation and delivery costs. !d.**~14.** 

### The increase in costs would be approximately $4.13 per megawatt hour (i.e., approximately a 20 percent increase in cost). 

### !d. In addition to those extra costs and the additional significant additional capital investment that would be neededto bum illinois coal, the

use of high-sulfur Illinois coal would increase annual O&M expenses associated with the Newton, Coffeen and Duck Creek scrubbers because much larger quantities of limestone to
remove the higher quantities of

### S02 

### in the coal would be needed. 

### !d.**~II.** 

### Foresight's proposal also ignores the fact that AER committed to burn ultra-low sulfur PRB coal as part of the compliance plan in the existing variance. 

### !d.**~I**

### 0. 

### Ifthe Foresight proposal were accepted, several low sulfurPRB coal supply contracts for 2014 would need to be terminated, thereby incurring financial penalties 

### !d. In addition, Newton, Coffeen and Duck Creek each have existing long-term multi-year rail agreements to transport coal that are destination specific. 

### !d. These agreements cannot be terminated without significant financial penalties. 

### !d. In addition, the Foresight proposal would essentially lend money to GENCO for completion ofthe scrubber project at Newton. 

### !d.**~13.** 

### The embedded cost ofthe investment would be charged back to Newton through above market coal prices. 

### Id. Debt covenants at GENCO prohibit additional borrowing. 

### !d. Foresight's proposal is essentially a borrowing activity, which would violate the covenants and put GENCO into default. 

### !d.

Page 37 of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

V. THE REQUESTED VARIANCE WILL ENSURE THE CONTINUED ENVffiONMENTAL BENEFIT AND COMMITMENT TO ENVIRONMENTAL PROGRESS OF THIS MPS GROUP; CLAIMS OF ADVERSE ENVffiONMENTAL CONSEQUENCE ARE UNSUBSTANTIATED AND MISPLACED The ELPC's argument that the variance would "confer a benefit to a handful of corporations, at an unacceptably high cost to the general public" ignores the achievements ofthe lllinois Mercury Rule and the MPS to date and the progressively stringent standards to which the MPS Group adheres. This MPS Group has made drastic reductions in 

### 802, 

### nitrogen oxides ("NOx"), and mercury emissions overthe past decade. Tr. p. 74. With respect to 

### 802, 

### since 1990 the MPS Group has achieved a steady and significant decline in 

### 802 

### emissions across the fleet

-- 87% since 1990 and 51% overjust the last five years, and similar reductions have been achieved with respect to NOx. 

### !d. See table below:

0**+-~-,.....---,---,-----, -~--.,------,.....--+**  0 1990 2005 2006 2007 2008 2009 2010 2011 2012 -TotalS02Tons -CoalConsumption



### Page 38 of53

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

A. Environmental Achievements of this MPS Group Will Continue With the Requested Variance These reductions have been accomplished even while utilizing greater quantities ofcoal. This decrease correlates specifically to the increased use of low sulfur coal and the various pollution control equipment that has been installed on these plants. At hearing, Mr. 

### Dan Thompson presented a chart identifying all of the pollution control equipment that has been installed on the MPS Group to meet the Illinois Mercury Rule and the MPS, attached hereto as Exhibit 4. The total cost ofthese controls has exceeded $1 billion dollars. Pet. §VI, p. 57; Tr. p. 19. Similarly, Mr. Thompson discussed the pollution control equipment that has been installed at the Dynegy l\1PS Group ofplants, also exceeding $1 billion dollars

- and achieving a 90% drop in emission levels since 1998. 

### See Exhibit 5; Pet §VI,p. 57; Tr. p. 20). At hearing, employees from both Ameren and Dynegy attested to the environmental commitments and achievements they have witnessed from their respective companies and vantagepoints. As Prentice Carter (AER) stated: I started my career in 1987 at Central lllinois Light Company in the Environmental Department and, through a number ofmergers, I have become part ofAmeren. I've worked in engineering and operations positions through the years, and I've been personally involved in the installation, startup, and operation of pollution control equipment including -low NOx burners, over fire air, selective catalytic reduction, scrubbers, so I've been there through the years where we've made these improvements to our plants, and in recent years, I've had the opportunity to actually work at all ofour facilities in lllinois and meet the people there, and Ijust want to assure you that everybody I've worked with is dedicated to the work, to the environment, and the communities in which we live, and I respectfully request that the Board grant approval ofthe petition. Tr. pp. 109-110. Similarly, John Baker, a 30-yearDynegy employee stated: I've also been on the team of the check out and the commissioning of the scrubbers and also work with the guys on the daily operation ofthat. We're proud ofthat, not because we had to do that but because we wanted to do that Dynegy is a very responsible corporate citizen in the state, and I'm proud to be a part of that, and I'm proud to tell you all that
......... I remember 30 years ago what the Page39 of53

# Electmnic Filing- Recived. Clerk's Office: 10/0712013

stacks looked like, and I'm proud to see the change. Dynegy is going to move forward in apositive aspect to make these, and we're asking for a variance. We're asking for a little time to do that to get things engineered, designed properly, and move forward with that. Tr. pp. 200-201. 

### In keeping with the above corporate commitments, IPH has committed to finish construction ofthe Newton scrubber system. !PH has committed to achieve completion ofthe Newton FGD Project in accordance with the construction schedule the Board set forth in the AER variance. As Dan Thompson stated at the hearing: "given our expertise 

### in retrofitting our lllinois plants particularly at Baldwin and Havana with emission controls, we expect a seamless continuation ofthat schedule under !PHownership." Tr. p. 27. !PH will maintain a continuous program ofconstruction at the Newton Energy Center, on the schedule set forth in the proposed Board Order, so as to be in a position to have the Newton FGD Project completed and operational to meet compliance obligations. Pet. at Sec. IV(A). All major equipment components required to completethe Newton FGD Projecthave been procured. Engineering design will continuethrough 2014. 

### !d. 

### Field construction work will be staged so as to facilitate future construction sequencing as set out in the existing variance order schedule. !PH's commitments will result in compliance with the Ameren MPS Rule's final overall S02 

### annual emission rate (0.23 

### lb/mmBtu) beginning in 2020, 

### with installation and operation ofthe Newton FGDs. !d. 

### !PH has diligently undertaken the necessary planning to complete the Newton FGD Project with the requested variance relief. !PH's financial and operational commitment to complete the project on the current construction schedule unquestionably advances the long-term interests ofthe public andthe environment. Beyond the significant reductions in S02 

### emission levels already achieved in the MPS Group and within the rest ofthe Dynegy fleet in lllinois, 

### !PH also has committed to additional reductions and limitations that should be considered in this variance proceeding. As 

### Mr. Page 40 

### of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

Thompson testified (Tr. pp. 21-22), 

### IPH committed to the additional vanance conditions proposed in the IEPA Recommendation: operation of the FGD systems at Duck Creek and Coffeen at 98% S02 

### removal efficiency; bum only low sulfur coal (0.55 

### lb sulfur/mmBtu or less) at Edwards, Joppa and Newton; and permanently retire E.D. Edwards Unit I as soon as allowed by MISO. The Edwards Unit I retirement is also part of the MOA between IPH (and other Dynegy affiliates) and IEPA executed on September 4, 2013 (see 

### IEPA Recommendation, Exhibit 2), which additionally provides IEPA other environmental improvements that will assist in its air quality planning for the entire state, including installation of advanced gas path technology at the Kendall Power Station and permanent retirement ofthe airpermits for Stallings and Oglesby Combustion Turbine facilities. Mr. Gignac's comments filed on behalf of the Attorney General's Office acknowledge the proposed additional variance conditions but also suggest, without technical analysis, that the Board make annual mass emission caps a condition ofavariance, ifgranted. PC# 2336 at 7. The Board also asked Petitioners about an annual emissions cap in its questions presented in aHearing Officer order dated August 14, 2013. See 

### Petitioners' Responses, filed on September 5, 2013. 

### As Petitioners discussed therein, the concept ofannual mass emission caps runs directly contrary to the regulatory structure that is the MPS. See 

### Ex. 3, Thompson Affidavit,**~20** 

### The MPS S02 

### system rate approach allows affected units to operate more orless in any given year in response to market demand and other forces (e.g., weather, unit availability), so long as the MPS S02 

### emissions rate limit is achieved at the end of the calendar year. 

### Jd. In the context of this requested variance, this flexibility is important. Imposing annual mass emission caps would eliminate the operating flexibility intrinsic in the rate-based MPS regulatory structure. 

### Id. As such, an annual mass emission cap could significantly curtail plant and or unit operations and,
Page 41 

### of53

# Electmnic Filing -Recived, Clerk's Office: 10/07/2013

thereby, restrict the ability of

### IPH to generate sufficient revenues to fund timely completion ofthe Newton FGD Project. 

### !d. IPH recognizes that annual mass emission caps were part ofMidwest Generation's compliance plan in PCB 13-24. 

### !d.**~21.** 

### However, Midwest Generation proposed such as its particular approach to compliance with its own structured multi-pollutant regulation (the Combined Pollutant Standard or "CPS") and, accordingly, couldplan its operations and relief accordingly. 

### !d. Nonetheless, IPH has agreed, as requested by the Board, to accept as a condition ofits proposed variance order a requirement to reportthe annual S02

### mass emissions for the five operating power plants and continue to confirm the shuttered state ofthe other two MPS Group plants. 

### Id.**~22.** 

### Instead of an annual emissions cap, and in order to maintain the flexibility necessary to meet its obligations, IPH here proposes instead a tonnage cap on 802 

### emissions of327,996 

### tons

· from the fourth quarter of2013 

### through December31, 2020. 

### This would ensure a positive net

environmental benefit of 7,778 

### tons through December 31, 2020. See 

### Exhibit 5. The IEPA agrees that annual mass emission caps are not needed. !EPA's Response to Board's Question filed September 16,2013. 

### Mr. Gignac's comments also broadly suggest that the Board should reexamine a range of emission scenarios. PC# 2336 

### at 5-6. 

### As regards Petitioners' emission tables, the ELPC also challenges the baseline heat input values used in them, even though those heat input values have been used continuously as they relate to this MPS Group

- and were the very tables used by the Board in PCB 12-126, 

### as developed in consultation with IEPA in thatproceeding. Indeed, Petitioners' emissions tables were developed in this proceeding in consultation with the IEPA, once again, and the Agency believes the tables are appropriate. IEPA Recommendation,**~79.** 

### Despite this, the ELPC suggests that the only appropriate heat inputs are Page42of53

# Electronic Filing -Recived, Clerk's Office: 10/07/2013

the four most recent years, and cites to the recent Board variance granted to Midwest Generation. PC #2337 at 17

- 18. That case, however, does not provide a regulatory basis or precedent for this case. Rather, here the appropriate baseline years are the ones that were previously used for this MPS Group as developed in consultation with the IEPA. Transposing different baseline period from differentMPS Groups, such as Midwest Generation, is simply not appropriate in this proceeding. Respectfully, Petitioners also suggest that the ELPC misreads the Board's decision 

### in Midwest Generation. LLC v. !EPA, PCB 13-24 (Apr. 4, 2013), at p. 65, where Midwest Generation itself, as the petitioner, proposed to use the four most recent years as its baseline for its own purposes. Here, the more comparative example is, of course, PCB 12-126, where the Board approved the use ofthese very tables. Moreover, the four most recent years ofheat input for the Ameren MPS Group are not representative ofthe MPS Group's operations because recent years reflect depressed market conditions in which the units did not achieve typical levels of operations. In sum, the IEPA Recommendation concluded that ifthe variance reliefis granted at the requested system-wide S02 

### emission rate of0.35 lb/mmBtu heat input, with continued cessation ofoperations at Meredosia and Hutsonville, there would be a net environmental benefit. !d. This conclusion was reached even before factoring in the additional benefits that would be created by the additional variance conditions, the MOA reductions and the tonnage cap proposed by IPH. Reexamining of the emission scenarios as suggested by Mr. 

### Gignac is neither necessary nor appropriate. B. The ELPC's Technical Analyses are Flawed and Misplaced. Mr. 

### Andrew Armstrong of the ELPC, claims that the variance would have a negative environmental impact by allowing local exceedances ofthe !-hour S02 

### NAAQS. PC# 2337, p. 11. In 

### support of such claim, Mr. 

### Armstrong relies on air modeling impact analyses of the Page 43 

### of53

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

Edwards, Newton and Joppa Energy Centers as prepared on the ELPC's behalf by Mr. Steven Klafka of Wingra Engineering. The ELPC contends that the Klafka analysis predicts exceedances ofthe !-hour S02 NAAQS throughout each ofthe three plant's respective regions. Mr. Gignac similarly believes the Klafka analysis supports the view that the variance would

cause unsafe exposure to unsafe .levels ofair pollution longer for longer than would otherwise if compliance with the MPS were required. PC# 2336, p. 7. The claims are both misplaced and premisedon technically flawed analyses. Petitioners retained AECOM to conduct a technical review of the public comments related to environmental impact. This includes post-hearing comments ofLisa

### J. Bradley, Ph.D., DABT. See Exhibit 6. This exhibit includes, as Attachment A, a technical review ofthe Klafka analyses. AECOM's review, Technical Critique of RecentAir QualityModelingAnalyses of the Edwards, Joppa andNewton Plants (Sept. 30, 2013), was prepared by Robert J. Paine, C.P.P.N., Q.E.P., Associate Vice-President ofAECOM. See Exhibit 6, Attachment A. Mr. Paine is a noted air pollution and modelingexpert. His resume appears at the end ofExhibit 6, Attachment A. AECOM's critique found that the approach to modeling employed by Mr. Klafka "grossly overstates actual emissions from the three energy centers, as well as their impact on air quality" and that "the Klafka modeling represents a very conservative analysis that does not present credible results." Ex. 6, Attachment A at 1. More specifically, the AECOM technical review identifies several key flaws in the modeling analyses performed by Mr. Klafka resulting in an over prediction of emissions from all three plants. 14 For example, AECOM's technical

14 Notably, USEPA has not yet fmalized technical guidelines for proper use ofair quality modeling for purposes of assessing attainment and nonattainment areas with the !-hour S02NAAQS. As explained in the AECOM technical review, USEPA most recently released a draft document for comment on May 21, 2013 after numerous concerns were raised by USEPA's initial efforts to implement the !-hour S02 standard using air quality modeling, in contrast Page 44 of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

review found that the Klafka modeling did not use actual hourly emissions monitoring data, but rather used maximum allowable emission rates and peak actual emission rates. 

### !d., Attachment A at 6. This unrealistic methodology also was used in the Newton and Joppa modeling analyses and similarly over predicted emissions for those two Energy Centers. 

### !d., Attachment A at I0, 12. Importantly, the AECOM technical review found that by making appropriate technical adjustments, the modeling results show that !-hour S02 levels are below the NAAQS at each of the three Energy Centers. 

### Jd. Attachment A at 6, 10, 12. Thus, the AECOM technical review concludes that the Klafka analysis does not provide credible results. 

### Id., Attachment A at 13. Accordingly, contrary to assertions ofthe ELPC, the Klafka analyses does not demonstrate the requested variance will result in continuing localized NAAQS exceedances at Newton, Joppa and Edwards. Moreover, Mr. Armstrong's and Mr. Gignac's contention that requiring compliance with the MPS rule would address the !-hour S02 NAAQS is nothing more than a red herring. The Klafka analyses fails to demonstrate how changes to the MPS system-wide S02 annual rate limits would affect !-hour S02 concentrations at a specific station. Indeed, the environmental harm contention ofthe Mr. Armstrong and Mr. Gignac ignores the fact that MPS S02 emission limits are not intended to address short-term ambient air quality levels. Within the calendaryear compliance period established in the MPS S02 rule, the MPS allows units to alter their S02 emission rates as long as the MPS Group meets the MPS S02 rate limit at the end ofthe year. Thus, any single unit in the MPS Group can increase or decrease the amount ofS02 that it emits in response to changes in unit availability, coal quality, pollution controls, and market demand. The amount of S02 any MPS unit may emit over a short-term period is regulated by other

to actual ambient monitoring data. Ex. 6, Attachment A at 1-3. One of the key issues to be addressed in the modeling guidance is use ofactual emissions data as modeling inputs. Page 45 

### of53

# ElectronicFiling- Recived. Clerk's Office: 10/07/2013

emission limits designed to address short-term S02 concentrations, not the MPS system-wide annual S02limit. The contention also ignores the fundamental reality ofthe existing variance. Simplyput, as recognizedbytheIEPA, the requested variance will not cause any increase in S02 emissions over what is currently allowed. IEPA Response to Board Question, filed September 16, 

### 2013. Nor is the requested variance inconsistent with federal law. Short-term S02 emission limits needed to achieve the !-hour S02 NAAQS will be promulgated and implemented via a separate rulemaking process in accordance with a schedule established by USEPA. As stated in the Petition, !PH understands that the variance would not affect any emission reductions obligations imposed through the separate rulemaking processes addressing the !-hour S02 NAAQS. Pet. 

### §Vill, pp. 65-67. Importantly, the IEPA agrees: "The IEPA believes the granting ofthis variance will notjeopardize the State's obligations to attain and maintain the !-hour S02 NAAQS. This variance deals only with the requirement in question at the current time. Any

new rule mandating reductions in S02 will be addressed in a separate rulemaking proceeding before the Board. Variances for existing requirements do not affect any future rules." IEPA Response to Board Questions filed September 5, 

### 2013, at 

### 2. 

### C. TheP•·oposed VarianceDoes NotThreaten Public Health. The Petitioners presented Dr. Lisa Bradley, Senior toxicologist at AECOM, as its expert witness to provide (a) a Memorandum to accompany the Petition (Pet. Ex. 

### 12), (b) testimony at hearing, as needed (Tr. pp. 72-82); and (c) a follow-up report attached to this Post-Hearing Brief, addressing comments at hearing related to alleged public health impacts. See Ex. 6. Dr. Bradley is a nationally recognized toxicologist who holds a Ph.D. in toxicology from the Massachusetts Institute ofTechnology. She has 

### 25 years ofexperience in risk assessment and toxicology, and
Page46of53

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

is certified by the American Board ofToxicology. Her 11-page resume appears at the end ofthe AECOM Memorandum that was included with the Petition. See Pet. Ex. 12. Dr. Bradley specifically addresses the comments made by Ms. Bugel on behalf of the ELPC. First, Ms. Bugel argues that the variance "will allow a negative environmental impact" which she explains wouldbe "local exceedances ofthe 2010 NAAQS for S02" PC# 2337 at II. As Dr. Bradley explains, the approach used by the ELPC to reach this conclusion is fatally flawed, as it utilizes an approach not condoned by most recent U.S. EPA guidance. A detailed evaluation ofthe ELPC's air modeling is attached to Dr. Bradley's comments, as Attachment A, and is discussed in detail above. The modeling presented by the ELPC quite simply is "not evidence ofan air quality violation" and "should not...be relied upon for decision-making." Ex. 6 at, p. 2. Moreover, Dr. Bradley pointstothe more appropriate emission estimates, contained in Attachment A which will, she explains, "result in modeled compliance at all three ofthe plants" referred to by Ms. Bugel. See Ex. 6, p. 2. Further, Dr. Bradley explains that, in any event, the NAAQS themselves do not represent a threshold for adverse health effects, as appears to be the suggestion ofMs. Bugel in her comments. Dr. Bradley explains that the comments on this point reflect "afundamental lack of understanding
...ofthe concept ofthe concentration-response relationship and the difference between a regulatory standard and a biological threshold for adverse effects." See Ex. 6, p.2. To demonstrate why Ms. Bugel's thesis is incorrect, Dr. Bradley reviews the following: the concentration-response relationship for S02 inthe sensitive subpopulation ofinterest, asthmatics; the basis ofthe NAAQS for S02 ; and the recent data on 1-hour S02 concentrations in Illinois. See Ex. 6, pp. 2 - 4.

Page 47 

### of53

# Electronic Filing- Recived, Clerk's Office :10/0712013

Finally, Dr. Bradley also responds directly to 

### Ms. Bugel's point, at PC# 2337, p. 9, that

excess S02 

### emissions would transform into fine particulate matter PM2.5, thereby cause degradation ofair quality. First, this comment fails to recognize that there will be no excess 

### S02 emissions 

### over the variance period and, in fact, the compliance plan proposed with additional conditions will provide further assurance that there will be even less S02 emissions over the variance period. Second, Dr. Bradley refers to the analysis performedon this point as included 

### in the AECOM Memorandum in the Petition, Pet. Ex.12, as well as an expanded analysis which is included in herPost-Hearing Comments. Ex. 6, AttachmentB. In 

### conclusion, based upon her evaluations of this variance, Dr. Bradley expresses the expert opinion that the proposed variance is protective ofhuman health, and will not result in adverse health effects, even in ourmost sensitivepopulations. VI. THE REQUESTED VARIANCE IS CONSISTENT WITH FEDERAL LAW 

### The Petition properly concluded that the requested variance may be granted consistent with federal law. A discussion of the consistency was laid out in some detail regarding consistency with the federal Best Available Retrofit Technology ("BART") requirements, Cross State Air Pollution Rule ("CSAPR") (if it ever becomes effective), Mercury and Air Toxics Standards ("MATS") and theNAAQS. Pet. at 64-67. The IEPA has no disagreement on any of these issues, and as with the AER variance in PCB 12-126, the IEPA will submit this variance, if granted, to the USEPA for approval as an Illinois State Implementation Plan ("SIP") revision. See 

### Pet., Section X. The ELPC claims that the operation ofthree ofthe plants (Edwards, Joppa and Newton) already causes exceedences of the 1-hour S02 

### NAAQS. The claimed support for this is air modeling performed by Mr. 

### Steven Klafka on behalf of the ELPC. However, this is simply
Page 48 

### of53

# Electronic Filing -Recived. Clerk's Office: 10/0712013

inaccurate, and not relevant to this variance request, for a variety ofreasons as set forth above. Thus, consistency with the S02 NAAQS will also be had ifthis variance is granted. 

### See also !EPA Response to Board Question, filed September 16, 2013 (!EPA concludes: "[T]here is no increase in S02 

### emissions from the requested variance over what is currently allowed in the variance previously granted to Ameren. Therefore, the Illinois EPA does not need to rely upon any annual mass emissions cap associated with the requested variance for approval of a SIP revision."). Moreover, in its evaluation ofthe variance, as required by section 37(a) ofthe Act and Section 104.216 ofthe Board's rules, the !EPA did not indicate that the variance would be inconsistent with federal lawbut instead indicated an intention to submit the variance, ifgranted by theBoard, "for approval as a SIP revision" 

### See Section VII,**~~63-70.** 

### The Petitioners fully intend to show compliance with the 1-hour S02 

### NAAQS under a separate analysis, where relevant and as required outside the scope ofthis variance. 

### VII. CONCLUSION The requested variance represents the best path forward for the continued operation ofthe MPS Group in a manner that achieves environmental protection and allows time for completion ofthe Newton FGD Project that was the subject ofthe compliance plan in PCB 12-126. The requested variance is in the best interest ofnot only the petitioning companies, but also the State oflllinois, the communities where the MPS Group energy centers are located, and the employees who work there. Further, this Petition for Variance represents the Petitioners' and CoPetitioner's good faith response to the Board's June 6, 2013 Order in PCB 12-126, in which the Board required the requested variance to be filed as a separate matter andjustified independently in its own docket. Petitioners and Co-Petitioner believe they have done that, in its appropriate regulatory context: a variance from the 2015 and 2017 system-wide emission rates for one Page49of53

# Electronic Filing- Recived, Clerk's Office: 10/07/2013 ·

pollutant, S02. Further, all relevant parties are present here

- and have presented record evidence in the Petition, and at hearing, and in this Post-Hearing Brief that provides clear justification for the granting oftheir request, in accordance with the Act, the Board's regulations and priorBoard and court case law. While Petitioners and Co-Petitioner havejustified the hardships that will occur absent a grant ofthis variance, as they must, Petitioners and Co-Petitioner also very much respectthe role of the Board and wish to state unequivocally that this matter does not require the Board to choose between jobs and the
.environment This petition seeks relief at no demonstrated detriment to the environment and, in fact, results in an overall improved environment

- as evident from the enhanced compliance conditions proposed by Petitioner IPH and the fact that IPH represents the best path forward for ensuring the compliance initiative set in motion in PCB 12-126: completion ofthe Newton FGD Project while maintaining economic, employment and operational stability. 

### WHEREFORE, for the reasons set forth above, Petitioners ILLINOIS POWER HOLDINGS, LLC, and AMERENENERGY MEDINA VALLEY COGEN, LLC, and CoPetitioner AMEREN ENERGY RESOURCES, LLC, respectfully request that the Board grant the requested variance from the requirement that the seven affectedMPS Group facilities comply with a system-wide S02 annual emission rate of0.25 lb/mmBtu for the period from January I, 2015, through December 31, 2019, and from the requirement that they comply with a systemwide S02 annual emission rate of0.23 lb/mmBtu for the period from January I, 2017 through December 31, 2019. Specifically, Petitioners ILLINOIS POWER HOLDINGS, LLC, and AMERENENERGY MEDINA VALLEY COGEN, LLC propose the following VARTANCE ORDER 

### (see Attachment A).

· Page

### 50 of53

# Electronic Filing -Recived, Clerk's Office: 10/0712013

Respectfully submitted, ILLINOIS POWERHOLDINGS, LLC AMEREN ENERGY RESOURCES, LLC and AMERENENERGY MEDINA VALLEY COGEN, LLC

By: One ofits Attorneys BROWN, HAY & STEPHENS, LLP Claire 

### A. Manning William D. Ingersoll 205 S. Fifth Street, Suite 700 P.O. Box 2459 Springfield, IL 62705-2459 (217) 544-8491 Fax: (217)241-3111 cmanning@bhslawcom wingersoll@bhslaw.com By: One ofTheir Attorneys
SCHIFF HARDIN, LLP Renee Cipriano Amy Antoniolli 233 South WackerDrive, Suite 6600 Chicago, lllinois 60606 312-258-5550 Fax: 312-258-5600 rcipriano@schiffuardin.com aantoniolli@schiffuardin.com

Page 51 of53

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

ATTACHMENTA 

### The Board grants Petitioners, ILLINOIS POWER HOLDINGS, LLC and AMERENENERGY MEDINA VALLEY COGEN, LLC, combined dual variances for the electrical generating units in the Ameren multi-pollutant standard (MPS) Group from the applicable requirements of 35 Ill. Adm. Code 225.233(e)(3)(C)(iii) for a period beginning January I, 2015 through December 31,2019 and 35 

### IlL Adm. Code 255.233(e)(3)(C)(iv) for a period beginning January I, 2017 through December 31, 2019, subject to the following conditions: I. Illinois PowerHoldings, LLC (IPH) must assure compliance with paragraph 2 and must comply with an overall S02 

### annual emission rate of0.35 lb/mmBtu through December 31,2019, and beginning January I, 2020, must comply with an overall S02 

### annual emission rate of0.23 lb/mmBtu. 2. AmerenEnergy Medina Valley Cogen, LLC shall not operate the electrical generating units at the Meredosia and Hutsonville Power Stations until after December 31, 2020. The FutureGen project at the Meredosia Energy Center is exempt from this restriction. 3. Through December 31, 2019, IPH shall continue to bum low sulfur coal at the E.D. Edwards, Joppa and Newton Energy Centers. The combined annual average stack S02 

### emissions ofthese three stations shall not exceed 0.55 lb /mmBtu on a calendaryear annual averagebasis. 4. Through December 31, 2019, IPH shall operate the existing Flue Gas Desulfurization systems at the Duck Creek and Coffeen Energy Centers to achieve a combined S02 

### removal rate of at least 98 percent on a calendar year annual average basis. 5 IPH shall permanently retire the E.D. Edwards Unit I as soon as allowed by the MidcontinentIndependent Transmission System Operator, Inc. 6. IPH shall limit the MPS Group system-wide mass emissions of SOz to no more than 327,996 tons, through December 31,2020. 7. For each year through 2020, IPH shall report to the Agency the mass SOz emissions with its Annual Emissions Reports. For the purposes ofthis condition, the mass S02 

### emissions would be the combined tons ofS02 

### emitted by the five
Page 52 of53

# Electronic Filing- Recived. Clerk's Office: 10/0712013

operating power stations in the MPS Group: Coffeen, Duck Creek, E.D. Edwards, Joppa and Newton Energy Centers. 8. Regarding theFlue Gas Desulfurization project atthe Newton Power Station (I.D. No. 079808AAA) (Newton FGD project):

a. On or before July I, 2015, JPH must complete engineering work on the NewtonFGDproject. b. On or before December 31, 2017, IPH must obtain a new or extended construction permit, ifneeded, for the installation ofthe FGD equipment at theNewton Power Station.

c. On or before December 31, 2018, lPH must complete construction ofthe absorber buildingon the Newton FGDproject. d. On or before July I, 2019, JPH must complete steel fabrication of ductwork andinsulation activities on the Newton FGD project.

e. On or before July I, 2019, IPH must complete installation of electrical systems andpipingon the Newton FGDproject. 

### f. On or before September I, 2019, IPH must set major equipment components into final position on the Newton FGD project. g. Beginning with calendar year 2013 and continuing through 2019, annual progress reports must be filed with the Agency as to the status of construction activities relating to the Newton FGD project by the end of each calendar year. These annual progress reports must include an itemization ofactivities completed during the year, activities plannedto be completed in the forthcoming year, progress ofthe Newton FGD projectto comply with the timelines specified in this variance, and the estimated 

### inservice date. 9. Annual reports as required abovemust besubmittedto: nlinois Environmental Protection Agency Attn: RayPilapil, Manager BureauofAir-Compliance Section 1021 N. Grand Ave. East P.O. Box 19276 Springfield, IL 62794-9276 lllinois Environmental Protection Agency Attn: GinaRoccaforte, Assistant Counsel Division ofLegal Counsel-AirRegulatory Unit I021 N. Grand Ave. East P.O. Box 19276 Springfield, IL62734-9276

Page 53 of53

# Electronic Filing

-Recived. Clerk's Office: 10/07/2013

CERTIFICATEOF SERVICE I, the undersigned, certify that on this 7th day ofOctober, 2013, Ihave served electronically the attached PETITIONERS' and CO-PETITIONER'SPOST-HEARINGBRIEF, upon the following persons: John Therriault, Assistant Clerk Jllinois Pollution Control Board James R. Thompson Center Suite 11-500 I00 West Randolph Chicago, Illinois 60601 and by first class mail, postage affixed upon: Division ofLegal Counsel Illinois Environmental Protection Agency 1021 North Grand Avenue, East P.O. Box 19276 Springfield, Jllinis 62794-9276 Gina Roccaforte I021 North Grand Avenue P.O. Box 19276 Springfield, lllinois 62794 Faith E. Bugel Andrew Armstrong 35 E. Wacker Drive, Suite 1600 Chicago, Illinois 6060l

BROWN,HAY & STEPHENS,LLP ClaireA. Manning WilliamD. Ingersoll 205 S. Fifth Street, Suite700 P.O. Box 2459 Springfield, IL 62705-2459 (217) 544-8491 Fax: (217) 241-3111 lsiClaire A. Manning ClaireA. Manning
SCHIFF HARDIN, LLP Renee Cipriano AmyAntoniolli 233 SouthWacker Drive, Suite6600 Chicago, illinois 60606 (312) 258-5550 Fax: (312) 258-5600

# Electronic Filing -Recived. Clerk's Office :10/0712013

Rl4-10 Petitioner's PostHearing BriefExhibits ExhibitList ExhibitNumber Name/Citation Description I Ex. I, Public Comments SwnmaryofTestimony Supportingthe Swnmary ·<•i Variance Offered atSeptember 17, 2013 Hearing 

### 2 Ex. 2, Bilicic Affidavit Affidavit ofGeorge W. Bilicic 

# '· 3 Ex. 3, ThompsonAffidavit 

# . AffidavitofDaniel

### J. Thompson 4 Ex. 4, AER MPS Group AERMPS Group Emission Control Emission Control Technologies Technologies Chart Chart 

### 5 Ex. 5,**DynegyE~ssion** . DynegyChart ofEmission Control •• 

## '•• Control Technologies Chart •: Technologies·.· .Yic> '&,·, 6 Ex. 6, Post HearingComments PostHearingComments ofDr. Lisa ofDr. Lisa Bradley Bradley 6 AttachmentA Ex. 6 AttachmentA, AECOM ·· AECOM'sTechnicalCritiqueofRecent TechnicalCritique Air QualityModelingAnalyses ofthe



# . . . 

# .. ,>;::.''


### .

# . ;

## ... 

## .... Edwards, Joppa andNewtonPlants 6 Attachment B Ex. 6 Attachment B, AECOM AECOM'sAnalysis ofPMz.sNAAQS Analysis ofPMz 5NAAQS Compliance Issues for Monitors in the Compliance Issues Vicinity ofthe Edwards, Joppa, and Newton Plants

# .Electronic Filing- Recived, Clerk's Office: 10/0712013

Summary ofTestimony Supporting the Variance Offered at the Hearing before the Pollution Control Board

On September 17, 2013 for PCB Docket Number 14-10 Brandon Phelps Page 43 • State Representative, 118th District (Southern lllinois) 

### • In 2002 IPCB granted AER a variance from the MPS which was considered to be a "net benefitto air quality" and recognized the associated economic benefits • Variances materially the same as the one granted by the Board 

### in AER last Fall • Uncertaintyrelated to the future ofJoppa plant is "causing enormous amounts ofdistress to individuals and also to their families" • District "hit hard with state facility closings that the Governordid, especially Tamms" • Unemployment rate veryhigh • Lack ofinvestmentto supportthe needs ofthe community • Local school districts and municipalities struggling • Joppa Energy Centertotal economic impact to the state of$193.5 M, $46 M in annual household earnings for Illinois residence, $850,000 in local propertytax • Everybody is forjobs • We all loveclean air • 400 UnionjobsintheJoppa area • Vital to my District • Benefits will be lost ifa similarvariance is not granted to Dynegy and IPH • Cannot afford to losethesejobs • Bestpath forward to improve airqualitywhile protectingjobs and sustaining economic vitality Senator Forby Page 46 • State Senator, 59th District (Southern Illinois) • Joppa is in his District • To putpeople out ofwork in the highestunemploymentpart ofthe state would be terrible Wavne Rosenthal Page47 • State Representative, 95th District (Central Illinois) 

### • In full support ofthe variance petition filed byIPH • A Dynegy subsidiary currentlypending • Ifpetition is granted, IPH will provide certaintyto employees and communities throughout southern and central Illinois that count onmany economic benefit of continued operation ofthe AEREnergy Center • Without this variance, AERwill beforced to pursue otheroptions for its energycenters creatinguncertaintyfor the future oftheplants and thosewho depend on them-- individuals, families, business and communities not onlywithin my district by all across the state I

# Electronic Filing- Recived, Clerk's Office: 10/0712013

• Coffeen Energy is in Montgomery Countywhich has oneofthe highestunemployment rates in the state • Its livelihood is critical as demonstratedbyits total economic impact of$535 M for the State ofIllinois • Facility generates more than $123.2 Min annual household earnings for Illinoisresidents and intum supports schools, municipalities, emergency response organizations, and city governments across the state • Pays $3.8 Min annual local property taxes • Supports I ,513jobs in our local area includingthe men and women from the operating engineers Local 148 • Overall Coffeen supports 2,481 jobs in the State ofillinois • MyDistrict, as well as the State ofIllinois, will lose countless benefits should the IPCB not grant IPH's request • Dynegy has stepped up to support much needed Unionjobs and economic activity throughout Illinois • Through proposed sale "committingto do what theycan to help AERplants operating within illinois and have already spent approximately $1 billion on environmental controls" • Lastyear, this Board saw fit to grant AER'svariancerequest recognizing boththe environmental and economic benefits ofdoing so • I wouldurgethat the Board continueto do the same for IPH'spetition so thatthemany benefits provided bythe AER facilities inmy District are not lost • Considering the importance ofthis petition, I fully support the IPH Petition for TemporaryReliefas "thebestpath forward for improving air quality while protecting the muchneededjobs and the economic benefits we depend on" Senator Andv Manar Page 50 • State Senator, 481h District (Central Illinois) • Coffeen is located in my District, southern Montgomery County • Coffeenprovides an "immenselevel ofeconomic securityto individuals, families and communities situated within myDistrict and across the region and downstate" • Last yearthis Board saw fit to grant AER's variance request recognizingboththe environmental and economic benefits ofdoing so. I'mhereto urgethe Board to do the same foriPH • July 2013, unemployment rate in our state is 9.2% • Montgomery Countyhas traditionallybeen the county in the state with the highest unemploymentrate • Losingthis private employerwould be detrimental not onlyto MontgomeryCountybut to the entire state • All 

### 5plants provide "certaintyto the employees and the communities inthe central and southern portions ofour state that count on economic benefit ofthe continued operation ofthese facilities" ·



### 2

# Electronic Filing- Recived, Clerk's Office: 10/0712013

• When Iwas onthe County Board (Chainnan inMacoupin County) we lost two coal mines in 2007 and 2008 and that corresponded to "25 cents onevery $1 ofourrevenue to county government" • We had to manage ourway through that crisis: services suffered, local businesses suffered, andthings took a spiralingpathtowards the bad side • A vibrantbusiness climate is essential for the residents in ourcommunities and eventhe prospects ofpotential shut-downs could stifle economic growthinthe further developmentofthe industryinboth centraland southern Illinois • I'vemet with Dynegymanytimes and "theyhave givenme their commitmentthat they are doing whatthey can to keep AERplants operating within the state. Alreadythey have spent approximately $1 billion on environmental controls." • "I'vereviewed the request, and I believe that it isboth economically and environmentally responsible." • Variance "ensuresreduced emissions and high environmental standards that are in place while also protectingthe economic livelihoods oflllinois families in aplace thatneeds it desperately." • As the State Senator ofIllinois' 481h District, Ipledgemy support for the request and believe that it is the bestpath forward to improve airqualitywhileprotectingjobs and sustaining economic vitality inthe state 

### Brad Halbrook Page 54 • State Representative, l!Oih District (in East Central Illinois) • Coles, Cumberland, Clark, Crawford, Lawrence and Edgar • Expresses support for varianceto the MPS standard • Seeks similarlyreliefto that granted Ameren in 20 12 • Committed to complying and fulfilling the obligations underthatvariance • Urge the Board to grand the same reliefto IPH so that the manybenefitsprovided byits facility are not lost in the state • The 5 energyplants provide an immense level ofeconomic security to individuals, families and communities situatedwithin some ofthemost economically devastated areas ofthe state • Newton EnergyCenterin Jasper County adjoins myDistrict on the west • The individuals, families and businesses within myDistrict have notbeen "immuneto the trying economic times dealing withthe high unemployment, now newjobopportunities, and the lack ofinvestments supporting thesepeople within the community, especially in regards to the local schools and municipalities." • Livelihood ofindividuals and families within myDistrict depend on survival ofthenew energy centerwhose total annual economic impact is over $288 M • Facilitygenerates over $72 Minhousehold earnings for Illinois residents which them supports local schools, municipalities, emergencyresponse organizations and city governments • Pays over$7.5 M in local propertytax • Supports 738 localjobsand 1300jobsinthe state • Job security andjobcreation 

### 3

# ElectronicFiling- Recived. Clerk's Office : 10/0712013

• "A successful transfer ofthese plants to IPH offers thebest opportunity for theworkers, their families and our communities." • Without the variance, Ameren will be forced to pursueotheroptions for the AERcenters creatinguncertainty for individuals, families and businesses within my District as well as those around and throughout central and southernIllinois • Dynegy is committedto doing what it canto createplants operatingwithin Illinois • Dynegyis "anIllinois employerwith a strong environmental trackrecord" • Spent nearly $1 billion in environmental controls, whileAERhas also contributed $1 billion on environmental controls • Continue to pledge myfull support for IPH's request David Reis Page 57 • State Representative, I

### 09th District (Southeastern Illinois) • "We were herelast yearto offerthe same support for variance for Ameren. It made sense then. It makes sense now." • They're nottryingto get out ofinstalling anything, theyjustwantmoretimeto cashflow it and make sure it gets put in right • U.S. is 4% ofthe world'spopulation • Here in America we are doing things right but it has to make economic sense as well • The electric rates have gone down a lot. It's harderto cash flow these things. • I live about I0-12 miles from theNewtonpowerplant, I seehow muchmoneyhasbeen invested in the scrubber and they still got a ways to go and that's why they're asking for this variance, to allow time to get it installed, but we're going to get there, and it's going to be a very efficient and cleanburning coal fired powerplant. • Newton is the third newest coal fired powerplant in the StateofIllinois • Wehaveto be careful ifwe start shuttering or mothballingpowerplants as to where exactlywe're going to get ourpower, sothere's people from the CountyBoard, the School District, to talk about the importance and give you morenumbers MarkBolander Page 59 • Mayor ofNewton • Mayor for 8

### y, years • Newton is county seat ofJasperCounty • 2 Y, hours from here, Southeastern Illinois • Population of

### 3,000 • JasperCountyhas apopulation of 

### 10,000 • Newton EnergyCenter next to one ofthe bestbass fishing lakes inthe Midwest • Relyheavily on its presence inour area • Rely onthe good payingjobs, propertytax revenue and positive economic impact the Newtonplantbrings to our city and county • School district, fire protection district, ambulance service, law enforcement groups are effected very directly from propertytax revenueprovided bythe Newton EnergyCenter and the type ofservices andprograms they're able to provide and at what cost 4

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

• LosingNewtonwould not only crippleNewton andJasperbut have a huge impact regionally as well • Total economic impactonthe State ofIllinois $288,339,000 • Total annual earnings $72,371,000 • Local property tax $7,384,000 • Total supported Illinoisjobs in local area 739 • Total supportedjobs for Illinois residents I,292 • Directjobs 142 • This isjustNewton. I'mnot talking about the otherplants. I'mnot qualifiedtotalk aboutthe otherareas. • Ifthey would come downstate andvisitour areathey would "seeMotherNature in her finest" Ed Mitchell Page 62 • Chairman, JasperCountyBoard • Board voted to supportthe variance • Understands importance ofairquality • Amerenworking in good faith • Anticipate same with Dynegy • Jasper: 495 sq miles; 9698 residents • It is a farming community • Plant is second largest employer- second onlyto schools • Over Y, ofEA V ofthecounty • School districts: 50percent; county 20percent • Eastern CommunityCollege 16 percent • Rest to townships, fire districts, library, U ofI extension • Impactofnot granting the variance wouldbe to devastating and destabilizingto the entire community • $55 M generated through this plant • Countyboard did its part with cuts- 84FTE- 50 in ambulance, police and fire, health dep. ("we're heavyonhealth and safety") • We askyou to weighto options and consider "what impact would happen to the county andthe communityifthe variance is not granted" --again ask support Dan Cox Page 65 • SuperintendentofSchools, JasperUnit 1 • Largest geographic school district in state- 462 square miles. 1400 students • Buses travel3436 miles perday- 1200 further than from New York to SanDiego- each day • NewtonPower Station "avaluable neighbor" "Vital to the financial health ofour schools"

-- Y, oftax base at $4M • Largest employer (school) 200 employees • Since 2008, lost $2.1 M in combinedrevenue 5

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

o Potential closure ofplant as aresult ofvariance not being granted would be "devastating" o Representing ourmostprecious natural resource, ourchildren o Variance is crucial "so out children maytoo somedaybe leaders ofour communities and function as democratic citizens" Mavor Pethel Page 67 o Mayor ofRobinson o Representing city and city council o Recognizes 2012 IPCB-granted extension to Ameren for pollution control from Jan I 2015 through Jan I 2020 o Bestinterestto transfer variance from Ameren to Dynegy for so manypeople/families
o Was employed at Hutsonville
...was able to retire. Others transferred to Newton and Coffeen
... now injeopardy. "So it's very close to me .. My friends workthere. It'sjust not people that live in Robinson. They're myfriends" Bob Berty · Page 69 o Executive Director, Crawford County Development o Job is to bringjobsto lllinois. "Bringingjobs to Illinois is tough. It'stough." o Many ofthe learnedpeopleup herehave taken the entire view. I am looking at itjust from our standpoint. o In Crawford County, Hutsonville closed in 20II -adverse effects to employment and taxes. o Large industries dependuponNewton powerplant now. Michael Carrigan Page 95 o President ofIllinois AFL-CIO o Expressed continued support for !PH theirpetition for variance from the Illinois MPS which the board found to be "anetbenefit to air quality" and urges them to "recognize the associated and economic benefits." o IPH variance is materially the same as the one grantedbythe board to AER last fall and is a closing condition, a stipulation, a term ofthe sale from AERto IPH. o AFL is committed to fighting for worker's rights. o AERis akey employer o AER energycenters economic benefits to the State oflllinois and local communities are critical during this economic downturn o AER's energycenterstotal economic impact $1.4 billion, $338M in annual household earmngs o P plants paid $13.3 Minannual local property taxes and they support 6,294 Illinoisjobs o Critical to keep these employees working inthat we keep these economies afloat during these rough times
o Local economies and families not alone in economic struggle "corporations likeAER and IPH are also feeling the effects ofoperating in today's environment." 6

# ElectronicFiling- Recived. Clerk's Office: 10/07/2013

• Stakes are especiallyhigh for companies such as IPH due to the immense capital expenditures necessaryto complywith state and environmental laws. James Luckev Page 101 • Manager, Edwards Energy Station, Bartonville • 2,200 Commentsin Supportpresented • Similarto the request the Board granted last year • Criticallyneeded for central and southern Illinois • Ourpeople, communities, and thousands across illinois dependent onenergy centers • Diversity ofpeople • Haven't seen the recovery from the recession that northern Illinois and Chicago seem to enJOY • "We are real people
...We're leaders, we'reorganizations who care aboutour communities, our environment and our economy and oursupporters include: BoilermakersLocal 60 and 363, BrickJayers and Allied Craft Workers Local 8, Congressman Davis, Congressman Enyart, Congressman Kinzinger, Congressman Shock, Congressman Shimkus, the Crawford CountyDevelopmentAssociation, Harry Roland who is CEO and administrator ofthe Mason District Hospital, the Hennepin Business and BettermentAssociation, the IBEW Sixth District, IBEW Local 51, IBEW Local649, the JasperCounty Board, the Illinois AFL-CIO, the Illinois Chamberof Commerce, the Illinois EnergyAssociation, the Illinois Manufacturers Association, the Illinois Valley Area Chamber ofCommerce and Economic Development, the Illinois Valley Building and ConstructionTrades Council, the Illinois Association ofHeat and Frost Insulators and Allied Workers Local!, the Illinois Association ofSheetMetal, Air, Rail and TransportationWorkers, the International Union Operating Engineers Locall48, the Iron Workers Local392, Jonathan Tollman, Superintendent ofthe Red Bud School District, the Laborers International Union ofNorth America Local 338 and Local I084, the Leadership Council from southwestern Illinois, and Lewis & Clark Community College. James McKinnev Page 105 • DirectorofOperations, Hayes PMC in Belleville • Union General Contractor specializing inmaintenance/capital projects for coal-fired powerplants • Works for bothDynegy and Ameren • Typical employment in-house 21- 1,500 during large outage • In 18 years, 13Mhours and over one billion inrevenue within the State ofIllinois • "Theissuethatbroughtus allhere is extremely important. It should notbetaken lightly. Eitherthe variance that hadpreviouslybeen approved for Ameren at their coal-fired facilities is approved for Dynegyorwe should be prepared for even more economic problems for our state." • "Withoutthevariance, powergeneration capacitywill beeliminated andthousands of jobsacross the state lost. Theeconomic cratercreated will notbe easyto climb outof for the towns and communities impacted. Loss inpowergeneration could leadto


### 7

# Electronic Filing -Recived, Clerk's Office: 10/07/2013

blackouts and hear-related illnesses and even deaths that can accompany such events. The overall impact will be far reaching." • Degree inchemical engineering and understand the environmental concernspresented by the opposition. Dynegyhasproven to be a good steward ofthe environment. They spent abillion dollars on installingpollution control equipment at various sites, II baghouses and eight scrubbers to name aportion. • Takenon the responsibilityto loweremissions and to improve ourcommunities. Albert Martos Page 107 • Ameren Employee, Morton • Edwards for four years; Duck Creek for three and one halfyears • Veteran • Blessed to have worked for Ameren- looking forward to working for Dynegy • "considerthis variance for our sakes and for our families and communities" Brian Smith Page 108 • Dunlap, General Supervisor, Duck Creek • Inindustry for 19 years • "Youmade a very good decision inthe last variance decision, and I'masking that you weigh the options and make a good decisionthis time. Itis going to be for the betterment ofour environment as well as for the betterment ofourjobs and ourcoinmunities in Illinois." Prentice Carter Page 109 • Peoria • Started withCIPS in 1987 -through a numberofmergers ...becamepartofAmeren • Worked in engineering and operations • Personally involved inthe installation, startup, and operation ofpollution control equipment including low NOx burners, over fire air, selective catalytic reduction, scrubbers, so I'vebeen there through the years where we'vemade these improvements to ourplants, and in recent years, I'vehad the opportunityto actually work at all ofour facilities in Illinois and meetthepeople there, and Ijustwant to assure you that everybody I'veworked with is dedicated to the work, to the environment, and the communities in which we live, and Irespectfullyrequest that the Board grant approval of the petition. Tom Ruschmever Page 110 • Ameren Edwards Plant employee • Associated withpowerplants inCentrallllinois for 32 years • Seven years inunion, 25 years in management

8

## Electronic Filing -Recived, Clerk's Office: 10/0712013

• Hired in 1981 specificallyto clean the scrubber, monitor S02 scrubbermodules, and keep thesethings compliant "withthe regulations ofthe day" • We continue that process ofstaying in compliance, and we'vecontinuouslygotten better at it, so we've beeninthe business a long time so I'd like to makethat clear. Dennis Morgan Page Ill • General Supervisor- Edwards • 19 years in this position at Edwards; 22 years 

### in industry • Seen first-hand economic benefit ofhaving facility in Havana • Strong school district • It'smyhope that my grandchildren are afforded the same, so Iplease ask you to support thevariance, to supportcentral and southern Illinoisjobs. Alan Bogardus Page 112 • AmerenEdwards, Seven Years- Production Superintendent • Veteran • Last year I came whereyou listened to me ... a lotofgreatthings have happened, but the most importantthing that I want to talk to the Board aboutwas afterthat day, after that hearing, the trust that youput into me is the same trust thathas beenput into me for 23 years in the military. Itwas an exception. We went back and we carried that out every day with integrityand honor. We take yourrule and we hold it very dearly, and it'svery important to all ofus and the people out there. • Werecreate in these areas. We live in these areas, and it's oftheutmost importance that we value your decision and carry it forward with integrity and honor, and we'vedone that, and we will continue to do that ifyou grant this variance. PatFoley Page 113 • Ameren employee for 7 years in Peoria • Joined military in 1984. Retired from the navy in 2006. • Captain Maurice Joyce: whatevercomes up, whateverdecision you haveto make, do the right thing, you know, and it fits herebecause there's a couple ofthings you can do. • You can grantthevariance and get abetternetbenefit in atmospheric airand a cleaner environment and still maintainthe economic vitality ofthe communities • Oryou could not grant the variance and destroy all these communities and the schools around Newton that I was listening to, and I'm sure it would really hurtthem bad, but you wouldn't get any net benefit

### in the atmosphere orthe environment. • A netbenefit against really no benefit, economic vitalityoreconomic destruction. DO the right thing. Tom Hart Page 115 •**Liv~s** in Orland Park (apartment in Peoria)- AmerenEmployee 

### 9

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

• Perception ofbusiness community is that the State ofIllinois
...not conducive to do business here because ofyour rules and regulations. • Grantthe variance here to demonstrate the willingness ofthe State ofIllinois to work with businesses and develop the economic environmental reasons. GregRussell Page 116 • Director, Duck CreekEnergyCenter • Jn industry for 25 years, locally for the last 13, originally from the East Coast • You can lookout into the audience and see all the hard working men and women ofthese facilities • Wetalked and heard a lot about the economic impacts these facilities have inthe communities we serve from schools, businesses, the overall local economy, taxbases, and otherthings. • It'sno different in the Canton area for DuckCreek • A "devastating impactto the local community ifthesewerenot allowed to continue to operate in some form orfashion." • Like Allen Bogardus mentioned earlier, wetake ourjobs serious and ourcommitment serious • You havethatcommitmentfrom me and all thepeoplethatworkat DuckCreekday in and day out, 24 hours a day, 7 days a week, that's ourjob,that's ourcommitment, we take it serious • Families count on what we do, thepayroll and everythingthat goes on in Canton from the local community and schools, we doprovidethe necessarybenefitto the area, and we ask that you do grantthe variance request Kevin Largent Page 117 • Worked withAmeren and its predecessorcompany since 1989 (24 years) • The last 14 years at the DuckCreek facility • Companyhas allowed meto furthermy education through educationmatching • Allowed me to raise mytwo sons that are 17 and 14 and support myfamily • I would encourage theBoardto review all options and support the variance Curt Kooken Page 118 • 34 yearemployee ofthe Edwards station • Been in operations my entirecareer, all ofit atEdwards • "I am the person inside
...running the equipment, maintaining the compliances that have been established." • Halfofmydepartment will be there, in there, on Christmas Day working to provide electricity for ourcominunity • Ourcommunitiesrelyonthisplant for tax dollars or for the school • Please consider the variance and give itto Dynegy

10

# Electronic Filing -Recived. Clerk's Office: 10/0712013

Roger Look Page 119 • Supervisor, Ameren DuckCreek • The reality is that Amerenreally is not going to keep theseplants and the second reality is thatDynegy wants theseplants, and to keep these plants viable and running and people injobswe'regoing to haveto allow this variance to go through • People don'trealize what it takes to run a powerplant, theyhaveno idea • Invites Boardto tourpowerplant • Poople work inrough difficult conditionsnextto boilers that canbe 165 degrees, do this day in and day out and don'tdo itbecausetheywant to put pollution out into the system and hurt people. They do it becausewhen you go overto the light switch onthewall, you have electricity. o I appreciate the Sierra Club, but there are times when I feel theygo too far. • "Ifwe take awaythe coal fired plants in this country, none ofus are going to be using our electric instruments. Wewon'tbe using the lights, and we won'thave our air conditioners and ourfurnaces because you'll see the same thing California had back a few years ago." James Klenke Page 120 • Ameren employee for 13 years • Lifelong resident ofBond County • Bachelor's degree in Science and Environmental Biology • Involved in environmental complaints, monitoring, reporting and permitting • Operations lead inplacing two wet flu gas de-sulfurizationunits into service in Coffeen • The wet flu gas de-sulfurization units scrubbed the flu gas to remove sulfur dioxide • OurFTDs must bein service for ourboilersto be operational and ourFTDshaveproven to continuously remove greater than 98.9% ofthe sulfur dioxide • Proudto bepartofthis organizationthat takes this environmental stewardship seriously • I ask the Board to grant this variance thattheyhave alreadydetermined that will result in an environmental benefit and will sustainjobs, environment, communities and families 

### Joyce Lipe Page 125 • Hillsboro resident in MontgomeryCounty • Coffeenpowerstation employee for 32 years • My father was a supervisor at Coffeen so "Ihave powerplant inmyblood" • This employment gaveme a good college education, nice career • I'vebeen able to do the same for mytwo sons and I was able to providethem with a college education • Rowlettpower station is administrative function • I get involved inthehiring process and werecruit a lot ofyoungtalent into our organization, manyofthem who went to Illinois schools andparticipated in powerplant technologyprograms • Mygoal would be to seethem have the same opportunities as Ihave had II

# Electronic Filing -Recived. Clerk's Office : 10/0712013

John Broder Page 127 • Electric Energy, Inc. employee at the Joppa Plant • Varianceneeds to begivenDynegy for several reasons, first I'dlike to keep myjob and second, Ihave a 17 year old Ipromised I'd send to school Joe Luckett Page 127 • Hillsboro, illinois • EmployeeofCoffeen • Safety supervisor for the last 16 years, been there 31 years • My family has been blessed, my grandpa worked for the old retired moneypower • He movedto Hutsonville power station • This room does impactus greatly. You know I look around and mywife is an administratorin Montgomery County and the funding, the tax revenue, isjustbasically shrinkingup. They have to have volunteer efforts in groups like Seratoma, Lyons, Kewanee, to supply many ofthe shoes, gloves, and clothing for the children. • Our state economy "isverybad right now" • A negative decision here wouldjustreallypush a lot ofthese small communitiesoverthe edge • Please, please again support this variance • All you have to do is drive throughthere (southern Illinois small towns) and wherethe buildings are empty, ifthey're still standing-

- oftentimes, my daughterrefers to them as missing teeth. The downtown districts are reallyjust gettingverydepressed and we really need this. Rich Speranco Page 129 • Employee at Coffeen energy center, worked there 21 years, started as an engineerand still works inthe engineering department • Lives in Hillsboro, MontgomeryCounty • Overthe last 13 years "a significantportion ofthat workhas beenonenvironmental projects, primarilyair emissions" • Itis good to have the support in ourcommunityofthe energy center, and I would ask for yoursupport for thevariance • Theplan laidoutby Ameren and Dynegy is thebest solution- itprovides good environmental benefit and economic benefits for the area Mike McSperritt Page 131 • Works at Coffeen • Lives in Hillsboro, MontgomeryCounty- 6 miles from Coffeen energy center 

### • 2"d generationCoffeenworker

12

# Electronic Filing -Recived. Clerk's Office: 10/0712013

• "Mydad was able to raise awhole family, and nice healthykids within the shadows of the plant." • I'm also living within, you know, a few miles ofthe plant. Got threekids: healthy, active, no health issues • Coffeen has got a scrubber, one ofthe cleanest in the state, ifnotthe nation • We are not economicallyviable without the otherplants • Just because we get 99% ofour S02out doesn't mean we can survive inthe economy without the other stations • So that's why it'svery important to me for you to pass the variancetoday JeffCoyle Page 132 • Employee at Coffeen energy center • Born and raised in centrallllinois • In 30 years, worked in engineering, maintenance, in environmental and presently is plant managerofCoffeen • Proud to have been part ofthe $1 billion worth ofinvestment that we've made in air quality improvement • Points to the chart and shows: "we'vedone a really nicejobwith that investment" • I ask the Board to vote for the variance to preservejobs, to preserve ourcommunities and to preserve downstate Illinois MCKing Page 134 • "As I sat here and listened to the opening testimony and the expert testimony ofsome personnel that had "very impressivecredentials" and "theemotional testimony ofmycoworkers and other individuals that are here and the special interest groups" I ask myself what would the !PCB do" • Let's look at the facts- there are 2 categories: I guess myjob would beto ensurethat MPS are held andthe spiritofit isjustified • We have proven back in September 2012 thenet benefit is approved by approving the variance- conditions have not changed • Secondportion: economic importance ofthis decision • The data is there- everybodyknows when you Josejobs, there's no tax money, the economyis going to get worse, the school system is goingto get worse, multiplejobsget lost, that'sjusteconomics l0I. • So if! step back and look at the environmental decision I'm going to make now, ithasn't changed since 2012. The economy is sluggish, themarket prices are still inthe depression mode, and nothing has changed. • So if!know that Ihavethe environmental side ofthe house that I'mconcerned with, it's not like I'm making it worse, it's an improvement, so it's a win-win situation • Solidifies the integrityofthe MPS • Solidifiesjobs,helps the economy, helps the communities around it, it's awin-win situation

13

# Electronic Filing -Recived. Clerk's Office: 10/0712013

Scott Bell Page 136 • Lives in Chatham • Worked for AERfor over25 years at variouspower stations • Currentlyworks at Coffeen • The environment is oneofthe cornerstones ofall ofthe discussion and decisions made at that facility, we do this on a dailybasis • Coffeen has recentlybuilt two scrubbers, two new SCRs, a new precipitator, and upgraded anotherprecipitator • AER's spent over$1 billion in pollutioncontrol equipment • Supporting the variance means "wewill continueto do S02and NO, during this timeframe" • Wewill be "keeping well payingjobs at ourlocal communities and it means keeping taxes in our area which support our schools and communities, a win-win for our state and local communities John Romang Page 137 • Lives inRochester, with most ofhis life in Springfield • Worked for CIPS andthen Ameren for the last 33 years • Newton power station, then Coffeen • Serves as the local Village as the Zoning Board ofAppeals Chainnan • One ofthe reasons we got heretoday isbecauseofillinois de-regulation • Energy centers now expected to stand ontheirown and compete in the marketplace • Power stations across the rivers are still regulated and costscan be passed through regulatorycompliance • These energycenters at an economic disadvantage and an economic hardship for us to survive in the marketplace • "Local and sustainable": Iwould offer you folks thatthese local communities that we've heard about, the school districts taxingbase, they will not be sustainable in these small communities without these energy centers producing the tax revenue that they do Bill Mulconnery Page 141 • Resides in Evansville, Illinois • Business managerofBoilermakers Local363 in Belleville • Boilermakers Local 363 covers 57 counties in southernIllinois; represents 620 Union members and families • Webuild andrepairpowerhouses, old refineries and steel mills • Weinstall the pollution control equipment at these facilities • Denial ofa variance will impact mymembership through not only loss of jobs, but also loss offuture projects • Dynegy should be allowed this variancebecause theyhavebeen and will continue to be a "greatpartnerin the powerindustrybyemploying local Illinois labor and showing good stewardship to the local environment." 14

# Electronic Filing -Recived, Clerk's Office: 10/0712013

Bernie Wicklein Page 143 • President ofNeuter Construction Company, St. Louis, MO • Industrial contractor, works all overthe United States • Services powerplants, petrochemicalfacilities, the industrial facilities and otherrefining and chemical plants in southern Illinois • Employee Union laborer • Ameren and Dynegy are our customers • Worked with Dynegy inHavana and Baldwin on the scrubberproject; webuiltthe large vessels, and we built all themajorvessels for thosejobs, four units • We got to see "Dynegy's commitment to safety, quality, the community, andthe environment. They are a very conscientious customer." • Lifelong resident from St. ClairCounty • Central and southern Illinois communities and economics desperatelyneed thesejobs • Product ofthe electricpower industry, my dad worked for lllinois Power for 30 years Dale Steward Page 145 • Executive secretary/treasurer ofSouthwestern Illinois Buildings and Construction Trades Council • Ameren energy resources and Dynegy are very important employers • They employee highly skilled lllinois workers with collective bargaining agreements and with both companies provide strong economic benefits to the State oflllinois and their local communities • Support working families and local economies particularly important during these trying economic times, whichremain especiallyharsh in central and southern Illinois • AERenergy centers are important economic well-being ofthe Illinois eeonomy, collectivelyhave a total economicimpactof$1.4 billiononthe State oflllinois • Facilities additionally generate more than $338Minannual household earnings, pay $13.3 M in annual local propertytaxes, and support 6,294jobsin Illinois • Dynegyhas steppedup to help support muchneeded Unionjobs and activityin Illinois through IPH'sproposed acquisition ofAER • Withthis transition, Dynegyplans to double its operations and invest in lllinois as a responsibleneighbor and major employerofferinghigh skilled and well payingUnion jobs • Successful transfer ofthese energy centers to !PH "offers the best opportunity for hard working members, their families and for our communities as stable tax base that provides critical support for ourlocal schools, emergencyresponse organizations and countless local governments." • Withoutthevariance, Amerenwillbe forced to pursue otheroptions "creating uncertainty for the future ofthe plants and those who depend onthem." Tom Wolf Page 148 15

# Electronic Filing- Recived, Clerk's Office: ID/0712013

• Illinois ChamberofCommerce • Sites letterhe sent the Board inJuly • Focus on the decision in front ofyou, don'tbe distractedby superfluous grandstanding • Environmental communitywashere last year and they are here again todaybecause of one thing- coal and theyhate coal. Theyknow that these plants will shut down ifyou sayno. • Wedon'tbelievethe Board'sgoal is to hate coal orcloseplants but to make sure we are finding ways to create the electricityour economy and quality oflife relies on with the least economic and environmental impact • A tough balance for sure but one we though you found when you passed this variance for Ameren last year • It's obvious to us that the petitioners before you are making every attempt to meetthose challenges (cost competitive market challenges related to electric generation) • Actions have consequences • Ifdenied, "it showcases anotherreason whyIllinois is a tough place to do business, somethingwe fight all the time" • When mergers and acquisitions occur, companies shouldhavethe right to assumethatthe assets and debts associated withthenew acquisition are included in the package, which theytransferto the new owner, and they should have every right to assume that this would include environmental regulatory agreements and obligations as found appropriate bythe regulators. • A verybigpartofdue diligenceperformed in making decisions related to purchases: no one would have thoughtthat the variance order grantedbythis group ofplants would not rationally and logicallybe allowedto be assumed by the new owners. Good public policyrequires it. • Ifyou say no, chilling future effect onbusiness opportunities • Regulatory certainty and beliefstate will act in a rational manner are cornerstones of economic development decisions • IfAmeren had not determined it needed to sell its assets and Dynegyhad notdecided to acquire them we wouldn't behere: they'dbe working hard ensuring they met the regulations as they were determined to be appropriate last year • IPH is here to assume the obligations inherent in the previous order and they ought to be allowed to do so • Wise people who said the following "there is no adverse environmental impact with this variance'' Jim Monk Page !52 • PresidentofIllinois EnergyAssociation • Trade associationrepresenting all ofthe investorowned electric utilities, natural gas utilities, powergenerators in the state • Believe the request is reasonable • Continuedoperation ofAER'senergy centeris importantto the future ofthe electric industry in Illinois

16

# Electronic Filing -Recived. Clerk's Office: 10/0712013

• Two keypoints: the energyindustry, inparticular electricpowerplants is a "veryvery capital intense industry"; investment is the lifeblood ofthat industry, apositive signal on investment such as would be given by grantingthe variancewould go a long way toward providing the kind ofcertainty that not onlythis particular acquisition deals with but also would help in terms ofproviding positive investments signals going forward • Onthe contrary, a negativedecision would in essencebe a very negative step in providing thatkind ofinvestment certainty and that verycapital intensive environment thatthis companyand these companies operate in • Second thing: one ofthe things ourindustry deals with on a dailybasis is reliability, very verycomplex system known as the electric grid • It would be extremely challenging given our future where several major energycenters around the state are notparticipating in putting electricityon that grid. • Reliability is akey factor • We all prettymuch take for granted when we go overto flip that switch thatthe light is going to come on, that's not something you can take for granted, that the environment we operate in as an industry in terms ofreliability gets more andmore challenging byless and less supply • Talks about competitive energymarket Mark Denzler Page 155 • Vice President, ChiefOperating Officer IMA • Largest and oldest statewide manufacturing association in the country • Werepresent 4,000 membercompanies • Energy is critical to the manufacturing center • One ofthe largest cost components go into manufacturing • It'scritical that the Board approve this variance • It's important for the business communities to send a consistent message • Ruling one way in one year and then reversingthe rulingin the later years sends a chilling message to the community, those companies looking to expand orlocate inthe State ofIllinois Kirk Cooper Page 157 • President ofBoilermakers Lodge local60 Morton Illinois • Representsjust over 600 members • Local 60 includes Peoria countywere Duckcreek power station is located and Fulton countywhereEdward station is located • Ifvarianceis denied high-payingjobs will be lost • Job losses not isolated boilermakers • Stateunemployment is high and State should attempt to createjobsnot remove them • BoilermakersLocal 60 currentlymaintains two Dynegypowerplants -Hennepin Station in Putnam County and Havanapower station in Mason County • Dynegyhas completed and attained clean air standards at both ofthose stations • Closing stations maylead to the inability to meet electricitydemands 17

# Electronic Filing- Recived. Clerk's Office: 10/0712013

Evan Wooding Page 159 • Steamfitters local 353 Peoria, Illinois • President ofUnitedAssociation ofPipeTrades District Council34 in Peoria • Resides inTazewell County • Members maintain and repairplants • Members are highly skilled and trained employees who earned good salaries and shutting downthe plants would have ripple effect throughoutthe local economy • Similareffects have alreadybeen felt in the shuttering ofcoal generating facilities in northern Illinois • Variances are a commonsense approach to provide clean airand power Deanna Wubben Page 164 • Works at Edwards powerPlant

- 23 yearempoyee • U.S. Navy Veteran • Singleparentwho wants to make sure theyhave a house to live in • Works a I0 dayweek with 5 on and 5 off • Shewatches grandson on 5 offdays whilethe parents work the second shift atthe same plant John Baker Page 199 • Dynegy employee at Baldwin Station for 30 years. • Responsible for maintenance onelectrostatic precipitators. • Dynegy entered into a consent decree in 2005 to clean things up. • Helped check out and commission the scrubbers. • Dynegyinstalled the scrubbers voluntarily. • Dynegyis a responsible corporate citizen • Dynegyis trying to do the right thinghere, andjustneeds a little more time to make

### it happen James Kipp Page 201 • Dynegy employee at 

### 0 'Fall onOffice for 29 years. • Proud ofDynegy accomplishments in environmental area. • Wejust need time to comeinto the compliance. Kathv Roemmel Page 202 • Manager at the DynegyWood RiverPower Station in Alton. • Dynegyemployee for 34 years • Plants will be successful underDynegy.

18

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

Deb Koenig Page203 • Administrative Manager at DynegyWood RiverPower Station in Alton. • Dynegyemployee for 34 years • Dynegy has shown its command for wantingto be a good corporate citizen; they wantto have thetimeto make the new plants complaint. JoeLlovd Page 204 • Managing Director ofHealth and Safety for Dynegyfor over seven years • Variancewill permit others to have good working opportunities like his • Variance impacts families, schools, and local propertytax revenues. DebbieLewis Page206 • Worked at Baldwin Energy Complex for over 39years. • When Dynegy says they will do theright thing, they will. Randy Short Page 207 • PlantManagerat Baldwin Station • Worked for Dynegy for 22 years. • Proud ofthe record there • 250 employees work at Baldwin Station, where Dynegy supports the community, and they are a large taxpayer. GregRobert Page 208 • Director ofMaintenance for the Dynegy coal fleet • Worked for Dynegy for 35 years. • As shown with the Havana Power Station, byputting the scrubbers and baghouse along with the Baldwin Power Station with three scrubbers and threebaghouses, and I know that our company will do the right thing. Joe Kimlinger Page 209 • Worked for IllinoisPower and Dynegy for 22 years. • Projectmanageroverthe scrubbers installed at Havana and Baldwin • Loss of jobs wouldbe a detriment to ourtown (Waterloo) Dave Glosecki Page210 • Worked for Illinois Power and Dynegy for 28 years. • Director ofMaintenance at Baldwin Plant • Dynegy has apassionabout doing the right thing 19

# ElectronicFiling· Recived. Clerk's Office: 10/07/2013

Rachel Casey Page 214 o Operation support for Ameren Energy Resources since 2008 o Please grantthe variance like you did last year. Winston Freund Page 216 o Works for Ameren inthe Collinsville Office, been with Ameren for 33 years o WhenAmeren says they are going to do something they do it. o Dynegy is the sameway. o Variance will help savejobs and the communities thosejobs are in. Steve Richard Page 217 o Works for Ameren in the Collinsville Office, beenwith Ameren for 32 years o Helped build scrubbers at Coffeen and Duck Creek
o Vote for thevariance to save communities Tom Gannon Page218 o Works for Ameren in the CollinsvilleOffice o Support the variance 

### AI Toennies Page218 o Works for Amereninthe Collinsville Office, been with Ameren for 26 years o Ameren tries to be good corporate citizens, but economic circumstances are unavoidable o Wejust need a littlemore time Tamika Cole Page 220 o Sales Rep for Ameren Energy Marketing in theCollinsville Office o The plants mean alot to the people inthe communities
o This is a delay and not a denial o Ifthe plants have to be shut down, who's going to payfor thenecessary electricity and upgrades? Carrie Smith Page222 o Sales Rep for AmerenEnergy Marketing in the Collinsville Office o Environment is importantto all ofus, and wejustneed some timeto make the necessary changes o The approval was alreadygiven to Ameren and the same market conditions stand today for Dynegy. 20

# Electronic Filing- Recived. Clerk's Office: 10/0712013

MikeApple Page 223 • Worked at Newton Power Station for almost 35 years • Wedo ourbest to protect the environment. TimDion Page 223 • Works at theNewton PowerPlant as operations supervisor • Economic benefits ofthe plant are unimaginableto JasperCounty • We take a lot ofpride in limiting our emissions Lance Farmer Page225 • Works at theNewton Power 

### Plant • Over25 years in industryhe has seen a lot ofchange as an environmental steward 

### • Ifthe variance is denied the economic impact onthe communities will be huge Paul Hardiek Page 226 • Works at theNewtonPowerPlant as production superintendent where he'sbeen for the last 15 years. • I was here when you granted thevariance for AERlast year. • Newton does an excellentjobin compliance • Dynegydoes the same. • Already electedto implement mercury control • Wemust move forward in abalanced way. John Marschewski Page 228 • Worked at Newton Plant for over6 years • This variance willjustmaintain the status quo • This will actuallyresult in a netpositive environmentally. • Variances willprovide more certainty forjobs Jim Marshall Page 229 • Technical Services Superintendant at Newton facility • Facilityimpacts a number ofcommunities around the facility • A shut down would lead people to leavethe communities • Support the variance Roy Moore Page 231 • Worked at Newton for 36years 

### 21

# Electronic Filing- Recived, Clerk's Office: 10/07/2013

• Chairmanofthe JBEW Local 702 bargainingunit- who supports the variance • Facility is a good environmental steward Larrv Quick Page 231 • 34 year employee at Newton, works in the storeroom • We spend a lotofmoney to comply and clean the emissions • The scrubber is underconstruction, with Ameren already spending hundreds ofmillions on it. • Dynegyjustneeds more time to complete it. • Plants provide a good living for thepeoplethat workthere • Plants are large charitable contributors Lance Stanlev Page 235 • Works in the electrical department ofNewtonfacility, been there over21 years • Newton has committedto meetall standards and the variance will leadto an overall reduction inemissions. • The variance will effectjobsin southern Illinois Keith Trimble Page 236 • Employee at Newton • The closing would have a devastatingimpact onJasperCounty • Airis cleanernow inNewton than it was whenhe was akid. John Coolev Page 237 • DirectoroftheNewton facility • There has been a substantial investment in providing a clean environment atNewton • The facility has abig impact on the surrounding areas • Ourfacility is very clean and organized • Pleasehelp us continue to provide electricity and an economic benefit to southern Illinois MikeKollerg Page 239 • Worked at Joppaplant for 6 years • No variance would be devastatingto his family and community Nate McCuan Page 240 • Employee at Joppa Plant for 5 years • Ifhe loses hisjob, hecan fmd another one, but itprobablywon'tbein Illinois

22

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

Chris Goebel 

### Page 241 • Employee at Joppa Plant for 8 years • Please grant variance Bruce Parker 

### Page 242 • Environmental engineer at the Joppa, beenthere for 24 years • In 2012 AERgot a variance • Dynegyisjust seekingthe same variance with the same economic and environmental benefitsbutunder different ownership • His solejob at Joppa is to ensure environmental compliance • Significantreductions in S02have been made already • Without the variance Joppa will be closed startingin2015 • This would devastate the community • Schools will sufferifthe plant is shut down Sam Freeman 

### Page244 • Joppa environmental engineer • Schools will close without the variance • We are good stewards to the environment Mike Pierson 

### Page 245 • Joppa employee since 2004 • Managers are constantly asking questions about whythings occur the waythey do at the

### ~- . 

### • Variance should be granted because itis the same as the one granted last year. • All we are doing is changingthe name MickevJacobs 

### Page 246 • EEl employee at Joppa Plant • Grandpa worked there for 30 years- now 82 years old in great health • His son doesn't have asthma. • Weneed the variance so we can stayopen. Mike Pullen 

### Page 247 • Joppa employee • School Board President • Drove 5 hours this morning because this is importantto me and the 47 otherswho came withhim • We employeestake our environmental responsibility seriously 23

# Electronic Filing -Recived. Clerk's Office : 10/07/2013

• We don't sacrifice the environment for production • We support many local communityfunctions and charities through ourplant contributions committee • Schools will suffer ifthe plant is shut down Kent Quertermous Page249 • Worked at Joppa for a year. • Electrician, Memberofthe Local 148 Operators and IBEW 816 • Coal plants are reliable • People needpower, and coal fired plants canproduce it Rob Faglier Page 255 • Joppa employee • Ifwe don't getthevariance, I won'thave ajob • There are notthatmanyjobs and I would have to relocate if!lostmine. • His wife would also movewho is the onlyneurological psychologist in southern Illinois whobrings in millions in grant dollars to SIU Everett Ramage Page 258 • Union employee at Joppa for I0 years. US NavyVeteran • 59 years old and neverhealthierin his life. • Approvethe variance so that people canget cheap power and Dynegy can invest the money to improve efficiency and cleanliness David Helton Page 259 • Employee ofJoppa for 23 years • Has three sons who don'thave asthma • Millions ofdollars and thousands ofman-hours have been spent ontheplant • Generation has been sacrificed to meetNOx levels • Dynegy isjust askingfor the samethingAmeren got last year Chris Gates Page 263 • Joppa employee for 20 years, before thathe was with Southern Company. • My sonhas asthma, and as a chemist I seethepollution control data, and you better believe I wouldn't have any son there in the shadow oftheplant iflthoughtthat our emissions wereharming his asthma. • There hasbeen no causal link scientificallybetween asthma and pollutants from power plants • Shutting down theplants is not the cure because it'snot the cause • Rollingblackouts like in Europe will happen iftheplants are shutdown 24

# EIEn::tronic Filing

-Recived. Clerk's Office: 10/0712013

• Renewable energy is not consistent to feed the grid • James Hansen also said, he likened coaltrains going into powerplants to the trains going to Auschwitz, so I'm not sure Iwant to use James Hansen as my standard there for logical reasomng. EricDease! Page 265 • Electricianat Joppa for 3 years • His great grandfatherhelped build the plant • His grandmother worked there • Approve the variance so he can keep working there RonnieDouglas Page 266 • Worked at Joppa for almost 26 years • The plant is committed to enviromnental compliance, and there are rules and procedures in place to maintain compliance. • Failure to grantthe variance will result in the plantclosing with a negative impact on the economy • It is alreadyhard to fmd a goodjob • My son's serious medical problem is coveredbythe insurance from the plant • The variance would support enviromnental standards and result in a netbenefit to air quality MarkJones Page 270 • Supervising Engineerat Joppa, been there II years • Part ofAER'simprovementteamthat strivesto increaseplant efficiency and reduce emlSS!OnS • The plant benefits the community and provides goodjobs, with over $50, 000 from the 170 employees goingto local organizations. • The organizations locally rely ontheplant for fmancial support Roger Kerlev Page 275 • Joppa employee, chiefunion steward for Operating Engineers Local 148 • Been aplant mechanic for almost 25 years • We are good stewards ofpollution problems • Ifthe plant closed it would affect the community in bigvast ways • Grant thevariance so we can continue operating Anthony Jones Page 278 • Union Officerwith Operating Engineers Local 148, and maintenance welder at Joppa • Iftheplant closes, his son's school will also likely close 

### 25

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

• IfJoppa closes, the only goodjobstherewill be gone Lucas Schneider Page 280 • Joppa Electric Energy employee for 7 years • Job is to look at emissions, and ensure that air emissions monitoring equipment is working • Grandfather was apipefitter for the waterplants that create steam to run the turbines • Fatherwas a pipefitterand engineerthat consulted to Electric Energy • Joppa does a lot ofcharitywork- Boy scouts cometo plant • Played on Electric Energy's little league team as akid • Ifthis variance is granted, it's ahomerunbecause itreduces emissions Daniel Jeffords Page 283 • Joppa employee, JUOE Local 148 • Dynegy isn't asking for anything morethan Ameren had, and we are onthe right track, so please grant thevariance. Victor Holland Page 284 • 31 year, second generation employee at Joppa- plant mechanic and memberofLocal 148 JUOE • Unemployment in southern Illinois is high, and we need this varianceto stay in operation Michael Clark Page 285 • Left TN to come to Illinois for work, and wouldhateto losehisjobhere • Support the variance John Johnson Page 285 • Joppa employee for 5 years as aplantmechanic • None ofhis family has asthma • Pass the variance Darin Grav Page 286 • Joppa employee • Wedrop everythingto address environmental and safety issues at the plant • We do compromiseproduction for environmental and safety issues • Please grant the variance Julie Wilke Page 287 26

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

• Joppa employee, supervisorofHRadministrative services, beenthere I0 years • Joppa is vital to the community • Support thevariance Tom Werner Page 288 • Joppa employee • Joppa is a good steward ofthe environment • Lots ofpeople havehad two orthree generations oftheir family that worked there • The area is depressed with highunemployment • Considerthe variance Philip Tune Page 290 • Joppa employee for over 5 years as an operator • Wife's family lives next to plant and they arehealthy • Ifthe plant closed he would have to movehis family • Lots ofcharity work is donebyplant and employees • Please approve the variance Chris Wheat Page 291 • Joppa employee, mechanic, welder, and machinist • I'II survive iftheplant closes, butAlexanderand Massac County will not • Supportthe variance Manny Ebert Page 292 • Union electrician atJoppa for II years • German immigrant • He has no health problems • The impact oftheplant closing would be very bad for the area • The 125 deaths attributable to the variance is not aproven fact • The plant is still viable eventhough it is old • To build a solar farm that produces what Joppa does, itwould take 90 squaremiles, and it is not reliable. • Please grantthe variance. Kevin Bell Page295 • Joppa employee for 5 years • Both sonsjust started college • Pleasepass the variance.

27

## Electronic Filing- Recived. Clerk's Office: 10/0712013

Justin Partridge Page 295 • Joppa Employee • Please supportthe variance Todd Mowery Page 295 • Joppa employee, memberUnion Local 148 Operating Engineers, worked there for about 5 years • Familywellbeingwould be injeopardywithout the variance. • We are good stewards ofthe environment • Please grant the variance 

### Carl Will Page299 • Newton Employee, local IBEW 702 member • The plant is veryefficient and impressive • There has been a lot ofprogress on the scrubber, and it should getthere • Please grantthe variance Steve 

### Fox Page 299 • Newton employeefor 33 years • Second generation employee there • Been around powerplants his whole life and does nothave asthma • Newton has always been in compliance • The variance is not a denial,justa delay, and we need it so we can have ourjobs • Discussed the tax ramifications ofthe plant closing • Please grantthe variance Greg Musch Page 301 • Newton employee, engineer • Worked in industry for 21 years • Works on emissions reductions • The variance actuallyprovides an emissions reduction • The decision todaywill impactjobs, schools, families, and the environment • Support the variance



### 28

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

Exhibit2 Bilicic Affidavit

# Electronic Filing- Recived, Clerk's Office: 10/07/2013

AFFIDAVIT OFGEORGEW. BIL!CjC
I. BACKGROUND AND QUALIFICATIONS I. My name is George Bilicic. I am employed by Lazard Freres & 

### Co. LLC ("Lazard" or the "Firm") 

### in the Financial Advisory practice. Lazard is an independent financial advisory and asset management firm. With over 160 years of history, Lazard, together with its affiliates, operates in 26 countries and employs approximately 2,500 people. Lazard's Financial Advisory practice provides advice to corporate, institutional, government, sovereign and individual clients on abroad array ofstrategic and financial matters. 2. I am currently a Managing Director and Vice Chairman ofInvestment Bruiking at Lazard, and head the Firm's global efforts inPower, Energy and Infrastructure. I serve as a member ofthe Firm's Investment Banking Committee and Deputy Chairman Committee. I have worked extensively on a variety of transactional, strategic and financial advisory assignments in the power, utility, alternative energy and infrastructure sectors for over 20 years. I have a B.A. from DeSales University and a 

### J.D. from Georgetown University Law Center. Additional information 

### inrespectofmybackgroui:Jdis includedinExhibitA. 3. In my testimony, Iwill refer to 

### the following: Ameren Corporation ("Ameren"); Ameren Energy Resources Company ("AER"); a newly formed limited liability company 

### that is a direct wholly owned subsidiary of AER ("New AER"); Ameren Energy Generating Company ("GENCO"); AmerenEnergy Resources Generating Company ("AERG"); Ameren Energy Marketing Company ("AEM"); Illinois Power Holdings, LLC ("!PH"), and Dynegy Inc. ("Dynegy"orthe "Company"). 4. The purpose ofmy testimony is to 

### respond to 

### the Expert Commentary Report ("Report") authored by ACM Partners ("ACM"), dated September 12, 2013. Specifically, my

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

testimony will address my beliefs regarding 1) the transaction structure, which is normal and customary inthe power and utility industry and many other industries, 2) the capitalization of NewAER upon closing andhowthetransaction improves the business and financial prospects of New AER relative 

### to AER under Ameren, and 3) the risks and potential adverse consequencesto Dynegy ifitwereto financially support IPH. 

### II. DISCUSSION ON TRANSACTION STRUCTURE 5. In the transaction, as structured, IPH would acquire 100 percent of Ameren's equity interest in New AER. As is normal and customary in corporate transactional practice, Dynegy structured the acquisition suchthat NewAER would be independent, self-sustaining, self-funding and economically viable on its own. As 

### a non-recourse entity, !PH would maintain corporate separateness from Dynegy and all ofDynegy's existing subsidiaries. This is typically done to 

### separate the risks and benefits ofan acquired business from the buyer's otherbusinesses, and so thatthebenefits ofthetransaction can be separately evaluated. 6. Requiring businesses to "stand ontheir own" is common practice in the power and utility 

### industry and many other industries, including banking, finance and insurance, as a way to manage the credit risk ofthe acquiring parent company and its existing subsidiaries from the risks of the acquired entity. Recent notable examples of transactions with nonrecourse structures include Energy Capital Partners' acquisition of a portfolio .of merchant generation facilities from Dominion Resources and GenOn Energy's combination with NRG Energy, in which GenOn, upon closing, became an excluded project subsidiary ofNRG (and NRG a non-guarantorofGenOn). 7. More generally, the transaction structure 

### in this case is similar to traditional project finance, a commonly-used financing structure in the power and utility industry and

2

# ElectronicFiling- Recived. Clerk's Office: 10/07/2013

other industries. Under such a structure, a project is financed based on its own cash flows, ratherthan the balance sheet orcredit profile ofthe developer. A separate holding company is typically created for each project, thereby protecting other assets owned by the project developer from risks associated withthe project. 8. As supported in my affidavit filed on July 22, 2013 in this proceeding (PCB 14- 

### 1 0), certain credit rating agencies and equity analysts have citedthe structural separateness of IPH as an important consideration in evaluating the merits of the transaction and the associated impact on Dynegy's own credit and valuation. The non-recourse nature of the acquisition is particularly important for Dynegy, as subjecting its balance sheet to additional risks would likely have negative consequences to its credit rating and, thus, its own access to capital. Such risks and related adverse consequences may be significant, especially given the ongoing challenging commoditypriceenvironment 9. Importantly, !PH'sproposed structure is consistent with Ameren's view ofAER

as a separate, self-sustaining business at the time ofthe original variance petition (PCB 12- 126). As stated in Gary Rygh's affidavit filed onMay 3, 2012, "theincreasingly negative view of AER by credit rating agencies, Ameren shareholders, current bondholders .and equity research analysts not only severely limits AER from accessing additional third-party capital but also inhibits Ameren from further investing in AER without the risk of severe negative investorreactionthatcouldadversely impactcost andaccesstocapital." 10. 

### In short, the proposedtransaction structure is common in corporate practice and effectivelychangesvery littlefor AER. III. DISCUSSION ON THECAPITALIZATION OFNEW AER 11. In its Report, ACM claims that the transaction structure "leaves IPH

3

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

undercapitalized and in 

### financial distress from the outset." However, the Report fails to recognize that the transaction, in fact, improves the business and financial prospects ofNew AER relative to AER under Ameren. Importantly, given the depressed commodity markets and volatile nature ofthe merchant energy business, the transaction was designed to provide New AER with enough liquidity to satisfy its projected funding needs, operating and otherwise, over the next several years. Inthat regard, the transaction is structured such that, at closing, IPH, New AER and its consolidated subsidiaries "'ill have approximately $220 million in cash, ofwhich $203 million will 

### be at GENCO and approximately $17 million at AERG and AEM. Additionally, at closing, IPH, New AER and its consolidated subsidiaries will have $160 million ofnon-cash net working capital, or assets ofthe business required to conductoperations on a day-to-day basis (e.g., coal inventory, materials/supplies, etc.). 12. Based onDynegy's view, the $220 million in cash at closing, combined with the approximately $75 million in 

### annual operational synergies that the Company estimates it will realize in this transaction (the majority ofwhich will be realized by IPH), would be sufficient to 

### fund operations over the next several years. This view is based, in 

### part, on the thesis ofa recovery in MISO power prices in the 2016/2017 timeframc, which would have a positive impact onNew AER's cash flows. While it is difficult to 

### forecast power prices over the long term, MISO Independent Market Monitor analysis suggests that demand growth and coal retirements overthe 2013-2016period couldcreate a capacity shortfall by 2016, whichcould lead to higher power prices over time. With such a recovery in power prices (and the associated positive impact on New AER cash flows), Dyncgy's view that IPH would be sufficiently capitalizedat closing appears to 

### bereasonable. \3. 

### Furthermore (and importantly), as compared to 

### AER's circumstances without the transaction, New AER's business and financial prospects would improve as a result ofthe 4

# ElectronicFiling ·Recived. Clerk's Office: 10/07/2013

transaction, given the enhanced capitalization ofNewAERatclosing, as well as the benefitof approximately 

### $75 million in annual operational synergies that Dynegy expects to realize. NewAER should also benefit from its affiliation with one ofthe largest merchant generation operators in the U.S., as well as the enhanced scale and diversification of the combined portfolio. 14. Quite simply, and contrary to what the ACM Report may suggest, New AER would, in fact, be a stronger, more viablebusinessrelativeto AERunderArneren. IV. DISCUSSION ONDYNEGY'S ABILITYTO FINANCIALLY SUPPORT IPH 15. Inits Report, ACM claims that Dynegy has the "financial resourcesnecessary 

### to properly capitalize IPH in connection with its acquisition ofthe Coal Plants ifit chooses to." ACM concludes, therefore, that Dynegy's decision not 

### to financially support IPH is based on its realization "that the economic prospects for !PH post-acquisition are not good." ACM's conclusion ignores the risks and potential adverse consequences to Dynegy if it were 

### to financially support IPH, which, in fact, would he similar to those cited by Ameren in explaining its reluctance to further invest in AER at the time ofits original variance petition (see Paragraph 

### 9 above). 

### 16. While ACM alludes to Dynegy's "financial strength" (by pointing out, for example, that Dynegy is "coming offan impressively profitable year 

### in which it managed 

### to show superior profitability despite a decline in revenue"), the Company generated negative net income in 

### 2012, a year in which it emerged from bankruptcy, and continues to face meaningful near-term financial challenges, in light ofthe depressed commodity price environment. For example, in its most recent quarterly filing, Dynegy lowered its 

### 2013 Coal Segment Adjusted EBITDA guidance by 

### $70 million (from 

### $60-$85 million to 

### $(10)- $15 million), citing lower realized powerpricing andlowercapacity revenues, among otherfactors. 

### 5

# Electronic Filing- Recived, Clerk's Office: 10/0712013

17. While accurately highlighting Dynegy's "strengthened balance sheet" following its recent refinancing, ACM fails to 

### appreciate thatthe currently challenging commodity price environment requires Dynegy to maintain strong credit metrics to support its current credit rating and preserve its access to affordable capital. While Dynegy has taken significant steps to "shore up" its balance sheet following its emergence from bankruptcy in 2012, its decision not to 

### provide fmancial support to IPH is based primarily on its own need for liquidity at a time ofcritical recovery and with IPH positioned for ultimaterecovery. 18. In fact, feedback received by Dynegy from credit rating agencies was that the agencies would likely view any Dynegy provision of financial support for IPH negatively. Both S&P and Moody's (two credit rating agencies) agreed that, as structured, the transaction
was a credit neutral event because of the non-recourse nature of IPH. A Dynegy credit downgrade would adversely affect the Company's access to capital, given that it could materially increase its cost of capital (and thus the interest rate that applies to its future borrowings). The potential consequences ofreduced access to 

### cost-effective capital would be significant for Dynegy, particularly given. the ongoing challenging commodity price environment. 19. Importantly, a stronger Dynegy should ultimately benefit IPH, by allowing the Company to 

### manage the supply chain more effectively and secure better terms for the entire enterprise, and by providing for work force stability, which should help the Company achieve greater synergies overtime.



### 6

# Electronic Filing -Recived, Clerk's Office: 10/07/2013

FURTHER, Affiant sayethnot.

Notary Public

IRENE M. MONTERO Notary Public, State ofNew Yorl< No.01M06270607 Qualified in Queens County Commission Expi!es October22, 2016 George \V. Bilicic

7

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

ExhibitA 

### George W.Bilicic Vice Chairman ofInvestment Banking 

### Mr. Bilicic heads the Firm's Midwest investmentbankingbusiness and global efforts in power, energy and infrastructure. Inaddition,.he serves as a member ofthe Firm's Investment Banking Committee and Deputy Chairman Committee. Otherthan his time atKKR (see below), 

### Mr. Bilicic has been at Lazard since March 2002. Mostrecently, 

### Mr. Bilicic has advised onthe following matters, among others (clientin parentheses): strategic advisory inrespect ofFirst Solar (First Solar), proposed sale ofNV Energy to MidAmerican (NV

### Energy),proposed sale ofArneren Energy Resources to Dynegy (Dynegy), strategic advisory inrespect ofLong IslandElectric T&D System (New York State), proposed sale ofEquitable Gas and assetexchange with Stee!River (EQT), sale ofCHEnergy to Fortis (CH Energy), sale ofstakeinVespucio Norte Expressto Brookfield (HOCHTIEF), Dynegy restructuring and strategic advisory (Dynegy), merger ofExelon and ConstellationEnergy (EDF), sale ofCentral Vermont Public Serviceto Gaz 

### Metro (Central VermontPublic Service), sale ofLandys

### +GyrtoToshiba (Landys 

### +Gyr), merger of Progress Energy andDuke Energy (Progress Energy), merger ofNortheast Utilities and NSTAR (Northeast Utilities), Solyndrarestructuring (U.S. DepartmentofEnergy), potential sale ofPGW(City ofPhiladelphia), potential stadium financing/partnerships for the San Diego Chargers (City ofSan Diego), resolution of jointventure and related matters between EDF and Constellation Energy (EDF), sale ofthe tradingbusiness ofRBS/Sempra (RBS and Sempra), sale ofAutopista Central toll road (Skanska), potential privatization ofLong Island Electric T&D System (LIPA), exchange offerby Exelonfor NRG (Exelon), leveraged buyoutofTXUledby KKRand TPG (DCU), 

### Duke Energy spin-offtransaction (Duke), National Grid acquisition ofKeySpan (KeySpan), PlaNYC (City ofNew York), DukeEnergy merger with Cinergy (Duke) and various alternative energy financings. FromMay 2008 to 

### October2008, 

### Mr. Bilicic served as a Managing DirectorandHead of Infrastructure at KKR. At KKR, 

### Mr. Bilicic 

### wasresponsible for initiating and leading KKR's global infrastructure investingefforts and contributingtootherareas, especially alternative energy and power. During his time atKKR, Mr. Bilicic served onthe Infrastructure Investment Committee and led teams thatconsidered investments in airports, ports, surface transportation, utilities and power, alternative energy, midstreaminfrastructure, social infrastructure andinfrastructure conglomerates. Previously, Mr. Bilicic hadbeenaPartnerintheJaw firm ofCravath, Swaine & Moore from 1995. HejoinedCravath as an associate in 1989. 

### Mr. Bilicic's diverse corporatepractice at Cravathprimarily focused onmergers and acquisitions,butalso includedbank frnancings, jointventures,public offerings, project finance and swaps and otherderivatives. Mr. Bilicic leftthe Cravathpartnership, effectiveJanuary 2001,tobegin

### his investmentbankingcareer at Merrill Lynch where he was aManagingDirector in the Mergers &Acquisitions Department focused onpower and energyclients. Aftergraduation from Georgetown University Law Center, Mr. Bilicic served in a clerkship with theHon. Murray M. Schwartz (ChiefJudge, U.S. District Courtfor the Districtof Delaware).Mr. Bilicic was anArticlesEditorofthe Law Journal atGeorgetown University LawCenter. 

### Mr. Bilicic developed a stronginterest in the infrastructure areabeginning at DeSales University where his seniorthesis was entitled "The Federal Role inInfrastructure Revitalization," and, among otherthings,recommended a national capital budget as a fiscally
8

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

prudent measure to address thenation's decaying infrastructure. At DeSales University, Mr. · Bilicic also played varsity basketball and was co-captain for two years along with serving as theeditorofthe school's newspaper. Mr. Bilicic**ha~** been involved in a number ofcommunity and other not-for-profit organizations including the following as a member ofthe Board ofDirectors (or equivalent), unless otherwise indicated: American BalletTheater, Brookings Metropolitan Policy Program, Family Justice, Georgetown University Law School (current), Grenville Baker Boys & Girls Club, Hofstra University, MFY Legal Services, NY Team EliteAAU basketball program (founderand team sponsor), Refugees International and YMCAofGreater New York. Mr. Bilicic is also a member ofThe Commercial Club ofChicago. Mr. Bilicic and his wife, Laura, reside in Chicago with their four sons, William (I6), Christopher (16), Henry (12) and Peter(7). DeSales University, B.A. summa cum laude, Georgetown University Law Center,JD. magna cum laude, Order of the Coif



### 9

# ElectronicFiling- Recived. Clerk's Office: 10/07/2013

Exhibit3 Thompson Affidavit

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

AIIFIDAVIT OF DANIEL P. THOMPSO:-<
I. 

### My name is Daniel P. Thompson. 

### I am Vice President and General Manager for Dynegy \1idwest Generation, LLC ("DMG"), an indirect, wholly owned subsidiary of Dynegy Inc. ("Dynegy"). 1also serve as Vice President ofIllinois !'owerHoldings, LLC ("!PH"), which is also an indirect. wholly owned subsidiary of Dynegy. My business address is 604 Pierce Blvd., O'Fallon, Illinois, 62269. I make this affidavit based on personal knowledge or on knowledge I have obtained through inquiry ofindividuals empioyed by Dynegy or its affiliates and communications v--ith Amcren EnergyResources ("AER'') personnel. 2. As Vice President ofDMG, I am responsible for the safe and effieient operation ofDy11egy's coal-fired electric generating fleet in Illinois. My responsibilities include oversight of environmental compliance at Dynegy's lllinois coal fleet. Subject to the IPH-Amcren transaction closing, this responsibility will include the five operating plants in the Ameren MPS Group that are the subject oftherequested variance. 3. The PUllJOSe of my affidavit is to respond to certain public comments on the requested variance petition, specifically: (I) a proposal by Foresight Energy, LLC to fund completion ofthe Newton flue gas desulfurization ("FGD'') project (i.e., scrubber) in exchange for a long-term JIJinois coal contract; and (II) comments filed bythe Illinois Attorney General's Office supporting annual mass emission caps as an additional condition to the requested variance.


### I. Foresight Energy Proposal 

### 4. At the September 17, 2013 public hearing on the variance petition in PCB 14-10, Michael Beyer, President and CEO of Foresight Energy, LLC ("Foresight"), a producer of

# Electronic Filing- Recived. Clerk's Office: 10/0712013

lllinois coal, proposed without details that Foresight fund completion ofthe scrubber project at theNewton energy center and recoup the investment with an embedded cost in a long-term coal supply agreement with Foresight Energy for Illinois basin high-sulfur coal. Foresight's supplemental written comments dated September 24, 2013, as submitted to the Docket in PCB 14-10 (PC #2000), suggest !hat its proposal involves supplying Illinois coal with 3.5 percent sulfur content to the scrubbed Coffeen and Duck Creek energy centers and the Newton energy centerwhen its scrubbers are completed. 5. Foresight's proposal to finance the Newton scrubber through a surcharge on Foresight's Illinois basin high-sulfur coal is not a viable alternative for operational, commercial, and financial reasons. 6. To date, more than S250 million has been spent on the engineering, design and construction of the Newton flue gas desulfurization (i.e., scrubber) system and engineering is approximately 90percent complete. As configured, the ::-Iewton scrubber system is designed and guaranteed to remove 98 percent of S02 emissions from the flue gas when coal with a sulfi1r content ofup to 1.3 pounds per million Btu ("lbs/mmBtu") is bumed (i.e., remove approximately R,400 pounds ofS02 per hour from the ilue gas). However, Foresight's high-sulfur Illinois coal has a sulfur content ofapproximately 6.3 lbs S02immBtu (i.e., at an assumed heat content of approximately I0,800 Btutlb, 3.5 percent sulfur content would be 6.3 lbs S02/mmBtu). As a result, burning Foresight Energy'shigh-sulfur lllinois coal would produce over40,000 pounds of S02 per hour or nearly five times lhe amount of S02 the Newton scrubbers are configured to treat. In 

### fact, as currently configured in engineering plans, the Newton scrubbers would achieve

an S02 removal efficiencyofonly 20 percent, instead ofthe 98 percent removal rate the Newton scrubbers would beable to achieve with low sulfurPowderRiverBasin ("PRB") coal.

2

# Electronic Filing- Recived. Clerk's Office: 10/0712013

7. In order to achieve the 98 percent removal design value with high sulfur Illinois coal, the confiJ,'llration ofthe Newton scrubber system would have to be modified significantly to include an additional absorber tower (and associated equipment) for each generating unit. The additional absorber towers would be needed to allow the injection ofmore limestone slurry ami

area for the slurry to react v..1.th the increased volume ofS02. Thepreliminary estimated cost to construct two additional absorber towers at Newton is S

### !50 million, not including the material additional costs associated with adding and operating the two additional absorber towers (e.g., limestone storage systems, gypsum handling and disposal equipment). In addition, modifying configuration of the scrubbers·at this time materially would escalate the engineering and construt.1ion costs to complete the Newton scrubber projed and likely extend the time needed to achieve commercial operation startup ofthe scrubbers. 8. Coffeen Energy Center performed a test burn on 

### !00 percent high sulfur Illinois coal from the Foresight Energy Deer Run Mine in March 2013. This test was conceived and executed byAERpersonnel and was unrelated to the IPH-Ameren acquisition. The test was well planned and staffed but was not successful due to the quick onset of boiler pluggage that occurred after introducing the high sulfur coal to the boilers. Within a few days both units experienced significant pluggage in the pendant sections and within 

### 10 days both units were inoperable and forced offline resulting in lengthy outages and high repair costs. Altl10ugh these boilers were originally designed to operate on bituminous coal, all coal has dift(:renccs which

cause 

### it to react differently in different boilers. Additionally, both Coffeen boilers have received changes in equipment and controls since last burning exclusively high sulfur coal and this has

an impact on suitability ofvarious coals in a boiler. Test bums arc perfonned to identify these issues. Approximately five years ago, Duck Creek attempted a 

### !00 percent high sulfur coal test

3

# Electronic Filing- Recived. Clerk's Office: 10/0712013

bum, which also resulted m significant operating issues and increased costs and had to be stopped. 9. Beyond the ability to successfully bum the ccal, the much higher sulfur ccntent of niinois coal generates significantly greater levels ofcorrosive products than lower sulfur PRB ccal, which creates short-term and long-term damage to boiler and gas path systems. Both Cotteen boiler systems would require lengthy outages and significant upfront capital investment in order to operate on only high sulfur coal. In addition, the Newton and Duck Creek boilers have undergone changes, more extensive than those at Coffeen, to burn low sulfur coal. TI!Csc boilers would also require lengthy outages and very large capital investments before they could operateburning onlyhigh sulfur coal. 10. Foresight's proposal ignores the fact that AER, as part ofthe compliance plan in the existing variance, committed to bum ultra-low sulfur PRB coal at the Newlon, Edwards and Joppa energy centers and has entered contracts for such coal. If the Foresight proposal were accepted, several low sulfur PRB coal supply contracts for 2014 would need to be tenninated, thereby incurring financial penalties. In addition, Coffeen, Duck Creek and Newton each has an existing long-term multi-year rail agreement to transport coal. These rail transportation agreements arc destination specific and, thus,**ca~mot** be assigned, and cannot be tenninated without significant financial penalties. 11. The usc of high-sulfur lllinois coal would increase aunual operation a11d maintenance ("O&M") expenses associated with the Newton, Coffeen and Duck Creek scrubbers. Using high-sulfur Illinois coal would require much larger quantities oflimestone at each to the three scrubberplants to remove the higher quantities ofS02in the coal. Using highsulfur lllinois coal at Newton would be expected to produce approximately 10 times the quantity

4

# Electronic Filing- Recived. Clerk's Office: 10/0712013

ofcalcium sulfate waste (i.e., scwbbcr sludge) as ultra-low sulfur PRB coal, thereby increasing annual waste management and disposal costs. 12. Switchingto high-sulfur lllinois coal also would increase nitrogen oxide ("NOx") emission and cause JPH to lose the low NOx benefit of PRB coal. PRB coal produces lower NOx emissions than lllinois coal because PRB coal has a higher reactivity, lower nitrogen content, and a greater percentage of fuel nitrogen in the volatile !Taction of the coal. Under staged combustion, the volatiles are released early in the combustion process and are burned in the ovcrfire air zone where there is a lower potential to fomt fuel NOx. ntinois coal, with lower volatiles, causes the nitrogen to be released outside the ovcrfire air zone where there is a potential to form more NOx emissions. Higher NOx emissions due to lllinois coal would make compliance with the Multi-Pollutant Standard ("MPS") system-wide NOx limit significantly

more difficult, if not impossible without significant capital investment in additional NOx emission controls, and increase the MPS Group's annual O&M expenses associated with NOx compliance. 13. Foresight'sproposal appears to be in the form ofsale-leaseback transaction, under which Foresight would essentially lend money primarily to Ameren Energy Generating Company (i.e., "GENCO," the owner of Newton and Coffeen) tor completion ofthe Newton scrubber project. The embedded cost of the investment would be charged back to GEi\CO through above market coal prices. However, GENCO's debt covenants currently prohibit GENCO from borrowing funds from a third pruiybecause the company's interest coverage ratio has fallen below the specitied minimum level required tor external borrowings. Thus, the foresight proposal, ifaccepted, would violate GENCO's debt covenants and place GENCO into default.

5

# EIE!ctronic Filing- RBcivE!d, CIE!rk's OfficE!: 10/07/2013

14. In addition, the commercial aspects of the Foresight proposal are not economically reasonable. Delivered PRB coal is cheaper on a dollarper mmBtu basis than high sulfur Illinois basin coal. In fact, the anticipated**increa~e** 

### in costs associated with Illinois coal would be approximately S4.13 per megawatt hour (i.e., approximately a 20 percent increase in cost), which would have a significant adverse impact on operating margins of the scrubbed plants. 15. Finally, compliance with the !VrPS S02 

### rate limit would not be achieved ifhighsulfur Illinois basin coal were burned at the scrubbed Newton, Coffeen and Duck Creek energy centers. Wiihout considering delays needed to reconfigure the Newton scrubber system to accommodate use ofhigh-sulfur Illinois coal, it will take approximately two years to complete construction ofthe Newton scrubbers once construction activities ramp up. Under Foresight's proposal, the !VrPS Group would not be able to comply with the 2015 MPS S02 limit: because the Newton scrubbers could not be operational by January 1, 2015, all units at the Edwards and Joppa energy centers would need to be mothballed/shutdown for all, ur at least a significant part, of2015, and likely longer, until theNev.1on scrubbers are operating. 16. Furthcnnore, even after the Newton scrubbers start operating '>''ith Illinois coal and assuming all of the engineering, operational and commercial obstacles associated with burning high-sulfur niinois coal at Newton, Coffeen and Duck Creek could be overcome in a reasonable manner, the MPS Group could not meet the MPS S02 rate limit applicable 

### in 2016 (i.e., 0.25 lbs 802/nunBtu) ur the fmal MPS S02 rate limit (i.e., 0.23 lbs 802/mmBtu) applicable in 2017 and beyond without shutting down units or significantly curtailing operations. In IPH's analysis, to comply with the MPS S02

### rate limit in 2016, the combined heat input equivalent of Edwards Unit 1 and approximately one-quarter ofEdwards Unit 2 would need to be shut down.

6

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

Furthermore, to comply with the final MPS S02 rate limit in 2017 and thereafter, the combined heat input equivalent of Edwards Units I and 2 and approximately one-quarter to one-half of Edwards Unit 

### 3would need to be shut down. 

### IfIllinois coal with a sulfurcontenthigherthan 

### 3.5 percent were burned, additional shutdowns orcurtailments would be needed. 17. !PH understands that Foresight has the ability to provide Illinois coal with a sulfur content ofapproximately 

### 4.75 lbs S02immBtu. However, even assuming Foresight's proposal

were limited to**suppl)~ng**

### 4.75 lbs SO/mmBtu Illinois coal, and further assuming that such highsuliur Tllinois coal was burned only at a scrubbed Newton plant and the scrubbed Coffeen plant, in !PH's analysis, the 

### MPS Group could not meet the final J\.1PS S02 rate limit in 2017 and thereafter without shutting down the combined heat input equivalent ofEdwards Unit I and at least one-third ofEdwards Unit2.
II. Annual Mass Emission Caps 18. The Comments of the Illinois Attorney General's Office, PC 

### 1!2336 (Sept. 24, 2013) at p. 7, support the use ofatmual mass emission caps. !'or several reasons, IPH does not supportthe imposition ofannual mass emission caps in the requested variance order. 19. First, annual ma>S emissions caps were not part ofthe existing variance granted to AER in PCB !2-126. As a result, !PH did not evaluate the transaction in terms of annual emission caps. Instead, !PH entered its transaction agreement with Amcrcn with the understanding that the MPS Group's applicable S02emission limits would remain annual systemwide emission rates and that reliefhad been granted by the Illinois Pollution Control Board in a
manner that would allow a reasonable and necessary period of time for market conditions to
recoverprior to required completion ofthe Newton FGD Project. 20. Second, a tonnage cap on aruma] S0 2 mass emissions is contrary to intent ofthe
7

# Electronic Filing- Recived. Clerk's Office: 10/0712013

MPS TC!,>Ulatory structure. The MPS regulatory approach establishes numeric calendar year system-wide S02 

### emission rates in pounds per million Btu or emission rates based on a percent reduction. This approach, which was adopted atler much negotiation between Jllinois Environmental Protection Agency ("lEPA") and affected industry, was intended to allow sources ·compliance flexibility. Thus, the MPS S02 

### rule allows affec.ted units to operate more or less in any given year 

### in response to market demand and other forces (e.g., weather, unit availability), so long as the MPS S02emissions rate limit is achieved at the end ofthe calendar year. Imposing aruma] mass emission caps would eliminate the operating flexibility intrinsic in the rate-based MPS regulatory structure. 

### As such, an annual mass emission cap could significantly curtail plant and or unit operations and, thereby, restrict the ability of !PH to generate sufficient revenues to fund timely completion ofthe Newton FGD Project. 21. JPH recognizes that annual mass cmtsswn caps were part of Midwest Generation's compliance plan in PCB 13-24. However, Midwest Generation proposed**ma~s** 

### S02 emissions caps for its own reasons and could plan its requested relief and operations in conjunction with 

### ito; proposed caps. 22. !PH believes that its proposed compliance plan, which includes a cap on SO:

mass emissions over the 4th quarter 2013-2020 period, other conditions recommended by the !EPA and as further enhanced by the commitments 

### in rhe Memorandum ofAgreement with the lEPA, is a more appropriate and workable approach to ensure environmental benefit. As indicated in Petitioners' Responses to the Illinois Pollution Control Board's Questions for Petitioners (dateJ Sept. 5, 2013), !PH will accept as a condition ofits proposed variance order a requirementto report the annual S02 mass emissions for the five operating power plants.

8

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

III. Conclusion 23. I have reviewed the Petitioners' Post-Hearing Brief and, to the best of my knowledge andbelief, the facts contained therein arc true and correct.

FURTHER,Affiant saycth not. 

### DATED: 

# /&?h/2:,9, '5: 

# I I

Subscribed and swom to beforeme this 

### 7d.. dayofOctober, 20I3

# 7~

'**f;;#:,hn»»tfiPiij€iA[§EA0':"~,...,...,,,1** 

### i JEFFBEATTY**~ ~**  NOTARY PUBLIC-STAlE OFII.UNOIS**~** 

### ! MVCOMMISSIOIIEXPIRESNOV.1,2014**~** 

### ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,;,,,,,,,.}

9

# Electronic Filing

-Recived. Clerk's Office: 10/07/2013

Exhibit4 AERMPS Group Emission Control Technologies ChartCOFFEEN

DUCK CREEK 

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

AERMPS GROUPEMISSION CONTROL TECHNOLOGIES DATE ' INSTALL UNIT CONTROLTECHNOWGY ED S02Control

NOx Control

Mercury Control

Particulate Matter

MercuryControl U2

Ul

U2

U2

Ul AERuses refined fuel for enhancement for mercury removal. WFGD cobenefit for mecury AERuses refined fuel for enhancement for mercury removal.

WFGD cobenefitfor mecury control 2009
2012 2010
2012

July, 2009;:::"'

EDWARDS

EDWARDS (cont'd) 

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

CATEGORY

NOxControl

Particulate Matter UNIT



### U2

U3

Ul



### U2

U3 DA INSTALL rn"'TI>I"lT TECHNOLOGY ED Fuel for

LNBIOFA LNB SCR

FGC lnj) IUpgrade for ESP

FGC (S03 lnj) IUpgrade for ESP performance Power Supply Upgrade ESP upgrade for S03 injection 

### 1993

1994 2003

1979 I 

### 2003 2009 2012-2013 1972 1979JOPPA 

# Electronic Filing- Recived. Clerk's Office: 10/07/2013

Particulate Matter

NOx Control 

### U1

U2

U2 U3

U4

U5

U6 FGC

SOFA LNB Comb. LNB Comb. SOFA LNB Comb. SOFA LNB I DATE I INSTALL



### 2008 1994 2002 1993 2003 2007 1993 2002 2009 1995 2002 2006 1994

# Electronic Filing -Recived. Clerk's Office: 10/0712013

Mercury Control U4 ACI 

## us ACJ U6 ACI Mercury Sorbent Traps stacks UI-6 1-3

U2 U3 Particulate Matter U4


### us U6 DATE INSTALL ED 2001

Jul2009 Jul 2009 Jul 2009 Jul 2009

2007- 2008

1994 1994

# ElectronicFiling- Recived. Clerk's Office: 10/0712013 DynegyMidwest Generation, LLC Emission Control Technologies

CATEGORY SO, Control

NOx Control

BALDWIN Mercury Control

Particulate UNIT

I

2

3

3

Matter Control 2
3
S02Control 6

NOxControl 6 HAVANA MercuryControl 6
Particulate 6 FF DryFGD

ACI DATE INSTALLED



### 2010 2012

2009

# Electronic Filing- Recived, Clerk's Office: 10/0712013

DATE CATEGORY UNIT CONTROLTECHNOLOGY INSTALLED S02Control 1-2 Ultra low sulfurcoal 1999

NOx Control 1-2 LNB

HENNEPIN MercuryControl 1-2 CaBr 2013
Particulate 1-2 Matter Control

S02Control

NOxControl
WOOD RIVJ<:R 4 Mercury Control 5
Particulate

# Electmnic Filing- Recived, Clerk's Office: 10/0712013

Exhibit 6 PostHearing Comments ofDr. Lisa Bradley

# Electronic Filing- Recived. Clerk's Office: 10/07/2013 

# AE'COM Environment


# Post-Hearing Comments of Lisa JN Bradley, Ph.D., DABT

Docket No. PCB 2014-010 (Variance - Air) Response to Post-Hearing Comments of Environmental Law & Policy Center, Natural Resources Defense Council, Respiratory Health Association, and Sierra Club

The purpose ofthis report is to provide responses to the Post-Hearing Comments submitted by the above referenced groups (Citizen Groups) dated September 24, 2013, on the Petition for Variance sought by Illinois Power Holdings, LLC (IPH) and AmerenEnergy Medina Valley Cogen, LLC (Medina Valley) (collectively, "the Petitioners"), along with Ameren Energy Resources, LLC (AER) as a CoPetitioner (PCB 2014-010). My responses are based on mytestimony atthe September 17, 2013 hearing before the Illinois Pollution Control Board (Board), my report dated July 18, 2013thatwas filed in support ofthe variance petition, my professional and technical knowledge concerning health effects as they relate to levels of exposure to sulfur dioxide (S02) and particulate matter (PM), and build upon the variance from the Illinois S02 Multi-Pollutant Standard (MPS) sought by AER and granted by the Board on September 20, 2012. The Citizen Groups' comments misconstrue both mytestimony and my responses to questions posed by the Board by not providing the full context ofeach quote. They also ignore the factthat my testimony began with an overview ofthe adverse effects ofS02 on sensitive populations. My testimony should be reviewed in full and not selectvely. There are three overarching issues to be addressed in the Citizen Groups' comments: the S02 air modeling report submitted and discussed in testimony and comparison ofthose results to the Natonal Ambient Air Quality Standard (NAAQS) for S02, the basis for that standard and the relationship between exposure to S02 and health effects, and particulate matter. The Citizen Groups' air model is inappropriate and cannot be relied upon for decision-making The Citizen Groups submitted and provided testimony on three air modeling reports that predicted concentrations of S02 for the E.D. Edwards, Joppa, and Newton plants, respectively. The approach used for that modeling is not consistent with acceptable practice, such that the results greatly overestimate 502 concentrations in the environs ofthe plants. A detailed evaluation ofthe air moceling report is provided in Attachment A. The Citizen Groups' models used the maximum allowable 1-hour emissions rate as the model inputfor each plant, an approach that is not condoned by most recent USEPAguidance. In testimony it was asserted that measured emission rates were also used in the evaluation; while this is nottechnically an incorrect statement, the emission rate used

www.aecom.com Page 1 of6

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

AECOM Environment

was the single highest maximum peak 1-hour emission rate measured- the modeling did not use actual hourly emissions monitoring data. This single highest maximum emission rate value was used to evaluate ALL hours of operation, which is clearly unrealistic. At best, the modeled results could be considered a conservative screening but not evidence ofan air qualityviolation. The Citizen Groups' air model results should not, therefore, be relied upon for decision-making. The Citizen Groups did not provide the files underlying the analysis, so it is difficultto know ifother such unrealistic assumptions were used for model inputs. However, applying appropriate emissions estimates and proper stack height corrections to the Citizen Groups' air model will result in modeled compliance at all three ofthe plants (details provided in Attachment A). The NAAQS Does Not Represent a Threshold for Adverse Health Effects The Citizen Groups have interpreted the existence ofthe NAAQS for S02 as demonstrating that any air concentration above that level will result in adverse health effects, without any consideration of the concentration-response relationship. The Citizen Groups assert Pursuantto its statutory mandate to set a S02 standard "requisite to protect the public health"- including specifically the health ofparticularly sensitive subgroups-U.S. EPA promulgated a maximum hourly standard of75 parts per billion. Exceedances ofthis standard now must be regarded as constituting a threat to the**hea~h** ofthe public exposed to heightened levels ofS02. This statement reflects a fundamental lack of understanding on the part ofthe Citizen Groups ofthe concept ofthe concentration-response relationship and the difference between a regulatory standard and a biological threshold for adverse effects. The Citizen Groups also assert in their comments (page 9): · The excess S02 emissions permitted by the variance would cause..... local health impacts in the communities around unscrubbed AER plants through direct short-term exposure to S02

... To demonstrate whythis is incorrect, I reviewthe following below: the concentration-response relationship for S02 in the sensitive subpopulation of interest, asthmatics; the basis ofthe NAAQS for S02; and the recent data on 1-hour S02 concentrations in Illinois. Concentration-Response Relationship for 502 in the Sensitive Subpopulation, Asthmatics As noted in my report submitted to the Board as part ofthe variance petition and again in my testimony, asthmatics are considered to be a sensitive population for exposure to S02. Controlled studies ofthe exposure ofsensitive individuals with mild to moderate asthma to S02 while exercising indicate that a threshold for statistically significant adverse effects on lung function in sensitive individuals occurs at approximately 400 ppb (Goodman, et al., 2010). Even at this high exposure level, the effects in sensitive individuals such as those with asthma are:
• reversible (recovery occurs after exposure to S02 ceases), • transient (recovery occurs when exercise ceases even with continued exposure to S02), and

October 2013 www.aecom com Page2of6

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

AECOM Environment

• of low severity (bronchoconstriction occurs, which in these cases is reversible upon cessation ofS02 exposure or upon cessation ofexercise). It must be kept in mind that asthma symptoms can range from mild to life threatening, and the level of severity is dependent on the specific trigger (such as allergens, tobacco smoke, exercise, or changes in the weather). For people with asthma and their families, severe attacks can be traumatic. However, the clinical studies show us that the bronchoconstriction associated with exposure by exercising asthmatics to S02 above 400 ppb is mild, reversible and transient, and not likelyto lead to severe attacks. Basis ofthe NAAQS for S02 While there are differences ofopinion about the data and methods used to setthe NAAQS, it can be agreed that the NAAQS for S02 is an exposure level below which no adverse health outcomes would be expected to occur. However, the converse is not true- an air concentration above the NAAQS does not necessarily result in adverse health effects. The specific concentration and the duration of exposure along with the receptor's health status determine the health outcome. In its Final Rule (75 FR 119:35527), USEPA identified two short-term health benchmarl<s for S02:

• 400 ppb S02, which "represents the lowest concentration in free-breathing controlled human exposure studies where moderate orgreater lung function decrements occurred wihich were often statistically significant at the group mean level and were frequently accompanied by respiratory symptoms."
• 200 ppb S02, a lower benchmarl< that USEPAdescribes as '1he lowest level at which moderate or greater decrements in lung function in free-breathing controlled human exposure studies were found in some individuals, although these lung function changes were not statisticallysignificant at the group mean level." (Emphasis added.} In setting the NAAQS, USEPA used a model correlating 1-hour measurements to 5 minute measurements to calculate the NAAQS of75 ppb S02that is meantto be protective of exposures at the 400 ppb and 200 ppb benchmark levels. As stated in the Final Rule: "Thus, a 1-hourdaily maximum standard at a level of 75 ppb would be estimated to protect > 99% ofasthmatic children at moderate or greater exertion in St. Louis from experiencing at least one exposure "400 ppb per year, and about 97% to> 99% ofthese children from experiencing at least one exposure ;, 200ppb peryear." (75 FR 119:35542) Thus, it is very clear from USEPA's language that the regulatory level of75 ppb is not a health benchmarl<, and it cannot be interpreted or represented to mean that it is a level above which adverse effects would be expected to occur. USEPAconcluded thatthe results of clinical studies, again in which humans are exposed to S02 concentrations much higherthan those found in ambient air, support a causal relationship between adverse respiratory effects and short-term exposure to S02. USEPAalso used the results from ten epidemiological studies to support the derivation ofthe NAAQS for S02. However, as I noted in

October2013 www.aecom.com Page 3 of6

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

AECOM Environment

responding to questions from Chairman Glosser in my September 17, 2013 testimony before the Board, nine ofthe 10 primary epidemiology studies attempting to correlate short-term exposure to asthma-related emergency room visits or hospitalizations relied upon by USEPA found either no association or very small positive associations, and only one showed a statistically significant positive association. This statement should not be misconstrued, asthe Citizen Groups do, that I am suggesting that USEPA relied only upon one study in its development of the NAAQS. In fact, USEPA itselfacknowledges the lack ofstrong statistical significance in many ofthese studies in the Final Rule (75 FR 119:35547): "Ten studies (some conducted in multiple locations) reported mostly positive, and sometimes statistically significant, associations between ambient S02 concentrations and emergency departmentvisit and hospital admissions in locations where 99th percentile 1-hour daily maximum S02 levels ranged from approximately**5~60** ppb." (Emphasis added.) This information is provided here not to refute the NAAQS, but rather to provide the proper context for understanding the basis ofthe NAAQS and to demonstrate that, contrary to the Citizen Groups' assertion, the NAAQS is a regulatory standard, not a biological threshold value. 502 Concentrations in Illinois To provide additional context, in 2011, the ambient 24-hour air concentration ofS02 in Illinois was 15 ppb, as reported by the Illinois Environmental Protection Agency (IEPA, 2012). The state average of the high'est 1-hour S02 readings over a 3-year period (2009- 2011) is 63 ppb. The IEPA reports the top four 1-hour S02 readings for each ofthe 15 S02 air monitors in the state. Overthe three-year period 2009 to 2011, all readings were below 400 ppb, and onlytwo readings were above 200 ppb (and less than 300 ppb) (IEPA, 2012, Table B-16). Thus, current S02 air quality in the State of Illinois is protective ofeven the most sensitive members ofthe population. S02 emissions by the MPS Group will not increase over current levels during the period ofthe requested variance. As the current levels ofS02 emissions in the state of Illinois have not resulted in any measured 1-hour S02 concentrations nearthe biological threshold of400 ppb, a threshold where only mild, transient and reversible effects are seen in sensitive exercising asthmatics, emissions of S02 bythe MPS group during the period ofthe variance will not resun in any adverse health effectseven for sensitive individuals. At the end ofthe variance period, the MPS emission rate standards for S02would be met. As noted above, S02 emissions would not increase above current levels during the variance period. Thus, the Citizen Groups' assertion (at II.B., page 16) that "The Proposed Variance Would Negatively Impact State and Regional Air Quality ByAllowing More Fleetwide S02 Emissions" is misleading, and inaccurate. Particulate Matter(PM) is Trending Downward The Citizen Groups also assert in their comments (page 9):

October 2013 www aecom.oom Page4of6

# Electronic Filing -Recived. Clerk's Office: 10/07/2013

AECOM Environment

The excess S02 emissions permitted bythe variance would cause..... degradation ofair quality throughout the State (and region) through transformation of S02 into fine particulate matter ("PM2.5"). As stated in my report dated July 18, 2013 filed in support ofthe variance petition, "epidemiological data do indicate that particulate matter is a stronger causal agentfor mortality and morbidity (i.e., effects otherthan mortality) than gaseous S02, and gaseous S02 is usuallyfound in association with particulate matter, as S02 is a precursorfor fine sulfate particles." To summarize the findings in my report, as data become available on the components of PM2.5 from ambient air monitoring locations, and as multi-pollutant models are used to evaluate correlations between health outcomes and PM2.5 components, carbon (also referred to as organic carbon, elemental carbon and black carbon)- an indicator oftraffic emissions -- is consistently associated with adverse health outcomes in the studies where speciation ofthe components of PM2.5 is conducted. Where S02 and/or sulfate (the PM2.5 component) are measured, significant adverse**hea~h** outcome associations are rarely demonstrated (Grahame, 2009). An evaluation of PM2.5 data from air monitors in the closest vicinity ofthe MPS Group plants was provided as part of my report dated July 18, 2013. That analysis has been expanded to evaluate PM2.5 data from all such monitors in Illinois and in relevant areas of Missouri, Kentucky, Wisconsin, and Indiana. The evaluation is provided here as Attachment B. The PM2.5 NAAQS is 12 ug/m3. Of over 70 monitors in the region, 19 have a 3-year (2010-2012) annual average concentration greater than the NAAQS. Ofthese, eight have 2012 annual average concentrations above the NAAQS; however, with the exception oftwo monitors (one in Lake County, Indiana, and one in Cook County, Illinois)the monitors are showing decreasing trends year-to-year. Speciated PM2.5 data are available for seven ofthe monitors where the 3-year average concentration oftotal PM2.5 is above the NAAQS. These data are presented graphically in Figure 3 of Attachment B. As can be seen, S02-related particulates make up a minor component ofthe total, and organic and elemental carbon make up the majority ofthe PM2.5 in all ofthe monitors. It is interesting to note that there is a strong crustal component in the two monitors closest to St. Louis. As S02 emissions will not increase over current levels during the variance period, increases in PM2.5 will not occur due to the operation ofthese facilities. Conclusion In summary, S02 emissions by the MPS Group will not increase over current levels during the period ofthe requested variance. As the current levels of S02 emissions in the state of Illinois have not resulted in any measured 1-hour S02 concentrations nearthe biological threshold of400 ppb, a threshold where only mild, transient and reversible effects are seen in sensitive exercising asthmatics, and where in fact all but two 1-hour S02values are below 200 ppb, emissions of S02 bythe MPS Group during the period ofthe variance will not result in adverse health effects- even for sensitive individuals. The NAAQSfor S02 of75 ppb is a regulatory standard statistically derived to be protective ofshortterm exposures to**sens~ive** individual to levels of S02 at health-based thresholds of200 ppb and 400

October 2013 www.aecom.com Page 5 of 6

# Electronic Filing -Recived, Clerk's Office: 10/0712013

AECOM Environment

ppb. Thus, while the NAAQ8 can be viewed as a level below which no adverse health outcomes would be expected to occur, it is not**itse~** a health-based threshold. While 802 is a precursorto PM2.5 fonmation, the PM2.5 data for Illinois indicate that sulfates comprise only a minor component oftotal PM2.5. Again, as 802 emissions will not increase over current levels during the period ofthe requested variance for the MP8 Group, sulfate-derived PM2.5 levels will also not increase over this time frame. Finally, the Citizen Groups air model results are contrary to the available measurement data; this is not surprising as they did not use appropriate model inputs. Leaving all else constant in their models, the use ofsite-specific emissions estimates and stack heights would result in no areas with predicted exceedances ofthe 1-hour NAAQ8for 802. Thus, the proposed variance is protective of human health, and will not result in adverse health effects, even in our most sensitive populations. References Goodman, J.E., Dodge, D.G., and Bailey, L.A. 2010. A framework for assessing causality·and adverse effects in humans with a case study ofsulfur dioxide. Reg. Toxicol. Pharmacal. 58:308-322. Grahame, TJ. 2009. Does improved exposure information for PM2.5 constituents explain differing results among epidemiological studies? Inhalation Toxicology, April 2009; 21 (5);381-393. IEPA. 2012. Illinois 2011 Annual Air Quality Report. November 2012. Illinois Environmental Protection Agency. http://www.epa.state.il.us/air/air-qualitv-report/2009/index.htm.

October 2013 www.aecom rom Page6of6

# Electronic Filing -Recived. Clerk's Office: 10/0712013 

# A: 

# COM Technical Critique of Recent Air Quality Modeling Analyses ofthe Edward, Joppa,.and**~ewton** 

## Plants
Robert Paine, AECOM

September 30, 2013

Introduction In 2010, the United States Environmental Protection Agency (EPA) promulgated' a stringent National Ambient Air Quality Standard (NAAQS) for sulfur dioxide (S02 )with a 1-hour averaging time. EPA's implementation ofthis new standard has considered both monitoring and modeling approaches, and the agency plans to address large S02 sources over the next few years with a hybrid approach that could include a combination of modeling and/or monitoring. In many cases, the use of modeling and the failure to consider actual emission levels can lead to a distorted assessment ofair**qual~y.** Various environmental groups have performed modeling exercises forthe 1-hour S02NAAQS compliance demonstrations to support their contentions ofalleged nonattainment. One such demonstration2conducted by Mr. Steven Klafka ofWingra Engineering involves three coalfired power plants in Illinois: the Edwards Power Plant, the Joppa Electric Steam Station, and the Newton Power Station. This modeling utilized both allowable emission rates as well as peak actual emission rates to demonstrate their contention that S02concentrations would be above the NAAQS by a large margin. In reality, such an approach grossly overstates actual emissions from these facilities, as well as their impact on ambient air quality. As explained below, the Klafka modeling represents a very conservative analysis that does not present credible results. EPA's Implementation ofthe 1-Hour SO, NAAQS EPA's 2010 revision tothe National Ambient Air Quality Standards (NAAQS) for S02signaled a significant change in the agency's historical regulatory approach to implementation by indicating its consideration of reliance upon modeling rather than monitoring when designating areas' NAAQS compliance status. Atthe same time, EPAsuggested that modeling might become a requirement for S02infrastructure State Implementation Plans (SIP) submittals.

1 75 FR 35520, Jun 22, 2010. 2http://action.sierraclub.org/site/DocServer/Air Pollution Modeling Joppa Newton Edwards.pdf. Whilethe Sierra

Club has provided regulators and public officials a report oftheir findings, the**unde~ying** data and modeling inputs have not been made publically available for independent review and verification.

October 2013 www.aecom.oom Page 1of 14 Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATIORNEY CLIENT COMMUNICATION /ATIORNEY WORK PRODUCT

# Electronic Filing -Recived. Clerk's Office: 10/07/2013 

# AE'COM EPA issued draft guidance3 in September 2011 on S02 NAAQS implementation that covered modeling issues among othertopics, for which many comments were received. The comments relayed a significant concern for reliance upon modeling only, instead ofor in combination with monitoring, for assessing NAAQS compliance, especially regarding the accuracy of modeling forthis purpose. In April 2012, partly as a result ofthese comments and as a result ofthe large burden to states that the NAAQS implementation would have, EPA issued letters4 to each state that significantly changed the momentum and focus on modeling for the initial steps of S02 NAAQS implementation. These letters removed the immediate requirement for State Implementation Plan (SIP) submittals to show, via modeling, that S02 sources will not cause or contribute to a violation ofthe standard. Instead, EPA recommended that states should focus their June 2013 SIP submittal on traditional infrastructure requirements. After issuing a "white paper" in May 2012 with proposed approaches5 for demonstrating NAAQS compliance around significant S02 sources or groups of sources, EPA held stakeholder meetings in May and June 2012 to ask for input on monitoring, modeling, and NAAQS implementation issues. On February 7, 2013, EPA issued another white paper6
, considering comments it received on the May 2012 S02 white paper and subsequent stakeholder meetings, which proposed a new strategy for implementing the 1-hour S02 NAAQS. Importantfeatures mentioned in this white paper are: EPAwill focus on priority sources based on the magnitude ofemissions and populations in proximity of emissions, with recognition of resource limitations. EPAwill provide sufficient time for agencies to develop the appropriate data to characterize air quality. The starting pointforfuture S02 designations should be a monitoring network to adequately characterize air quality in areas of concern.
• Although the focus will be on monitoring, there will be flexibility to consider modeling as well using actual hourly emissions, actual stack heights, and concurrent meteorological data from recent years to characterize current air quality. This change refiects a realization that this more reasonable modeling approach could more accurately estimate the actual ambient air quality that would be measured by monitors. In May 2013, EPA released 7 draft versions ofthe S02 NAAQS Designations Modeling Technical Assistance Document and the Source-Oriented S02 Monitoring Technical

3 U.S. EPA. Guidance for 1-Hour S02 NAAQS SIP Submissions. Available at

htto://www.epa.gov/airqualitv/sulfurdioxide/pdfs/DraftS02Guidance 9-22-11.pdf. 2011. 4 A sample letter is available at http://www.epa.gov/air/sulfurdioxide/pdfs/20120413SECletter.pdf. 5 Available at httpJ/www.epa.qov/oagpsOO1/sulfurdioxide/pdfs/20120522whitepaper.odf. 6Available at http://www.eoa.qov/airaualitv/sulfurdioxide/pdfs/20130207S02StrategyPaper.pdf. 7 Available at http://www.epa.gov/oagps001/sulfurdioxide/Qdfs/S02ModelingTAD.pdfand

http://www.epa.gov/oagps001/sulfurdioxide/pdfs/S02MonitorinqTAD.pdf.

October 2013 Page 2 of 14 www.aecom.com Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATIORNEY CLIENT COMMUNICATION /ATIORNEV WORK PRODUCT

# Electronic Filing- Recived. Clerk's Office: 10/0712013 

# AE'COM Assistance Document (TAOs) for public review and comment. EPA developed these documents to assist state, local, and tribal air agencies to characterize ambient S02 air quality through modeling or monitoring in areas near emission sources. EPA expects to establish further requirements for monitoring and modeling data used for designations in a future rule, probably later in 2013. The draft modeling TAD also noted that "other parties" maywish to accelerate the pace ofthe NAAQS review and submit their own "credible" modeling information without consulting the sources being modeled. However, such modeling information should not be considered "credible" until a source-specific protocol for modeling is submitted and approved by a regulatory agency. This approval should not be granted unless and until the owner or operator ofthe source has an opportunity to review and comment on the proposed modeling approach. In many cases, such third-party modeling could have the following limitations: Input stack information is incorrect Fenceline information is not accurate or is not considered Actual hourly emissions data is not used, which is a key issue in the Sierra Club modeling, as noted below A more accurate version ofAERMOD, utilizing updated lowwind speed beta options, is not used. Any ofthese issues could lead to incorrect and misleading modeling results that would disqualifythem as being credible evidence of NAAQS "violations." 502 Monitoring Data Contradicts the Sierra Club's Modeling Results for the Edwards Power Plant The level ofthe S02 1-hour NAAQS is 75 ppb, and the form ofthe standard is the 99'" percentile peak daily 1-hour maximum value, averaged over 5 years of modeling. Modeling results are characterized in terms of "design concentrations"; that is, the concentration expressed in the form noted above that is compared with the NAAQS. The result ofthe comparison can affect the "design" ofemission controls needed to meetthe NAAQS, hence the term "design concentration". Whenever possible. modeling demonstrationsto determine NAAQS compliance should be challenged by reviewing available monitoring data. There are two S02 monitors in the vicinity ofthe Edwards plant (located south of Peoria, Illinois), as shown in Figure 1 in an Illinois EPA Technical Support Document (TSD)8

. As shown in the figure, and verified by a pollution rose from the Illinois EPA TSD, the monitorto the south ("Pekin") is impacted by other nearby

8 From Illinois EPA's "Technical Support Document: Recommended AttainmenVNonattainment Designations in

Illinois forthe 2010 Revised Primal)' 1-Hour SOz National Ambient Air Quality Standard-, available at http://www.epa.gov/so2desiqnationslrecletters/R5 IL rec wtechanalysis.pdf.

October 2013 www.aecom.com Page 3 of 14 Technical Critique of Recent Air Quality Modeling Analyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATTORNEY CLIENT COMMUNICATION /ATTORNEY WORK PRODUCT

# Electronic Filing- Recived. Clerk's Office: 10/07/2013 

# A: COM Figure 1 Sources and Monitors nearthe Edwards Power Plant

,Major S02 Emission Sources in' ;_Tazewell and Peoria Counties

- 1- • FULTON



# - I-"- 

### ,._ MASON 

# - • • 

# -.

--.

Figure 2 Pekin Monitor Pollution Rose Wind Rose Pekin Hours> 75 ppb 200S.2010 

### • 

# .....

# _ '.- 

# .--

TAZEWELL !

# "'~' 

# .- -**:..,.~** 

# ,_**--~-;** 

# ,- WOODFORD



# - .- I

Legend
•**t00WYS02F~** 6 S02.....,_ 

## c:Jc-!y- 

## '

October 2013 www.aecom.com Page 4 of 14 Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATTORNEY CLIENT COMMUNICATION /ATTORNEY WORK PRODUCT

# Electronic Filing

-RecivE!d. Clerk's Office : 10/07/2013 

# A: 

# COM sources, and winds rarely advect the Edwards Power Plant emissions to the monitor south of the plant. A second monitor to the north ("Peoria") more likely to be affected by the Edwards plant and other smaller sources even closer to the monitor (see the Peoria wind rose9 in Figure 3), but the design concentration shown in the Illinois EPA TSD is only 39 ppb, slightly more than 50% ofthe NAAQS. The modeled design concentration at this monitoring location presented in the Klafka report is over 300 ppb. This comparison shows how distorted and misleading the Klafka modeling resutts are in representing real-world S02 concentrations in the vicinity ofthe Edwards Power Plant. Any modeling demonstration that is this far offfrom reality cannot be credible. Figure 3 Peoria, Illinois Wind Rose**'Mt~~**

&r.!on,>4<2.ptqRJA""lfJ.TER-IIM'l,ll

' 

# . ' ' 

### : ' ' 

### ' ' 

### • ' ' ' 

# . ' ' 

# . ' 

# . • • 

# . • • ' ' 

# . .**~-**

# ..**~--~** 

# 1--------·------··-------·**;~** ;**~** 

# . ' 

# . ' ' ' '

''

# .

. '.'.•\ ' ' 

### • '' •



# ... . 

# . . 

# .

- '•, 

### • 

# . ',

# .



# . • 

# ·.

.. 

# . . •,



# . 

# ·- 

# · 

# ..·- -· ...

.

# -. 

# ·.

' 

# . : '

......_ 

### ..



# -



# ..

: '. 

# ...\**~**



# . ' ' 

# . '\ '''

### • ' ', '

'

• 

# . . ' 

# .

9 As taken from the Illinois EPA S02NAAQS TSD for nonattainment Iattainment designations.

October 2013 WWN.aecom.rom Page 5 of 14 Technical Critique of Recent Air Quality Modeling Analyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATIORNEY CLIENT COMMUNICATION /ATIORNEY WORK PRODUCT

# Electronic Filing- Recived. Clerk's Office: 10/07/2013 

# A:CO.M The proximity ofthe Archer Daniels Midland plant tothe Peoria monitor could account for the background ccncentration ofabout 10 ppb as noted in the Klafka report). Ofthe remaining approximately 30 ppb attributable to the Edwards plant, the Klafka modeling prediction is about a factor of 10 too high. Ifthis factor is applied as a ccrrection to the reported Klafka report peak modeled result of about 1500**~g/m** ,the adjusted plant-only contribution is about 150**~g/m ,**  or about 57 ppb. Afterthe background of 10 ppb is added, the result is about 67 ppb, which is belowthe S02 NAAQS of75 ppb. Sierra Club Modeling is not Credible for Testing Compliance Against the NAAQS At a minimum, any credible modeling to be used in lieu of monitoring to show NAAQS ccmpliance must use actual hourly emissions data and actual stack heights. This is evident from the EPA's Modeling TAD issued in May 2013, and it is simply ccmmon sense. It is also noteworthy that the extensive evaluation 10 ofAERMOD, EPA's preferred short-range model, used actual hourly emissions. However, the Sierra Club's modeling used both allowable emission rates and peak actual emission rates. Both sets ofthese emission rates are often much higherthan actual hourly emissions, and can only be regarded at best as a ccnservative screening analysis. Ifsuch a modeling analysis results in NAAOS compliance, then results can be presented as clear evidence of NAAQS compliance with a substantial margin. Otherwise, if NAAQS violations are modeled with such a ccnservative approach, it is prudent to proceed to a refined analysis. Instead, Klafka has misleadingly decreed these results as "evidence" of NAAQS violations. The limited time available for review ofthe Klafka report and EPA's failure to release by the end of September2013 an updated version ofAERMOD with ceding bugs fixed has made it infeasible to conduct newAERMOD modeling with actual hourly emissions. Instead, a review ofthe actual S02 emissions during the period 2008- 2012 is another way to indicate howthe Klafka modeling results should be adjusted (scaled downward) to better reflect reality. Recent comparisons11 ofAERMOD modeling using peak actual emissions versus actual hourly emissions by Paine at the 1Oth EPA Modeling Conference indicate that a fixed emission rate that produces modeling results similartothose using actual hourly emissions is a ranking on the order ofaboutthe 60th percentile (depending upon the distribution). An example is shown in Figures 4 and 5 from the Paine presentation noted above for the Lovett Power Plant, one of the databases evaluated with AERMOD by EPA. Figure 4 shows the cumulative emissions distribution, and Figure 5 shows, among other results, the modeled 99th percentile peak daily 1- hour maximum {the "design concentration" to be ccmpared to the S02 NAAQS). Figure 5 shows that the design ccncentration that results from the use ofthe maximum actual hourly emission rate is about 540**~g/m ,**  while that using actual hourly emissions is about 215**~g/m .**  The ratio ofthese two concentrations is about 2.5. From Figure 4, it is evident that the emission percentile computed from the peak emission rate (about 330 g/s) divided by 2.5 is at the 60th percentile level. The other cases in the Paine presentation yield similar results.

10 Available at http://www.epa.gov/ttn/scrami7thconf/aermod/aermod mep.pdf.
11 See the EMVAP presentation made by Robert Paine at EPA's 10• Modeling Conference, available at

http://www.epa.gov/ttn/scram/10thmodconf/presentations/2-11-EMVAP Emissions Processor.pdf.

October 2013 WNW.aecom.oom Page 6 of 14 Technical Critique of RecentAir Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATTORNEY CLIENT COMMUNICATION /ATTORNEY WORK PRODUCT

# Electronic Filing- Recived, Clerk's Office: 10/0712013 

# AE'COM Figure 4 Lovett Evaluation Database 502 Emissions Distribution 

### Frequency Distr.ibution .ofS02 

### Emissions 

### at Lovett, 1988 ::

.::: 'it> 

# s =-=- 

## E 0 

### i :.:

## ~

## ~**~=** 

### IIIII &**~** ::l**~:** 0 :J: 

### 'II

## II 

# mnr !1111 

# lllll

:: 

# • II



# • ·::::; 

# .. 

# .. PercentofEmissions Figure 5 Modeling Results for Lovett

October 2013 EMVAP 50th Percentile Results for Lovett Generating Station ""I**mw~--------------~~------------------** E 

## r i ---i 

# ....**""'~-----3-l ~---**  

# ..··-··**··---~~-~----;,**

# ~ 

# ""I r

# r==EMVAP_r.es_ults.ar:.e_altm.v~h_bettE!r~ ,. ""**than~using** 

### peakemissiqns. · >

## ~-**----~** '

## -~~ 

# .. e. .,..f-·

## --------1 c .!!,. 

## 1!
. 1:,., 

### 8 C I BH ""[- 

## Sl "" '**~** .<:**~ ~**  0 C>bsr'Md**r..Bl:MOO~hAERMOOwit.h£MVAP5-(a!ll!'** (MVAPlO. (MonltQ!'} Actual MA"ldmvrn**fqu~tlr•efl-** Crte Eqtsod**Emi»k:l~** Emts.sicM OiJUitMbl Freq..**~ributlon**

Page 7 of 14 t:MVIJ'21). f.MW,PS<.ase [t.'!VAPl(J- [MVAP20.**~** f®af.**£rn.G~R;!I1!** Case tml'l'i:ion (as.eo£n-Jsdon f:t"Q. DistributiJm**~w P.&~**  Oktrlbutio!\**DO:w~ion** Oit.tl'hutl::m

ww.v.aecom.com Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ADORNEY CLIENT COMMUNICATION /ADORNEY WORK PRODUCT

# Electronic Filing

-Recived. Clerk's Office: 10/0712013 

# A: 

# COM This type ofanalysis can be used to scale the results from the Klafka modeling to estimate a realistic modeling outcome that would occur with the use ofactual hourly emission input to AERMOD. Figures 6 and 7 show the cumulative frequency distribution of hourly S02 emission rates from Edwards Units 1 and 2 combined, and Edwards Unit 3, respectively. It is evident that the emissions atthe 60t" percentile range ("typical emissions") are less than 10% ofthe allowable emissions modeled by Klafka: about 1,600 lb/hrfortypical emissions vs. 17,763 lb/hrfor allowable emissions on Units 1 and 2 combined, and about 1,500 lb/hrfortypical emissions vs. 16,8461b/hrfor allowable emissions. This factor-of-10 or more adjustment due to emission rate input to the modeling is consistent with the same adjustment noted above to correct the Klafka overprediction at the Peoria monitor. Figure 6 Edwards Units 1 and 2 Emissions Distribution
Cumulative Frequency Distribution of2008·2012 Hourly S02 -Emissions for Edwards Power Station Units 1and 2

...

'(I .,....----- . --·---·----- ... ------------·-- ... ------------------------ . -·--·------------·---

QOO-•- Jro'lf---· ·--------------- ·-**-------~--~--- ~--------**  --------- !11>:0

---



# ---

.**~;.oro** t· 

### ----- -----··---

e , --- 

### ln""___

....._**!~)) ~--**  

### ·-**SF~- -~-**  .. ---------------- ·---------------11**fm:~**

## .,..____ =



## ""'" ·-· u" : lf>O:.'I•-----


### =· 

## ""'.

# ~ll1mml1l ' "' 

## "' " "' "

October 2013 www.aecom.com Page 8 of 14 Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ADORNEY CLIENT COMMUNICATION /ATIQRNEY WORK PRODUCT

# Electronic Filing- Recived. Clerk's Office: 10/0712013 

# A.: 

# COM Figure 7 Edwards Unit 3 Emissions Distribution Cumulative Frequency Distribution of 2008·2012 Hourly S02 Emissions for Edwards Power Station Unit3 

### ""'----

.**-~-----~------** 

### --------- .

### --- ------.---------·-------- .tS{:C .,.............-----

.**«W~>-----------------------------------------------------------------** 1 1
:

# 4~--**-~I** I :!**~~.---------------------------------------------------­** 

## ""' ·_,-· 

### ···------------------------- ----------------**~00 -~---------~------~-------~------------------~-----Hi**  

## I

_,., +-'-------------------**~ ~,,** ________________________________________________________1i 

# t...·•···· ..---------------- -, .. ·l**~""'** ·---------------------------------· ------ --------- ------------------------- s 

## f'"**~------------- :nm~--------------------------­** **~~:-----------------------------** . '



# .I ""'------------------------------------------------:·:o t!HHH- • I



## . I

# ~·~·~lH:HIH I 

# I ' 

### i

. I :I



### I ' "' 

## " " :to:) '«! 1:10!

-- -- - - ··--·--··-·--·--·-·--..1 Additional Modeling Issues for Edwards Power Plant Any new modeling ofthe Edwards Power Plant, when EPA issues its modeling guidance and any pending updates to AERMOD, will need to consider the following issues.
• Actual hourly emission rates and exhaust parameters should be used.
• Actual stack heights (NOT artificially truncated stack heights at Good Engineering Practice height) should be used. The Klafka modeling does not use the appropriate emission rates, the appropriate stack height, and other stack parameters such as flow rates, diameter, and temperature need to be verified with Ameren before being accepted. In fact, Ameren has separately indicated 12 to me that the Klafka stack parameters (both stack physical and exhaust parameters) are incorrect and would tend to lead to overpredictions. In spite ofthese issues, both the monitorvs. modeling comparison and the misrepresentation ofthe effective average emission rate by the Klafka

12 The stack diameterfor Units 1 and 2 used by Klafka does not appropriately consider the merged flues for these

two units. In addition, the temperature and flow rates for these units used by Klafka are too low.

October 2013 www.aecom.com Page 9 of 14 Technical Critique of Recent Air Quality Modeling Analyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ADORNEY CLIENT COMMUNICATION /ADORNEY WORK PRODUCT

# Electronic Filing

-Recived. Clerk's Office: 10/0712013 

# A.: COM modeling results in about a factor-of-10 overprediction, which, if corrected, would result in modeled NAAQS compliance for the Edwards Power Plant. Model Overpredictions are Reported by Klafka forthe Joppa Steam Station There are no 

### 802 monitors in the vicinity ofthe Joppa Steam Station, which is located near Joppa, on the Ohio River in extreme southern Illinois. However, the emissions scaling conducted for the Edwards Power Plant can also be used for Joppa to determine an adjustment to the Klafka modeling results. Klafka modeled each ofthe three Joppa units' allowable emissions at a rate of about 12,286 lb/hr. The 60th percentile frequency emission rate forthe three units, as shown in Figure 8, 9, and 10, is about 2,000 lb/hr forthe period of 2010-2012. This results in an adjustment downward bya factor of more than 6 from the Klafka results. In addition, the Klafka modeling utilized an improper stack height, since the May 21, 2013 EPA guidance indicates that actual stack height is to be used (550 feet versus the 407.33 feet used in the modeling). The effect ofthis adjustment is estimated from SCREEN3 13 runs to be about 7%. Combining these factors and adding a background of23.5 J.lg/m3
, results in atotal design concentration of about 193 J.Jg/m3
, which is below the NAAQS of 196.5 J.Jg/m3

. Figure 8 Joppa Stack 1 (Units 1 and 2) Emissions Distribution Cumulative FrequencyDistribution of2010-2012 Hourly 502Emissions forJoppa Steam Electric Station Stack 1 (Boilers 1 and 2}**~~----------------------------~------------------------­ '~+--------------------------------------------------------­** **MOO~------------·-----------------------------------------------·-·of** <100 

## """ -------- -----·----11 

## ""'+-y---·-----------------------------
..**-------------·-----------------~1** 

### %oo!-----------------------·----------------------------------------!l**~oo+---------------------------------------------------------H ~**  3200 L ---·--- 

# -------·---------------------------------11**~3000** 

## tiwoo+--------------------------------------------------------.lHI**~nw+--------------------------------------------------,,,JllHl** 

## &,.oo+--------------------------------·----------------
..**,"'~ll1111Illl-lll** § »oo i------ --------------------------

### -------------------,·cc.~riiHHHliHilH

### lNOO+---------------------------------~.**~** """ IHIIH!lHIIHIHliiiHHtiiHllHHHI!H**~~~----·····---------···--------~nctHllllllliHilllllllllilllHIIHfH~HHtllliHI·IIliiHI~l**



### ""' +--------------.crti·Hill+lllllll+l-llHIIHJHijllliHllltnlltllllilH11-lHtH11H-IIH11+1-IlHll-lllllli**uoo+-------~**

### ..**,.tH~I-lllliiii+IIIHII+I-IHIIIIIlllllllllltl** moo 

### +-------,»lHIIIHIHIIIHIWIH**soo+---~·II-IHIH11HIIIHI+IIHHHIIH·IIIIHHHI+I~~~~,IHI1~** 

# :tti 1

# 1~1fl:tt**1111!HIIHIIHIIHII·II** HIHimJLIHIHIll 

## ""'m**oJUilUllJJ~JllW~ll~IJJJUliWlUWW)UJJIWill.IJUlll.uplllJ~liJIJJJllJIJJJlll~llJllJ~llJ~** 0 10 

# "' "' 100

13 SCREEN3 is an available screening model tool that is based upon the Industrial Source Complex model, which

preceded AERMOD. SCREEN3 was used for assessing the relative difference between predicted impacts due to two different Joppa stack heights.

October 2013 www.aecom.rom Page10of14 Technical Critique of Recent Air Quality Modeling Analyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ADORNEY CLIENT COMMUNICATION /ADORNEY WORK PRODUCT

# Electronic Filing

-Recived. Clerk's Office: 10/0712013 

# A: 

# COM Figure 9 Joppa Stack 2 (Unit 3 and 4) Emissions Distribution Cumulative FrequencyDistribution of2010.2012 Hourly S02Emissions forJoppaSteam ElectricStation Stack2 (Boilers 3 and 4) ::+,----_··-_·__________**-_-_-_-_-~=---·--·_-_·:-** 

### __

--_-_-_-___ - __ -_--_

.._.

______,_______ ··_-::·_-_-_--_-_-_,-1 

# *00+,------------------------------------------------------------; 

# "'"' !**.:~1oo**

## t,---------------------------------H

# ~=+t_·-:_::::-
____________________,_ --

# --~- --------,-, -;-z.coo t---------------------------------:orr1t1HIW 

## i 1100 ·-·-·------------------------------------------------------------------m1rillll

### ~**~-------------------------** ..... :xx:oj**~** moo ...___ ___**~ HII'~HH**  

# 1

UlOO +:---------------=rrttl**l~oo** +-----------------,- IHIHIIHiH

# ~**tii~H.HIHt!Hi**IHHHHHHHH+HiHI

# ':::::~:wuu>~ltltltHiltHtl 0 30 

## "' 90

-----------------------------------·-·---- Figure 10 Joppa Stack3 (Units 5 and 6) Emissions Distribution Cumulative FrequencyDistribution of2010-2012 Hourly S02Emissions forJoppaSteam Electric Station Stack 3 (Boilers 5 and 6) 

# .,"'I ' 

# """', w---- ••• .1 

### """'1 3600 3<00 j 31.00 j i 

# _,

---- ---**~--~- ------~-**  

### --

## ~=l E} 2600**~** 

### - --- .. 

## i 1.400 •**~** 1100

# i $

# ·=**~----------------------------~--=----·--------**

..**~** tr.oo I '**~**

1400 J .. 

# ::r--------------- - ,.

# ~-I ..

' ... I

..... ,. ' ' 

### ' 0 lO 10 

## "' "" 

## "' ro m 

## "' ..,**PucentofEmb:!~**
October 2013 www.aecom.com Page 11 of14 Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATIORNEY CLIENT COMMUNICATION /ADORNEY WORK PRODUCT

# Electronic Filing

-Recived. Clerk's Office: 10/07/2013 

# AS' 

# COM Similar Model Overpredictions are Evident forthe Newton Power Plant There are no S02 monitors in the vicinity of the Newton Power Plant, which is located near Newton. IL in Jasper County. However, the emissions scaling conducted forthe Edwards Power Plant can also be used for Newton to determine an adjustment to the Klafka modeling results. Klafka modeled each of the two Newton units' allowable emissions at a rate of 831.6 g/s, or 6,600 lb/hr. The 70&o percentile frequency emission rate forthe two units are about 3,000 and 2,800 lb/hr, respectively, for the period of 2010-2012, as shown in Figures 11 and 12. This results in an adjustment downward by more than a factor of2 from the Klafka results. Ifwe conservatively adjust the Klafka results by exactly a factor of2 downward, then the predicted design concentration, wijh consideration ofthe background of23.5 1Jg/m3• atotal of about 171 IJQ/m3 (below the NAAQS of 196.5 1Jg/m3). Figure 11 Newton Unit 1 Emissions Distribution Cumulative Frequency Distribution of2010-2012 Hourly S02 Emissions for Newton Power Station Unit 1 6800**·~""** "" ·······-·---- ________,____ -- 6600 • &400 6100 6000 5800 5600 

# ''"" S200 

# """ 4800 ":"<600

---**~** 4400 ;;;. t:llOO 

## 6=**-~~**

- 3600**~** 3200 -" 3000 

## a'soo X 2600

2400 '2100 .1000 

# """
·- 1600 1400 l200**~** 1000 

# ""' 

# ""' 400 200

0 0 10

October 2013 -.----·----------------- "'"'""'-····-----------····-·--- ----------------------------------------------------------·-·-·-·-·----,

30 70 90

www.aecom.com Page 12 of 14 Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATIORNEY CLIENT COMMUNICATION /ADORNEY WORK PRODUCT

# Electronic Filing- Recived. Clerk's Office: 10/0712013 

# A: 

# COM Figure 12 Newton Unit 2 Emissions Distribution Cumulative Frequency Distribution of 201Q-2012 Hourly S02 Emissions for Newton PowerStation Unit 2

# ~+= :==============================================================l**~oo+---------------------------------------------------------------;i: ~**  

### +-----·-·--··--·----------·------------------------------------

1 1 

# :E

# ::;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;u'

41:00

# + 

# :,;**~=**

# t·==============================;:;T.Ittll**~3&00** 

## 1------------------------------:TII 1**~** 3400**~** 

### H+tltH



## ' I 

## ! 3200 1**~~+--------------------------~nttt+~·HljH~~~!tlt~tltlll** ' .!i 2soo +.

### ------------------,-;onrtHH+IHIIlHf.HIH~IfHH'-'HHIH+l 

### I "' ' n 

### I**~ ~!~** 

# t------------
--- --------------------------------------------H·**H~+HffiHI-HJ.!H**IIHllHHl-IH-IIll**~** 2200 

### IH-HliHI



### i i I 

### i**woo+---------~.HUlll-Hl1~fl+tU~llH~I+Hllll·U-Hll4HlH:IHlllll-HJ.IH11lll+lfHH** 

# = tl



# =====;:;:;;:tii:mtUtl .. •· 

## -

-

. ' ' .



# .. ! '



## ! ! 20 

# ,., "' 

# "' "' 10 

## "' 

# "' 100**Ptrc:~t**offmintoM

Conclusions The Sierra Club has conducted modeling to assess the S02 NAAQS compliance status ofthe Edwards, Joppa, and Newton plants operated by Ameren in Illinois. This modeling exercise is an extremely conservative screening analysis that does not provide credible results because the emission rates used for allowable emissions are manytimes that of average actual emissions. Forthe Edwards plant, the comparison ofthe Sierra Club's predicted concentrations with those actually monitored near Peoria confirms the overprediction tendency ofthe modeling. An independent adjustment ofthe modeling results based upon a ratio oftypical S02 emissions (at about the 60th percentile frequency is consistent with other evaluations and with the Peoria monitoring results, and indicates that modeling with actual emissions would likely show NAAQS compliance. A similar scaling analysis for the Joppa and Newton plants also leadsto the conclusion that with appropriate emissions and stack parameters, modeled NMOS compliance would likely result.
26787-0042

October 2013 www.aecom.com Page 13 of 14 Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ADORNEY CLIENT COMMUNICATION /ADORNEY WORK PRODUCT

# Electronic Filing- Recived. Clerk's Office: 10/07/2013 

# AS'COM

CH2\13612896.1\10.01.1310:19
DRAFT

October 2013 www.aecom.com Page 14 of 14 Technical Critique of Recent Air Quality ModelingAnalyses ofthe Edward, Joppa, and Newton PRIVILEGED AND CONFIDENTIAL/ATIORNEY CLIENT COMMUNICATION /ADORNEY WORK PRODUCT

# AE'COM Electronic Filing

-Recived. Clerk's Office: 10/07/2013

STAFF Resume Environment Chelmsford, MA 2013



## Robert 

# J. Paine, C.C.M., Q.E.P. Associate Vice President

Years Experience: 38
Professional History AECOM Environment Education MS, Meteorology, Massachusetts Institute of Technology BS, Atmospheric Science, State University of New York at Albany Technical Specialties Design and Implementation of Air Quality Models Meteorological Analyses Permitting Studies Field Investigations Impact Analysis of Airborne Toxic Releases Expert Witness Testimony
Professional Registrations & Affiliations Certified Consulting Meteorologist Qualified Environmental Professional Representative Project Experience A. Air Dispersion Modeling Applications ConocoPhillips {AK). Modeling consultant for review of modeling procedures used for offshore drilling activities in the Chukchi Sea. The modeling involved localized impacts near drilling vessels as well as on-shore impacts from this activity. Models reviewed were OCD, AERMOD, and CALPUFF. Eastman Chemical Company, Kingsport, TN. Principal investigator for site-specific monitoring and modeling study to resolve an 502 nonattainmant area in Kingsport, TN. The study has involved installation of meteorological and monitoring equipment and negotiation of monitoring and modeling protocols with reviewing agencies. Columbian Chemicals, Marshall County, WV. Advisor for and reviewer of local modeling applications using RTDM and CALPUFF and review of a 1· year site-specific meteorological database gathered by ENSR Corporation in 1996 for the Industrial Source Group. Entergy Mississippi, Louisiana, andArkansas BART (MS, LA, andAR). Principal modeling investigator for BART detenninations for Lake Catherine, White Bluff, Michaud, Gerald Andrus, and Baxter Wilson power plants using CALPUFF for visibility improvement modeling. Entergy NAAQS Compliance Modeling and Permitting {LA): Principal modeling investigator for permitting and compliance modeling for Little Gypsy and Michaud. Arizona Public Service (NM). Principal modeling investigator for BART visibility modeling support to APS for the Four Corners Power Plant ard the Cholla Power Plant using CALPUFF for visibility improvement modeling. Salt RiverProject (AZ). Principal modeling investigator for BART visibility modeling and central technology support to SRP for the Navajo and Coronado Generating Stations. Dominion Energy (VA). Principal modeling investigator in a PSD penni! for a 1280-MW natural gas-fired power plant in Wanren County, Virginia, just 7 km from the Shenandoah National Park. The project dealt with significant complications involving PSD Class I impacts, 1-hour NO, modeling, and

Page 1AECOM
AmericaI Meteorological Society Air & Waste Management Association American Institute of Physics American Meteorological Society: Chair, Air Pollution Committee, 1996- 1998 Sigma Xi 

# Electronic Filing

-Recived. Clerk's Office: 10/07/2013

Robert J. Paine Resume Environment PM2.s increment modeling. Chelmsford, MA 2013

Confidential Clients (PA, DC, and /A). Principal modeling investigator in conducting 1-hour SO, and NO, NAAQS compliance modeling for several actual and hypothetical facilities. Sithe Global, LLC (NM). Principal investigator in a PSD pennit for a 1500- MW coal-fired power plant (Desert Rock) in the Four Corners area of New Mexico. The project was on Navajo Nation land, and included consideration of Indian affair issues. Other unique challenges for this permit were the presence of 15 PSD Class Iareas within 300 km. Unistar (MD). Principal modeling investigator in PSD permitting of a new nuclear-powered 1600-MW unit at the Calvert Cliffs Nuclear Power Plant near Lusby, MD. Consolidation Coal (VA). Principal modeling investigator in permitting of coal-fired drying equipment associated with a coal preparation plant in Buchanan County, VA. This PSD project submitted in 2000 involved use of advanced complex terrain modeling with site-specific data gathered by ENSR. CALPUFF modeling was conducted for impacts at Linville Gorge and Great Smoky Mountains National Pari<. Greene Energy Project (PA). Principal dispersion modeling advisor for a waste coal-fired project proposed for southwestern Pennsylvania. This project involves local modeling with an advanced air quality model, AERMOD as well as refined CALPUFF modeling impacls at Dolly Sods, Otter Creek, and Shenandoah PSD Class Iareas. Tucson Electric (AZ). Principal modeling investigator in the permitting ofan approved expansion of the coal-fired Springerville Generating Station in eastern Arizona; modeling involved CALPUFF for three PSD Class I areas and testimony before the Arizona Corporation Commission. Basin Electric Power Cooperative (ND). Principal investigator in review of CALPUFF modeling of

### so, increment consumption at several PSD Class I areas in North Dakota and Montana due to emissions from lignite·fueled power plants. ENSR used an advanced modeling approach for CALPUFF that showed more accurate modeled impacts than that indicated by EPA and North Dakota modeling. Newmont Mining (NV). Principal dispersion modeling investigator for permitting of a coal-fired power plant in north central Nevada. Local modeling involved use of AERMOD with meterological input from ENSR-operated meteorological tower and sodar. PSD Class I impacts were modeled with a refined CALPUFF analysis for a nearby PSD Class I area. B. Selected AirQuality Model Development Projects Minerals Management Service. Assisted in the development and evaluation ofthe Offshore and Coastal Dispersion (OCD) model. This model was submitted to EPA and it became the preferred dispersion model fur outer continental shelf emission sources. Electric Power Research Institute. Principal investigator in the development ofthe Emissions Variability Processor (EMVAP), the SubHourly AERMOD Run Procedure (SHARP), and the analysis ofdistance applicability

Page 2AECOM 

# Electronic Filing

-Recived. Clerk's Office: 10/0712013

Robert J. Paine Resume Environment for short-range models. Chelmsford, MA 2013**AM~PA.** Acted as an advisor from 1991 through 2005 to the American Meteorological Society and EPA in a working group (AERMIC) to replace the ISC model with a new model (AERMOD). American Petroleum Institute and UtilityAirRegulatory Group. Principal investigator on evaluation study for AERMOD and CALPUFF in low wind speed cases. C. Expert Witness Testimony UtilityAirRegulatoryGroup andAmerican Petroleum Institute. Provided expert witness declarations and consutting to support Petitions for Reconsideration of the 1-hour NO, and SO, National Ambient Air Quality Standards. Noranda Minerals. Provided extensive testimony regarding the operation for an intermittent control system at a copper smelter in Quebec during a pollution episode. Nestle Great Waters. Provided testimony regarding the evaporative water transport involving a watershed where a high volume water pumping/withdrawal site is located in Michigan. Grain Processing**Cor~ration.** Provided consulting to legal counsel in anticipation of litigation regarding state agency orders for emissions reduction due to 

### so2 compliance issues. Wellington Development. Provided testimony regarding dispersion modeling procedures in hearings involving a challenge to a PSD penmit issued by Pennsylvania DEP for the Greene Energywaste coal project in SW Pennsylvania. Publications Kaplan, M., R. Paine, and R. Hamel, 2013. Additional Evaluation of EMVAP Using Hourly Emissions, Meteorological, and Monitoring Data. Control #29. presentated at the Air & Waste Management Association's Specialty Conference, Guideline on Air Quality Models: the Path Forward, Raleigh, NC. March 2013. Connors, J., R. Paine. and S. Hanna, 2013. AERMOD Low Wind Speed Issues: Review of New Model Release. Control #3, presentated atthe Air & Waste Management Association's Specialty Conference. Guideline on Air Quality Models: the Path Forward, Raleigh, NC. March 2013. Paine, R, F. Tringale, and S. Gossett, 2013. Resolution of 1-hour S02 Nonattainment Area in Kingsport, TN: Advanced Meteorological and Monitoring Study. Control #7, presentated at the Air & Waste Management Association's Specialty Conference, Guideline on Air Quality Models: the Path Forward, Raleigh, NC. March 2013. Szembek, C., R. Paine, and S. Gossett, 2013. Resolution of 1-hour S02 Nonattainment Area in Kingsport, TN: Model Evaluation Analysis Results to Date. Control #8, presentated at the Air & Waste Management Association's Specialty Conference. Guideline on Air Quality Models: the Path Forward, Raleigh, NC. March 2013. Connors, J., D. Heinold, and R. Paine, 2013. Screening Approach to Account for Secondary PM2.5 in Stationary Source Modeling. Control #42,
Page 3AECOM 

# Electronic Filing- Recived. Clerk's Office: 10/0712013

Robert J. Paine Resume Environment Chelmsford, MA 2013 presentated at the Air & Waste Management Association's Specialty Conference, Guideline on Air Quality Models: the Path Forward, Raleigh, NC. March 2013. Moore, G., R. Paine, and A. Lopes, 2013. Practical Uses ofthe WindStation Computational Fluid Dynamics (CFD) Model in Air Quality Dispersion Studies. Control #42, presentated at the Air & Waste Management Association's Specialty Conference, Guideline on Air Quality Models: the Path Forward, Raleigh, NC. March 2013. lwanchuk, R., D. Heinold, R. Hamel, R. Paine, E. Knipping, and N. Kumar, 2013. Advanced Dispersion Modeling Techniques to Assist with NMOS Compliance. Paper 7.2, presented at the 2013 EUEC conference, Phoenix, AZ.. Paine. R.J., D.W. Heinold, and R.M. lwanchuk, 2013. Compliance Challenges Posed by the NMOS for SO,, NO,, and PM,.s, Paper 3.1. presented atthe 2013 EUEC conference, Phoenix, AZ.. Paine, R. and D. Heinold, 2012. Advanced Dispersion Modeling Techniques to Assistwith NMOS Compliance. Presented at the NCASI NW Environmental Conference, Vancouver, WA. Paine, R., D. Heinold, and S. Head, 2012. Predicted BART Visibility Benefrts -Real or Illusion? Extended Abstract No. 134. Presented at the A&WMA Specialty Conference on Visibility. Whitefish. MT. Hamel. R.. R. Paine, D. Heinold, and E. Knipping, 2012. EMVAP: an Emissions Variability Processor for Modeling Applications. Paper# 2012-A341-AWMA, presented at the**105~** Annual Conference, Air & Waste Management Association, San Antonio, TX. Moore, G., R. Paine, D. Heinold, and S. Hanna, 2012. Limitations of SteadyState Dispersion Models and Possible Advanced Approaches. Paper # 2012-A-500-AWMA, presented at the 1

### as• Annual Conference, Air & Waste Management Association, San Antonio, TX. Paine, R., J. Connors, R. Hamel and D. Heinold, 2011. Dealing with Modeling Challenges Posed by the 1-hour NMOS for S02 and N02. Paper # 2011-A-331-AWMA, presented at the 104"' Annual Conference, Air & Waste Management Association, Orlando, FL. Paine, R. and D. Heinold, 2011. Critical Issues in the Completion of Regional Haze Rule State Implementation Plans. Paper # 2011-A-474-AWMA, presented at the 104'' Annual Conference, Air & Waste Management Association, Orlando, FL. Paine, R. 2010. Air Quality Modeling (Vol IV), edited by P. Zannetti - contributions to Chapters 1 and 2. The Envirocomp Institute and Air& Waste Management Association. ISBN 978-1-9334740-8-3. Paine, R.J. and D.W. Heinold, 2010. Consideration of Emissions Variability in Modeling Short-Term Concentrations. Extended Abstract 2010-A-751- AWMA, presented at the 103''Annual Conference, Air & Waste Management Association. Calgary, Alberta, Canada. Paine, R.J., J.A. Connors. and C.D. Szembek, 2010. AERMOD Low Wind Speed Evaluation Study: Results and Implementation. Paper 2010-A-831- AWMA, presented at the 103''Annual Conference, Air & Waste Management Association, Calgary, Alberta, Canada.
Page4AECOM 

# Electronic Filing- Recived. Clerk's Office: 10/0712013

Robert J. Paine Resume Envlronmenl Chelmsford, MA 2013 Paine, R.J., 2010. Forthcoming NMOS Changes and Implementation for PM,.s, SO,, and NO,. PaperA4.7, presented at the 13th Annual Electric Utilities Environmental Conference, Phoenix, AZ. Paine, R.J. and J.A. Connors, 2009. Progress Report: Low Wind Speed Evaluation Study. Paper # 2009-A-406-AWMA, presented at the 10200 Annual Conference, Air &Waste ManagementAssociation, Detroit, MI. Paine, R.J., 2009. Status Update: PM,.s NAAQS and PSD Increment Modeling. Paper # 2009-A-404-AWMA, presented at the 102"" Annual Conference, Air &Waste Management Association, Detroit, MI. Paine, R.J., 2009. New Penmitting Challenges: PM2.s NAAQS and PSD Increment Modeling. PaperA6.4, presented atthe 12th Annual Electric Utilities Environmental Conference, Phoenix, AZ. I Paine, R.J., 2008. Permitting Challenges: PM,.s NAAQS and PSD Increment Modeling. Paper E8.1, presented at the 11th Annual Electric Utilities Environmental Conference, Tucson, AZ.. Paine, R.J. 2007. Regional Haze Rule Implementation Status. Session B3 paper presented at EERC's Air Quality VI conference, September 2007, Alexandria, VA. Paine, R.J. 2007. AERMOD and CALPUFF: Features, Recommended Applications, and Comparisons with AUSPLUME and TAPM: a United States Perspective. Paper presented at the**14~** IUAPPA Congress, Brisbane, Australia, September2007. Paine, R.J. 2007. Technical development, evaluation and current develoJ.>ments on AERMOD's LowWind Speed scheme. Paper presented at the 14 IUAPPA Congress, Brisbane, Australia, September 2007. Paine, R.J. 2007. Introduction to AERMOD. Course presented at the**14~** IUAPPA Congress, Brisbane, Australia, September 2007. Paine, R.J., 2007. Status Report: Regional Haze BART Rule Implementation. Paper# 111, presented at the 100•Annual Conference, Air &Waste ManagementAssociation, Pittsburgh, PA. Paine, R.J., 2007. Short-range Modeling Changes with AERMOD. Paper E2.6, presented at the 1Oth Annual Electric Utilities Environmental Conference, Tucson, AZ. Paine, R.J. and D. W. Heinold, 2006. Challenges in Implementing the Regional Haze BART Rule. Paper 03.4, presented at the 9th Annual Electric Utilities Environmental Conference, Tucson, AZ. Paine, R.J., 2006. Challenges in Implementing AERMOD. Paper 05.4, presented at the 9th Annual Electric Utilities Environmental Conference, Tucson, AZ. Cimorelli, A.J., S.G. Perry, A. Venkatram, J.C. Weil, R.J. Paine, R.B. Wilson, R.F. Lee, W.O. Peters, and R.W. Brode, 2005. AERMOD: A Dispersion Model for Industrial Source Applications. Part 1: General Model Formulation and Boundary Layer Characterization. Joumal of Applied Meteorology, 44, 682-693. American Meteorological Society, Boston, MA. Perry, S.G., A.J. Cimorelli, R.J. Paine, R.W. Brode, J.C. Weil, A. Venkatram, R.B. Wilson, R.F. Lee, and W.O. Peters, 2005. AERMOD: A Dispersion Model for Industrial Source Applications. Part II: Model Perfonmance against 17 Field Study Databases. Joumal of Applied Meteorology, 44, 694-708. American Meteorological Society, Boston, MA.
Page 5AECOM 

# Electronic Filing- Recived. Clerk's Office: 10/0712013

Robert J. Paine Resume Environment Chelmsford, MA 2013 Heinold, D

.. R. Paine. E. Kintigh, S. Hanna, D. Baker, and R. Karp, 2005. Assessment of Uncertainty in Urban Air Taxies Simulations: Monte Carlo Study of the Houston Ship Channel. Paper# 1160. Presented at the 98th Annual Conference and Exhibition of the Air & Waste Management Association. Minneapolis, MN. Paine, R.J. and D.W. Heinold, 2005. Gazing Into the Crystal Ball: SourceSpecific Regional Haze BART. Paper# 1106. Presented at the 98th Annual Conference and Exhibition of the Air & Waste Management Association. Minneapolis, MN. Kaplan, M. and R. Paine, 2005. Air Quality Impact Assessments for Anmy Training Activities. Paper# 1100. Presented at the 98th Annual Conference and ExhibiTion of the Air & Waste Management Association. Minneapolis, MN. Stolarski, A., B. Stonmwind, D. Heinold, and R. Paine, 2005. Air Quality and Safety Issues for Offshore LNG Receiving Terminals. Paper # 1103. Presented at the 98th Annual Conference and Exhibition of the Air & Waste Management Association. Minneapolis, MN. Paine, R.J., 2005. Community Planning for Renewable Energy Resources. Paper# 1105. Presented at the 98th Annual Conference and Exhibition of the Air & Waste ManagementAssociation. Minneapolis, MN. Paine. R.J. and D. W. Heinold 2004. Experiences with FLAG Regional Haze Guidance Applications for Coal-Fired Projects. Paper #59, presented at the AWMA Specialty Conference on Visibility. Asheville, NC. Regional Haze Assessments with CALPUFF and FLAG: Where are we Now? Paper #03-A-7-AWMA, Presented at the AWMA Specialty Conference: Guideline on AirQuality Models: The Path Forward. Mystic, CT. Paine, R.J. and M.M. Kaplan, 2004. Application of CALPUFF to Assess Compliance with PSD Increment Consumption for S02 at Class I Areas in North Dakota and Montana. Paper # 246, Presented at the 97th Annual Conference and Exhibition of the Air & Waste Management Association. Indianapolis, IN. Paine, R.J., M.M. Kaplan. and D. A. Moon 2003. Use of Advanced NOAA Meteorological Data in CALPUFF Regulatory Applications. Paper #03-A-6- AWMA, Presented at the AWMA Specialty Conference: Guideline on Air Qualily Models: The Path Forward. Mystic, CT. Paine, R.J. and D. W. Heinold 2003. Regional Haze Assessments v.;th CALPUFF and FLAG: Where are we Now? Paper #03-A-7-AWMA, Presented at the AWMA Speciatty Conference: Guideline on Air Quality Models: The Path Forward. Mystic, CT. Paine, R.J., F. Tringale, and J. Martin, 2003. Assessments ofWind Power Potential Using New Meteorological Archives. Presented at the American Wind Energy Assodation's 2003 Conference, Austin, TX. Paine, R.J., S. L. Heisler, and D.W. Heinold, 2003. Regional Haze Assessments with CALPUFF: Application of Refined Procedures. Paper No. 69470. Presented at the 96th Annual Conference and Exhibition ofthe Air & Waste Management Asscciation. San Diego, CA. Kaplan, M., R. Paine, and D. Moon, 2003. CALPUFF Modeling and Evaluation Using RUC-<Jerived MM5 Data. Paper No. 69570. Presented at the 96th Annual Conference and Exhibition ofthe Air & Waste Management Association. San Diego, CA. Heinold, D., R. Paine, and H. Feldman, 2003. Quantitative Evaluation ofthe EPA Urban Air Taxies Modeling Strategy: Results of Sensitivity Studies. Paper No. 69639. Presented at the 96th Annual Conference and Exhibition

PageSAECOM 

# Electronic Filing -Recived. Clerk's Office: 10/0712013

Robert J. Paine Resume Environment ofthe Air & Waste Management Association. San Diego, CA. Chelmsford, MA 2013
Paine, R., R. Brode. R. Wilson, A. Cimorelli, S. Perry, J. Weil, A. Venkatram, W. Peters, R. Lee, 2003. AERMOD: Latest Features and Evaluation Results. Paper No. 69878. Presented at the 96th Annual Conference and Exhibition ofthe Air &Waste Management Association. San Diego, CA. Paine, R.J. and D.W. Heinold, 2002. FLAG Aftermath: Effects ofthe Federal Land Managers' Modeling Guidance on CALPUFF Applications for New Source Pemnitting. Paper No. 43534. Presented at the 95th Annual Conference and Exhibition ofthe Air &Waste Management Association. Baltimore, MD. Paine, R.J. and D.W. Heinold. 2001. Regulatory Applications ofCALPUFF in Screening and Refined Mode - Lessons Learned. Presented at the Air & Waste Management Association Specialty Conference on Guideline on Air Quality Models: A New Beginning. Newport. Rhode Island. April, 2001. Paine, R.J., 2001. Meteorological Input Data for AERMOD Applications. Presented at the Air &Waste ManagementAssociation Specialty Conference on Guideline on Air Qualtly Models: A New Beginning. Newport, Rhode Island. April, 2001 Heinold, D.W. and R.J. Paine, 2001. Modeling Plume Rise and Dispersion from a Hybrid Natural Draft Cooling Tower. Paper #290, Presented at the 2001 Annual Meeting of the Air & Waste Management Association, Orlando, FL. Paine, R.J., D. W. Heinold, and H. J. Feldman. 2001. Quantitative Evaluation of the EPA Urban Air Taxies Modeling Strategy: Overview and Progress Report. Paper #979. Presented at the 2001 Annual Meeting of tihe Air & Waste Management Association, Orlanda, FL. Paine, R. J., 2001. Design of AERMOD and CALPUFF Evaluation with PRIME Enhancements. Paper #328, Presented at the 2001 Annual Meeting ofthe Air &Waste Management Association, Orlando, FL. Paine, R. and D. Heinold, 2000. Issues Involving Use of CALPUFF for LongRange Transport Modeling. Paper 00-359. presented at the 93rd Annual Meeting ofthe Air &Waste Management Association, Salt Lake City, UT. Paine, R., 2000. Impact on New Source Review of EPA's Newly Proposed Dispersion Modeling Techniques. Presented at the 65th API Spring Refinery Meeting, San Diego, CA. Paine, R. and R. Brode. 2000. AERMOD: Further Analysis of Evaluation. Paper 14.2 presented at the 11th Joint Conference on Applications of Air Pollution Meteorology wtth the A&WMA. 9-14 January 2000, Long Beach, CA. American Meteorological Society, Boston, MA. Paine, R. and L. Gendron, 2000. Experience in Modeling Applications Using On-site Tower and Sodar Data. Paper 11.4 presented at the 11th Joint Conference on Applications ofAir Pollution Meteorology with the A&WMA. 9- 14 January 2000, Long Beach, CA. American Meteorological Society, Boston, MA. Gendron, L., A. Carpenito, P. Taverna, N. Mahoney, and R. Paine, 2000. Experiences in Meteorological Tower and Acoustic Sodar Installation and Operations for Several Complex Terrain Sites. Paper 11.3 presented at the 11th Joint Conference on Applications of Air Pollution Meteorology with the A&WMA. 9-14 January 2000, Long Beaoh, CA. American Meteorological Society, Boston, MA. Paine, R., F. Lew, J. Zwicker, and H. Feldman, 1999. Analysis of Field Data to Evaluate Perfomnance of Optical Remote Sensing Techniques to Estimate Fugitive Emissions. Paper 99-474, presented at the 92nd Annual Meeting of
Page 7AECOM 

# EIBctronic Filing -RBcivE!d. CIE!rk's OfficE!: 10/07/2013

Robert J. Paine Resume Environment the Air &Waste ManagementAssociation, St. Louis, MO. Chelmsford, MA 2013
Paine, R., R. Lee, R. Brode, R. Wilson, A. Cimorelli, S. Perry, J. Weil, A. Venkatram, W. Peters, 1999. AERMOD: Model Formulation and Evaluation**Resu~s.** Paper 99-476, presented at the 92nd Annual Meeting of the Air & Waste ManagementAssociation, St. Louis, MO. Paine, R., F. Lew, J. zv,;cker, and H. Feldman, 1999. Analysis of Field Data to Evaluate Performance ofOptical Remote Sensing Techniques to Estimate Fugitive Emissions. Presented at the 64th API Spring Refinery Meeting, Chicago, IL. Paine, R.J., 1999. Impact on New Source Review of EPA's Newly Proposed Dispersion Modeling Techniques. Paper R3.6, Presented at the Electric Utilities Environmental Conference, January 11-13, 1999, Tucson, AZ. Lew, F., R.J. Paine, J. 0. Zwicker, and H. Feldman, 1998. Analysis of Field Data from the Duke Forest and Project OPTEX Studies. Paper 3534-77 in Proceedings of SPIE (The International Society for Optical Engineering), presented 2-5 November 1998, Boston, MA. Paine, R.J., and F. Lew, 1998. Consequence Analysis for Adoption of PRIME: an Advanced Building Downwash Model, in Proceedings ofthe 91st Annual Meeting of the Air & Waste Management Association, San Diego, CA. Heinold, D.W., R.J. Paine, and G.E. Magenau, 1998. Refined Techniques for Modeling Long Range Transport for Risk Management Planning, in Proceedings of the 91st Annual Meeting of the Air & Waste Management Association, San Diego, CA. Lee, R.F., R.J. Paine, S.G. Perry, A.J. Cimorelli, J.C. Weil, A Venkatram, and R.B. Wilson, 1998. Developmental Evaluation of the AERMOD Dispersion Model. Paper 1.5, presented at the 1Oth Joint Conference on the Applications of Air Pollution Meteorologywith the A&WMA, Phoenix, AZ. Kendall, S.B., J. Smith, P.A. Ryan, R.J. Paine, S. Andersen, and A Bealer, 1998. An Evaluation of the Performance of the Mesoscale Puff Dispersion Model and EPA Regulatory Models for Application to the Good Engineering Stack Height Review of the Phelps Dodge Hidalgo. Paper 1.8, presented at the 10th Joint Conference on the Applications of Air Pollution Meteorology with the A&WMA, Phoenix, AZ. Paine, R.J., 1998. Project PRIME: Evaluation of Building Downwash Models Using Field and Wind Tunnel. Paper 4B.2, presented at the 10th Joint Conference on the Applications of Air Pollution Meteorology with the A&WMA, Phoenix, AZ. Venkatram, A., J.C. Weil, A J. Cimorelli, R.F. Lee, S.G. Perry, R.B. Wilson, and R.J. Paine, 1998. AERMOD's Simplified Algorithm for Dispersion in Complex Terrain. Paper 5B.1, presented at the 10th Joint Conference on the Applications ofAir Pollution Meteorologywith the A&WMA, Phoenix, AZ. Paine, R.J., J.O. zv,;cker, and H. J. Feldman, 1998. Project OPTEX: Analysis of Field Study Data from a Petrochemical Facility to Assess Optical Remote Sensing and Dispersion Modeling Techniques. Paper 5B.1, presented at the 10th Joint Conference on the Applications of Air Pollution Meteorologywith the A&WMA, Phoenix, AZ. Gendron, L.J., R.J. Paine, and L.L. Simmons, 1998. Operation of a Comprehensive Networ1< of Tall Meteorological Towers and Acoustic Sodars for Use in Modeling in the Ohio River Valley. Paper J3.5, presented at the 10th Joint Conference on the Applications of Air Pollution Meteorology with the A&WMA, Phoenix, AZ. Paine, R.J. and M.P. Perkins, 1998. Comparison of Turbulence Data Collected from Doppler Sodars and Fixed Towers: Implications for Use in
Page 8AECOM 

# Electronic Filing -Recived. Clerk's Office: 10/0712013

Robert J. Paine Resume Environment Chelmsford, MA 2013 Modeling. Paper J3.6, presented at the 1Oth Joint Conference on the Applications ofAir Pollution Meteorology with the A&WMA, Phoenix, AZ. Paine, R.J., J.O. Zwicker, and H. J. Feldman, 1997. Project OPTEX: Field Study at a Petrochemical Facility to Assess Optical Remote Sensing and Dispersion Modeling Techniques, in Proceedings ofthe 90th Annual Meeting ofthe Air &Waste Management Association, Toronto, Canada. Cameron, F. and R. Paine, 2000. Using AERMOD with Available Meteorological Data. Paper 00-325, presented at the 93rd Annual Meeting of the Air & Waste ManagementAssociation, Salt Lake City, UT. Paine, R.J. and D.W. Heinold. 1996. 'Modeling Developments Affecting the Pulp and Paper Industry: Change is in the Air.' In Proceedings of the 1996 TAPPIIntemational Environmental Conference. Orlando, FL. A. Cimorelli, S. Penry, R. Lee, R. Paine, A. Venkatram, J. Weiland R. Wilson. 1996. 'Current Progress in the AiERMicModel Development Program.' In Proceedings of the 89th Annual Meeting of the Air & Waste Management Association. Nashville, TN. Paine, R.J. 1996. 'Design of Evaluation of Building Downwash Models.' Paper 6.2 in Proceedings ofthe Ninth Joint Conference on Applications ofAir Pollution Meteorologywith A& WMA. Atlanta, GA. Paine, R.J. 1996. 'Evaluation of Building Downwash Models wtth Several Data Bases.' In Proceedings ofthe 89th Annual Meeting of the Air & Waste Management Association. Nashville, TN. Paine, R.J. and D.W. Heinold 1995. 'Long-Range Transport Modeling: Assessment of MESOPUFF-11 Performance.' Paper 95-WA75A in Proceedings ofthe 88th Annual Meeting of the AWMA. San Antonio, TX. Paine, R.J. and D.W. Heinold 1995. 'Emerging Issues for New Source Review Involving Visibility and Long-Range Transport.' Paper 31-3 in Proceedings ofthe 1995TAPPI Environmental Conference. Atlanta, GA. Paine, R.J. 1994. 'Making Strategic Choices for Modeling and Monttoring in Complex Terrain.' Paper 30-2 in Proceedings of the 1994 TAPPI Environmental Conference. Portland, Oregon. Perry, S., A. Cimorelli, R. Lee, R. Paine, A. Venkatram, J. Weil, and R. Wilson. 1994. 'AERMOD: A Dispersion Model for Industrial Source Applications.' Paper 94-A787 in Proceedings ofthe 87th Annual Meeting of AWMA. Cincinnati, Ohio. Paine, R.J. and S.B. Kendall. 1994. 'Assessment of Boundary Layer Profiling Formulas Using Tower, Sodar, and Balloon Data.' Paper 1. Instead of, 3 in Proceedings of the Eight Joint Conference on the Application of Air Pollution Meteorology with Air and Waste Management Association. Nashville, TN. Paine, R.J. and J.E. Purdum. 1993. 'Enhancements to the Industrial Source Complex Model for Handling Complex Terrain.' Paper 93-MP-2.01 in Proceedings ofthe 86th Annual Meeting ofAWMA. Denver, CO. Paine, R.J. and S.B. Kendall. 1993. 'Comparison of Observed Profiles of Winds, Temperature, and Turbulence wtth Theoretical Results.' Presented at Conference on the Role of Meteorology in Managing the Environment in the 1990s. Air and Waste ManagementAssociation, Pittsburgh, PA. Paine, R.J., and D.M. Shea. 1992. 'Comparison of Peak Predictions Among Rural Complex Terrain Models.' Paper 92-102.05 in Proceedings ofthe 85th Annual Meeting ofAWMA. Kansas City, KS. Paine, R.J., and J.E. Purdum. 1991.· 'Comparison of Heat Flux and Land use Methods for a Rural/Urban Determination.' Paper 91-83.10 in Proceedings of
Page 9AECOM 

# Electronic Filing- Recived. Clerk's Office: 10/0712013

Robert J. Paine Resume Environment the 84th Annual Meeting ofAWMA. Vancouver, BC. Chelmsford, MA 2013
Paine, R.J. 1991. 'Features and Applications ofthe Hybrid Plume Dispersion Model.' Seventh Joint Conference on Applications of Air Pollution Meteorology, AMS/AWMA, pp 109-112. Paine, R.J., S.B. Kendall, A.W. Bealer and D.A. Godden. 1990. 'Meteorological Measurements in Support of Complex Terrain Modeling Study in New Mexico.' Paper 90-76.1 in Proceedings of the 83rd Annual Meeting ofAWMA. Pittsburgh, Pennsylvania. Hanna, S.R. and R.J. Paine, 1989. Hybrid Plume Dispersion Model (HPDM) Development and Evaluation. J. Appl. Meteor. 28: 206-224. Paine, R.J. 1989. 'Characteristics and Frequency Analysis of a Very High Concentration Event in Stagnant Condnions.' Paper89-114.2 in Proceedings ofthe 82nd Annual Meeting ofAWMA. Anaheim, California. Paine, R.J. 1989. 'The CTDM Meteorological Preprocessor: An Improved Characterization ofthe Boundary Layerfor Dispersion Modeling Applications.' Sixth Joint Conference on Applications of Air Pollution Meteorology, AMS/APCA, pp. 191-194. Paine, R.J. and B.A. Egan. 1988. 'Evaluation of Screening and Refined Complex Terrain Models at Five Sites.' Paper 88-49.5 in Proceedings of the 81st Annual Meeting ofAPCA. June, Dallas, Texas. Paine, R.J. and B.A. Egan. 1988. User's Guide to the Rough Terrain Diffusion Model (RTDM), Rev. 3.20. ERT Document No. P-D535-585. NTIS No. PB88-171407/REB. Paine, R.J., D.G. Strimanis, M.G. Dennis, R.J. Yamartino, M.T. Mills, and E.M. Insley. 1988. User's Guide to the Complex Terrain Dispersion Model Volume 1: Model Description and User Instructions. NTIS PNo. PB88- 16218/REB. Paine, R.J. 1988. User's Guide to the CTDM (Complex Terrain Dispersion Model) Meteorological Preprocessor (METPRO) Program. NTIS No. PB88- 162102/REB. Strimaitis, D.G., R.J. Paine, B.A. Egan, and R.J. Yamartino. 1988. EPA Complex Terrain Model Development: Final Report. NTIS No. PB88-162 114REB. Paine, R.J., ·M.T. Mills, and D.G. Smith. 1987. 'HASTE-An Emergency Response System Incorporating a Heavy Gas Dispersion Model.' Presented at Workshop on Air Quality Response to Accidental Releases of Hazardous Substances, February 4-6, Downsview, Ontario, Canada. Paine, R.J. and D.W. Heinold. 1987. 'The Importance of Local Meteorological Phenomena in Accidental Release Assessments.' Paper 87- 103.3 in Proceedings ofthe 80th Annual Meeting of the Air Pollution Control Association. June, New York, New York. Paine, R.J., B.A. Egan, and M.T. Mills. 1987. 'Applications of the Complex Terrain Dispersion Model.' Paper 87-73.3 in Proceedings ofthe 80th Annual Meeting ofthe Air Pollution Control Association, June, NewYork, New York. Paine, R.J., D.G. Smith, and B.A. Egan. 1987. 'Use of Meteorological Data in Assessing Potential Impacts of Accidental Releases of Vapor Clouds.' In Proceedings of the International Conference on Vapor Cloud Modeling, November 2-4, Cambridge, Massachusetts, pp. 293-316. Hanna, S.R. and R.J. Paine. 1987. 'Convective Scaling Applied to Diffusion of Buoyant Plumes from Tall Stacks.' Atmospheric Environment 21:2153-

Page 10AECOM 

# Electronic Filing -Recived, Clerk's Office : 10/07/2013

2162. Robert J. Paine Resume Environment Chelmsford, MA 2013
Egan, B.A., R.J. Paine, and J.R. Foster. 1986. 'Screening Techniques for Estimating Potential Impacts of Chemical Spills to the Atmosphere.' Proceedings of the 1986 Hazardous Material Spills Conference. May. St. Louis, Missouri; Washington, D.C. Hazardous Material Spills Conference. Paine, R.J., and B.A. Egan. 1986. 'Results of Additional Evaluation of the Rough Terrain Diffusion Model (RTDM).' Paper 86-8.4 in Proceedings ofthe 79th Annual Meeting of the Air Pollution Control Association June, Minneapolis, Minnesota. Paine. R.J., J.E. Pleim, D.W. Heinold, and B.A. Egan. 1986. 'Physical Processes in the Release and Dispersion of Toxic Air Contaminants.' Paper 86-76.3 in Proceedings of the 79th Annual Meeting of the Air Pollution Control Association. June, Minneapolis, Minnesota. Paine, R.J., and E.M. Insley. 1986. 'Evaluation of Plume Rise Estimation Methods at the EPA's Full Scale Plume Study Site.' Paper 13-2 in Proceedings of the Fifth Joint Conference on Applications of Air Pollution Meteorology. November, Chapel Hill, North Carolina. Egan, B.A., and R.J. Paine. 1986. The Applicabilfiy of the Rough. Terrain Diffusion Model (RTDM) to Different Terrain Settings.' Paper 4-2 in Proceedings ofthe 1986 TAPPI Environmental Conference. Atlanta, Georgia. Hanna, S.R., J.C. Weil and R.J. Paine. 1986. 'Evaluation of a Tall Stack Plume Model.' In Fifth Joint Conference on Applications of Air Pollution Meteorology, AMSIAPCA, pp. 198-201. Heinold, D.W., R.J. Paine, K.C. Walker, and D.G. Smith. 1986. 'Evaluation of the AIRTOX Dispersion Algorithms Using Data From Heavy Gas Field Experiments.' In Fifth Joint Conference on Applications of Air Pollution Meteorology, AMSIAPCA, pp. 299-302. Hanna, S., C. Burkhart, and R. Paine. 1985. 'Mixing Depth Uncertainties.' In Proceedings of the Seventh Symposium of Turbulence and Diffusion. November, Boulder, Colorado. Hanna, S., L. Schulman, R. Paine, J. Pleim, and M. Baer. 1985. 'Development and Evaluation of Offshore and Coastal Dispersion (OCD) Model.' JAPCA 35:1034-1047. Venkatram, A., and R. Paine. 1985. 'A Model to Estimate Dispersion of Elevated Releases Into a Shear-Dominated Boundary Layer.' Atm. Env. 19:1797-1806. Schulman, L., S. Hanna, and R. Paine. 1984. 'Development of the OCD Dispersion Model for Offshore Sources.' In Proceedings of the Fourth Joint Conference on Applications of Air Pollution Meteorology. October 16-19, Portland, Oregon. Venkatram, A., and R. Paine. 1984. 'Model to Estimate Dispersion of Elevated Releases Into Shear-Dominated Boundary Layer.' In Proceedings of the Fourth Joint Conference on Applications of Air Pollution Meteorology. October 16-19, Portland, Oregon. Hanna, S., R. Paine, and L. Schulman. 1984. 'Overwater Dispersion in Coastal Regions.' Boundary Layer Meteorology 30:389-412. Sanders, F., and R.J. Paine. 1975. The Structure and Thermodynamics of an Intense Mesoscale Convective Storm in Oklahoma.' Journal of Atmospheric Sciences 32:1563-1579.

Page 11

# Electronic Filing

-Recived. Clerk's Office: 10/0712013 

# AS'COM Analysis of PM2.5 

## NAAQS Compliance Issues for Monitors in the Vicinity ofthe Edwards, Joppa, and Newton Plants

Robert Paine and Jeffrey Connors, AECOM
October 7, 2013 Introduction Various environmental groups have submitted comments tothe Illinois Pollution Control Board in opposition to the Multi-Pollutant Standard (MPS) variance sought by Illinois Power Holdings (IPH) for S02 emissions. S02 is a precursor to PM2.5 formation (ammonium sulfate particles). The Sierra Club and others have asserted that S02 emissions from the IPH facilities (specifically the three coal-fired power plants in Illinois: the E.D. Edwards Energy Center, the Joppa Energy Center, and the Newton Energy Center), will result in "significant negative environmental impact" via the transformation of S02 into fine particulate matter (PM2.5). Thus, at issue is whether S02emissions from these plants could be contributing to any existing or potential PM2.5 nonattainment areas in Illinois or adjacent downwind states. The analysis described below reviews the attainment status of PM25 monitors in the area of these power plants. The status ofthe monitors can generally be categorized as one ofthe following: • The monitor shows concentrations belowthe NAAQS. • The monitor shows concentrations above the NAAQS, but the trend is downward, and the most recent year oryears indicates values below the NAAQS. • The monitor continues to show concentrations above the NAAQS and the trend is not sufficient to show current NAAQS attainment. However, the component of sulfate particles forthe excessive portion ofthe PM2 .5concentrations is very low. PM, 5 MonitorAnalysisApproach AECOM has performed a comprehensive analysis ofambient PM2 .5monitoring data in the regional vicinity ofthese plants with respect to both the 24-hour and annual PM2.s NAAQS. These standards are:
o 24-hour average= 35 ug/m3 (98th percentile day, averaged over 3 years) and • Annual average= 12 ug/m3 (averaged over 3 years).

Ociober2013 www.aecom.com Page 1of8 Analysis of PM2.5 NAAQS Compliance Issues for Monitors in the Vicinityofthe Edwards, Joppa, and Newton Plants

# Electronic Filing

-Recived, Clerk's Office: 10/0712013 

# A: 

# COM AECOM's analysis included a review ofthe three most recent years ofdata (201 0 through 2012) at several monitoring sites to determine the measured "design" concentrations 1to be compared to the NAAQS. The regional area in which we reviewed monitoring data included Illinois and relevant areas ofseveral adjoining states, Indiana, Missouri, Kentucky, and Wisconsin, including the major metropolitan areas ofChicago, St. Louis, and Milwaukee. In addition to examining the design concentrations, for selected monitors, we also examined the trend ofthe monitoring data overthe most recent three years (2010 through 2012) and speciation ofthe measured PM,.5to determine whether sulfates are an important component of the excess PM25 concentration. The source ofthe monitored concentrations used in this analysis is from the United States Environmental Protection Agency's (EPA's) website'. The data obtained from this EPA website consists ofa summary of PM2524-hour and annual design values from 2010 through 2012. The summary also includes trends ofthe three-year average design concentrations and each year's design concentrations. We address both ofthe PM25 NAAQS averaging times in separate sections below. PM 2.5 24-hour NAAQS Monitoring Data Evaluation We compiled the 24-hour PM25 design concentrations as extracted from the EPA spreadsheet provided at (http://www.epa.gov/airtrends/values.html). The extracted PM2.5 24-hour design values were plotted for each available monitoring site located in Illinois and relevant areas of Indiana, Missouri, Kentucky, and Wisconsin. Figure 1 shows the location ofall the monitors considered in this analysis, including the locations ofthe three plants. The figure also indicates whether the PM2.5 design value for 2010 through 2012 for each monitor is above or belowthe NAAQS. A design value below the NAAQS is represented by a blue circle in the figure, while a design value above the NAAQS is represented by a red circle. Note thatthere are no sites out ofcompliance with the 24-hour NAAQS. No further analysis was conducted forthe 24-hour NAAQS, since ongoing emission reductions in the Midwest (associated with, for example, implementation ofcontrols associated with BestAvailable Retrofit Technology and the Mercury and Air Toxics Standards), will likely result in further reductions in PM2.5 concentrations in future years. PM2 s Annual NAAQS Monitoring Data Evaluation Similar tothe PM2.5 24-hour data discussed above, we compiled the annual PM 25 design concentrations extracted from the same EPAweb source. The annual PM2.5 design values were then plotted for each valid monitor for monitors located in Illinois and relevant areas of Indiana, Missouri, Kentucky, and Wisconsin. Figure 2 shows the location ofall the monitors considered in this analysis. The figure also indicates ifthe PM2.5 design value for 2010 through 2012 for each monitor is above or below the NAAQS. A design value below the NAAQS is represented by a blue circle, while a design value above the NAAQS is represented by a red circle. The figure shows that a majority ofthe monitors are shown with a blue circle, indicating NAAQS compliance.
1 "Design" concentrations are monitored (or modeled)values having a form consistent with the NAAQS: the**98~**

percentile 24-hourvalue averaged over 3 years, and the highest annual value averaged over3 years. 2 http://www.eoa.gov/airtrends/values.html

October 2013 www.aecom.com Page 2 of 8 Analysis of PM2.5 NAAQS Compliance Issues for Monitors inthe Vicinity ofthe Edwards, Joppa, and Newton Plants

# Electronic Filing -Recived. Clerk's Office: 10/0712013 

# AE'COM Figure 1: 24-Hour NAAQS Compliance Status ofArea-wide PM2.s Monitors1 •1



## ·. ' Iowa

... ''"-

## "'\



# • •

24-hr PM2.s Design Values (DV) (2010-2012) 

# ..

(a) Monitors were selected from Illinois and relevant areas from Indiana, Kentucky, Missouri, and Wisconsin. 

# • •

October 2013 WWtN.aecom.com Page 3 of 8 Analysis of PM2

_ 5 NAAQS Compliance Issues for Monitors in the Vicinity ofthe Edwards, Joppa, and Newton Plants

# Electronic Filing- Recived. Clerk's Office: 10/0712013 

# A:COM Figure 2: Annual NAAQS Compliance Status ofArea-wide PM,.5 Monitors<•I

.**to~'** ..

. 

# . """""",.**~** 

# •

•

Newton, • Power St8tion · ,(·< "y.t·-

.......**~**

## '/~-**,·~** \

Annual PM2s Design Values (DV) (2010-2012) "-•

(a) Monitors were selected from Illinois and relevant areas from Indiana, Kentucky, Missouri, and Wisconsin. 

# • 

# •

October 2013 www.aecom.com Page4 of8 Analysis of PM2

_ 5 NAAQS Compliance Issues for Monitors in theVicinity-ofthe Edwards, Joppa, and Newton Plants

# EIE!ctmnic Filing- RE!civE!d, CIE!rk's OfficE!: 10/0712013 

# AS'

# COM

For the monitors with annual design values above the PM2 .5NAAQS (based upon a 3-year average from 2010- 2012), we examined the trend in the data over the last three years to see ifthe monitors are likely to soon show attainmentbased on a continued downward trend in PM2 .5concentrations. In many cases, the latest year ortwo of monitoring data shows concentrations below the NAAQS, with a downward trend expected to continue forthe reasons stated above. Table 1 shows the latest three years of monitoring data for each monitor with annual average PM2 . 5concentrations above the NAAQS. Ofthe 19 monitors shown in Table 1, 8 ofthem (as indicated by an asterisk) still have annual average PM25 values above the NAAQS for the latestyear of monitoring data. However, even forthese monitors, it is evident that all buttwo have a downward trend in the annual average concentrations. PM2 .5speciation data were evaluated, where available, for monitors having a 2012 annual average concentration above the NAAQS (the eight locations identified by an asterisk in Table 1). Such data were available for only one ofthese locations, Madison County, IL, Site 171191007. Forthe remaining seven locations, the nearest air monitors included on Table 1 (i.e., those with annual design concentrations above the NAAQS of 12 ug/m3) for which speciation data are available were evaluated and plotted in Figure 3. For these locations, the "urban increment" using the speciation data was calculated. The urban increment is computed by taking the difference ofthe speciated concentrations in the monitorwith a NAAQS exceedance to the monitored speciated concentrations at other monitors (in compliance with the NAAQS) in surrounding rural areas. These calculated concentrations are available at the web site http://www.epa.qov/pmdesiqnations/2012standards/docs/pm25desiqnvaIues201 0- 2012withurbanincrements.xlsx. Thus on Figure 3, the red dots indicatethe locations ofthe Table 1 air monitors with annual design concentrations above the NAAQS of 12 ug/m3), and the pie charts indicate the locations ofthe air monitors used for this "urban increment" analysis, as well as the contributions of specific PM2 .5urban increment. Figure 3 shows that most ofthe PM2 .5 urban increment atthese monitors is due to PM2 . 5 components otherthan sulfates. This is especially true in the St. Louis area where three of the PM2 . 5 monitors (171190024, 171191007, and 295100093) with annual design values above the NAAQS are located. The major contributor atthese locations is PM2.s species of crustal origin. Atthe remaining monitors, organic and elemental carbon make up the majority ofthe PM2 .5 species, these are species not associated with emissions from coal-fired power plants.

October 2013 www.aecom.com Page 5 of 8 Analysis of PM,.s NAAQS Compliance Issues for Monitors in the Vicinity ofthe Edwards, Joppa, and Newton PlantsElectronicFiling-Recived,Clerk'sOffice:10/0712013A:COMTable1:PM2.5TrendData(2010-2012)forMonitorswithAnnualDesignValuesGreaterthanthePM2.5AnnualNAAQS(12ug/m3)AnnualAverageConcentrationStateCountySiteLocalSiteName(uglm3)201020112012IllinoisMadison171190024GatewayRegionalMedicalCenter14.614.413.0IndianaMarion180970043lndpls-WestSt.15.113.912.4IllinoisMadison171191007FIRESTATION#114.313.312.8IndianaClark180190006Jefferson-WalnutStlJeffersonPFAU14.712.911.9IndianaLake180890026Gary-BurrSt./pumpingstationneartruckstop14.113.412.1MissouriSt.Louis295100093BranchStreet13.813.612.2IllinoisCook170313103IEPATRAILER12.613.313.1IllinoisCook170310022WASHINGTONHS14.012.611.5IndianaLake180890022Gary-IITRI/1219.5meterseastofTennesseeSt.13.612.112.3IndianaMarion180970081lndpls-W.18thSt./ErniePyleSchool9014.012.411.7IllinoisCook170311016VILLAGEHALL12.612.612.6IndianaMarion180970083lndpls-E.MichiganSt./ThomasGreggSch.1513.912.711.1IndianaMarion180970084lndpls-School211FlorenceFaySchool2113.812.711.1IndianaDubois180372001JasperPO13.612.610.8KentuckyJefferson211110051WatsonLane14.811.810.3IllinoisSt.Clair171630010IEPA-RAPSTRAILER13.012.810.9IndianaLake180890031Gary-MadisonSt./GaryWater/INAmericanWaterCo.12.912.111.5IndianaVanderburgh181630016Evansville-UofE/UniversityofEvansville-CarsonCenter13.4 12.311.0KentuckyJefferson211110044WyandottePark13.712.310.3Sourceofdata:http:flwww.epa.gov/pmdesignations/2012standardsfdocs/pm25desiqnvalues2010-2012withurbanincrements.xlsxr·NjYellowshadedcellindicatesPM2_5annualaverageconcentrationhasdroppedbelowthePMz.sannualNAAQSof12ug/m3.'.(1)MonitorswereselectedfromIllinoisandrelevantareasfromIndiana,Kentucky,Missouri,andWisconsin.October2013Page6of8AnalysisofPM2.sNAAQSComplianceIssuesforMonitorsintheVicinityoftheEdwards,Joppa,andNewtonPlantsMonitorswithMonitorsthat2010-20122012AnnualdonotShowaAnnualAverageDecreasingDesignConcentrationsTrendInConcentrationGreaterthanAnnual(uglm3)1'1thePM2.sAverageAnnualNAAQSConcentrations14.0•13.8•13.5•13.213.2.13.2•13.0.12.712.7..12.712.6..12.612.512.412.312.212.212.212.1www.aecom.com

# ElectronicFiling- Recived. Clerk's Office: 10/0712013

Figure 3: PM2.5 Annual Urban Excess Speciation1 •l Speciated PM2.5 Monitor Sites with PM,, • AnnualTrends above the NAAQS

• Nrtrates 

## k' Sulfates 

### t Crustal

(a) Monitors were selected from Illinois and relevant areas from Indiana. Kentucky, Missouri, and Wisconsin.
October 2013 www.aecom.com Page7of8 Analysis of PM2.s NAAQS Compliance Issues for Monitors in theVicinity ofthe Edwards, Joppa, and Newton Plants

# Electronic Filing- Recived. Clerk's Office: 10/07/2013 

# A:CO.M Conclusions Ongoing regional emission reduction programs are showing significant progress in downward trends of PM2

_ 5 concentrations in Illinois and adjacent states. There are no remaining monitors showing violations ofthe 24-hour PM2.s NAAQS in this area. Although designations have not yet been made forthe revised annual average, there are a few monitors with 2010-2012 3-year averages above the 12 (Jg/m3 NAAQS. Many ofthese monitors are showing a downward trend with 2012 annual averages below 12 ug/m3• (As 2013 data becomes available, some ofthese monitors maycome into attainment.) Ofthe monitors with 2010-2012 annual averages above 12 ug/m3
, only two do not show a clear 3-year downward trend; these are Site 180890022 in Lake County, IL, and Site 170311016 in Cook County, IL. These two sites are both quite distant from the IPH power plants. The remaining monitors have localized urban increment components that are not dominated by sulfate species. Therefore, we conclude that S02 emissions from the Edwards, Joppa, and Newton plants would not be expected to interfere with maintenance of PM2.s NAAQS attainment, or in preventing bringing those areas that are marginally above the NAAQS into attainment. EPA Excel Spreadsheet References Cited in this Analysis pm25designvalues2010-2012withurbanincrements.xlsx- available at http://www.epa.qov/pmdesiqnations/2012standards/docs/pm25desiqnvalues2010- 2012withurbanincrements.xlsx. PM25_DesignValues_20102012_FINAL_08_20_13.xlsx- available at http://www.epa.gov/airtrends/values.html

October 2013 Page 8 of8 www.aecom.com Analysis of PM2

_ 5 NAAQS Compliance Issues for Monitors in theVicinityofthe Edwards, Joppa, and Newton Plants