### Exhibit No. Name/Citation Description 1 Ex. 1 Lyons Affidavit Affidavit of Martin J. Lyons 2 Ex. 2 Alonso Affidavit Affidavit of Mario E. Alonso 3 Ex. 3 Illinois Annual Air Quality Report 2011—location of plants and air monitoring stations 4 Ex. 4 Ameren’s comment inUSEPA Docket QA-OAR2012-0233 5 Ex. 5 MPS Group Emission Data MPS Group 2012 Emission Data 6 Ex. 6 MPS Group Information Addresses, IEPA ID numbers, permit application numbers, and other info of 7 Energy Centers 7 Ex. 7 Group Exhibit Group Exhibit of Five Memoranda provided by Development Strategies 8 Ex. 8 Thompson Affidavit Affidavit of Daniel P. Thompson 9 Ex. 9 Bilicic Affidavit Affidavit of George W. Bilicic 10 Ex. 10 Table 1 & Table 2 Table 1 & Table 2 Ameren MPS Group Variance SO2 Limit Comparison to the Current MPS 11 Ex. 11 Diericx Affidavit Affidavit of Aric D. Diericx 12 Ex. 12AECOM Memorandum Health Effects Report provided by AECOM 13 Ex. 13 Whitworth Affidavit Affidavit of Steven C. Whitworth 14 Ex. 14 Newton FGD Construction Permit

### EXHIBIT 1

AFFIDAVIT OF MARTIN J. LYONSTESTIMONY OF MARTIN J. LYONS I. BACKGROUND AND QUALIFICATIONS
1. 

### My name is Martin J. Lyons, Jr. I am employed by Ameren Corporation ("Ameren") as Executive Vice President and Chief Financial Officer. My business address is 1901 Chouteau A venue, St. Louis, Missouri, 63103. I am responsible for corporate planning, business and commodity risk management, internal audit, treasury, tax, investor relations, accounting and financial reporting. I received my Bachelor of Science in Business Administration degree, with a major in Accountancy, from St. Louis University. I received my Master of Business Administration degree from Washington University in St. Louis. I was named to my current position in 2009. 2. Before joining Ameren, I served as a partner in PricewaterhouseCoopers LLP's St. Louis office providing auditing services to companies in a variety of industries. In 2001, I joined Ameren Corporation as the Controller. I was named Vice President and Controller in 2003 and in 2008 became Senior Vice President and Chief Accounting Officer.
II. AMEREN CORPORATION'S DECISION TO EXIT MERCHANT GENERATION BUSINESS 

### 3. Ameren is a public utility holding company whose primary assets are the common stock of its subsidiaries, including Ameren Missouri, Ameren Illinois, Ameren Transmission Company and Ameren Energy Resources ("AER"). Ameren's subsidiaries are separate, independent legal entities with separate businesses, assets, and liabilities. Dividends to Ameren stockholders depend on distributions made to it from its subsidiaries. Ameren's core business and

source of earnings is its utility operations (rate-regulated natural gas delivery, rate- regulated transmission and rate-regulated generation and delivery). AER has not made a distribution to Ameren since 2009.4. AER's financial prospects have been increasingly dire. A depressed power price market, increasing fuel and transportation costs, Midwest economic malaise, and burdensome interest costs associated with AER long-term debt, including debt obligations of AER subsidiary Ameren Energy Generating Company ("AEG" or "GENCO"), have all contributed to AER's
poor financial performance. AER's net income plummeted from $238 million in 2009 to$ (396) million in 2012 and cash flow from operations for AER over this same period dropped 44% from $339 million in 2009 to $191 million in 2012. Net income for GENC0 1

, the owner of the
Newton Energy Center and a Securities and Exchange Commission (SEC) registrant, plummeted from $162 million in 2009 to $(40) million in 2012, as summarized below:
Year Ended December 31, 2009 2010 2011 2012

Net income/(loss) in millions $ 162 $ (36) $ 45 $ (40)

5. In addition, cash flow from operations over this same period dropped 45%, from $253 million in 2009 to $139 million in 2012. The erosion of income and cash flows has had a direct and adverse impact on GENCO's creditworthiness and ability to fund capital investment. Over the last fourteen months, credit rating agencies (Standard & Poor's, Moody's and Fitch) have downgraded the ratings of GENCO's bonds several notches, such that they are now deep within 'junk" status, indicating increasing uncertainty as to whether or not GENCO will be able
to meet its ongoing debt obligations 2

. The chart below summarizes credit rating actions since 2009.

1 AER subsidiary and AmerenEnergy Resources Generating (AERG) are not publicly registered companies. GENCO's financial predicament, however, is reflective of AER and AERG's financial status. 2 Investment grade ratings are 888- and above (8aa3 Moody's) while 88+ (8al Moody's) and below are considered speculative investments. GENCO's bond ratings fall within the speculative or "junk" category. Fitch defines "CC" and "CCC" ratings as follows: CCC: "Default is a real possibility"; CC: "Default of some kind is
2

### Ameren Energy Generating Company Rate Changes (January 2009- June 2013) Fitch Moody's S&P Unsecured Issuer Unsecured Issuer Unsecured Issuer Rating Change As of 01/01/09 BBB+ BBB+ Baa3 NR BBB- BBB07/30/10 BBB BBB Downgrade 03/01/11 Ba1 NR Downgrade 05/23/11 BB+ BB+ Downgrade 01/27/12 BB- BB- Downgrade 02/28/12 BB BB Downgrade 02/29/12 Ba2 NR Downgrade 03/05/12 BB- BB- Downgrade 04/12/12 Ba3 NR Downgrade 11/26/12 B+ B Downgrade 12/21/12 B+ B- B B- Downgrade 01/10/13 B2 NR Downgrade 01/28/13 CCC- 

### cc Downgrade 02/08/13 CCC+ CCC+ Downgrade 03/14/13 B3 NR Downgrade

6. Under generally accepted accounting standards 3

, all entities must perform impairment assessments when events and circumstances suggest that the value of an asset (or
group of assets) has declined such that its carrying costs may not be recoverable. For example, a dramatic change in market conditions could trigger a requirement to perform an impairment
assessment. If the carrying cost or book value exceeds the undiscounted future cash flows of the asset(s), an impairment charge must be recognized in the company's financial statements. On December 30, 2011, the United States D.C. Circuit Court of Appeals issued a stay ofUSEPA's
Cross-State Air Pollution Rule "CSAPR". 4 Following the stay, in early 2012 natural gas prices
declined sharply. As a result ofthese events, Ameren performed an impairment evaluation of its merchant generation assets. Upon conclusion of such evaluation, impairment charges of $628
probable." Moody's defines a "8" rating as follows: "Obligations rated 8 are considered speculative and subject to high credit risk." Genco's rating is the lowest within the category. Standard & Poor's defines a "CCC" rating as follows: "Currently vulnerable and dependent on favorable business, financial and economic conditions to meet financial commitments". All of the ratings indicate the dire financial situation of Genco. 3 Accounting Standards Codification (ASC) 360 Property, Plant and Equipment. 4 The Court ultimately vacated the CSAPR in its entirety.
3million pre-tax were recorded in the first quarter of2012 to reduce the book value of AERG's Duck Creek to its estimated fair market value. However, under applicable accounting guidance, the estimated undiscounted future cash flows of the remainder of the merchant assets retained sufficient value at the time of the assessment to avoid impairment charges. See 

### Note 17

- Impairment and Other Charges, Ameren Corporation 2012 Form 10k. As 2012 progressed, however, market conditions and outlook for the business continued to erode, forcing Ameren to make a fundamental decision regarding its business operations. The volatility and bleak outlook for earnings and cash flow from the merchant segment threatened to impede Ameren's ability to focus on and invest in its core rate-regulated operations. Accordingly, in a Form 8K filed on December 20, 2012, with the SEC, Ameren announced its intent to exit the merchant generation business and affirmed that "a change in circumstances had occurred regarding its expected duration of ownership of its Merchant Generation business segment's energy centers" and that cash flows would be insufficient to recover the total carrying value of the energy centers. As a
consequence, and under applicable accounting guidance, Ameren recorded an impairment charge of $1.95 billion related to its merchant business segment indicating their value had deteriorated well below the cost of these assets reflected on Ameren's books. The specific method of exit was
not identified, but the options cited in Ameren's 2012 10K included either sale of all or parts of
Ameren's merchant generation business or the restructuring of all or a portion of Ameren's equity position in GENCO.
7. Prior to Ameren's decision to exit its merchant business, Ameren had taken several measures to preserve liquidity and manage its credit profile with the goal of weathering the power market downturn. Specifically, AER reduced capital and operating & maintenance

4expenditures, divested select non-coal generating plants, and established an internal "Put Option" mechanism to provide CENCO with emergency standby liquidity. 

### III. Divestiture of AER Business Segment to Dynegy (IPH) 8. Shortly after that public announcement, Dynegy, Inc. ("Dynegy") contacted Ameren regarding the potential acquisition of the AER merchant generating business segment. Dynegy owns and operates through two if its subsidiaries coal and natural gas fired power plants in Illinois. Due to its Illinois presence and its ownership of a variety of merchant generation
assets throughout the country, Dynegy was viewed as a strategic buyer for the AER assets. (During the summer and fall of2012, other firms expressed interest in the merchant business, but those discussions did not culminate in a viable transaction for Ameren.) 9. By agreement dated March 14, 2013, Ameren agreed to convey to Illinois Power Holdings, LLC (IPH), an indirect subsidiary ofDynegy, its equity interest in AER (once reorganized). AER, through its various operating subsidiaries (AERG, AEG, EEl), owns the following coal-fired energy centers: Joppa, Edwards, Newton, Coffeen, Duck Creek, Meredosia and Hutsonville. However, not all assets and liabilities of AER are part of the IPH transaction. As directly relevant to the variance, Ameren will initiate a reorganization of AER by moving the five operating energy centers (Joppa, Edwards, Newton, Coffeen, and Duck Creek) into a subsidiary of AER ("New AER"). The reorganized company is referred to as "new AER" in the Transaction Agreement and is the entity that IPH will be acquiring. In addition, the shuttered
energy centers, Meredosia and Hutsonville, will be transferred from AER but to an existing indirect subsidiary of Ameren, AmerenEnergy Medina Valley Cogen LLC ("Medina Valley") so that Ameren can continue to manage ongoing environmental responsibilities for these plants.

5After closing occurs, the reorganized company acquired by IPH will be renamed and will no longer operate under the name of "Ameren" or any other similarly derived name. 10. The Put Option Agreement described in testimony and during the public hearing in PCB 12-126 has been modified and exercised by GENCO. As the Board may recall from the testimony of Gary Rygh (Barclay's Capital) and Ryan Martin (Ameren) in PCB 12-126, the Put Option Agreement was designed as a mechanism to provide cash liquidity to GENCO. Based on GENCO's current and expected liquidity position, the GENCO Board of Directors determined exercising the Put Option was in the best interest of GENCO. In essence, GENCO agreed to transfer ownership of the Elgin, Gibson City and Grand Tower natural gas plants in exchange for

an irrevocable commitment that, upon exercise of the Put Option, the remittance of $100 million would immediately be made by Ameren to GENCO indirectly through a cash infusion into AERG. GENCO would subsequently receive additional funds to the extent appraised values of the three natural gas plants was determined to be greater than $1OOM. As part of the negotiations with Dynegy, Ameren and GENCO agreed to modify the Put Option Agreement and substituted Medina Valley in place of AERG as a party to that agreement. GENCO has exercised the option, and Ameren, through Median Valley, has remitted $100 million to GENCO. Following approval from FERC, ownership of the three natural gas facilities will be transferred from AEG
to Medina Valley. The gas plant facilities are being marketed and will be sold by Medina Valley

as soon as practicable. The Put Option proceeds represent GENCO's primary source of reserve liquidity, since it no longer has access to third party external financing, and can be used to support the volatile short-term working capital and cash needs associated with continued operation ofthe GENCO energy centers, including funding operations and potential losses and to

6pay interest. Copies of the Put Option Agreements and Amendments thereto are appended to my testimony. 

### IV. WORKING CAPITAL REQUIREMENTS OF THE AER MERCHANT BUSINESS 11. On-going operations of AER require relatively large amounts of working capital. Specifically, the marketing activity associated with AER's generation business necessitates the availability of working capital sufficient to support the settlement of fuel purchases, power purchase and sale transactions, and any related credit assurance required under agreements with trading partners. The overall timing of all cash receipts and payments impacts ongoing working capital and cash needs. These needs varied by up to $75 million in 2012 on a daily basis within
any month. Through short-term inter-company loans, Ameren Corporation extended capital to AER (including GENCO) to cover cash obligations until the settlement of power sale transactions permitted such proceeds to be remitted back to the parent company. The average daily amount of short-term debt extended to AER during the year ended March 31, 2013 was $80 million. The largest daily debt balance during this period was $132 million. 12. Ameren has historically provided credit and cash collateral support for AER's business. As of March 31, 2013, this support totaled $223 million of credit guarantees and $31
million of cash collateral support. In its December 20, 2012 announcement, Ameren indicated it planned to reduce and ultimately eliminate this support. Due to its weak financial state, AER and its subsidiaries may be required to provide cash collateral to support its ongoing business. Without a bank credit facility, parental credit support, or the ability to obtain debt from external

sources, such cash collateral, would have to be funded with on-hand cash balances. 13. Future AER operations and cash needs may vary depending upon a variety of factors including the following: cash collateral requirements for new or existing contracts, the

7

### future price of electricity, the dispatch of the generation stations, the price of fuel, changes in fuel inventory levels, future operations and maintenance expenses and capital expenditure requirements. Accordingly, while the cash position of GENCO has benefitted from the exercise of the Put Option, such proceeds must be reserved by GENCO to provide adequate ongoing liquidity and manage short-term cash volatility. The funds are not available to fund significant capital investment, including the completion ofthe Newton FGD. The use of GENCO's primary liquidity source to fund long-term projects that do not generate additional revenues would be financially imprudent and could threaten GENCO's ability to continue as a going concern. 14. Assuring adequate liquidity is a challenge for AER and GENCO due a number of factors described previously in the testimony of Gary Rygh (Barclay's Capital) and Ryan Martin (Ameren) and noted by the Board in PCB 12-126. GENCO cannot secure its own independent

source of additional liquidity due to restrictions in certain bond indenture covenants. Outside of specific borrowing restrictions, liquidity for unregulated generation companies continues to be
very limited and, if available at all, expensive given declining business conditions and operating results. Note that under IPH ownership, GENCO would continue to be subject to the indenture provisions that currently restrict its ability to secure third party financing or pay dividends. 

### V. COMPLIANCE OBLIGATIONS UNDER BOARD ORDER (PCB 12-126) 15. As indicated above, to facilitate the transaction, Ameren will reorganize AER to segregate the assets to be conveyed from those to be retained by Ameren through Medina Valley. Along with the natural gas plants identified above, and just prior to the closing of the IPH transaction, as noted above, ownership ofthe Hutsonville and Meredosia energy centers will be transferred to Medina Valley. I am the Executive Vice President and Chief Financial Officer of Medina Valley and a member of its Board of Managers. I can confirm and represent that under

8the current AER variance (PCB 12-126) and in the event the Board grants IPH's proposed request for variance, neither Hutsonville nor Meredosia will operate its generating units, consistent with the Board's Order in PCB 12-126. 16. Should the Board deny the pending request for variance relief presented to the Board by IPH and Medina Valley, AER would continue to comply with the Board's Order in PCB 12-126. I simply wish to reiterate that Ameren is committed to exiting the merchant generation business in an orderly fashion so as to focus on its core utility operations. Ameren does not foresee a circumstance under which it would continue to own and operate merchant generating assets in Illinois. Should the IPH transaction not close, Ameren would continue to explore exit possibilities, which could include the sale of assets, the restructuring of debt and equity in GENCO, or some combination thereof. Under a restructuring scenario, control and operation of the merchant business would be dependent on negotiations with the GENCO bondholders and, ultimately, the result of such restructuring proceedings thereby creating uncertainty for employees, suppliers and local communities. In Ameren's view, the conveyance of the merchant business to IPH represents the best path forward for the continued operation of the energy center facilities which are an integral part of the Southern and Central Illinois
economy. Dynegy already has a significant operating presence in Illinois and is well-positioned through its subsidiaries to achieve the necessary economies of scale required to operate these
energy centers during uncertain and distressed power market conditions. We have no reason to believe that any other potential buyer would be willing to acquire the energy centers without the variance, unless such buyer intended to close one or more plants.

FURTHER, Affiant sayeth not.



### 9DATED:

# +-----**/J Y~** **/; 3**  

# _ _ TJ**Subsc )}e** **d** 

### and swore to before me this l.t'""d ay of July, 2013

42853-0000 CH2 \ 12852130

. 2 

### in J. L ns, Jr. Title: Executive Vice President and Chief Financial Officer

Debby Anzalone

- Notary Public

. Notary Seal, State of**Mlssou~** -**~t.** louis County**Com~1~s1on** #1 0435722 My CommiSSion Expires 512312014



### 10

### EXHIBIT 2

AFFIDAVIT OF MARIO E. ALONSOAFF ID AVIT OF MARIO E. ALONSO
I. BACKGROUND AND QUALIFICATIONS
1

. M y name is Mario E. Alonso and I am the Vice President Strategic De vel opment for Dynegy Inc

. ("Dynegy"). I also am a member ofDynegy's Executi ve Management Team and

am Vice President Strategic Development for Tll inois Po wer Holdin gs, LLC (" IPH "), a wholly owned, indirect subsidiary of Dynegy. My busine ss address i s 60 1 Travi s Street, Suite 1400 , Hou sto n , Texas 77002. I provide this af fid avit in s upport of th e P e tition for Variance filed by
IPH, AmerenEnergy Medina Va ll ey Cogen , L.L.C. ( " Medi n a Valley ") , and Ameren Energy R esources , LLC ( " AER") (" Petition "). I make this affidavit based on p e r so nal kn ow l edge or on knowledge I have o btained throug h inquiry of indi v idua l s employed b y D ynegy or its affi li ates. 2. As D ynegy's Vice P re s ide nt Stra t eg ic Development, I am r esponsible for leading Dyne g y 's s trategic planning and corporate d eve1opment activities , inc ludin g long-term s trategic planning and mergers and acq uis itions. Pri or to taking on this role in Jul y 2 01 2 , I serve d as Dynegy ' s Treasurer from A ugust 2011 t o Ju ly 20 1 2. I p revio u sly served as V ice President , Mergers an d Acqu i s iti o ns fro m 2008

- 201 1 and held var i o u s oth e r ke y roles in Merger s and Ac qui s itions and Treasury at Dyneg y from 2001 to 200 8. Prior to joining Dynegy in 2001, I worke d as an associate with E nr on Corporation. I r eceived m y undergraduat e business degree from th e Univers ity of Virginia in 1993 with a major in fi nan ce. I received my MBA from th e U ni vers i ty of V i rg inia in 199 9. 3. I am familiar with th e planned transaction between IPH and Ameren C o rp o rati o n C' Am ere n ' } I have read and am familiar with th e September 20 , 20 1 2 Opinion and Order by th e Illinois Pollution Co ntrol B oard (the " B oard" or " IPCB " ), PCB 1 2 -126 , grant in g AER variance

### relief from the sulfur dioxide ("S0 2 ") 

### emission rat es in 

### the multi-pollutant standard ("MPS") 

### rules applicable t o the Ameren MPS 

### Group.


### D. ILLINOIS POWER HOLDINGS, LLC 4. TPH is a D elaware limited liability company owned directly by Illinois Power Holdings II, LLC, a D elaware limited liabilit y company ("Holdi_ngs II " ). Holdings II is a d i rectl y who ll y owned subsi diary of D ynegy. IPH i s a non-recourse entity forme d with the purpose of

ac quirin g th e e quity interest in 

### Ameren's merchant utilities (as further discussed below), pursuant to th e Transaction Agreement, dated March 14 , 20 1 3 , 

### between Ameren and IPH (the

" Transaction Agreement" ). As of the date of this affidavit, IPH does not own any assets or conduct
any business in 

### the state of illinois. 5. No e nti ty in Dynegy's corporate structure, outside of Holdings II and Dynegy , ho ld s any dir ec t or indirect interest in IPH and I PH maintains corpora t e separa t eness from Dynegy and Dynegy ' s existing subsidiaries. A core pillar of the transaction is that the Acquired Merchant Utiliti es (as defined below) must be economically viab le on their own and be independen t , self

- sustaining, self-funding bu s ine sses. A ttached Affidavit Exhibit 1 i s a simplified corporate organiza tion diagram for Dynegy Inc. as would exist upon closing of the transaction , including IPH 's position as a parent company of the Acquired Merc hant Utilities. Each ofDynegy's subsidiaries is an independent legal ent ity with separate assets and liabilities.
6. FoUowing closing under the Transact i on Agreement , IPH will 

### own all of Ameren ' s interest in Ameren Energy Generating Company ( " GENCO", also referred to as ··AEG " ) , AmerenEnergy Resources Generating Company ( " AERG " ) , Arneren Energy Marketing Company ( " Ameren Ma r ket in g " ), Electric Energy , In c. ( " EEl " ), and M id west Electric Power , In c. ("MEPI " ) (GENCO , AERG , Ameren Marketing , EEl , and MEPI, co llectiv e ly, the 2

### "Acquired Merchant Utilities"). IPH and each of the Acquired Merchant Utilities will maintain corporate separateness from al l ofDynegy's current legal entities.


### III. THE ACQUISITION OF NEW AER 7. The transaction between IPH and Ameren is functionally a straightfor ward sale of equity interests in the company owning the generating assets. At the clos i ng of the transaction and after a reorganization of AER that, to I P H 's understanding, Arneren i ntends to undertake prior to closing (the reorganized company is referred to in the T ransaction Agreement as " New AER" ), Ameren will tran sfer 100 percent of its equity interest in New AER to I PH with the resul t that IPH will acquire all of Amer en' s interests in the Acquired Merchant U tilities and the operating generating faci l ities they bold a t closing , specifically the: ( i) Coffeen P lant (lo cated in Coffeen, Ill i nois), (ii) Duck Creek Plant (located i n Canton, Illi nois), (iii) E.D. Edwards Plant (located i n Barton ville, Illinois) , (iv) Newton Po wer Plant (located in Ne wton, Illi nois), and (v) Joppa Generating Station (located in Joppa, Illinoi s) (c o llectively , the "Acquired Plants " ). 8. The clo s ing of the transaction is expected to occur during the fourth quarter of 2013. I PH ' s obligat ion to close is subject to two specific conditions rele vant to the Petition. The first is the transfer to IPH, or such other legally binding approval by t he Board which has the effect of making applicabl e immediate ly after clo s ing of the transaction to IPH, of the variance

r e li ef , Docket PCB 1 2

- 126, granted by the Board on September 20, 20 1 2 to AER (the " Variance
Relief') without mat erial change. The second is t he successful transfer of the Grand Tower, Gibson C i ty and Elgin natural gas - fired energy centers (collective l y, the " Put Assets") to Petitioner Medina Vall ey. IPH insisted its obligations to close the acquisition from Arneren be conditioned upon the applicability of variance r el i ef after the tran sac t ion becau se th e Acquired Plants will simply not be financial l y viable without the relief from the MPS rules applicab l e to 3

### the Ameren MPS Group. If 

### the variance re l ief from the MPS

. rul es reques ted in the Petition i s
not grant e d, and IPH nonethel es s mov es forward with the tran sactio n , IPH ' s onl y option t o

co mply with the MPS wou ld be to shut down a co mbination of the Newton , E. D. Edwards and
J oppa Energy Center s by January 1 , 2015. 

### In 

### IPH 's anal ysis, the E.D. Edwards and J oppa E nergy Centers would be shut down by January 1 , 20 15

. 

### IV. WITHOUT THE REQUESTED VARIANCE RELIEF, COMPLIANCE WITH THE 2015 AND 2017 MPS OVERALL 

### S02 ANNUAL EMISSION RATES WOULD IMPOSE AN UNREASONABLE SIGNIFICANT HARDSHIP ON IPH

9. Comp liance wi th the Ameren MPS Group Multi-Pollutant Standar d rule 's 2015 

### and 20 1 

### 7 over all S0 2 annual emission rates would impose an arbitrary and unr easonable hard s hip on IPH as th e owner of the Acquired! Merchant Utilities. The hardship derives from
two key factors: co ntinuin g s i gnific ant fe d e ral reg ulatory uncertain ty and hi sto ri cal l y depressed
power pri ces . As a re su lt of these intertwined factors , IPH and t he Acquired Merchant Ut iliti es will simply not be financially viable to comp l y with the MPS w i thout the requested variance

r e lief.
1 0. 

### Fir st , USEPA ha s not a nn ou n ced formal p l ans or a ti me li ne for developing a va li d replacement rul e fo r the Cross S tate Air Pollution Rule ("CSAPR"). While th e Uni te d States Supreme Court r ecent ly decided t o review the appellate court 's deci s ion vacatin g CS APR, the future ofCSAPR re m ains uncertain. Pre s ident Obama 's recent ann ou ncement directing USEPA
t o develop carb o n s t andards for existing power plants creates additional r e gulatory unc e rt ainty for long-term pl a nnin g in vo lving the Acquired Merchan t Util it ies and th e Acquired Plant s. Im p o rtantl y, in th e abse n ce of an effective federal S02 and NOx p r ogram that " l evels the playing field " among competitors in the el ec tri c generatio n m arket, th e Illin ois

- s p ecific MPS

4

### re quiremen t s co ntinue to p l ace the Acquired Merchant Uti l ities and the Acq ui red Plants at a

co mpet itive disadvantage wit h electric gener ators in 

### nearby states that h ave no t deregulated their
energy markets (and, thus, in contrast t o the Acquired Plants, are able to recover environmental
costs through revenues from a captive rate base) and have not requi red e lectric generators t o significantly reduce S0 2 and 

### NOx em i ss i ons . 1 1. Second , based on information provided by an indepen dent third

- party reporting service 1 

### an d as shown i n the tab l e below, power prices remai n dep r esse d and are not expected t o im p rove over the next severa l years. As a merchant generator, the source of r ev e nues for I PH and the Acquired Merchant Utilit i es is the sale of electricity; thus, IPH and Acquired Me rc h ant Utilities are largely dependent on the commodity price of elect ri city

. The t able below summarizes future expected natural gas and power prices as of late June 2013. 

### The prices in the table below represent hub pr i cing for natural gas and power in the Midcont inent Independent System Operator (" MISO ") regio n , where the Acquired Plants ar e located and sell almost all of the ir power. 2 

### MISO participants include both regulated utili ties and merchant generators. For
purposes of comparison, in 2006-2007, 

### the power price relevant to the Acquired Plants was ap proximately $60 

### per megawatt hour, 3 

### and the natural gas price was approximately $6.70 

### per mmBtu

.4 

### The data clearly shows objective market expectations that for the next several years power prices wi ll remain depresse d and nat ural gas prices will re m ain at distressed levels.

1 SunGard Kiodex LLC (Kiodex). Kiodex surveys a vari ety of market sources in creating its dai l y market assessments and , therefo re, ge nerates a reliable unbiased market expec tation

. 2 ln table column "2013", June 28,2013 power prices rep r esent the balance of2013 and June 28 gas prices include August to December 20 1 3. Power pr ices are around the clock (A TC) prices.
3 See AER v. JEPA, PCB 1 2 -126 , Opinion and O r der, 61 (Sept. 20 , 20 12).
4 Average Chicago Citygate pr ice over the 2006-2007 period , ba se d on information reported by Platts Gas Daily. 5

### MISO Gas Price 2013 201 4 2 0 15 20 1 6 2 017 ($/mmBtu ) 6/2 8/20 1 3 $3.70 $ 3. 9 6 $4. 1 7 $ 4

. 37 $4.61


### MI S O Power Price 2013 20 1 4 2015 2016 20 1 7 ($!MWhr)6 /28/2013 $3 1 .85 $30.67 $3 1. 78 $33. 1 4 $34 .4 7

1 2

. IPH h as analyze d seve r a l fi nanc i ng a l te rna ti ves, i nc ludi n g sel f-fun din g, thi rd party fi n ancin g an d fin a n c i ng throu g h i ts p are n t co mp a ny, D y negy, in eac h c a se a s de scr ib e d below. N o viab le fun d ing me ch arusm ex i s t s fo r IP H t o complete t he Newton fl ue gas desulfu riza ti o n ( " FGD , ) project or otherwise meet th e MPS 2015 and 2017 compliance deadlines. 13. IPH and th e Acquir ed Merc h ant U t i li ties, as AER under Ameren , m ust be sel ffunding an d su pport th eir own expenses thro u gh the ir ow n o p erat ing reve n ues . U nd e r IPH , th e Acquired Merchant Utilities will remain in th e merchant power generation market witho u t a rate base , meaning that environmental or other comp l i ance costs cannot be recover ed by ra t e s from

ca ptive co n sumers. IPH and the Acquired Merchant U tili t i es will face s ignificant exposure to

m ar ket p ric e s , sw in gs in 

### load dem a nd, and com mo d ity pri c e v o l ati lity; and power pri ces r ema in
at historica lly depressed l evels

. 14. In acquiring New AER, IPH will inheri t the n ea r tenn balance sheet c h allenges
current l y faced by AER. In 

### th e fi r st quarter of 20 1 3, AE R h ad a $15 1 mi lli on net income l oss ,
w hi ch f ollows its $396 m i llio n ne t inco me los s i n 20 1 2. 5 

### As s t ated in a recent S t an dar d & 

### P oor 's

up d ate, GENCO, AER ' s largest s ub s idi ary , "has less t h a n a d e q uat e li qu i di t y " and " po o r s t an di ng

s Dynegy Inc. , Prospectu s, SEC Form 4248(3) filed June 5 , 20 13 , Annex A: Financial Statemen ts Relating to AER. 6

### in the cr edit markets". 6 

### Nota b ly , GENCO has approximately $825 million in l ong-term public bond debt outstanding , with app r oximately $ 300 million of this debt maturing in 2 018 and $250 million maturing in 2020. GENCO's existing debt r equires approximatel y $59 million in annual in

tere st payments. GENCO's fai lure to rep ay the b onds w hen du e would constitut e a default under the GENCO bond indenture, w hich would likely lead to a GENCO bankruptcy. After IPH

ac quires New AER and its subsi diary GENCO , GENCO w i ll continue to be r es p onsible for repayment of that $825 mi lli on deb t, including the annual $59 million i nterest p ayment ob liga t ion

. Giv en depressed p ower prices, GENCO 's exist in g debt and the s ignifi ca nt capital expendi ture nee ded to comp l ete the Newton FGDs , New AER wi ll not have the financial

resources o r liquidity at clo si ng to co mplete co nstru ctio n of the Newton FGDs to c omply w i th the MPS ru le 's 20 1 5 and 2017 system

- wide S02 annual emission rate limi ts

. 1 5. Third party ex t ernal financing a lso is n ot availab le to IPH or the Acquired Merchant Utilit ie s. Neither IPH nor i ts subs i diaries will li kely be able to access credit marke t s to obtai n third

-party financing due to the d istressed power marke t in which the Acquired Mer ch ant U til i t ies opera te. Indeed, prior t o e n terin g t he Transaction Ag r eement, Dynegy approached several financ ial institution s to inquire abou t the po ss ib i lity o f obta ining a credi t facility to

s up port the Acquired Plants o n ce transferred to I PH. Given th e low cas h flow profile , neglig ible li e n ca pa c ity of the assets , existing debt and weak c re dit profi l e of th e Acquire d Merchant
U

tili ties , the financial institut io n s contacted rep li ed that they wo uld not extend a c r edit fac ility

. In 

### addition, because IPH, New AER and AERG (as with AER and A ERO currently) w ill no t be

6 S t andard & Poor's , Research Update : Ameren Energy Generating Co. Ratings L owe red to ' CCC + ' On Weak Power Pri ces; Outlook Negativ e, at 2, 3 (Feb. 8 , 20 1 3). 7

### publ icly reg i stered companies and will not b e rated b y the cred i t rating agencies, they will have limited financing options

. 16. Moreover, GENCO is currently prohibited by it s debt covenants from obtaini ng external financi ng. While IPH generally wo uld seek to refinanc e GENCO's existing $825 million bond ob l igation in the pub lic market at some poi n t in the future in order t o ext end the maturity dates, covenants in G E NCO's b ond indenture restrict GENCO's ability to incur additional indebtedness from external sources if GENCO's interest coverage rati o i s le ss than 2.5

or its leverage ratio is greater than a specified maximum. As GENCO disclose d in a recent fi lin g with the U.S. Securities and Exchange Comm is sio n ("SEC"), during the first quarter of 2013, GENCO's interest coverage rati o fell to a l evel l ess than the specifie d minimum level required for external borrowings. Further, as also disclosed in GENCO's SEC filing , due to the decline in 

### GENC O 's earnings and operating cash flow·s result ing from depressed power prices, GE N CO ' s interest coverage ratio is e xpec ted to remain le ss than this minimum level through at least 20 15. As a result, GENCO's ability to borrow additional funds from external , t hird-party sources is restricted. Moreover , g ive n GENCO's poor financial h ealt h , even after GENCO regains the ab ili ty under its existi ng debt ag reem ents to borrow external funds, refinancing may not be
po ss i b le as a practical matter due to the onerous terms that likely wo ul d be impo s ed b y external lenders. 17

. Finally , credit pressures prevent Dyne gy from financia ll y s upporting IPH and th e Acquired Merchant Util iti es . As part of its diligence process prior to entering the Transaction Ag reement, Dynegy contacted the credit rating agencies (Moody's and Standard & 

### Poor ' s) to understand the transaction's implications , if any, on Dynegy's credit rati ng . Both cred it rating

8

### agencies agreed that, as structu red , th e transaction was a credi t neutral event because of the no n recourse nature of IPH. However, the credit rating agenc ie s made clear that the transaction

wo uld have a negative effect on the credit rating of Dynegy if the acquired en titi es wer e to be absorbed into the Dyneg y capital structure or if Dynegy were to provi d e financial support to the Acquired Merchant Utilities other t h an limited amounts of wo r king capit al.
18. A downgrade i n Dyne gy's credit rating would mean less favorable terms and condit ions for Dynegy ' s financing (e.g., in creased in ter est rates for borrowing, more r estrict i ve covenants) and l oss of inve stor confidence , ultimately jeopardizing Dynegy's balance sheet and liquidity. In 

### fact , Dynegy very recently completed a refinancing , in which Dynegy made clear to the rat in g agencies and equity and debt investors that IPH wo uld 

### be non-recourse to the D yneg y balance sheet. Today, Dyneg y i s re cognized as having a good balance s heet within the indust ry and, thus, is abl e to obtain the benefits of this , as demonstrated by the recent favorable refinancing. Simpl y stated , Dynegy w ill not

-- and , in effect, cannot

-- endanger its balance sheet

or its credit rat ing by integrating IPH and the Acquired Merchant Utili ti es in to the D ynegy capital structure. Thus , Dynegy has publi cly communicated to i nvestors that th e Acquired Merchant Utili ti es must s t and on their own fmancia ll y. Confi dence from its investor b ase (both debt and equity) is key to Dynegy's future s uccess and D ynegy cannot, without jeopardizing Dynegy's financial future , backtrack on its commitment to the non-recourse nature of IPH , part ic ul arly in the con t ex t that Dynegy emerged from bankruptcy in l ate 20 1 2 thr ough which it

was ab l e to restructure its bal ance sheet. 1 9. While Dynegy's new re fi nancing agreement would allow Dynegy to make certain investment s in 

### its subsid i aries , inc lu ding IPH , Dynegy cannot invest funds und er the refinancing

9agreement in IPH w ithout risking its credit rating. Nor cou l d D ynegy invest funds under the

refinancing agreement i n IPH wit h out risking its c redibility with investors. Moreover, because Dynegy must balance the investment needs of all of its current and future su bsidiarie s, D ynegy could not commit funds under the refmancing agreement to the extent needed to complete the
Newton FGDs , even if doing so w ould n ot imp er il Dynegy 's credit rating and credib il jty.
20. Upon closing of the transaction , IPH and the Acqui red Merchant Uti liti es will not hav e suffici ent liquidi ty t o fund the imm ediate or accelerated installati on of th e Newton FGD project or other l arge environmental capital projects. At closing , IPH , New AER and its

conso li dated sub sid iari es will have approximate ly $220 million in cash, 7 of which $203 million
will be at GENCO and approximately $17 million at AERG/ Ameren Marketing. Depending on the results of the sale process of the Put Assets , the total cash figur e at closing for GENCO cou l d
be highe r. However , depending largely on vo l atile commodi ty markets, the majority of this approximate $220 million in cash available at c lo sing will be utilized over the next several years
to fund operations/potential losses , pay interest, and provide some working capital and credit

s upport. Mo reover, in two years when Ameren ' s ob li gation under the Transaction Agreement to provide credit s upp ort to New AER terminate s, New AER w ill need to rep l ace its credit support , wh i ch may be a significant amount. In fact , if the existing credit s upport were to be replaced today, a substantial amount of the $220 million i n cash available at closing wo uld be used up. 21. While the exerci se of the put option has infused additional capital into GENCO , the proceeds from exercising the put option (a minimum of $133 million) are part of the approximate ly $220 million in cash that New AER and its subsidiaries w ill have at closing.

7 The approximate nature of the $220 million amount reflects uncertainty r egarding ce rtain real es tate s al es. Depending on the outcome of those real estate sales, the cas h at closing ma y be up to app r ox imately $226 million

. 10

### However, as explained above, this cash is needed to fund operations/ lo sses and pay interest at GENCO over the next severa l years, and there are no excess funds to accelerate installation of the Newton FGD project or make any other MPS comp liance alternativ es feasible. In 

### addition , this cash would also be used for purposes of replacing Ne w AER's credit support in two years. 22. At closing , New AER and its consolidated subsidiaries also will ha ve approx imately $160 million in net worki n g capital. This does not , however, mean th at the A cquired Merchant Utilities will have an incremental $160 million of liquidity to spend above the approximate $220 million in cash avail able at closing

. This $160 million of net working capital is t ied up in the busi ness as the typical capital required to simpl y run the busi ness day to day and maintain appropriate fuel (coal) inventory and materials/supplies (e.g., spare parts)

. In fac t , the major it

y of this $160 million net working capital is for maintaining adequate le ve ls of fuel inventory and materials/ s u pplies. 23. Importantly , IP H expects that the gradual recovery of power prices (anticipated to begin after April 20 15) will provide New AER with sufficient cash t1ow and liquidity to complete construction of the Newton FGDs by year end 20 19. Dynegy has made clear in its public statements that it b elieve s power prices will begin to r ecover when compliance with the federal Mercury and Air Toxics Standards ( "M ATS ") tightens supply as environmentally noncompliant or uneconomic generat ion units in the Midwest continue to retire. The MATS compliance deadline is Apri l 16, 20 15, but the rule allows electricity generating units to obtain
one-yea r , and in some cases two-year, extensions of the compliance deadline. 24. As publicly st ated , Dynegy expects New AER will not ge n e rate free cash t1ow until 2015. However, free cash flow in 2015 by New AER does n ot mean that New AER would have sufficient li quidity or financial resources in 20 15 to spend the sign ificant capita l needed to IIcomplete construction of the Newton FGDs or ot herw i se comp l y with the MPS. The recovery of
power prices will not be immediate i n 2015 , nor will marke t recovery in 2015 be sufficient to
ge nerate the cas h flow and liquidity needed to accelerate comp l etion of th e Newton FGD s in time to meet the 2 017 MPS overall S0 2 annual emission l imit. Rather , IPH expects the re covery of power pr ices and associated generation of po si tive cash flows to occur gradually over time. Thu s, the five-year term of the re qu ested va riance i s critical to allowing adequate t i me for both
recovery of power prices and New AER and it s subsidiaries to accumulate the s ignificant financia l resources needed to fund completion of the N ewton FGD s, whi l e at s ame time m eeting th e ir e xisting debt obligat ions , operating c o s t s and credit support requirements

. 25. In eva luating the contemplat ed transactio n , Dynegy 's p os ition has al w a ys b een that , g iven the depre sse d commodity mark e t s and volatile n ature of th e merchant energy business, at th e closing of the transaction , New AE R must have sufficient liquidity for the ne x t

several ye ar s to me et it s needs of funding operatio n s/pote ntial lo sses, paying intere st, and providing some wo rking capital and credit sup p ort. Furthermore , without the approximate $60 mill i on in annual oper at ional synergi es that D ynegy esti mates it will reali z e in this tra nsact i o n by 20 1 5 , the approximate $220 mi ll io n i n cash at c l os ing wou ld n o t be s ufficient to fu nd operat ion s

over the next several years. Tho se sy n erg ies wi ll re su lt from gross marg in and cost i mpr ovements a t N e w AER based on the s u ccess ful implementation of D ynegy program s addressing, among others, red uction in forced o uta g e rates to impro ve i n-marke t a v ailability , fuel and rail pro curement pract i ces, ve n dor optim i z ation, and the comb in atio n of D ynegy's engineering, maintenan ce, and outage plannin g expert i se. Implementati o n of Dyneg y's PRIDE initiative (Producing Re s ult s through Inn ova ti on by Dynegy Emplo yees) at New AER is also

1 2

### expected to result in significant margin and cost improvements, as it has at D ynegy over the past
two years, by continuously improving performance wherever po ss ib le based on the advice of our employees, the experts who see these opportunities fir st-h and. Both the upfront cash at closing and the synergies are required to provide comfort that the business wi ll have the nece ssary liquidity over the next several years, particularly given the volati l e nature of the marke ts. Simply
sta t ed, it is not fea sible over the next several years to simul taneously have adequate liquidity
necessary to continue operating the Acquired Plants and also spend hundreds of millions on capi tal investments to accelerate install ation of the Newton FGD project, install alternative air pollution controls o r otherwise comply with the MPS without the requested variance re li ef. Consistent with Dynegy's need to protect its credit ra tin g and the commitments Dynegy has made to the credit rating agencies , as well as to Dynegy ' s creditors and investors, that IPH would
not be integrated into Dyne gy's capital structure, financial support from Dynegy to IPH , i f any, will be limited in amount and targeted only to providing necessary working capital s upport. This limited support will n ot be for the purposes of making capital in vestments at the Acquired Plan ts (e. g , 

### pollution controls, equ ipment replacements) and, in an y ev ent, would only be a small fraction of th e s ignificant capital needed for a large scale capital project such as the Newton FGD project. As part of the Transaction Agreement, Dy negy also has provided a $25 million
g uarantee to Ameren for two years a fter clo s ing for certain pre-closing payments of IPH and certain post-closing indemni fic ation and reimbursement obliga tions of IPH. That g uarantee i s
not availab le for making capital investments at the Acquired P l ants and, aga in , in any event would not be suffi cient to fund comp leti on of the Newto n FGD project.

13

### 26. F in ally, as so lely a merchant generation co mpany wi thout any re gu lated rat e based subsidiaries , Dynegy ha s had to face s e veral ye ar s of economic challenges ca u se d by depressed p ower p ricing and a weakened national economy . Dynegy filed for Cha p ter 1 1 bankruptcy protection in 

### July 2012 and, wh il e s u ccessfu ll y emerging from bankruptcy in October 20 1 2 , Dynegy conti nue s t o face near-term econom ic challenges posed by depressed
power p rices. For exam pl e, D ynegy reported operating losses of $ 10 4 million for the fourth quarter of 2 01 2 and $142 million f or the first quarter of 2013. Thu s, in a very real sense , while
D y n egy expe cts power pricing and market conditions to im pro ve gradually over the longer-term beginning in 20 1 5 , Dynegy is not a " deep p ock et " with limitle ss funds that could now or in 

### th e

ne xt several years be m ade av ailabl e to IPH t o comp l ete construction of the Newton FG D s. 27. In short , a t closing, I PH and the Acqu ired Merchant Utilities are expec t e d t o have

sufficient liquidit y and c olla tera l supp ort to meet expec t e d operat in g ob ligat i o n s, including sufficient funds to continue cons truction of the Newto n FGD project in 

### acco rd a n ce with the

sc h ed ule in the request e d var iance relief , as we ll as to m ax imi ze the existing F GD sys t ems a t Du ck Creek and Coffeen and utilize l o w sulfur coal at the o th er A cqu ir ed P lants. IPH and the Acquir ed Merchant Utilities w ill not , h owever , have sufficient funds t o meet the MPS

re quirements w ith out the requ es ted varianc e relief or to ac cel e rate in sta ll atio n of the Newton
F GD project.

14

### V. CONCLUSION 28. I ha ve r ead the Petition and the facts stated therein with regard to s ubject matters of this affidavi t are true and correc t to th e best of my knowledge and belief.
FURTHER , Affiant sa yeth n o t.

# DATED:**~** It ;).1)/3



### Subscribed and swore to before me this

### rct**ay** of Jul y, 2013

# ~;3**{[ ~**  Notary Publi c Mario E. Alons o

15

### EXHIBIT 3

MAP DEPICTING LOCATIONS OF ENERGY CENTERS AND IPEA AIR QUALITY MONITORING STATIONS

Illinois Environmental Protection Agency, Illinois Annual Air Quality Report (2011) (including

map depicting Agency air quality monitoring stations with the locations of the Ameren MPS Group superimposed).

### State of Illinois Illinois Environmental Protection Agency

November 2012



# Annual Air Quality Report



# Illinois  

# 2011

# ILLINOIS ANNUAL

AIR QUALITY REPORT

201 1

Illinois Environmental Protection Agency

Bureau of Air 1021 North Grand Avenue, East P.O. Box 19276 Springfield, IL 62794-9276

Printed on recycled paper

### ix 20 1 1 EXECUTIVE SUMMARY
This report presents a summary of air quality data collected throughout the State of Illinois during the calendar year - 20 1 1 . Data is presented for the six criteria pollutants (those for which air quality standards have been developed - particulate matter (PM 10 

### and PM 2.5 

### ), ozone, sulfur dioxide, nitrogen dioxide, carbon monoxide, and lead) along with some heavy metals, nitrates, sulfates, volatile organic and toxic compounds. Monitoring was conducted at 75 different site locations collecting data from more than 170 instruments. In terms of the Air Quality Index (AQI) air quality during 2011 was either good or moderate 92 percent of the time throughout Illinois. There were no days when air quality in some part of Illinois
wa s considered Unhealthy (category Red). This compares with zero Unhealthy day s in 20 10. The re were 31 days ( 2 5 for 8 -hour ozone, 4 for PM 2.5 

### and 2 for both 8 -hour ozone and PM 2.5 

### ) when air quality in some part of Illinois was considered Unhealthy for Sensitive Groups (category Orange). This compares with 32 Unhealthy for Sensitive Groups days reported in 2010. Air quality trends for the criteria pollutants are continuing to show downward trends or stable trends well below the level of the standards. Percentage changes over the ten year period 2002

– 20 1 1 are as follows: 24-hour Particulate Matter ( PM 10 

### ) 15 percent decrease, annual Particulate Matter (PM 2.5 

### ) 2 0 percent decrease, 1-hour Sulfur Dioxide 47 percent decrease, annual Nitrogen Dioxide 29 percent decrease, 8-hour Carbon Monoxide 48 percent decrease, Lead 33 percent decrease, and 8 -hour Ozone 5 pe rcent decrease. Stationary point source emission data has again been included. The data in the report reflects information contained in the Emission Inventory System (EIS) as of December 31, 2011. Emission estimates are for the calendar year 201 1 and are for the pollutants: particulate matter, volatile organic material, sulfur dioxide, nitrogen oxides and carbon monoxide. Emission trends of these pollutants have been given for the years 1998 to the present. Emissions reported with the Annual Emissions Report have been provided starting with 1998 and are currently available through 2010. In general there has been a trend toward decreasing emissions over this time period.Illinois Annual Air Quality Report 2011 Section 2: Statewide Summary of Air Quality for 2011



### 9 

### SECTION 2: STATEWIDE SUMMARY OF AIR QUALITY FOR 2011 OZONE Monitoring was conducted at 34 locations duringat least part of the April-October "ozone season" and at least 75 percent data capture was obtained at 34 sites. Two sites recorded hourly concentrations above the former 0.12 parts per million (ppm) 1-hour standard. University of Chicago recorded the highest 1-hour concentration of 0.139 ppm followed by Zion with a concentration of 0.126 ppm. This compares with the highest concentration of 0.100 ppm in 2010 at both Lemont and Zion. The highest value in the St. Louis Metro East area was 0.1 09 ppm recorded at Jerseyville compared with a high in 2010 of 0.1 15 ppm at East St. Louis. Data is also presented to compare with the 8- hour standard of 0.075 ppm. The appropriate statistic for comparison with the 8-hour standard is the fourth highest value, which is averaged over a three year period. There were 11 sites in Illinois that had a fourth high value above 0.075 ppm in 2011 compared with two sites in 2010 . The highest fourth high value was 0.081 ppm at both Maryville and Wood River. The highest level in the Chicago area was 0.079 ppm at the South W ater Filtration Plant. For the three year period 2009

–

20 1 1 , two sites had a fourth high average above 0.0 75 ppm (Table B4). Figure 1 shows for each year the statewide average of each site’s highest hourly ozone value for the ten year period 2002-20 1 1 . The graph shows some year- to -year fluctuation with high years in 2002 and 2005 and low years in 2004, 2008 and 2009. The statewide average for 2011 was 0.0 9 7 ppm compared with 0.087 ppm in 2010 and 0.082 ppm in 2009

. Statewide, the total number of 1-hour e xcursion days in 201 1 was two compared with zero in 2010 and zero in 2009.

Figure 2 shows for each year the statewide average of the 4th highest 8-hour ozone value for the same period 2002 -2011. The state wide average for 2011 was 0.082 ppm 0.05 0.075 0.1 0.125

02 03 04 05 06 07 08 09 10 11 Year Figure 1 Average 1 - Hour Ozone Maximum (ppm)

0.05 0.06 0.07 0.08 0.09 0.1

02 03 04 05 06 07 08 09 10 11 Year Figure 2 Average 8 - Hour Ozone 4th High (ppm)Illinois Annual Air Quality Report 2011 Section 2: Statewide Summary of Air Quality for 2011



### 10 compared with 0.069 ppm in 2010 and 0.064 in 2009. Overall, Illinois’ weather was much above normal in terms of meteorological conditions favorable to ozone formation and transport statewide. July w as the most conducive month in terms of meteorological conditions statewide. In terms of conducive days, the Chicago area and the Metro-East area both had much above average numbers. PARTICULATE MATTER Moni toring was conducted at 34 sites for PM 2 .5 

### . Valid annual averages were obtained for 32 of the 34 sites. No sites recorded an average above 15.0 ug/m 3 

### , the level of the annual standard, compared with zero sites in 20 10 and zero sites in 2009. The Statewide average of the annual averages was 11

. 2 ug/m 3 

### in 2011 compared with 11 .6 ug/m 3 

### in 2010 and 10

. 6 ug/m 3 

### in 2009

. Figure 3 shows the trend of the Statewide annual averages for PM 2.5 

### for the period 2002-20 11. There were 6 e xceedances of the 24-hour standard of 35 ug/m 3 

### in 2011 compared with 31 exceedances in 2010. The Statewide peak of 39. 9 ug/m 3 

### was recorded at Chicago Mayfair Pump Station. The Statewide average of the 98th percentile of 24-hour averages was 25

. 5 ug/m 3 

### in 2011 compared with 26

. 9 ug/m 3 

### in 2010 and 24

. 3 ug/m 3 

### in 2009

. In 201 1 there were 5 sites monitoring PM 10 

### . The Statewide annual average was 23 ug/m 3 compared with 23 ug/m 3 

### in 2010 and 20 ug/m 3 

### in 2009. For PM 10 

### the Statewide average of the maximum 24-hour averages in 2011 was 6 9 ug/m 3 

### compared with 62 ug/m 3 

### in 2010 and 56 ug/m 3 

### in 2009

. Figure 4 depicts this trend for the period 2002-2011. No sites exceeded the former primary annual standard of 50 ug/m 3 

### . The highest annual average was 31 ug/m 3 

### in Granite City. The lowest annual was 13 ug/m 3 

### in Northbrook. There were no exceedances of the 24-hour primary standard of 150 ug/m 3 

### . The highest 24 -hour average was recorded in Lyons Township with a value of 92 ug/m 3 

### compared with a high 24-hour value of 106 ug/m 3 

### in Granite City in 2010

.

0 5 10 15 20

02 03 04 05 06 07 08 09 10 11 Year Figure 3 Particulate Matter (PM 2.5 ) Annual Trends

(ug/m 3 )

0 50 100

02 03 04 05 06 07 08 09 10 11 Year Figure 4 Particulate Matter (PM 10 ) 24 - Hour Trends

(ug/m 3 )Illinois Annual Air Quality Report 2011 Section 2: Statewide Summary of Air Quality for 2011



### 11 CARBON MONOXIDE There were no exceedances of either the 1- hour primary standard of 35 ppm or the 8- hour primary standard of 9 ppm in 2011 . The highest 1-hour average was 3.3 ppm recorded at Chicago Transit Authority. The highest 8- hour average was 2.0 ppm recorded in Maywood and Peoria. F igure 5 shows the trend for the period 2002

- 201 1 for the statewide average of the 1-hour and 8-hour high CO values. The overall trend for both averages is downward. The statewide average of the 1-hour high was 2.3 ppm in 201 1 compared with 2.5 ppm in 2010. The state wide average for the 8-hour high was 1.5 ppm in 2011 compared with 1.5 ppm in 2010

.

SULFUR DIOXIDE There were 42 exceedances of the new 1-hour primary standard of 75 pp b in 2011 compared with 50 exceedances in 2010. There were no e xceedances of the 3-hour secondary standard of 500 ppb in 201 1 . The annual and 24-hour primary standards were revoked by USEPA in 2010. The highest 1 -hour average was 262 ppb recorded in Pekin compared with 331 ppb in P ekin in 2010. The statewide average of the 1 -hour high in 2011 was 63 ppb. This compares with 75 ppb in 2010 and 81 ppb in 200 9. The highest 3-hour average of 176 ppb wa s recorded in Pekin in 2011 compared with 2 23 ppb in Pekin in 2010. There were two sit es over the primary 1-hr standard of 75 ppb for the 2009-201 1 period compared to four sites for the 200 8 -20 10 period (Table B17).

Figure 6 shows the statewide trend for the maximum 24-hour averages for the period 200 2-201 1 . The 24 -hour average trend has been overall downward; however a greater degree of year- to -year fluctuations have occurred. The statewide average for 2011 was 15 ppb compared with the 2010 average o f 15 ppb. Statewide 1-hour average maximums have also declined. The 2011 average was 63 ppb compared to 75 ppb in 20 10. 0 2 4 6

02 03 04 05 06 07 08 09 10 11 Year Figure 5 Carbon Monoxide Trends (ppm) 1-hr 8-hr 0

10 20 30 40 50

02 03 04 05 06 07 08 09 10 11

Year Figure 6 Sulfur Dioxide 24 - Hour Trends

(ppb)Illinois Annual Air Quality Report 2011 Section 2: Statewide Summary of Air Quality for 2011



### 12 NITROGEN DIOXIDE There were no violations of the annual primary standard of 53 ppb recorded in I llinois during 2011 . The highest annual average of 23 pp b was recorded at Schiller Park . The Statewide average for 2011 was 1 6 ppb compared with 18 pp b in 2010 and 1 9 ppb in 2009. There were no violations of the ne w 1-hour primary standard in 2011 as well. This compares to zero violations in 2010. The re were no sites over the 1-hour primary standard of 100 ppb for the 2009-201 1 period compared to zero sites for the 2008-20 10 period (Table B20). One site operated only during part of the ozone season as PAMS. Figure 7 depicts the tr end of statewide averages from 2002-20 1 1

. The trend has been generally stable for the period ranging from 16 pp b to 24 pp b . There have been no violations of the annual standard since 1980.

LEAD Perhaps the greatest success story in controlling criteria pollutants is lead. As a direct result of the Federal Motor Vehicle Control Program which has required the use of unleaded gas in automobiles since 1975, lead levels have decreased by more than 90 percent statewide. Based on new health studies the lead standard was revised in 2008 from a quarterly mean of 1.5 ug/m 3 

### to a rolling 3-month maximum mean of 0.15 ug/m 3



### . There were no violations of the former quarterly lead standard of 1.5 ug/m3. There were three violations of the new rolling 3- month maximum mean standard for the 2009 to 2011 period. Violoations were recorded at Gr anite City - 15th & Madison with a value of 0. 42 ug/m 3 

### , Chicago Perez with a value of 0.2 9 ug/m 3 

### and

Decatur Mueller with a value of 0.20 ug/m 3 

### . This compares with a statewide high of 0.42 ug/m 3 

### for 2008 to 20 10 at Granite City 15 th 

### & Madison.

Figure 8 shows the trend of the statewide non -source maximum monthly averages from 200 2-201 1

. The chart shows a general flat trend of ambient lead levels over the last several years. In 2010, several sourceoriented monitors were installed and one nonsource monitor was discontinued. Currently, not enough data exists for the source oriented sites to establish a trend. However, the statewide average for all sites was 0.08 ug/m 3 

### in 2011 compared to 0.12 ug/m 3 

### in 2010. 0 5 10 15 20 25 30

02 03 04 05 06 07 08 09 10 11 Year Figure 7 Nitrogen Dioxide Annual Trend

(ppm)

0 0.01 0.02 0.03 0.04 0.05 0.06

02 03 04 05 06 07 08 09 10 11 Year Figure 8 Lead Maximum 3 - Month Trend (ug/m 3 )Illinois Annual Air Quality Report 2011 Section 2: Statewide Summary of Air Quality for 2011



### 13 FILTER ANALYSIS RESULTS The TSP samples analyzed, in addition to lead, for specific metals, sulfates and nitrates. Several of the metals analyzed (arsenic, beryllium, cadmium, chromium, manganese, and nickel) have known toxic properties. Other metals such as iron can be used as tracers to help identify sources of high particulate values. Sulfates and nitrates are precursors of acid precipitation/depositionand add to the understanding of this interregional problem. They are also important constituents of the PM 2.5 

### values. There are currently no State or Federal ambient air quality standards for these parameters. The areas with the highest metals concentrations in Illinois are generally the heavy industrialized areas of the Metro-East (Granite City and East St. Louis) and South Chicago, especially for iron and manganese. The highest 24-hour average for arsenic was 0.464 ug/m 3 

### measured in Granite City. The highest annual average of 0.011 ug/m 3 

### was also recorded at Granite City. There were no measurable beryllium 24-hour averages recorded statewide. Chicago Perez recorded the highest cadmium concentrations with a maximum 24-hour average of 0.022 ug/m 3



### . The highest annual average of 0.002 ug/m 3 

### wa s also recorded at Chicago - Washington. The highest 24-hour chromium average was 0.0 92 ug/m 3 

### recorded at Maywood. Maywood had the highest annual average at 0.023 ug/m 3 

### . The highest iron and manganese values were recorded inSouth Chicago and the high traffic areas of Maywood. The highest 24-hour average for nickel was recorded at Maywood with a value of 0.016 ug/m 3 

### . The highest annual average was in Maywood with an average of 0.008 ug/m 3



### . F or nitrates, the highest 24-hour average was 34

. 0 ug/m 3 

### recorded at Chicago - Washington. The highest annual average was 4.1 ug/m 3 

### recorded at Maywood, Cermak and Chicago

–

Washington. For sulfates, the highest 24-hour average was 17

. 7 ug/m 3 

### recorded at Maywood. The highest annual average was 7.5 ug/m 3 

### at Chicago - Washington. In general, metals, nitrate and sulfate values were slightly higher in 2011 than in 2010. TOXIC COMPOUNDS Sampling for toxic compounds other than metals (see Filter Analysis Section) was conducted at Northbrook and Schiller Park. Most compounds were below the method detection limits. The highest compounds were toluene, mercury, benzene, acrolein and formaldehyde.

PM 2.5 SPECIATION PM 2.5 

### samples are also analyzed for numerous constituents at 5 sites. The major constituents (inorganic elements, ammonium, nitrate, sulfate, elemental and organic carbon) are listed in Table B26 . In general, approximately 62% is ammonium nitrate and ammonium sulfate, 32% is elemental and organic carbon and 6% is inorganic elements.

### 34

### EXHIBIT 4

USEPA DOCKET QA-OAR-2012-0233

Ameren Comment in Docket QA-OAR-2012-0233

# ~ 

# W Ameren Ameren Services

::::::::::::::::::::::::;: ::: ::::::::::;::::::::: : : : :::::::: : :::;:::::::::::::::::::::::::::::::::::::::::;::::: : :: ::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: : ::::::::::::::::::: : ::::::::::: : :::::::::::::::::::

March 15 , 2013

United States Environmental Protection Agency Air Docket Attention Docket ID No

. EPA-HQ-OAR-2012-0233 Mail Code 6102T 1200 Pennsylvania Ave., NW Washington , DC 20460 Dear Sirs, Ameren appreciates the opportunity to comment on the US EPA recommendations for the Pekin, IL S0 2 nonattainment area. Ameren Corporation ("Ameren") is based in St. Louis, MO, and through its operating companies serves 2.4 million electric and nearly one million natural gas customers across a 64 , 000
- square-mile area in Illinois and Missouri. Ameren companies ' net generating capacity is more than 16,400 megawatts

. Our power plants use a variety of fuels to generate electricity-principally coal , nuclear, hydro and natural gas. Specifically Ameren disagrees with the inclusion of the Hollis Township in Peoria County to the Pekin, IL S0 2 non - attainment area for the following reasons : 1) The Pekin area map displayed in Figure 2 of the Illinois EPA's technical support documene shows that the Hollis Township (in particular the Ameren Edwards Energy Center) is located almost directly north of the exceeding Pekin S0 2 monitor. Figure 3 in that same document shows the wind rose for the nearby Peoria Regional Airport

. This figure indicates that winds from the north account for less than 5% of total direction occurrences
. US EPA makes the following statement in their response to the Illinois technical support document: "The wind rose provided by Illinois suggests that winds come most frequently from the south, and somewhat frequently from the northwest, but winds come from all directions with sufficient frequency to suggest that meteorology is not a significant factor in defining this nonattainment area. " 2
This statement is misleading. With such a low percentage of winds from the north the probability of facilities located north of the exceeding monitor having a significant impact is expected to be low. 2) Figure 4 of the Illinois technical support document 1 shows the pollution rose for the years 2008-2010

. This figure shows that over 90% of the occurrences of hours with S0 2 > 75 ppb occurred for wind directions from the West to Southwest. The remaining hours with S0 2 > 75 ppb occurred for wind directions from the East to South-Southwest. Figure 1 below and Attachment I shows a more detailed picture of this pollutant rose
. 3 This figure uses data from the Tazewell county S0 2 monitor and meteorology from the Greater Peoria Regional Airport (see Attachment 1)

. The enhanced pollutant rose

1 Techn i cal Support Documen t: Recommended AttainmenVNonatta i nment Designations i n Illinois for the 201 0 Revised Primary 1
- Hour S0 2 National Ambient Air Quality Standard (AQPSTR 11-02); Jun e 2, 2011 2 Draft Te c hnical S u pport Document Illinois Ar e a Desig n at i ons For the 2010 S02 Primary National Ambient Air Quality Standard ; US EPA F

ebruary 2013

. 3 See references in Attachment I for data sources**·~·····~·~······ ··** **·····~·~················· ···~-·-**  ·-········ 

### ... .... ..... ......................... .
• o 0 o o I**rIp~''** o po o 0 •• poo roo o**-~** o I o o o 0 I I 0 I. 1 . 0 •• t 0 I. I •• 

### ............................ . .............. . ..... . ::::::**: :~**  :; : :: : :: : ::::: :;:::: ;:: ::**~=:** :::**::~ ::~**  ::**~:** 

### ·········· ......... .. . ... ................... . ............................ .. ...............

••••••• •**~-** .... . ... . .... . ... . ......... ·- · ............ . 0 •• o p 0 oo or 0 pO 0 I 0 0 o I o o lo- 0 I& oa**~·** lo-o • 0 • • o o 0 • I 0°' . 

### ..**~** 

### ...... ' ............................................... .. ···--····· 

### .............................. . 1901 Cho ut ea u Avenue PO B ox 6 61 49 , MC 60 2 St. L o u is , MO 63166-6149 Ameren

. com03/15/2013 1:54:00 PM Page 2 of 3

shown in Figure 1 demonstrates that for the 3 year period**2008~201** 0 there were no contributions from facilities located north of the Tazewell county monitor for measured S0 2 1evels greater than or equal to 75 ppb

. Actually over 99% of the measured S0 2 levels 75 ppb or larger occurred for winds from the South-Southeast to West-Northwest. The majority of these occurred with winds from the West and West-Southwest. 3) Further evaluation of Figure 1 (as well as the detailed hourly data in Attachment I) indicates that the meteorology associated with elevated S0 2 levels was occurring a majority of the time with wind speeds greater than 10 mph

. These relatively high wind speeds can cause plumes from relatively short stacks to experience significant downwash. Such stacks exist just west of the Tazewell county S0 2 monitor

. 4) US EPA in its response to Illinois' analysis for designating the Pekin , IL area nonattainment insinuates that just because there is a significant S0 2 emitting source north of the monitor that it automatically contributes to the higher levels monitored

. This assumption is false based on the analysis described above

. In addition as US EPA surely knows that the level of emissions emitted is not the only factor that should be considered

. US EPA needs to consider the actual location of the source relative to the monitor and area's meteorology (as discussed above); the sources stack height; sources stack flow and temperature ; and the sources other relevant operating characteristics

. I t is presumptuous of US EPA to assume that a source that emits S0 2 automatically contributes to the exceedances measured without considering all relevant information.

80

. 00% 70.00% 60.00% 50.00% 40

. 00% 30.00% 20.00% 10

. 00% 0.00% 

### Figure 1 

## 502 Pollutant Rose 

## 2008-2010 Tazwell Monitor 

## (17-179-0004} 502 Levels >= 

## 75 ppb



# -- - • >
- 15 mph 10 15 mph

• 5 · 10 mph 

### a o 5 mph

Based on this analysis and Illinois EPA's analysis the facilities located north of the Tazewell monitor did not contribute to any of the measured exceedances of the one hour S0 2 standard in Tazewell County. US EPA has not sufficiently demonstrated that Hollis Township, Peoria County should be included in the Pekin, IL S0 2 nonattainment area and thus Hollis Township should be removed from US EPA's recommendation

.0 3 /15/2013 1 : 54 : 00 PM Page 3 of 3

If you have any questions please don ' t hesitate to contact me at 314-544
- 2089

. S i ncerely,

# ZIJ~~ Kenneth Anderson Managing Supervisor

- Air Quality Management

Attachment

# Attachment I

Hourly S0 2 

# Data from the Tazewell Monitor and Wind Data from the Peoria Airport for Measured S0 2 

# Levels 

# >= 75 ppb 

# 2008-2010

### 502 and Wind Data for Tazewell Area 2008 Wind Wind Speed Direction Date Hour S02 (ppb) (mph) (deg) 12/27/2008 21 : 00 277 5 200 11/08/2008 0:00 260 17 260 12/28/2008 0 : 00 256 18 260 05/02/2008 18:00 243 15 260 12/27/2008 23 : 00 231 24 270 11/08/2008 2 : 00 229 14 260 12/28/2008 3 : 00 225 15 260 12/28/2008 2 : 00 211 20 260 11/07/2008 23:00 207 14 260 14 260 17 260 12/28/2008 1 : 00 205 18 260 12/28/2008 6 : 00 181 13 260 11/07/2008 22 : 00 165 15 270 12/27/2008 22 : 00 164 15 270 22 270 12/28/2008 4 : 00 164 11 250 21 270 04/12/2008 5:00 160 11 270 03/25/2008 15:00 155 20 280 05/03/2008 8:00 155 20 260 03/25/2008 16:00 143 15 270 04/12/2008 4 : 00 143 11 250 04/12/2008 2 : 00 142 15 260 16 260 05/03/2008 9 : 00 140 20 270 11/08/2008 1 : 00 136 14 260 04/26/2008 8 : 00 119 16 250 15 260 16 250 12/29/2008 11 : 00 119 14 270 10/02/2008 14 : 00 118 11 260 01/17/2008 22 : 00 117 10 260 04/26/2008 13 : 00 115 18 280 04/07/2008 12 : 00 114 16 270 03/21/2008 13 : 00 112 11 220 12/02/2008 1:00 112 8 250 9 260 12/28/2008 7 : 00 111 9 27001/17/2008 21 : 00 110 11 260 14 260 10/02/2008 15:00 109 7 280 11/08/2008 9 : 00 105 20 270 04/26/2008 5 : 00 103 14 270 04/07/2008 11 : 00 102 14 290 01/17/2008 16 : 00 100 15 270 04/12/2008 1 : 00 97 16 260 04/26/2008 10 : 00 96 15 260 04/12/2008 6 : 00 95 16 280 04/26/2008 7 : 00 90 15 250 20 260 12/02/2008 2 :00 90 8 260 7 260 8 260 03/25/2008 14 : 00 89 22 260 04/26/2008 11:00 87 15 260 11/07/2008 18 : 00 86 13 250 12/28/2008 5 : 00 85 5 230 04/26/2008 12 : 00 81 18 270 04/26/2008 9 : 00 80 15 240 05/04/2008 16 : 00 80 9 260 12/28/2008 8 : 00 80 15 260 11/10/2008 12:00 79 0 0 06/28/2008 16 : 00 78 14 290 03/26/2008 12 : 00 77 3 

### VR 04/12/2008 3 : 00 77 11 250 06/28/2008 11:00 77 10 250 10/02/2008 16:00 77 7 280 05/02/2008 19 : 00 76 10 250 11/08/2008 4:00 76 13 260

### S02 and Wind Data for Tazewell Area 2009 Wind Wind Speed Direction Date Hour S02 (ppb) (mph) (deg) 03/31/2009 17 : 00 352 22 260 12/09/2009 7 : 00 282 28 260 28 260 22 260 26 260 10/23/2009 16 : 00 263 14 250 14 260 12/09/2009 9:00 262 25 260 29 260 29 260 26 260 29 270 12/09/2009 8 : 00 252 29 260 30 260 28 260 31 260 26 260 10/23/2009 17:00 235 14 260 13 260 15 260 11 260 10 270 10 270 10/30/2009 23 : 00 233 18 260 13 260 04/30/2009 10:00 231 17 280 14 280 12/28/2009 2:00 230 10 260 

### 05/21/2009 11 : 00 

### 229 15 210 08/20/2009 15:00 202 16 270 12/09/2009 10 : 00 198 31 270 28 260 24 280 03/31/2009 18:00 197 15 250 03/10/2009 18:00 193 20 290 14 290 10/31/2009 3:00 187 15 250 10/31/2009 2 : 00 183 15 26003/08/2009 14:00 181 31 270 08/20/2009 17 : 00 175 7 250 10/31/2009 0 : 00 173 14 250 13 280 01/17/2009 15 : 00 171 18 290 12/28/2009 4 : 00 170 10 260 11 270 04/30/2009 14 : 00 169 14 270 11 260 11 250 04/30/2009 9 : 00 1 63 18 280 18 270 17 260 15 260 06/01/2009 11:00 161 8 250 05/21/2009 10 : 00 160 17 260 10/31/2009 7 : 00 160 13 260 08/20/2009 14 : 00 155 17 240 12/03/2009 21 : 00 155 13 260 10/03/2009 3 : 00 154 10 260 11 250 11 250 12/27/2009 23 : 00 151 11 270 11 260 10/31/2009 5 : 00 149 8 260 05/30/2009 14 : 00 148 5 290 10/31/2009 4 : 00 147 13 260 05/29/2009 11 : 00 146 3 

### VR 03/08/2009 13 : 00 144 28 280 05/31/2009 11 : 00 144 3 160 03/24/2009 21:00 144 11 250 10/23/2009 15 : 00 142 14 260 15 260 13 250 05/14/2009 11 : 00 142 13 280 10/06/2009 16 : 00 141 18 270 10/03/2009 5 : 00 140 10 260 10 260 08/20/2009 16 : 00 139 14 250 12/10/2009 12 : 00 138 18 260 12/09/2009 6 :00 138 25 260 25 260 23 26012/10/2009 6 : 00 138 14 270 10/23/2009 14 : 00 137 13 260 13 250 11 250 06/09/2009 12 : 00 137 0 0 10/24/2009 10:00 137 9 270 06/01/2009 12:00 134 11 280 12/28/2009 3 : 00 134 11 260 10/24/2009 12 : 00 133 10 280 10/02/2009 21 : 00 130 14 240 15 250 10/31/2009 1 : 00 129 13 270 14 270 10/30/2009 22 : 00 129 25 260 21 260 08/20/2009 13:00 127 18 240 10/03/2009 4 : 00 127 10 250 10 260 05/29/2009 10 : 00 126 5 280 03/31/2009 16 :00 125 26 270 10/03/2009 8 : 00 125 14 250 06/28/2009 23 :00 125 6 260 10/03/2009 11 : 00 123 8 260 9 250 06/01/2009 15 : 00 120 8 270 10/24/2009 13 : 00 119 10 250 04/08/2009 10 : 00 119 9 290 06/05/2009 9 : 00 118 8 230 11/25/2009 19 : 00 118 10 270 08/21/2009 12 : 00 113 13 270 10/31/2009 8:00 113 14 280 14 270 12/09/2009 13 : 00 112 20 270 28 270 11/25/2009 11 : 00 112 14 280 11 260 14 270 05/31/2009 12 : 00 112 6 

### VR 10/23/2009 20 : 00 112 17 270 10 270 10 260 12/10/2009 23 : 00 110 7 260 05/30/2009 12 : 00 109 13 25012/10/2009 21 : 00 108 13 270 05/10/2009 14:00 107 13 310 08/21/2009 11 : 00 107 8 260 14 260 04/25/2009 15 : 00 105 8 260 05/30/2009 11:00 105 13 260 10/06/2009 14 : 00 104 17 280 10/30/2009 20 : 00 103 15 250 03/25/2009 12:00 102 11 240 12/10/2009 7:00 102 13 260 12/28/2009 1 : 00 101 11 260 03/25/2009 14 : 00 100 13 250 05/11/2009 9 : 00 99 5 

### VR 10/04/2009 14:00 98 5 260 10/24/2009 11 : 00 98 14 260 9 280 05/21/2009 13 : 00 97 9 240 11/04/2009 11 : 00 97 10 270 06/19/2009 10 : 00 97 18 250 03/25/2009 10 : 00 97 15 250 16 260 14 260 15 260 02/07/2009 13:00 96 13 250 03/08/2009 15:00 95 29 270 05/23/2009 8:00 95 0 0 06/01/2009 10 : 00 95 9 240 03/25/2009 11:00 94 10 260 12/04/2009 9:00 94 11 260 05/14/2009 10 : 00 94 13 260 12/10/2009 22 : 00 93 10 270 11/25/2009 18 : 00 91 10 260 11 260 04/30/2009 13:00 91 11 270 04/25/2009 14:00 91 6 270 05/14/2009 12 : 00 91 13 260 11/25/2009 13 : 00 90 16 270 06/20/2009 14 : 00 90 9 260 10/23/2009 18 : 00 89 14 260 15 280 12/28/2009 0:00 87 13 260 12/03/2009 17 : 00 85 10 260 07/31/2009 13 : 00 85 7 28012/03/2009 20:00 85 11 260 12/10/2009 13 : 00 84 14 280 07/15/2009 12 : 00 84 11 290 06/09/2009 13 : 00 83 6 280 05/29/2009 12 : 00 83 5 250 10/23/2009 21 : 00 83 14 270 14 260 11 280 06/05/2009 12 : 00 82 8 240 03/25/2009 15:00 80 11 250 11 280 05/21/2009 9 : 00 80 11 260 12/11/2009 0 : 00 80 7 260 10/06/2009 15 : 00 79 16 270 04/01/2009 13 : 00 79 16 270 06/01/2009 19 : 00 79 0 0 11/04/2009 10 : 00 79 10 270 03/25/2009 1 : 00 79 3 210 04/09/2009 10 : 00 78 0 0 11/25/2009 21 : 00 78 15 280 12/26/2009 21 : 00 78 10 260 10 270 05/27/2009 11 : 00 77 11 270 11/03/2009 12:00 76 5 230 07/31/2009 10 : 00 76 10 280 06/05/2009 17 : 00 75 9 240 05/29/2009 9 : 00 75 5 300

### S02 and Wind Data for Tazewell Area 2010 Wind Wind Speed Direction Date Hour S02 (ppb) (mph) (deg) 05/13/2010 15 : 00 331 21 250 06/02/2010 8 : 00 254 10 260 01/25/2010 11 :00 241 16 270 09/07/2010 9 : 00 228 15 260 09/07/2010 11 : 00 224 20 260 10/27/2010 13 : 00 220 22 250 09/07/2010 10 : 00 217 21 260 09/07/2010 14 : 00 210 15 270 09/07/2010 12 : 00 202 24 260 10/20/2010 16:00 198 9 250 10/20/2010 14 :00 196 18 260 09/07/2010 13 : 00 195 20 260 05/13/2010 14 :00 190 14 260 04/07/2010 14 : 00 179 14 260 01/25/2010 12 : 00 178 17 280 17 260 16 270 21 270 22 270 17 280 17 270 17 260 03/18/2010 13 : 00 177 9 240 01/24/2010 12 : 00 174 10 250 11 270 10/20/2010 15 :00 173 13 270 10/30/2010 13 : 00 172 16 260 04/21/2010 20 : 00 170 10 260 11/13/2010 23 : 00 167 15 270 01/24/2010 11 : 00 161 11 270 10/14/2010 12 : 00 160 8 260 11/13/2010 18 : 00 151 17 250 01/25/2010 6 : 00 150 11 260 10 250 11/30/2010 8 : 00 149 13 260 13 260 15 260 14 26010/20/2010 13 : 00 145 17 260 11/13/2010 20:00 144 21 270 11/30/2010 6 : 00 144 13 260 11/26/2010 7 : 00 138 10 260 11/30/2010 12 : 00 137 16 270 11/26/2010 2 : 00 134 6 240 04/15/2010 11 : 00 134 16 250 10/20/2010 17:00 127 7 250 11/30/2010 10 : 00 125 16 270 11/14/2010 3 : 00 122 10 260 11/13/2010 19 : 00 122 20 270 10/14/2010 14 : 00 120 13 260 03/11/2010 20 : 00 117 9 250 11/26/2010 8 : 00 116 13 270 04/15/2010 12 : 00 116 15 230 06/19/2010 13 : 00 115 7 290 11/13/2010 21 : 00 114 13 260 02/19/2010 11 : 00 114 3 190 11/30/2010 5 : 00 114 15 270 11 260 11/30/2010 11 : 00 114 20 270 11/30/2010 2 : 00 113 20 270 14 270 11/26/2010 14 : 00 111 15 260 10/26/2010 15:00 111 17 250 09/12/2010 13 : 00 110 14 250 04/21/2010 15 : 00 109 0 0 03/19/2010 12 : 00 108 14 250 10/14/2010 13:00 108 14 280 03/23/2010 14 : 00 108 15 210 10/27/2010 12 : 00 107 21 250 07/28/2010 13 : 00 107 13 260 05/11/2010 12 : 00 106 15 270 10/20/2010 12 : 00 105 13 270 11/14/2010 13:00 104 13 240 05/09/2010 12 : 00 104 7 

### VR 04/03/2010 11 : 00 102 14 290 09/16/2010 6 : 00 102 13 260 11 260 11 260 13 260 11/13/2010 17 : 00 102 17 250 12/31/2010 23:00 99 20 26010/06/2010 15 : 00 98 13 260 05/09/2010 14 : 00 97 3 

### VR 05/13/2010 16 : 00 97 16 270 10/01/2010 13 : 00 97 6 300 04/15/2010 13 : 00 97 15 230 10/27/2010 16 : 00 96 22 270 11/30/2010 14 : 00 95 21 270 11/30/2010 9 : 00 95 13 250 07/28/2010 12 : 00 94 13 250 09/12/2010 11 : 00 92 9 280 01/25/2010 10 : 00 91 13 260 14 250 13 260 12/31/2010 22 : 00 91 16 260 02/03/2010 12 : 00 89 3 170 01/17/2010 1 : 00 89 3 10 5 40 5 20 3 20 0 0 12/11/2010 20 : 00 88 13 250 06/27/2010 14 : 00 87 13 280 06/27/2010 13 : 00 87 15 260 01/24/2010 13 : 00 86 13 280 05/03/2010 14 : 00 86 13 280 03/11/2010 15 : 00 82 15 240 12/11/2010 19 : 00 81 14 270 03/19/2010 13 : 00 81 13 240 05/03/2010 17 : 00 81 10 280 06/19/2010 14 : 00 80 11 260 10/30/2010 14 : 00 77 11 250 02/19/2010 10 : 00 77 0 0 01/25/2010 5 : 00 77 10 260 11/30/2010 7 : 00 77 14 260 02/23/2010 14 : 00 75 9 270 05/14/2010 10:00 75 10 260 11/30/2010 4 : 00 75 21 270 11/30/2010 3 : 00 75 13 270

Note: 

### 1. Zero for wind speed/direction indicates calm2

. Multiple wind speed/direction readings indicate more than one reading was taken for that hour because of changing conditions. 3

. VR- variable 4

. S0 2 data from US EPA AirData- Tazewell monitor (ID : 17-179-0004) Pekin , IL 5. Wind Speed/Direction data from NOAA- Quality Controlled Local Climatological Data (QCLC) Greater Peoria Regional Airport- Station 10: 14842/PIA

### EXHIBIT 5

MPS GROUP 2012 EMISSION DATA

# ~

# Ameren Michael L

. Menne Vice Pre si dent Environmental Serv i ces Ameren Services

T 314.554.2816 F 314

.554

.4182 mmenne@ameren

. com



### . ················-·-·······················--·-······························································· ······ · ······················· · ··························-

... ·······················"············································
I, ooo OIO 0 0 ••• ot •,,,, o oo o o o•o oo 0 0 0 0 o o oo o, o o• ooo,,, o o o Oo o o o o o •••• o oo o• o o o o ooooo o o o, o • o o o o•l oo o o o o o •• • o • o o o o o ooo • I o o •• o • •• • • • • • •I• • • •'' o' 0' 0 ' ' o ooo' 0 0 0 0 oo 0 'oo 0"' '''" ''' '' •• • 0 '' • 0 ' 0 •••• • • 0 ° 0 '' ' ' ' ' • 0 '' ''' 0 0 ° 00 I 0 0 0 0 ° 0 0'' 0 ' 0•'' 0 •**~** .. ,,' • 'oo'' oo 0 ' oo February 6, 2013 CERTIFIED MAIL 7009 0820 0001 4250 1690 Mr

. Jim Ross, Manager Division of Air Pollution Control Bureau of Air I llinois Environmental Protection Agency 1021 North Grand Avenue East P

. 0

. Box 19726 Springfield, IL 62794-9276 RE : Illinois Multi-Pollutant Standa r d- Annual Emission Rate Report for 2012 Dear Mr

. Ross : In accordance with 35 Illinois Administrative Code Part 225 Subpart B Section 225.233(e)(4), Ameren Energy Resources , as authorized agent for Ameren Energy Generating Company, Ameren Energy Resources Generating Company and Electric Energy Inc

. , submits this Annual Emission Rate Report for 2012

. This report encompasses t he electric generating units that are members of Ameren ' s MultiPollutant Standard (MPS) group as contained in Ameren ' s " Notice of Intent" dated December 27, 2007

. Below is a list of the units contained in Ameren's MPS group : Ameren Energy Generating Company Fac i lity Facility I. D

. Em i ssion Unit Coffeen 135803AAA 01 Coffeen 135803AAA 02 Hutsonv i lle 033801AAA 05 Hutsonville 033801AAA 06 Meredosia 137805AAA 01 Meredosia 137805AAA 02 Meredosia 137805AAA 03 Meredos i a 137805AAA 04 Meredos i a 137805AAA 05

Newton 079808AAA 1 Newton 079808AAA 2 Ameren Energy Resources Generating Company Facility Duc k Creek E

. D. Edwards E

. D. Edwards E. D

. Edwards

0**~-** o 0 04 o o o o 4 •• o o ••, 0

.. I

... 0 o o .. I

.... o 0 Po• o t**~** f**-~ ~**  •• • o '1 roo o o ol 0 0 0 0 "0 I o I 0 10 I I 0. I 0 I 0 I

... 0 4 I 4 I oo ''I o 0 o 0 I • 0 o o 0 0 ° o o o 0 04

... oO o 0 0 o o o 0, o 0. •O •1 0 0**I~** I 0 I 0 0 0 0 I"' o o o o o •• ••• o o o 1 oo o o oo * o o• oo o o 0 0 t 0 0 0**~-I** o o o o 0 I o I 0 o I 0 o I I I 4 I 0 I

.. I •• I 4 0 0 I 0 0 o o 0 0 0

... 0 o 0 0 0 0 I •1 0 I 0 0 0 0 pI o 0 p 0 001 o 0 0 0 0 00 0 oO oo**-~** oOo o o 0 o4 o4 o o o o o o oo 0 o • • •• o• o o I o oo o 0 0 oo 00 o o o 0 o PO 0 ° I P ' PI I 0 0 0 0 0 I 0 0 0 I 

### ................ . . . .................................... ............ . ......................... , ................ .**::::::~::::::::::::::::::::::;::~:~:::::::::::::::::::::::::::::::;:::::::::::::::::::::;:::::~::::::~:::;** Fac ili ty I

. D

. 057801AAA 143805AAG 143805AAG 1 43805AAG

1901 Chouteau Avenue PO Box 66149, MC 60 2 Emission Un i t 1 1 2 3

St. Louis, MO 63166-6149 A m eren
. comElectric Energy, Inc

. Facility Facili_ty I

. D

. Emission Unit Joppa 127855AAC 1 Joppa 127855AAC 2 JQQQ_a 127855AAC 3 Joppa 127855AAC 4 JopQ_a 127855AAC 5 Joppa 127855AAC 6

Section 225

. 233(e)(3)(B)(iii) requires the Ameren MPS Group comply with an overall NOx annual emission rate of no more than 0

. 11 #/mmBtu. Ameren's MPS Group achieved an overall NOx annual emission rate of 0

. 11 #/mmBtu for 2012

. Unit specific emission data is included in Attachment 1

. By order of the Illinois Pollution Control Board (I PCB) on September 20, 2012(PCB-12-126 , Variance-Air) for 2012 the Ameren MPS Group must comply with an overall S02 annual emission rate of no more than 0.38 #/mmBtu

. Ameren's MPS Group achieved an overall S02 annual emission rate of 0

. 36 #/mmBtu for 2012

. Un i t specific emission data is included i n Attachment 2

. Please contact Donald Schuh at (314) 554-2658 if you have any questions concerning this submittal or if addit i onal information is required. I certify underpenalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons directly responsible for gathering the information , the information submitted is , to the best of my knowledge and belief, true, accurate, and complete

. I am aware that there are significant penalties for submitting false information , including the possibility of fine and imprisonment for knowing violations

. Sincerely ,

# ~/~~~ Michael l. Menne Attachmentsbee : M

. L. Menne S

. C. Whitworth M. T

. Curtis K

. J

. Kersting K

. J

. Anderson M

. J

. Hutcheson R. H

. LaPlaca B

. Parker D

. H

. Schuh R. L. Robertson S

. C

. Hughes File : AQ 5

. 6.2Attachment 1


## Multi-Pollutant Standard Demonstration of Compliance 2012 NOx Annual Emission Rates Required by 351AC 225 Subpart 

### 8 Section 225.233(e)(4) 

### Ameren Energy Generating Company Facility Emission Point NOx Heat Input NOx Emission Rate ttonsl tmmBtul t#/mmBtul Coffeen 01 703 19,425 , 264 0

. 072 Coffeen 02 1 , 270 34 , 734,221 0

. 073 Hutsonville 05 0 0 0.000 Hutsonville 06 0 0 0

. 000 Meredosia CS0001 (01, 02 , 03, 04) 0 0 0

. 000 Meredosia 05 0 0 0.000 Newton 1 1,946 35 , 688,036 0.109 Newton 2 1,057 20,336,868 0

. 104



### Ameren Energy Resources Generating Company Facility Emission Point NOx Heat Input NOx Emission Rate (tons) CmmBtu) (#/mmBtu) Duck Creek 1 1,247 25,219 , 961 0

. 099 ED Edwards CS0001 (1, 2) 2 , 698 25,327,583 0

. 213 ED Edwards 3 611 18,872 , 502 0

. 065



### Electric Energy, Inc. Facility Emission Point NOx Heat Input NOx Emission Rate (tons) tmmBtul (#/mmBtul Joppa Steam CS1 (1 , 2) 1,532 25,030 , 782 0.122 Joppa Steam CS2 (3, 4) 1,261 23 , 650,130 0.107 Joppa Steam CS3 (5, 6) 1,272 22 , 902,466 0

. 111

Ameren MPS Weighted Average 

# I 13,5981 251 , 187,813 0

. 108 Ameren MPS Group Mull-Pollutant Standard Per 225.233(e)(3)(B)(iii) 0.114 Note : Emissions data monitored and reported in accordance with 40 CFR Part 75.

February 1 , 2013Attachment 2


## Multi-Pollutant Standard Demonstration of Compliance 2012 S02 Annual Emission Rates Required by 351AC 225 Subpart 

### 8 Section 225.233(e)(4) 

### Ameren Energy Generating Company Facility Emission Point 802 Heat Input 802 Emiss i on Rate (tonsl CmmBtu) (#/mmBtu) Coffeen 01 43 19,425 , 264 0

. 00 Coffeen 02 60 34 , 734 , 221 0.00 Hutsonville 05 0 0 0.00 Hutsonville 06 0 0 0

. 00 Meredosia CS0001 (01 , 0 2, 03 , 04) 0 0 0.00 Meredosia 05 0 0 0.00 Newton 1 10 , 538 35 , 688 , 036 0

. 59 Newton 2 5,982 2 0,336 , 866 0.59



### Ameren Energy Resources Generating Company Facility Emission Point 802 Heat Input 802 Emission Rate ftonsl {mmBtul f#/mmBtul Duck Creek 1 296 25,219,961 0

. 02 ED Edwards CS0001 (1 , 2) 6,845 25 , 327,583 0.54 ED Edwards 3 4,958 18,872,502 0

. 53



### Electric Energy , Inc

. Facility Emission Point S02 Heat Input S02 Emission Rate (tons) CmmBtul C#/mmBtu) Joppa Steam CS1 (1 , 2) 5,924 25 , 030,782 0

. 47 Joppa Steam CS2 (3, 4) 5 , 734 23,650 , 130 0.48 Joppa St eam CS3 (5 , 6) 5,333 22,902 ,466 0.47

Ameren MPS Weighted Average 

# I 45,7121 251,187 , 813 0.36 Ameren MPS Group**Mult~Pollutant** Standard Per September 20, 20121PCB Order 0

. 38 Note : Em i ss i ons data monitored and reported in accordance with 40 CFR Part 75

.

Feb ru a ry 1 , 2 013Michaell. Menne Vice President Environmental Services Ameren Servi c es

T 314

. 554

. 2816 F 314

. 554.4182 mlmenne @ am e ren.com

'o o t o H, o 1 1 0 o •• o , 0 0 •o o o o, 0 o ••••• , , , "eo 4 10 I o o o o I o " " o o o o o ot o •• o o o o o**~** o o o o o o o •• t**~** o o 0 o o**~** o o o o t •• o o o 0 • o oo o too • ••••• • • •• o • too o o o • 0 o o o o •• • o o o o o., o o o oo o o o o o o o o o •0 oo o o o o I •• 0 • • 0 t • •**•~** 0 • •• • • o • oo •• •• •• o• • • oo • • o • • o o o " • o t o o • o 0 too o o o "" Oo o o 0 0 

### ....................................................................... ' 

### .................................. . .............. . ................................................... . .... . .................... . ... . .. . .................... . October 29 , 2012

CERTIFIED MAIL 7004 2890 0003 6374 3693

Mr. Jim Ross, Manager Division of Air Pollution Control Bureau of Air Illinois Environmental Protection Agency 1021 North Grand Avenue East P

. 0. Box 19726 Springfield, IL 62794-9276 RE: Illinois Mercury Rule Multi-Pollutant Standard- Seasonal Report for 2012 Dear Mr

. Ross : In accordance with 35 Illinois Administrative Code Part 225 Subpart B Section 225

. 233(e)(4), Ameren Energy Resources, as authorized agent for Ameren Energy Generating Company, Ameren Energy Resources Generating Company and Electric Energy Inc ., submits this seasonal 2012 compliance report. This report encompasses the electric generating units that are members of Ameren's Multi-Pollutant Standard (MPS) group as contained in Ameren's "Notice of Intent" dated December 27, 2007

. Below is a list of the units contained in Ameren's MPS group: Ameren Energy Generating Company Facility Facility_ I. D. Emission Unit Coffeen 135803AAA 01 Coffeen 135803AAA 02 Hutsonv ill e 033801AAA 05 Hutsonville 033801AAA 06 Meredos i a 137805AAA 01 Meredosia 137805AAA 02 Meredosia 137805AAA 03 Meredos i a 137805AAA 04 Meredos i a 137805AAA 05

Newton 079808AAA 1 Newton 079808AAA 2 Ameren Energy Resources Generating Company Facility Duck Creek E. D. Edwards E. D. Edwards E

. D

. Edwards

1• , ., ••, 1**~~ •**  o •••• o o oooo**~** o•o• ro**r~** o**••~•** o o o ••• o o• o o •• o o oot' lo**~** • ••• ••;**•~ ~-** •• • • o ,, oo o o o o oo o o o o o o oo •• o o • o • r• oo • ; :::::: :::::: :::::**~:.:** : ; : :::::: :::::**=~:: ~:::**  ::::;::::::**~:::: ~:::::::::**  :::::::::::**~:** :: :::::: :: ::: : ::: :: ::**~** ··· · · · ··· · · · ········ · · · ·- · ·· - ·-
... 

### ·· - ·-· - -································ ························ · · · ··· ··· o o 0 01 0**~-** o 0 0 0 ooo o o o o fO oO 0 0 0 0 o 0 0 0 o, o 0 o• o 0 o 0 0 0 0 o 0 oo o 0 o 01 o o o I o o o; o 0 • o o o oo oo o • o o o o I 0 o o 0 I 0 00 0 0 o 0 I 0 I 0 I 0 0 o 0 0 .0 00 I I 00 0 o 0 0 0 o 0 I 0 0 0 o o 0 I 0 0 I I 0 0 0 I 0 I 0 I 0 o 0 I • o .. , 0 0 0

.. 0 0 I • I • I • • o 0 • •• • • • • •**•~** • • •• • • • • • • • •• • •**~** • • • 0 • • o. •• ••. I o 0. 0**~** • •**~** ' Facility I

. D. 057801AAA 143805AAG 143805AAG 143805AAG

1901 Chouteau Avenue PO Bo x 66149 , MC 602 Emission Unit 1 1 2 3

St. louis, MO 63166-6149 Ameren.comElectric Energy, Inc

. Facility Facility I. D. Emission Unit Joppa 127855AAC 1 Joppa 127855AAC 2 Joppa 127855AAC 3 Joppa 127855AAC 4 Joppa 127855AAC 5 Joppa 127855AAC 6 Section 225

. 233(e)(3)(B)(i) requires the Ameren MPS Group comply with an overall NOx seasonal emission rate of no more than 0

. 11 #/mmBtu

. Ameren ' s MPS Group achieved an overall NOx seasonal em i ssion rate of 0

. 109 #/mmBtu for the 2012 ozone season
. Unit specif i c emission data is included in Attachment 1. I am authorized to make this submission on beha l f of the owners and operators of the affected units for which this submission is made

. Please contact Donald Schuh at (314) 554-2658 if you have any questions concerning this submittal or if additional information is required

. Sincerely,

# ~JJ£9y~ Michael L. Menne AttachmentAttachment 1


## Multi-Pollutant Standard Demonstration of Compliance 2012 NOx Ozone Season Emission Rates Required by 35 lAC 225 Subpart B Section 225.233(e)(4) 

### Ameren Energy Generating Company Facility Emission Point NOx Heat Input NOx Emission Rate (tons\ CmmBtul {#/mmBtul Coffeen 01 290 8,589,844 0

. 068 Coffeen 02 547 14,158,471 0

. 077 Hutsonville 05 0 0 0.000 Hutsonville 06 0 0 0

. 000 Meredosia CS0001 {01, 02, 03, 04) 0 0 0

. 000 Meredosia 05 0 0 0.000 Newton 1 886 16 , 004,071 0

. 111 Newton 2 481 9,035,849 0

. 106



### Ameren Energy Resources Generating Company Facility Emission Point NOx Heat Input NOx Emission Rate (tons) (mmBtu) (#/mmBtu) Duck Creek 1 531 10,020,339 0

. 106 ED Edwards CS0001 {1 , 2) 1131 10,913,845 0

. 207 ED Edwards 3 240 7,875,766 0

. 061



### Electric Energy, Inc. Facility Emission Point NOx Heat Input NOx Emission Rate Ctonsl CmmBtul f#lmmBtul Joppa Steam CS1 (1, 2) 618 10 , 102,220 0

. 122 Joppa Steam CS2 {3, 4) 474 9,057,909 0

. 105 Joppa Steam CS3 (5 , 6) 516 9,043,370 0

. 114

Ameren MPS Weighted Average 

# I 57141 104 , 801 ,684 0.109 Ameren MPS Group Mult-Pollutant Standard Per 225.233(e)(3)(B)(i) 0.114 Note : Emissions data monitored and reported in accordance with 40 CFR Part 75

.

October 25 , 2011bee : M

. Curtis S

. C

. Whitworth K. J

. Anderson B

. Parker S

. C

. Hughes File : AQ 5

. 6

. 1

### EXHIBIT 6

MPS GROUP INFORMATION (§104.204(b))

General Information Responsive to 35 Ill. Adm. Code 104.204(b): Addresses; Boiler and Sizes; Pollution Control Equipment; SO 2

### Emissions; Permits.Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilersandSizesPollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Coffeen Energy Center (I.D. No. 135803AAA)134 CIPS LaneCoffeen, IllinoisMontgomeryCountyUnit 1Nominal 3,282mmBtu/hr(1965)Unit 2nominal 5,544mmBtu/hr(1972)OFA3SCR4ESP5withFGC6FGD7MercuryControls2012 SO2emission rate =0.004 lb/MMBtu2012 SO2massemissions = 103tonsState Operating Permits:February 13, 2004App. No. 73020002Unit 1February 13, 2004App. No. 73020001Unit 21All units unless otherwise indicated.2Note that listed here are construction permit issued in or after 2005 through the present and that during this period, Amerenhas been issued otherconstruction permits for projects not pertinent to this request for variance.3Overfire Air4Selective Catalytic Reduction5Electrostatic Precipitator6Flue Gas Conditioning7Flue Gas Desulfurization (scrubber)Exhibit 6 - 1Exhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Coffeen Energy Center (I.D. No. 135803AAA)Exhibit 6 - 2Construction Permits:December 21, 2007App. No. 07090069New ESP for Unit 2December 15, 2006; revised October23, 2007App. No. 06090019New FGD for Unit 1 and Unit 2June 22, 2009App. No. 06090019Revised WFGD System – LimestoneHandlingJune 22, 2011App. No. 11060016Fuel Additives System for Unit 1 andUnit 2March 2, 2012; revised March 21, 2013App. No. 12020019Temporary Mercury Re-EmissionReduction SystemExhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Coffeen Energy Center (I.D. No. 135803AAA)October 30, 2012App No 12070042Permanent Steag Mercury ControlSystemCAAPP Permit:September 29, 2005App. No. 95090009Appealed November 3, 2005(PCB 06-064)Stayed February 16, 2006Partial Stay September 20, 2012Reissued permit with partial staySeptember 20, 2012; expirationSeptember 20, 2017Exhibit 6 - 3Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilersandSizesPollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Duck Creek Energy Center (I.D. No. 057801AAA)17751 NorthCILCO RoadCanton, IllinoisFulton CountyUnit 1Nominal 3,713 mmBtu/hr(1976)LNB8SCRESPFGDMercuryControls2012 SO2emission rate =0.02 lb/MMBtu2012 SO2massemissions = 296tonsState Operating Permit:November 13, 1995App. No. 78020006Construction Permits:November 22, 2006; revised May 23,2008App. No. 06070049New WFGD9systemFebruary 16, 2007App. No. 06070048Boiler project; New ESPMay 7, 2007; revised January 31, 2008App. No. 07030025Pilot Air Quality Control System8Low NOx Burner9Wet FGDExhibit 6 - 4Exhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Duck Creek Energy Center (I.D. No. 057801AAA)August 15, 2011App. No. 11080047Canton Fuels Company ReducedEmission Fuel (REF) ProductionFacilityMay 8, 2013App. No. 13040048Pilot Testing of Fuel AdditivesCAAPP Permit:September 29, 2005App. No. 95070025Appealed November 3, 2005(PCB 06-066)Stayed February 16, 2006Exhibit 6 - 5Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilersandSizesPollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2E.D. Edwards Energy Center (I.D. No. 143805AAG)7800 SouthCILCO LaneBartonville,IllinoisPeoria CountyUnit 1Nominal1,523mmBtu/hr(1960)Unit 2Nominal3,321mmBtu/hr(1968Unit 3Nominal4,594mmBtu/hr(1972)LNBESP withFGCOFA on Unit2New LNBand OFA +SCR on Unit3SorbentInjection2012 SO2emission rate =0.53 lb/MMBtu2012 SO2massemissions =11,803 tonsState Operating Permit:July 1, 2004App. No. 73010724Construction Permits:March 9, 2007App. No. 07030026LNB and OFA for Unit 3August 24, 2008App. No. 08080029LNB and OFA for Unit 2September 9, 2009App. No. 08100002Sorbent Injection System for Units 1,2, 3March 30, 2011App. No. 11030003Pilot System for HBr injection(Mercury Control) for Unit 3Exhibit 6 - 6Exhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2E.D. Edwards Energy Center (I.D. No. 143805AAG)CAAPP Permit:September 29, 2005App. No. 95070026Appealed November 3, 2005(PCB 06-067)Stayed February 16, 2006Exhibit 6 - 7Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilersandSizesPollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Hutsonville Energy Center (I.D. No. 033801AAA)15142 East 1900thAve.Hutsonville,IllinoisCrawford CountyUnit 5Nominal 695mmBtu/hr(1952)Unit 6Nominal 695mmBtu/hr(1953)ESP2012 SO2emission rate =0.00 lb/MMBtu2012 SO2massemissions = 0 tonsState Operating Permit:February 17, 2005App. No. 73020017Unit 5February 17, 2005App. No. 73020018Unit 6Construction Permits:May 14, 2006App. No. 06040014Pilot Evaluation of Fuel Additives forSO2and mercury controlApril 3, 2008App. No. 08030017Pilot Evaluation of Water Injection forPM Control on Unit 5Exhibit 6 - 8Exhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Hutsonville Energy Center (I.D. No. 033801AAA)August 18, 2008App. No. 08080015Pilot OFA Evaluation for Units 5 and 6CAAPP Permit:September 29, 2005App. No. 95080105Appealed November 3, 2005(PCB 06-070)Stayed February 16, 2006Exhibit 6 - 9Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilersandSizesPollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Joppa Energy Center(I.D. No. 127855AAC)2100 PortlandRoadJoppa, IllinoisMassac CountyUnits 1-6Nominal 1,800 mmBtu/hr each(Units 1 and 2 1953)(Units 3 and 4 1954)(Units 5 and 6 1955)ESPOFA onUnits 1, 3,4, 5 and 6SorbentInjection2012 SO2emission rate =0.48 lb/MMBtu2012 SO2massemissions =16,991 tonsState Operating Permit:June 7, 2005App. No. 73010757Construction Permits:March 3, 2005App. No. 05020008OFA system for Unit 6December 5, 2005App. No. 05020011OFA system for Unit 5November 30, 2006App. No. 0600057OFA system for Unit 3October 24, 2007App. No. 07090035OFA system for Unit 1Exhibit 6 - 10Exhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Joppa Energy Center(I.D. No. 127855AAC)October 31, 2008App. No. 08100052OFA system for Unit 4March 31, 2006App. No. 06020085Pilot for Mercury ControlDecember 5, 2006; revised October 30,2007 and August 27, 2008App. No. 06110002Pilot for Mercury ControlJuly 18, 2008; revised December 1,2009App. No. 08020070Sorbent Injection SystemOctober 20, 2008; revised April 21,2009App. No. 08090057Pilot for SNCR for NOx Control forUnit 3Exhibit 6 - 11Exhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Joppa Energy Center(I.D. No. 127855AAC)April 28, 2010App. No. 11060053Pilot for Injection System for SO2ControlJune 30, 2011; revised February 24,2012App. No. 11060053Additives Injection SystemCAAPP Permit:September 29, 2005App. No. 95090120Appealed November 3, 2005(PCB 06-065)Stayed February 16, 2006Exhibit 6 - 12Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilers and SizesPollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Meredosia Energy Center (I.D. No. 137805AAA)800 SouthWashington StreetMeredosia, IllinoisMorgan CountyUnits 1and 2Nominal505mmBtu/hreach(1945)Units 3and 4Nominal505mmBtu/hreach(1946)Unit 5Nominal2,784mmBtu/hr(1957)ESPFGC onUnits 1-4LNB, FGCand SorbentInjection onUnit 52012 SO2emission rate =0.0 lb/MMBtu2012 SO2massemissions = 0 tonsState Operating Permits:May 22, 1996App. No. 73020005Unit 1May 22, 1996App. No. 73020009Unit 2May 22, 1996App. No. 73020008Unit 3May 22, 1996App. No. 73020006Unit 4July 23, 2003App. No. 73020007Unit 5Exhibit 6 - 13Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilers and Sizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Meredosia Energy Center (I.D. No. 137805AAA)Construction Permits:July 17, 2008App. No. 08050025Sorbent Activation ProcessDemonstration ProjectFebruary 15, 2007App. No. 06120072FGC System for Boilers 1, 2, 3 and 4December 1, 2009App. No. 08070022Sorbent Injection System for Unit3/Boiler 5August 24, 2009App. No. 09080018Low NOx Burners and OFA Systemfor Boiler 5Exhibit 6 - 14Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilers and Sizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Meredosia Energy Center (I.D. No. 137805AAA)CAAPP Permit:September 29, 2005App. No. 95090010Appealed November 3, 2005(PCB 06-069)Stayed February 16, 2006Exhibit 6 - 15Exhibit 6Ameren MPS Group Information(§ 104.204(b))AddressBoilersandSizesPollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Newton Energy Center (I.D. No. 079808AAA)6725 North 500thStreetNewton, IllinoisUnit 1Nominal 5,500mmBtu/hr(1972)Unit 2Nominal 5,500mmBtu/hr(1975)LNBOFAESP withFGCSorbentInjection2012 SO2emission rate =0.59 lb/MMBtu2012 SO2massemissions =16,520 tonsState Operating Permits:July 30, 1998App. No. 78080036Unit 1June 29, 2001App. No. 83020010Unit 2Construction Permits:June 8, 2009App. No. 09050032Pilot Evaluation of Fuel Additives forMercury ControlDecember 1, 2009App. No. 08010049Sorbent Injection Systems for Units 1and 2Exhibit 6 - 16Exhibit 6Ameren MPS Group Information(§ 104.204(b))Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Newton Energy Center (I.D. No. 079808AAA)December 20, 2010App. No. 10070051Flue Gas Desulfurization (FGD)Systems for Unit 1 and Unit 2February 25, 2011App. No. 08010049Revised Sorbent Injection System andAlternative Control Technology for HgControl for Unit 1June 30, 2011App. No. 11060023Additive Injection System for MercuryControl on Unit 2July 28, 2011App. No. 11070007Fuel Additives System for Unit 1November 28, 2011App. No. 11070007Fuel Additives for Unit 1 and Unit 2Exhibit 6 - 17Exhibit 6Ameren MPS Group Information(§ 104.204(b))Exhibit 6 - 18Address BoilersandSizes PollutionControlEquipment1SO2Emissions inRate and TPYPermits issued, issuance dates,application numbers, and any otherrelevant information2Newton Energy Center (I.D. No. 079808AAA)CAAPP Permit:September 29, 2005App. No. 95090066Appealed November 3, 2005(PCB 06-068)Stayed February 16, 2006

### EXHIBIT 7

ECONOMIC IMPACT: DEVELOPMENT STRATEGIES MEMORANDA

Five Memoranda Providing Economic Data and Anal ysis Specific to the five operating Energy Centers in the Ameren MPS Group.

## DEVELOPMENT STRATEGIES ®

guiding effective decisions in real estate, community, and economic development

10 South Broadway, Suite 1500  St. Louis, Missouri 63102  p314.421.2800 WWW.DEVELOPMENT-STRATEGIES.COM 

# Memorandum To: Daniel P. Thompson, Vice President, Illinois Power Holdings, LLC From: Robert Lewis , Brian Licari, and Yash Yedavalli Date: July 12, 2013 Re: Economic Impacts of Coffeen Energy Center of Illinois and Surrounding Labor Market Area In April, 2012, Development Strategies (DS) was commissioned by Ameren Energy Resources Corporation (AER) to conduct an independent analysis of the economic impact that the operations of AER’s Coffeen Energy Center (Montgomery County) ha

ve on the Illinois economy and on its respective multi-county economic region. Development Strategies has since been commissioned by Illinois Power Holdings to update this analysis with the latest available data as of July, 2013, from both AER/Ameren Services and appropriate state and federal economic data sources. Development Strategies is pleased to submit this analysis of the direct and indirect economic impacts for this facility. Direct economic impactsare the estimated dollars spent by AER at and in operational support of the energy center facility. For the purpose of this analysis, spending includes capital expenditures, non-payroll operations expenditures, and salaries paid to employees. There are 1 62total jobs at the Coffeen Energy Center, 1 61 of whom live in Illinois. We determined which counties in the “region” of the

energy center are home to a large majority of those employees and this determined the facility’s primary economic impact region for our impact analysis. We then calculated economic impacts within that impact region. Four Illinois counties make up the primary economic impact region in the case of Coffeen, which is home to 113of its 162employees. See accompanying m ap “AER: Coffeen Energy Center Labor Market Area” for the local labor market area boundaries. Indirect economic impacts measure the “ripple effect” of wages and expenditures associated with AER’s direct spending. For instance, Coffeen employees who live in Illinois will spend a large proportion of their earnings within the state of Illinois for housing and at local businesses such as retail stores, restaurants, mechanics, and others. Thus, each job at Coffeen will contribute to additional job support across many sectors in the community and, cons equently, the state of Illinois. Likewise, much of the non-labor operational spending by the energy center is initially spent within the state, thus supporting additional income and jobs in the immediately surrounding counties and throughout the state. To calculate th ese indirect impacts, multiplier coefficients are applied to the direct impact dollars; these multipliers also automatically take into account the amount of “leakage” from the local and state economies because some wages and expenditures will be spent outside of the regions in which they are initiated. For this reason, multiplier coefficients are finite and, therefore, measureable.
METHODOLOGY The analysis of the direct and indirect economic impacts of the Coffeen Energy Center relied on spending and workforce information provided by AER, and on the U.S. Department of Commerce’s Regional Input-Output Multiplier System (RIMS-II). RIMS-II provides multiplier coefficients for every county in the United States. These multipliers can also be aggregated for larger regions composed of counties, such as states and, in this case, the primary economic impact region around the energy center. Multiplier coefficients for sub-county geographies are not available. The multipliers are determined separately for, and are unique to, each county and region for key economic se ctors. The RIMS-II multipliers are updated annually by the Bureau of Economic Analysis (BEA).Memorandum on Economic Impacts of Coffeen Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 2 The economic impact analysis focuses on the multi-county region noted above and on the state as a whole. That is, the Coffeen Energy Center has two economic impact tables associated with it: the state and its own primary ec onomic impact region. There are three principal multipliers for each sector:

 Economic Output: This is defined as the total dollar change in the regional or state economy due to direct expenditures by AER at the energy center

. Economic output is a similar measure as the nation’s gross domestic product but, unlike the GDP, it also includes all the intermediate values added during the production process.

 Earnings: The earnings multiplier measures the added household earnings for the regional and state labor force triggered by AER’s direct spending at the energy center.

 Employment: This is defined as the added jobs in the county per $1,000,000 of direct spending by AER in addition to the jobs at the energy center. 1 Multipliers are provided for various economic sectors. The direct, non-labor, operational spending by AER at the energy center falls within the Utilities sector ; the employee earnings paid by AER fall within the Households sector; and capital expenditures fall within the Construction sector. The RIMS-II multipliers for the selected regions are summarized below. To calculate the indirect economic impacts:

 The construction

multiplier coefficients for the state and region are applied to the capital expenditure figures of the energy center,

 The utilities

multiplier coefficients for the state and region are applied to the operational expenditures of the energy center, and

 The households

multiplier coefficients for the state and region are applied to the employee compensation figures of the energy center. Employee compensation is calculated by applying the average labor expenditure to the number of workers who reside in the state and region. For the purposes of this analysis, employee compensation includes salary, benefits, and any other labor related costs; therefore, the average labor expenditure per employee does not necessarily reflect the average wage.

 DS estimated a weighted fuel multiplier based on the mining (except oil and gas) , truck transportation, and rail transportation multipliers. Approximately 20 percent of the fuel cost was for transportation; therefore, the fuel multiplier was weighted accordingly. 2 The respective direct and indirect impacts are then summed to calculate the total indirect impacts. CONCLUSIONS DS estimates that the Coffeen Energy Center has an economic impact on the Illinois economy and its primary ec onomic impact region as shown on the following tables. Each table summarizes AER’ s direct spending at the Co ffeen Energy Center (top line in the table), the multipliers for Illinois or the market area, the multiplier effects resulting from AER’s operational spending, and the total direct and indirect economic impacts generated.

1 The multipliers derived from U.S. Department of Labor data, however, are based on 2008 economic activity and data. So the model used in this report inflates the million dollars from 2008, or jobs per $1,081,940 in 2013 dollars, using the Consumer Price Index (CPI). 2 A portion of AER’s coal comes from out

- of -state sources, but since this study focuses on the impacts within the state of Illinois, only the expenditures for Illinois-sourced coal were considered. The Coffeen Energy Center uses Illinois-sourced coal; therefore, the impacts of these fuel expenditures were included in the state- wide analysis. A small portion of Coffeen’s Illinois -sourced coal comes from within its impact region; therefore, the fuel expenditures from Crown Mine in Macoupin County were considered for the economic impact region analysis.Memorandum on Economic Impacts of Coffeen Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 3 I MPACTS ON THE STATE OF I LLINOIS

The top of the table shows the direct expenditures by AER at the Coffeen Energy Center averaging approximately $1 70.1 million per year from 2008 to 2012 in 2013 dollars. Employee compensation is an estimate based on the number of Coffeen employees that live in Illinois (161 of 162). Additional results are discussed below:

 The $170.1 million spent by AER at Coffeen Energy Center triggered an additional $3 64.8million in value added activity in Illinois, of which $1 06.9million was household earnings that another supported 2 ,320jobs.

 The estimated total output (economic activity) triggered by Coffeen Energy Center’s direct operations ($ 1 70.1 mi llion) and the added multiplier effects ($3 64.8million) were $5 34.9million for the Illinois economy.
 Of that amount, Coffeen Energy Center’s operations triggered nearly $ 123.2 million in household earnings for workers in Illinois, including $1 6.3million in direct compensation for employees and $106.9 million in added earnings from the multiplier effects.

 In total, Coffeen Energy Center’s operations supported and annual average of 2, 481 jobs for Illinois residents , including 161 direct jobs and approximately 2,320 jobs added through the multiplier effects.Memorandum on Economic Impacts of Coffeen Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 4 I MPACTS ON THE MULTI -C OUNTY R EGION

The top of the table shows that the direct expenditures by AER at the Coffeen Energy Center in the market area averaged approximately $160.5 million per year from 2008 to 2012 in 2013 dollars. This is less than for the state as a whole because employees outside of the market area are excluded. Employee compensation is an estimate based on the number of Coffeen employees that live in the labor market area (1 13of 1 62 ). Additional results are discussed below:

 The $160.5 million spent by AER at Coffeen Energy Center triggered an additional $2 28.0million in value added activity in the market area, of which $6 7.6million was household earnings that supported 1 ,40 0 jobs. The mu ltipliers vary for different types of major expenditures shown at the top of the table.

 The estimated total output (economic activity) triggered by Coffeen Energy Center’s direct operations ($ 1 60.5 mi llion) and the added multiplier effects ($2 28.0 million) were $3 88.5 million for the market area.

 Of that amount, Coffeen Energy Center’s operations triggered nearly $ 7 9.1 million in household earnings for other workers in the market area, including $1 1.5 million in direct compensation for employees and $7 9.1 million in added earnings from the multiplier effects.

 In total, Coffeen Energy Center’s operations supported an annual average of1 ,513jobs for residents of the ma rket area, including 1 13direct jobs and approximately 1,400 jobs added through the multiplier effects.AER Headquarters Duck Creek Energy Center

45% 6%
Newton Energy Center 12% 6% 6%

Missouri Iowa

Indiana

Kentucky Wisconsin

Michigan Elgin Energy Center

Gibson City Energy Center

Joppa Energy Center Grand Tower Energy Center E.D. Edwards Energy Center Will

Pike Lee Cook Ogle

McLean La Salle

Iroquois

Fulton

Knox

Henry

Adams Bureau

Shelby Livingston

Wayne Edgar Ford

Vermilion

Clay Logan Kane

Fayette Peoria

Hancock

Piatt

Macoupin Clark Lake

Champaign

Macon

Madison Coles DeKalb

Marion Mason

St. Clair

White Sangamon Mercer

Christian

Perry Tazewell

Morgan Warren

Jackson Greene

Clinton Whiteside

Jasper Cass

Union Pope Bond Kankakee Carroll McHenry

Jefferson

Randolph

Saline Montgomery Grundy Jo Daviess

Woodford

Jersey De Witt

Franklin Monroe Stark

Douglas Schuyler McDonough

Washington

Hamilton Crawford Effingham Stephenson

Brown

Scott Marshall Winnebago

Kendall

Moultrie

Gallatin Boone

Johnson Williamson DuPage

Richland Menard

Lawrence Rock Island

Cumberland

Hardin Wabash Henderson

Calhoun

Massac Pulaski Edwards

Alexander

Putnam



## AER: Coffeen Labor Market Areas 

# F

0 50 25 Miles

July 2013 ! AER Energy Centers Cofeen Market Area Coffeen Employees by County 1 - 3 4 - 7 8 - 72

Source: Ameren provided employment counts by work location and county of residence, as of June 26, 2013 Coffeen Energy Center

## DEVELOPMENT STRATEGIES ®

guiding effective decisions in real estate, community, and economic development

10 South Broadway, Suite 1500  St. Louis, Missouri 63102  p314.421.2800 WWW.DEVELOPMENT-STRATEGIES.COM 

# Memorandum To: Daniel P. Thompson, Vice President, Illinois Power Holdings, LLC From: Robert Lewis , Brian Licari, and Yash Yedavalli Date: July 12, 2013 Re: Economic Impacts of Duck Creek Energy Center of Illinois and Surrounding Labor Market Area In April, 2012, Development Strategies (DS) was commissioned by Ameren Energy Resources Corporation (AER) to conduct an independent analysis of the economic impact that the operations of AER’s Duck Creek Energy Center (Jasper County) ha

ve on the Illinois economy and on its respective multi-county economic region. Development Strategies has since been commissioned by Illinois Power Holdings to update this analysis with the latest available data as of July, 2013, from both AER/Ameren Services and appropriate state and federal economic data sources. Development Strategies is pleased to submit this analysis of the direct and indirect economic impacts for this facility. Direct economic impactsare the estimated dollars spent by AER at and in operational support of the energy center facility. For the purpose of this analysis, spending includes capital expenditures, non-payroll operations expenditures, and salaries paid to employees. There are 66total jobs at the Duck Creek Energy Center , 65 of whom live in Illinois. We determined which counties in the “region” of the

energy center are home to a large majority of those employees and this determined the facility’s primary economic impact region for our impact analysis. We then calculated economic impacts within that impact region. Three Illinois counties make up the primary economic impact region in the case of Duck Creek, which ishome to 52of its 66employees. See accompanying map “AER: Duck Creek Energy Center Labor Market Area” for the local labor market area boundaries. Indirect economic impacts measure the “ripple effect” of wages and expenditures associated with AER’s direct spending. For instance, Duck Creek employees who live in Illinois will spend a large proportion of their earnings within the state of Illinois for housing and at local businesses such as retail stores, restaurants, mechanics, and others. Thus, each job at Duck Creek will contribute to additional job support across many sectors in the community and, consequently, the state of Illinois. Likewise, much of the non-labor operational spending by the energy center is initially spent within the state, thus supporting additional income and jobs in the immediately surrounding counties and throughout the state. To calculate th ese indirect impacts, multiplier coefficients are applied to the direct impact dollars; these multipliers also automatically take into account the amount of “leakage” from the local and state economies because some wages and expenditures will be spent outside of the regions in which they are initiated. For this reason, multiplier coefficients are finite and, therefore, measureable.
METHODOLOGY The analysis of the direct and indirect economic impacts of the Duck Creek Energy Center relied on spending and workforce information provided by AER, and on the U.S. Department of Commerce’s Regional Input-Output Multiplier System (RIMS-II). RIMS-II provides multiplier coefficients for every county in the United States. These multipliers can also be aggregated for larger regions composed of counties, such as states and, in this case, the primary economic impact region around the energy center. Multiplier coefficients for sub-county geographies are not available. The multipliers are determined separately for, and are unique to, each county and region for key economic se ctors. The RIMS-II multipliers are updated annually by the Bureau of Economic Analysis (BEA).Memorandum on Economic Impacts of Duck Creek Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 2 The economic impact analysis focuses on the multi-county region noted above and on the state as a whole. That is, the Duck Creek Energy Center has two economic impact tables associated with it: the state and its own primary economic impact region. There are three principal multipliers for each sector:

 Economic Output: This is defined as the total dollar change in the regional or state economy due to direct expenditures by AER at the energy center

. Economic output is a similar measure as the nation’s gross domestic product but, unlike the GDP, it also includes all the intermediate values added during the production process.

 Earnings: The earnings multiplier measures the added household earnings for the regional and state labor force triggered by AER’s direct spending at the energy center.

 Employment: This is defined as the added jobs in the county per $1,000,000 of direct spending by AER in addition to the jobs at the energy center. 1 Multipliers are provided for various economic sectors. The direct, non-labor, operational spending by AER at the energy center falls within the Utilities sector ; the employee earnings paid by AER fall within the Households sector; and capital expenditures fall within the Construction sector. The RIMS-II multipliers for the selected regions are summarized below. To calculate the indirect economic impacts:

 The construction

multiplier coefficients for the state and region are applied to the capital expenditure figures of the energy center,

 The utilities

multiplier coefficients for the state and region are applied to the operational expenditures of the energy center, and

 The households

multiplier coefficients for the state and region are applied to the employee compensation figures of the energy center. Employee compensation is calculated by applying the average labor expenditure to the number of workers who reside in the state and region. For the purposes of this analysis, employee compensation includes salary, benefits, and any other labor related costs; therefore, the average labor expenditure per employee does not necessarily reflect the average wage.

 DS estimated a weighted fuel multiplier based on the mining (except oil and gas) , truck transportation, and rail transportation multipliers. Approximately 20 percent of the fuel cost was for transportation; therefore, the fuel multiplier was weighted accordingly. 2 The respective direct and indirect impacts are then summed to calculate the total indirect impacts. CONCLUSIONS DS estimates that the Duck Creek Energy Center has an economic impact on the Illinois economy and its primary economic impact region as shown on the following tables. Each table summarizes AER’ s direct spending at the Duck Creek Energy Center (top line in the table), the multipliers for Illinois or the market area, the multiplier effects resulting from AER’s operational spending, and the total direct and indirect economic impacts generated.

1 The multipliers derived from U.S. Department of Labor data, however, are based on 2008 economic activity and data. So the model used in this report inflates the million dollars from 2008, or jobs per $1,081,940 in 2013 dollars, using the Consumer Price Index (CPI). 2 A portion of AER’s coal comes from out

- of -state sources, but since this study focuses on the impacts within the state of Illinois, only the expenditures for Illinois-sourced coal were considered. The Duck Creek Energy Center uses Illinois-sourced coal; therefore, the impacts of these fuel expenditures were included in the state- wide analysis. Duck Creek’s Illinois -sourced coal does not come from within its impact region; therefore, the fuel expenditures are not considered for the regional analysis.Memorandum on Economic Impacts of Duck Creek Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 3 I MPACTS ON THE STATE OF I LLINOIS

The top of the table shows the direct expenditures by AER at the Duck Creek Energy Center averaging approximately $9 7.8 million per year from 2008 to 2012 in 2013 dollars. Employee compensation is an estimate based on the number of Duck Creek employees that live in Illinois (65 of 66 ). Additional results are discussed below:

 The $97.8 million spent by AER at Duck Creek Energy Center triggered an additional $209.7 million in value added activity in Illinois, of which $ 58.9million was household earnings that supported another 1,26 0 jobs.

 The estimated total output (economic activity) triggered by Duck Creek Energy Center’s direct operations ($ 97.8 million) and the added multiplier effects ($ 209 .7 million) were $ 307 .4 million for the Illinois economy.

 Of that amount, Duck Creek Energy Center’s operations triggered nearly $ 66.6million in household earnings for workers in Illinois, including $ 7.7million in direct compensation for employees and $58.9 million in added earnings from the multiplier effects.

 In total, Duck Creek Energy Center’s operations supported 1,325 jobs for Illinois residents, including 65direct jobs and approximately 1, 26 0 jobs added through the multiplier effects.Memorandum on Economic Impacts of Duck Creek Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 4 I MPACTS ON THE MULTI -C OUNTY R EGION

The top of the table shows that the direct expenditures by AER at the Duck Creek Energy Center in the market area averaged approximately $ 76.3million per year from 2008 to 2012 in 2013 dollars. This is less than for the state as a whole because employees outside of the market area are excluded. Employee compensation is an estimate based on the number of Duck Creek employees that live in the labor market area (52of 66 ). Additional results are discussed below:

 The $76.3 million spent by AER at Duck Creek Energy Center triggered an additional $113.9 million in value added activity in the market area, of which $ 32.7million was household earnings that supported 710jobs. The multipliers vary for different types of major expenditures shown at the top of the table.

 The estimated total output (economic activity) triggered by Duck Creek Energy Center’s direct operations ($ 76.3million) and the added multiplier effects ($ 113.9million) were $ 190.2million for the market area.

 Of that amount, Duck Creek Energy Center’s operations triggered nearly $ 38.8million in household earnings for other workers in the market area, including $ 6.1 million in direct compensation for employees and $ 32.7 mi llion in added earnings from the multiplier effects.

 In total, Duck Creek Energy Center’s operations supported an annual average of 762jobs for residents of the ma rket area, including 52direct jobs and approximately 7 10jobs added through the multiplier effects.AER Headquarters Coffeen Energy Center 20%

43% 17%

Newton Energy Center
Missouri Iowa

Indiana

Kentucky Wisconsin

Michigan Elgin Energy Center

Gibson City Energy Center

Joppa Energy Center Grand Tower Energy Center E.D. Edwards Energy Center Will

Pike Lee Cook Ogle

McLean La Salle

Iroquois

Fulton

Knox

Henry

Adams Bureau

Shelby Livingston

Wayne Edgar Ford

Vermilion

Clay Logan Kane

Fayette Peoria

Hancock

Piatt

Macoupin Clark Lake

Champaign

Macon

Madison Coles DeKalb

Marion Mason

St. Clair

White Sangamon Mercer

Christian

Perry Tazewell

Morgan Warren

Jackson Greene

Clinton Whiteside

Jasper Cass

Union Pope Bond Kankakee Carroll McHenry

Jefferson

Randolph

Saline Montgomery Grundy Jo Daviess

Woodford

Jersey De Witt

Franklin Monroe Stark

Douglas Schuyler McDonough

Washington

Hamilton Crawford Effingham Stephenson

Brown

Scott Marshall Winnebago

Kendall

Moultrie

Gallatin Boone

Johnson Williamson DuPage

Richland Menard

Lawrence Rock Island

Cumberland

Hardin Wabash Henderson

Calhoun

Massac Pulaski Edwards

Alexander

Putnam



## AER: Duck Creek Labor Market Areas 

# F

0 50 25 Miles

July 2013 ! Ameren Energy Centers Duck Creek Market Area Duck Creek Employees by County 1 Or Less 2 - 11 12 - 28

Source: Ameren provided employment counts by work location and county of residence, as of June 26, 2013 Duck Creek Energy Center

## DEVELOPMENT STRATEGIES ®

guiding effective decisions in real estate, community, and economic development

10 South Broadway, Suite 1500  St. Louis, Missouri 63102  p314.421.2800 WWW.DEVELOPMENT-STRATEGIES.COM 

# Memorandum To: Daniel P. Thompson, Vice President, Illinois Power Holdings, LLC From: Robert Lewis , Brian Licari, and Yash Yedavalli Date: July 12, 2013 Re: Economic Impacts of E.D. Edwards Energy Center of Illinois and Surrounding Labor Market Area In April, 2012, Development Strategies (DS) was commissioned by Ameren Energy Resources Corporation (AER) to conduct an independent analysis of the economic impact that the operations of AER’s E.D. Edwards Energy Center (Peoria County) ha

ve on the Illinois economy and on its respective multi-county economic region. Development Strategies has since been commissioned by Illinois Power Holdings to update this analysis with the latest available data as of July, 2013, from both AER/Ameren Services and appropriate state and federal economic data sources. Development Strategies is pleased to submit this analysis of the direct and indirect economic impacts for this facility. Direct economic impactsare the estimated dollars spent by AER at and in operational support of the energy center facility. For the purpose of this analysis, spending includes capital expenditures, non-payroll operations expenditures, and salaries paid to employees. There are 1 11 total jobs at the E.D. Edwards Energy Center , all of whom live in Illinois. We determined which counties in the “region” of the energy center are home to a large majority of those employees and this determined the facility’s primary economic impact region for our impact analysis . We then calculated economic impacts within that impact region. Three Illinois counties make up the primary economic impact region in the case of Edwards, which ishome to 95 of its 111 employees. See accompanying map “AER: E.D. Edwards Energy Center Labor Market Area” for the local labor market area boundaries. Indirect economic impacts measure the “ripple effect” of wages and expenditures associated with AER’s direct spending. For instance, Edwards employees who live in Illinois will spend a large proportion of their earnings within the state of Illinois for housing and at local businesses such as retail stores, restaurants, mechanics, and others. Thus, each job at Edwards will contribute to additional job support across many sectors in the community and, co nsequently, the state of Illinois. Likewise, much of the non-labor operational spending by the energy center is initially spent within the state, thus supporting additional income and jobs in the immediately surrounding counties and throughout the state. To calculate th ese indirect impacts, multiplier coefficients are applied to the direct impact dollars; these multipliers also automatically take into account the amount of “leakage” from the local and state economies because some wages and expenditures will be spent outside of the regions in which they are initiated. For this reason, multiplier coefficients are finite and, therefore, measureable.
METHODOLOGY The analysis of the direct and indirect economic impacts of the E.D. Edwards Energy Center relied on spending and workforce information provided by AER, and on the U.S. Department of Commerce’s Regional Input-Output Multiplier System (RIMS-II). RIMS-II provides multiplier coefficients for every county in the United States. These multipliers can also be aggregated for larger regions composed of counties, such as states and, in this case, the primary economic impact region around the energy center. Multiplier coefficients for sub-county geographies are not available. The multipliers are determined separately for, and are unique to, each county and region for key economic se ctors. The RIMS-II multipliers are updated annually by the Bureau of Economic Analysis (BEA).Memorandum on Economic Impacts of E.D. Edwards Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 2 The economic impact analysis focuses on the multi-county region noted above and on the state as a whole. That is, the E.D. Edwards Energy Center has two economic impact tables associated with it: the state and its own primary economic impact region. There are three principal multipliers for each sector:

 Economic Output: This is defined as the total dollar change in the regional or state economy due to direct expenditures by AER at the energy center

. Economic output is a similar measure as the nation’s gross domestic product but, unlike the GDP, it also includes all the intermediate values added during the production process.

 Earnings: The earnings multiplier measures the added household earnings for the regional and state labor force triggered by AER’s direct spending at the energy center.

 Employment: This is defined as the added jobs in the county per $1 ,000,000 of direct spending by AER in addition to the jobs at the energy center. 1 Multipliers are provided for various economic sectors. The direct, non-labor, operational spending by AER at the energy center falls within the Utilities sector ; the employee earnings paid by AER fall within the Households sector; and capital expenditures fall within the Construction sector. The RIMS-II multipliers for the selected regions are summarized below. To calculate the indirect economic impacts:

 The construction

multiplier coefficients for the state and region are applied to the capital expenditure figures of the energy center,

 The utilities

multiplier coefficients for the state and region are applied to the operational expenditures of the energy center, and

 The households

multiplier coefficients for the state and region are applied to the employee compensation figures of the energy center. Employee compensation is calculated by applying the average labor expenditure to the number of workers who reside in the state and region. For the purposes of this analysis, employee compensation includes salary, benefits, and any other labor related costs; therefore, the average labor expenditure per employee does not necessarily reflect the average wage. The respective direct and indirect impacts are then summed to calculate the total indirect impacts. Note: Fuel expenditures for coal were not considered for this analysis. AER’s coal comes from in-state and out- of

state sources. In the case of Edwards Energy Center, all of its coal comes from out- of -state sources. Since this study focuses on the impacts within the state of Illinois, only the expenditures for Illinois-sourced coal should be considered. Though a small portion of Edwards ’s fuel expenditures likely occur within Illinois(e.g. transportation costs), the vast majority of these expenditures occur outside of Illinois; therefore, we are uncomfortable assuming that the standard RIMS-II multipliers account for this scale of immediate leakage. Including fuel expenditures in this analysis, therefore, could overstate the local and statewide impacts. CONCLUSIONS DS estimates that the Edwards Energy Center has an economic impact on the Illinois economy and its primary ec onomic impact region as shown on the following tables. Each table summarizes AER’ s direct spending at the Edwards Energy Center (top line in the table), the multipliers for Illinois or the market area, the multiplier effects resulting from AER’s operational spending, and the total direct and indirect economic impacts generated.

1 The multipliers derived from U.S. Department of Labor data, however, are based on 2008 economic activity and data. So the model used in this report inflates the million dollars from 2008, or jobs per $1,081,940 in 2013 dollars, using the Consumer Price Index (CPI).Memorandum on Economic Impacts of E.D. Edwards Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 3 I MPACTS ON THE STATE OF I LLINOIS

The top of the table shows the direct expenditures by AER at the E.D. Edwards Energy Center averaging approximately $ 39.2million per year from 2008 to 2012 in 2013 dollars. Employee compensation is the total labor cost at the energy center since all of the employees live in Illinois. Additional results are discussed below:

 The $39.2 million spent by AER at E.D. Edwards Energy Center triggered an additional $ 68.9 million in value added activity in Illinois, of which $ 18.0million was household earnings that another supported 360jobs.

 The estimated total output (economic activity) triggered by E.D. Edwards Energy Center’s direct operations ($ 39.2million) and the added multiplier effects ($ 68.9million) were $108.1 million for the Illinois economy.

 Of that amount, E.D. Edwards Energy Center’s operations triggered nearly $ 29.9 million in household earnings for workers in Illinois, including $ 11.9million in direct compensation for employees and $ 18.0million in added earnings from the multiplier effects.

 In total, E.D. Edwards Energy Center’s operations supported 471 jobs for Illinois residents, including 1 11 direct jobs and approximately 360 jobs added through the multiplier effects.Memorandum on Economic Impacts of E.D. Edwards Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 4 I MPACTS ON THE MULTI -C OUNTY R EGION

The top of the table shows that the direct expenditures by AER at the E.D. Edwards Energy Center in the market area averaged approximately $ 37.5 million per year from 2008 to 2012 in 2013 dollars. This is less than for the state as a whole because employees living outside of the market area are excluded. Employee compensation is an estimate based on the number of Edwards employees that live in the labor market area (95 of 1 11 ). Additional results are discussed below:

 The $37.5 million spent by AER at E.D. Edwards Energy Center triggered an additional $ 46.6million in value added activity in the market area, of which $ 11.6million was household earnings that supported 240jobs. The multipliers vary for different types of major expenditures shown at the top of the table.

 The estimated total output (economic activity) triggered by E.D. Edwards Energy Center’s direct operations ($ 37.5 million) and the added multiplier effects ($ 46.6million) were $84.1 million for the market area.

 Of that amount, E.D. Edwards Energy Center’s operations triggered nearly $ 21.8 million in household earnings for other workers in the market area, including $10.2 million in direct compensation for employees and $11.6 million in added earnings from the multiplier effects.

 In total, E.D. Edwards Energy Center’s operations supported an annual average of 335 jobs for residents of the market area, including 95 direct jobs and approximately 240jobs added through the multiplier effects.AER Headquarters Duck Creek Energy Center

Coffeen Energy Center Newton Energy Center

Grand Tower Energy Center 30%

4% 43%

9%

Missouri Iowa

Indiana

Kentucky Wisconsin

Michigan Elgin Energy Center

Gibson City Energy Center

Joppa Energy Center Will

Pike Lee Cook Ogle

McLean La Salle

Iroquois

Fulton

Knox

Henry

Adams Bureau

Shelby Livingston

Wayne Edgar Ford

Vermilion

Clay Logan Kane

Fayette Peoria

Hancock

Piatt

Macoupin Clark Lake

Champaign

Macon

Madison Coles DeKalb

Marion Mason

St. Clair

White Sangamon Mercer

Christian

Perry Tazewell

Morgan Warren

Jackson Greene

Clinton Whiteside

Jasper Cass

Union Pope Bond Kankakee Carroll McHenry

Jefferson

Randolph

Saline Montgomery Grundy Jo Daviess

Woodford

Jersey De Witt

Franklin Monroe Stark

Douglas Schuyler McDonough

Washington

Hamilton Crawford Effingham Stephenson

Brown

Scott Marshall Winnebago

Kendall

Moultrie

Gallatin Boone

Johnson Williamson DuPage

Richland Menard

Lawrence Rock Island

Cumberland

Hardin Wabash Henderson

Calhoun

Massac Pulaski Edwards

Alexander

Putnam



## AER: E.D. Edwards Labor Market Areas 

# F

0 50 25 Miles

July 2013 ! AER Energy Centers E.D. Edwards Labor Market Edwards_13 1 - 3 4 - 10 11 - 48

Source: Ameren provided employment counts by work location and county of residence, as of June 26, 2013 E.D. Edwards Energy Center

## DEVELOPMENT STRATEGIES ®

guiding effective decisions in real estate, community, and economic development

10 South Broadway, Suite 1500  St. Louis, Missouri 63102  p314.421.2800 WWW.DEVELOPMENT-STRATEGIES.COM 

# Memorandum To: Daniel P. Thompson, Vice President, Illinois Power Holdings, LLC From: Robert Lewis , Brian Licari, and Yash Yedavalli Date: July 12, 2013 Re: Economic Impacts of Joppa Energy Center of Illinois and Surrounding Labor Market Area In April, 2012, Development Strategies (DS) was commissioned by Ameren Energy Resources Corporation (AER) to conduct an independent analysis of the economic impact that the operations of AER’s Joppa Energy Center (Massac County) ha

ve on the Illinois economy and on its respective multi-county economic region. Development Strategies has since been commissioned by Illinois Power Holdings to update this analysis with the latest available data as of July, 2013, from both AER/Ameren Services and appropriate state and federal economic data sources. Development Strategies is pleased to submit this analysis of the direct and indirect economic impacts for this facility. Direct economic impactsare the estimated dollars spent by AER at and in operational support of the energy center facility. For the purpose of this analysis, spending includes capital expenditures, non-payroll operations expenditures, and salaries paid to employees. There are 1 76total jobs at the Joppa Energy Center , 125 of whom live in Illinois. We determined which counties in the “region” of the energy center are home to a large majority of those employees and this determined the facility’s primary economic impact region for our impact analysis. We then calculated economic impacts within that impact region. Three Illinois counties make up the primary economic impact region in the case of Joppa, which is home to 109of its 143 employees; additionally, Joppa has 51 of its 176 employees residing in the neighboring state of Kentucky See accompanying map “AER: Joppa Energy Center Labor Market Area” for the local labor market area boundaries. Indirect economic impacts measure the “ripple effect” of wages and expenditures associated with AER’s direct spending. For instance, Joppa employees who live in Illinois will spend a large proportion of their earnings within the state of Illinois for housing and at local businesses such as retail stores, restaurants, mechanics, and others. Thus, each job at Joppa will contribute to additional job support across many sectors in the community and, consequently, the state of Illinois. Likewise, much of the non-labor operational spending by the energy center is initially spent within the state, thus supporting additional income and jobs in the immediately surrounding counties and throughout the state. To calculate th ese indirect impacts, multiplier coefficients are applied to the direct impact dollars; these multipliers also automatically take into account the amount of “leakage” from the local and state economies because some wages and expenditures will be spent outside of the regions in which they are initiated. For this reason, multiplier coefficients are finite and, therefore, measureable.
METHODOLOGY The analysis of the direct and indirect economic impacts of the Joppa Energy Center relied on spending and workforce information provided by AER, and on the U.S. Department of Commerce’s Regional Input-Output Multiplier System (RIMS-II). RIMS-II provides multiplier coefficients for every county in the United States. These multipliers can also be aggregated for larger regions composed of counties, such as states and, in this case, the primary econo mic impact region around the energy center. Multiplier coefficients for sub-county geographies are not available. The multipliers are determined separately for, and are unique to, each county and region for key economic sectors. The RIMS-II multipliers are updated annually by the Bureau of Economic Analysis (BEA).Memorandum on Economic Impacts of Joppa Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 2 The economic impact analysis focuses on the multi-county region noted above and on the state as a whole. That is, the Joppa Energy Center has two economic impact tables associated with it: the state and its own primary economic impact region. There are three principal multipliers for each sector:

 Economic Output: This is defined as the total dollar change in the regional or state economy due to direct expenditures by AER at the energy center

. Economic output is a similar measure as the nation’s gross domestic product but, unlike the GDP, it also includes all the intermediate values added during the production process.

 Earnings: The earnings multiplier measures the added household earnings for the regional and state labor force triggered by AER’s direct spending at the energy center.

 Employment: This is defined as the added jobs in the county per $1,000,000 of direct spending by AER in addition to the jobs at the energy center. 1 Multipliers are provided for various economic sectors. The direct, non-labor, operational spending by AER at the energy center falls within the Utilities sector ; the employee earnings paid by AER fall within the Households sector; and capital expenditures fall within the Construction sector. The RIMS-II multipliers for the selected regions are summarized below. To calculate the indirect economic impacts:

 The construction

multiplier coefficients for the state and region are applied to the capital expenditure figures of the energy center,

 The utilities

multiplier coefficients for the state and region are applied to the operational expenditures of the energy center, and

 The households

multiplier coefficients for the state and region are applied to the employee compensation figures of the energy center. Employee compensation is calculated by applying the average labor expenditure to the number of workers who reside in the state and region. For the purposes of this analysis, employee compensation includes salary, benefits, and any other labor related costs; therefore, the average labor expenditure per employee does not necessarily reflect the average wage. The respective direct and indirect impacts are then summed to calculate the total indirect impacts. Note: Fuel expenditures for coal were not considered for this analysis. AER’s coal comes from in-state and out- of

state sources. In the case of Joppa Energy Center, all of its coal comes from out- of -state sources. Since this study focuses on the impacts within the state of Illinois, only the expenditures for Illinois-sourced coal should be considered. Though a small portion of Joppa ’s fuel expenditures likely occur within Illinois (e.g. transportation costs), the vast majority of these expenditures occur outside of Illinois; therefore, we are uncomfortable assuming that the standard RIMS-II multipliers account for this scale of immediate leakage. Including fuel expenditures in this analysis, therefore, could overstate the local and statewide impacts. CONCLUSIONS DS estimates that the Joppa Energy Center has an economic impact on the Illinois economy and its primary ec onomic impact region as shown on the following tables. Each table summarizes AER’ s direct spending at the Joppa Energy Center (top line in the table), the multipliers for Illinois or the market area, the multiplier effects resulting from AER’s operational spending, and the total direct and indirect economic impacts generated.

1 The multipliers derived from U.S. Department of Labor data, however, are based on 2008 economic activity and data. So the model used in this report inflates the million dollars from 2008, or jobs per $1,081,940 in 2013 dollars, using the Consumer Price Index (CPI).Memorandum on Economic Impacts of Joppa Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 3 I MPACTS ON THE STATE OF I LLINOIS

The top of the table shows the direct expenditures by AER at the Joppa Energy Center averaging approximately $ 70.3million per year from 2008 to 2012 in 2013 dollars. Employee compensation is an estimate based on the number of Joppa employees that live in Illinois (125 of 176 ). Additional results are discussed below:

 The $70.3 million spent by AER at Joppa Energy Center triggered an additional $ 123.2million in value added activity in Illinois, of which $31.3 million was household earnings that another supported 600jobs.

 The estimated total output (economic activity) triggered by Joppa Energy Center’s direct operations ($ 70.3 million) and the added multiplier effects ($123.2 million) were $ 193.5 million for the Illinois economy.

 Of that amount, Joppa Energy Center’s operations triggered nearly $ 46.0million in household earnings for workers in Illinois, including $ 14.7million in direct compensation for employees and $ 31.3million in added earnings from the multiplier effects.

 In total, Joppa Energy Center’s operations supported 725 jobs for Illinois residents, including 125 direct jobs and approximately 600 jobs added through the multiplier effects.Memorandum on Economic Impacts of Joppa Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 4 I MPACTS ON THE MULTI -C OUNTY R EGION

The top of the table shows that the direct expenditures by AER at the Joppa Energy Center in the market area averaged approximately $67.4 million per year from 2008 to 2012 in 2013 dollars. This is less than for the state as a whole because employees outside of the market area are excluded. Employee compensation is an estimate based on the number of Joppa employees that live in the labor market area ( 100of 1 76 ). Additional results are discussed b elow:

 The $67.4 million spent by AER at Joppa Energy Center triggered an additional $ 70.1 million in value added activity in the market area, of which $ 13.7million was household earnings that supported 240jobs. The multipliers vary for different types of major expenditures shown at the top of the table.

 The estimated total output (economic activity) triggered by Joppa Energy Center’s direct operations ($ 67.4 million) and the added multiplier effects ($70.1 million) were $137.5 million for the market area.

 Of that amount, Joppa Energy Center’s operations triggered nearly $ 25.5 million in household earnings for other workers in the market area, including $ 11.8million in direct compensation for employees and $ 13.7million in added earnings from the multiplier effects.

 In total, Joppa Energy Center’s operations supported an annual average of 340jobs for residents of the market area, including 100direct jobs and approximately 240jobs added through the multiplier effects.AER Headquarters Duck Creek Energy Center

Coffeen Energy Center Newton Energy Center Duck Creek Energy Center

Grand Tower Energy Center Missouri Iowa

Indiana

Kentucky Wisconsin

Michigan Elgin Energy Center

Gibson City Energy Center

0.6% 3.4%

2.8% 3.4%

3.4% 5.7%

0.6% 5.7% 45.5% Will

Pike Lee Cook Ogle

McLean La Salle

Iroquois

Fulton

Knox

Henry

Adams Bureau

Shelby Livingston

Wayne Edgar Ford

Vermilion

Clay Logan Kane

Fayette Peoria

Hancock

Piatt

Macoupin Clark Lake

Champaign

Macon

Madison Coles DeKalb

Marion Mason

St. Clair

White Sangamon Mercer

Christian

Perry Tazewell

Morgan Warren

Jackson Greene

Clinton Whiteside

Jasper Cass

Pope Bond Kankakee Carroll McHenry

Jefferson

Randolph

Saline Montgomery Grundy Jo Daviess

Woodford

Jersey De Witt

Franklin Monroe Stark

Douglas Schuyler McDonough

Washington

Hamilton Crawford Effingham Stephenson

Brown

Scott Marshall Winnebago

Kendall

Moultrie

Gallatin Boone

Johnson DuPage

Richland Menard

Lawrence Rock Island

Cumberland

Hardin Wabash

Union Williamson Henderson

Calhoun

Massac Pulaski Edwards

Alexander

Putnam



## AER: Joppa Labor Market Areas 

# F

0 50 25 Miles

July 2013 ! AER Energy Centers Joppa Energy Centers Labor Market Joppa Employees by County 1 - 3 4 - 9 10 - 80

Source: Ameren provided employment counts by work location and county of residence, as of June 26, 2013 Joppa Energy Center

## DEVELOPMENT STRATEGIES ®

guiding effective decisions in real estate, community, and economic development

10 South Broadway, Suite 1500  St. Louis, Missouri 63102  p314.421.2800 WWW.DEVELOPMENT-STRATEGIES.COM 

# Memorandum To: Daniel P. Thompson, Vice President, Illinois Power Holdings, LLC From: Robert Lewis , Brian Licari, and Yash Yedavalli Date: July 12, 2013 Re: Economic Impacts of Newton Energy Center of Illinois and Surrounding Labor Market Area In April, 2012, Development Strategies (DS) was commissioned by Ameren Energy Resources Corporation (AER) to conduct an independent analysis of the economic impact that the operations of AER’s Newton Energy Center (Jasper County) ha

ve on the Illinois economy and on its respective multi-county economic region. Development Strategies has since been commissioned by Illinois Power Holdings to update this analysis with the latest available data as of July, 2013, from both AER/Ameren Services and appropriate state and federal economic data sources. Development Strategies is pleased to submit this analysis of the direct and indirect economic impacts for this facility. Direct economic impactsare the estimated dollars spent by AER at and in operational support of the energy center facility. For the purpose of this analysis, spending includes capital expenditures, non-payroll operations expenditures, and salaries paid to employees. There are 143total jobs at the Newton Energy Center, 142 of whom live in Illinois. We determined which counties in the “region” of the

energy center are home to a large majority of those employees and this determined the facility’s primary economic impact region for our impact analysis. We then calculated economic impacts within that impact region. Three Illinois counties make up the primary economic impact region in the case of Newton, which is home to 109of its 143employees. See accompanying map “AER: Newton Energy Center Labor Market Area” for the local labor market area boundaries. Indirect economic impacts measure the “ripple effect” of wages and expenditures associated with AER’s direct spending. For instance, Newton employees who live in Illinois will spend a large proportion of their earnings within the state of Illinois for housing and at local businesses such as retail stores, restaurants, mechanics, and others. Thus, each job at Newton will contribute to additional job support across many sectors in the community and, cons equently, the state of Illinois. Likewise, much of the non-labor operational spending by the energy center is initially spent within the state, thus supporting additional income and jobs in the immediately surrounding counties and throughout the state. To calculate th ese indirect impacts, multiplier coefficients are applied to the direct impact dollars; these multipliers also automatically take into account the amount of “leakage” from the local and state economies because some wages and expenditures will be spent outside of the regions in which they are initiated. For this reason, multiplier coefficients are finite and, therefore, measureable.
METHODOLOGY The analysis of the direct and indirect economic impacts of the Newton Energy Center relied on spending and workforce information provided by AER, and on the U.S. Department of Commerce’s Regional Input-Output Multiplier System (RIMS-II). RIMS-II provides multiplier coefficients for every county in the United States. These multipliers can also be aggregated for larger regions composed of counties, such as states and, in this case, the primary economic impact region around the energy center. Multiplier coefficients for sub-county geographies are not available. The multipliers are determined separately for, and are unique to, each county and region for key economic se ctors. The RIMS-II multipliers are updated annually by the Bureau of Economic Analysis (BEA).Memorandum on Economic Impacts of Newton Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 2 The economic impact analysis focuses on the multi-county region noted above and on the state as a whole. That is, the Newton Energy Center has two economic impact tables associated with it: the state and its own primary ec onomic impact region. There are three principal multipliers for each sector:

 Economic Output: This is defined as the total dollar change in the regional or state economy due to direct expenditures by AER at the energy center

. Economic output is a similar measure as the nation’s gross domestic product but, unlike the GDP, it also includes all the intermediate values added during the production process.

 Earnings: The earnings multiplier measures the added household earnings for the regional and state labor force triggered by AER’s direct spending at the energy center.

 Employment: This is defined as the added jobs in the county per $1,000,000 of direct spending by AER in addition to the jobs at the energy center. 1 Multipliers are provided for various economic sectors. The direct, non-labor, operational spending by AER at the energy center falls within the Utilities sector ; the employee earnings paid by AER fall within the Households sector; and capital expenditures fall within the Construction sector. The RIMS-II multipliers for the selected regions are summarized below. To calculate the indirect economic impacts:

 The construction

multiplier coefficients for the state and region are applied to the capital expenditure figures of the energy center,

 The utilities

multiplier coefficients for the state and region are applied to the operational expenditures of the energy center, and

 The households

multiplier coefficients for the state and region are applied to the employee compensation figures of the energy center. Employee compensation is calculated by applying the average labor expenditure to the number of workers who reside in the state and region. For the purposes of this analysis, employee compensation includes salary, benefits, and any other labor related costs; therefore, the average labor expenditure per employee does not necessarily reflect the average wage. The respective direct and indirect impacts are then summed to calculate the total indirect impacts. Note: Fuel expenditures for coal were not considered for this analysis. AER’s coal comes from in-state and out- of

state sources. In the case of Newton Energy Center, all of its coal comes from out- of -state sources. Since this study focuses on the impacts within the state of Illinois, only the expenditures for Illinois-sourced coal should be considered. Though a small portion of Newton’s fuel expenditures likely occur within Illinois (e.g. transportation costs) , the vast majority of these expenditures occur outside of Illinois; therefore, we are uncomfortable assuming that the standard RIMS-II multipliers account for this scale of immediate leakage. Including fuel expenditures in this analysis, therefore, could overstate the local and statewide impacts. CONCLUSIONS DS estimates that the Newton Energy Center has an economic impact on the Illinois economy and its primary ec onomic impact region as shown on the following tables. Each table summarizes AER’ s direct spending at the Newton Energy Center (top line in the table), the multipliers for Illinois or the market area, the multiplier effects resulting from AER’s operational spending, and the total direct and indirect economic impacts generated.

1 The multipliers derived from U.S. Department of Labor data, however, are based on 2008 economic activity and data. So the model used in this report inflates the million dollars from 2008, or jobs per $1,081,940 in 2013 dollars, using the Consumer Price Index (CPI).Memorandum on Economic Impacts of Newton Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 3 I MPACTS ON THE STATE OF I LLINOIS

The top of the table shows the direct expenditures by AER at the Newton Energy Center averaging approximately $93.9 million per year from 2008 to 2012 in 2013 dollars. Employee compensation is an estimate based on the number of Newton employees that live in Illinois ( 142of 1 43). Additional results are discussed below:

 The $93.9 million spent by AER at Newton Energy Center triggered an additional $ 194.4 million in value added activity in Illinois, of which $56.7 million was household earnings that another supported 1,150jobs.

 The estimated total output (economic activity) triggered by Newton Energy Center’s direct operations ($ 93.9 million) and the added multiplier effects ($ 194.4 million) were $ 288.3million for the Illinois economy.

 Of that amo unt, Newton Energy Center’s operations triggered nearly $ 72.4 million in household earnings for workers in Illinois, including $ 15.6million in direct compensation for employees and $ 56.7million in added earnings from the multiplier effects.

 In total, New

ton Energy Center’s operations supported 1,292 jobs for Illinois residents, including 142 direct jobs and approximately 1,150 jobs added through the multiplier effects.Memorandum on Economic Impacts of Newton Energy Center

July 12, 2013

DEVELOPMENT STRATEGIES 4 I MPACTS ON THE MULTI -C OUNTY R EGION

The top of the table shows that the direct expenditures by AER at the Newton Energy Center in the market area averaged approximately $90.3 million per year from 2008 to 2012 in 2013 dollars. This is less than for the state as a whole because employees outside of the market area are excluded. Employee compensation is an estimate based on the number of Newton employees that live in the labor market area ( 109of 1 43). Additional results are discussed below:

 The $90.3 million spent by AER at Newton Energy Center triggered an additional $ 120.9million in value added activity in the market area, of which $ 32.4 million was household earnings that supported 630jobs. The multipliers vary for different types of major expenditures shown at the top of the table.

 The estimated total output (economic activity) triggered by Newton Energy Center’s direct operations ($ 90.3 million) and the added multiplier effects ($ 120.9million) were $ 211.2million for the market area.

 Of that amount, Newton Energy Center’s operations triggered nearly $ 44.4 million in household earnings for other workers in the market area, including $ 12.0million in direct compensation for employees and $ 32.4 million in added earnings from the multiplier effects.

 In total, Newton Energy Center’s operations supported an annual average of 739 jobs for residents of the market area, including 109 direct jobs and approximately 630 jobs added through the multiplier effects.AER Headquarters Duck Creek Energy Center

Coffeen Energy Center 20% 46% 12%

Newton Energy Center Missouri Iowa

Indiana

Kentucky Wisconsin

Michigan Elgin Energy Center

Gibson City Energy Center

Joppa Energy Center Grand Tower Energy Center E.D. Edwards Energy Center Will

Pike Lee Cook Ogle

McLean La Salle

Iroquois

Fulton

Knox

Henry

Adams Bureau

Shelby Livingston

Wayne Edgar Ford

Vermilion

Clay Logan Kane

Fayette Peoria

Hancock

Piatt

Macoupin Clark Lake

Champaign

Macon

Madison Coles DeKalb

Marion Mason

St. Clair

White Sangamon Mercer

Christian

Perry Tazewell

Morgan Warren

Jackson Greene

Clinton Whiteside

Jasper Cass

Union Pope Bond Kankakee Carroll McHenry

Jefferson

Randolph

Saline Montgomery Grundy Jo Daviess

Woodford

Jersey De Witt

Franklin Monroe Stark

Douglas Schuyler McDonough

Washington

Hamilton Crawford Effingham Stephenson

Brown

Scott Marshall Winnebago

Kendall

Moultrie

Gallatin Boone

Johnson Williamson DuPage

Richland Menard

Lawrence Rock Island

Cumberland

Hardin Wabash Henderson

Calhoun

Massac Pulaski Edwards

Alexander

Putnam



## AER: Newton Labor Market Areas 

# F

0 50 25 Miles

July 2013 ! AER Energy Centers Newton Market Areas Newton Employees by County 1 - 3 4 - 16 17 - 64

Source: Ameren provided employment counts by work location and county of residence, as of June 26, 2013

### EXHIBIT 8

AFFIDAVIT OF DANIEL P. THOMPSON

### AFFIDAVIT OF DANIEL P. THOMPSON I. BACKGROUND AND QUALIF ICATIONS 1. My name is Daniel P

. Thomp so n. I am Vice Pre si d ent and Gener al Manager fo r Dynegy Mi d west Generati on, LLC (" D MG"), an indirec t , who lly owned subs idi ary of Dyne gy Inc. ( " D ynegy " ). J al so se rve as V ice President of Illinois Power H o l d in gs, L LC ("IPH"), which is a l so an ind i re ct, wholly owne d subsidiary of Dynegy. My bu siness address is 604 Pierc e Blvd. , O ' Fallon , lllinoi s, 622 6 9. I provide thi s affidavi t in s upp ort of th e Petition for Variance fi led by IPH , Amer enEnergy Medina Va ll ey Cogen , L.L. C. ("Me dina Valley") and Ameren
Ene rgy Resource s, LLC ( " AER") (" P etition"). I make this affi d avit based on p erso nal knowledge or on knowledge I have obta in ed through inquir y of indi vi duals e mp loyed by D y ne gy

or it s affiliates. 2. As Vice President of DMG , I am responsible for th e safe and efficient operation of D ynegy's coal -fired electric generating fl eet in Illinois. My responsibi li ties include oversight of e n v ir onmenta l comp liance at Dynegy's Illin o i s coal fleet. 3

. Prior to my current p os iti o n with Dyneg y, I served as Dynegy 's Vi ce Pr esident of Operations , West Regi o n from 200 7 to l ate 2 011 ; Vice P res id ent, Northeast Operations (New York) from 200 1 to 2007; and Vi c e Pres id ent, E ngineering for Generation from 1999 to 2001. Prior to that , l had worked for Illinois Power s in ce 1 987 in num erous capaciti es, includin g the
Man ager of the Vermi li on and Hennepin S t ations; Operations Superv i sor at B a ldwin Sta ti on , Plant Manag er a t Havana Sta ti on; Manager of Nucle ar Traini n g at C linto n N uclear Sta ti on and Manager of N ucl ear Engineering. Prior to joi ning Illin o i s Power , I was Mai n te nan ce Manag er fo r Pfizer , Inc. at its M i neral s an d Pigments Division in East St. Louis , Illinois from 1980 to 1982 and th e Maintenance Superinten dent for the Al li s Chalmers Coa l Gasification R&D

### Facility at East Alton , Illinois from 1982 to 1 987. I graduated in 1 975 from the United States Naval Academy, sub sequently completed Naval N uclear Po wer Schoo l and th en served as a Nu cl e ar Propul s ion/Surface Warfare Offi cer abo ard the USS Long Beach (CNG

- 9) un ti l 1 980

. I ho l d an MBA from Southern Illinois Un iver sity Edwardsville (1 9 84 ). 4. I am familiar with the con t empla ted tran s ac ti o n between IPH and A mer en Corporatio n ("Ameren") and led D ynegy ' s due diligence efforts on op er ation s -related issues for
the tran sac ti on. I have read and am familiar with the September 20, 2012 Opinion and Order C

'Orde r ") by the illinoi s Polluti o n Control B oard (" Board "), D ock et PCB 1 2-126 , granting AER

v ariance relief from the s ulfur dio xi de ("S02") annua l emission ra tes in th e multi-poll utant standard ('' MPS") rule s applicable to the Ameren MPS Group.



### D . DYNEGY'S PRESENCE AND EXPERIENCE I N ILLINOIS 5. Dynegy is a holding company that conduc ts s u bstantially a ll of its business operat i ons through it s s ub sid iar ies

. D ynegy ' s pr imary b usi ne ss i s the production and sa le of

e lectric ener gy, capacity and anci ll ary services on a wholes al e basis to Regional Transmission Organiza ti o n s (" RTO s"), Independent System O perators (" I SOs"), integrated utilities, electric

co op erati ves, munic ip alities and other ene rgy companies in th e Midwest, Northeast and West Coast r egions of th e U.S

. D ynegy ' s p ower generation portfolio co n s i s ts of twelve o p erating
power plants in s ix states tota li ng approximatel y 9, 800 mega wa tt s ("MW") of baseload , intermediate and pe aking generation fueled b y a mix of coal , fuel oil and na tur a l gas. 6. T hr ough it s s ub si diari es Dynegy Midwest Ge ner at

i o n , LLC (" D M G " ) and Dynegy Kendal l Energy, LLC, D y negy owns and operates five coa l and natural gas -fir ed power ge n erat ion faciliti es in illinois, wit h the ca pacity of produc ing a pproximately 4 ,200 MW o f reliable , low cost ener gy for wholesale cu s tomers . Dynegy has h a d a stro n g and meaningfu l presence in the

2State of Illinois since its February 2000 acquisition of Illinova Corporation (i.e., the fossil fuelfired e lectric generating assets of Illinois Power Company), which formed the basis of DMG 's

cu rrent generating fleet in ill ino i s. 

### In 2004, Dynegy sold the Illinois Power Company regulated
energy delivery busine ss to Ameren Corporation, but retained the generating assets. 7

. DMG's ge nerating assets include four operating coal

- fired electric generating
st

ation s located in southern Illinois: th e Baldwin Ene rg y Complex in Randolph County, the
Havana P ower Station in Mason County, the Hennepin Po wer Station in Putnam County, and th e Wood River Power Station in Madison County. In November 2011, DMG permanently retired a fifth coal-fired power plant , the Vermi lion Po w er Sta t ion, l ocated in Vermi lion County. Throu gh i ts s ubsidiarie s operating in Illinoi s, Dynegy has approximate ly 600 full-time employees statewi de , employing approximately 550 persons at it s Illin ois power stations and approximatel y 50 persons at its corporate office located in O'Fallon , Illinois. The economic impact of Dynegy's operations 

### in Illinois and in the affected lo cal Illino i s communit ie s is s ignific ant. F or
examp le, in 2012, through its subsidiaries , D y neg y 's direc t investments in Illinoi s (i. e., maintenance , capital, and taxes) totaled approximately $ 261 million. 

### 8. Dynegy and its subsidi a rie s have a strong commitment to safe and

e nvironmenta lly responsible operations in Illinoi s. DMG has invested ap pro ximately $1 billi on in a ir pollution controls at its Illinoi s facilities ( including installation of flue gas desulfurization, activated carbon injection sys t ems, and/or bagho uses on select generating units) to compl y with the illinois Mercury Rule , including the MPS, and DMG's Consent Decree. 1 Since 1998, DMG's fleet has reduc e d its aggregate annual emissions by almost 9 0 percent. Dyne gy is ver y familiar and expe rience d with the Illino is MPS requirements. DMG 's five coal-frred stations

1 United States. v. Jllinois Power Co., No

. 99 -CV- 833

- M JR (S .D. Ill. ) (C onsent Decree entered May 27 , 2005) (a copy of the Consent Decr ee as originally entered is available at : http ://www.epa.gov / compliance / resources / decrees / civilfcaa/dmgfina l -cd.pdf.
3

### elected i nto the MPS in 

### 2007 

### (i.e., the DMG MPS Group) and Dynegy's environmental support
group staff was directly involved in t he MPS rulemakings

. DMG has met its MPS limits. Indeed, DMG met the MPS's mercury emiss ion rate lim i t at al l but one of its MPS generat i ng

un its three years earlier than the required January 1 , 2015 dead l ine. 9. Dynegy also has been involved in carbon sequestration efforts , with tree

- plant ing projects covering more than 45 , 000 acres in a portion of the Shawnee National Forest. The
Lower Miss i ss i ppi River Valley reforestation project is registered under the Ver ified Carbon Standard and was the firs t U.S. forest carbon offset project to receive this certification. Dynegy has also donated 1 , 1 00 acres along the Middle Fork Vermil ion River to the Illinois Department of Natural Resources and has sponsored acti v ities preserving 1,200 acres of forests in Illinois. Each year , these trees wi ll sequester increasing levels of carbon dioxide. Dynegy also reuses coal ash produced at its Ill inois coal-fired generating facilities through agreements with cement manufacturers that incorporate the material in t o cement products, help ing to reduce carbon dioxide emissions from the cement manufacturing process.

ID. TRANSACTION AGREEMENT WITH AMEREN 10. On March 14, 2013 , IPH entered a Transaction Ag reement with Ameren to acquire the equity interes t in 

### Ameren's merchant uti lities businesses (collectivel y , the " Acquired Merchant Utilities " )

. Upon closing of the transaction, I P H will own the Acquired Merchant Utilities, which own and operate five operating coal-fired electric energy generating centers in central and southern Illinois

- - specifically the Duck Creek Ener gy Center in Fulton County, the Coffeen Energy Center in Montgomery County , the E.D. Edwards Energy Center in Peoria County, the Newton Energy Center in Jasper County , and the Joppa Energy Center in Massac County ( the five operating energy centers, collectively , the "Acquired Plants " ). Under the

4

### Transaction Agreement, the shuttered Hutsonville and Meredosia power plants wi ll remain with Petitioner Medina Valley, a subsidi ary of Ameren, and will not be acquired by IPH. Closing on the Transaction Agreement is expected to occur in the fourth quarter of20 1 3. Given Dynegy's experience in Illinois, IPH's acquisition of the Acquired Merchant Utilities will position the bus inesses and the Acquired Plants to move forward with a company committed to lllinoi s and

w i th a history of provid ing environmenta ll y sound, safe , affordable, and reliable power in Dlinois.

IV. WITHOUT THE REQUESTED VARIANCE RELIEF COMPLIANCE WITH THE MPS WOULD IMPOSE UNREASONABLE HARDSHIP ON IPH 11. IPH has analyzed its options to meet the Ameren MPS Group Multi -Pollutant Standard rule 20 1 5 and 20 17 ove rall S0 2 

### annual emission rates and concluded th at its only compliance alternative not involving shutdown of some combination of the Acquired Plants i s to fo ll ow through on AER's chosen compliance plan to meet the Ameren MPS Group system-wide S0 2 

### em i ssio n r ate limits, namely b y install in g and operating a fl ue gas desulfurization ("FGD ")
sys tem on each unit at the Newton Energ y Center. 1 2. Because IPH will n ot acquire ownership of the Acquired Plant s until late 2013 and because construction activities needed to install the Newton FGDs are expected to take up to 24 month s, IPH could not complete construction of the Newton FGDs i n time to comp l y with the MPS 2015 overall S0 2 

### annual emission rate, even if IPH were financially ab l e to ramp up construction immediately upon acquiring ownership (which , as expla i ned in the Affidavit of Mario E. A lonso, w ill not be poss i ble). Thus, without the requested variance relief, IPH's only option to comp ly with the MPS would be to shut down a combination of t h e Newton , E.D. Edwards and Joppa Energy Centers by January 1 , 20 1 5. In IPH 's analysis, without the requested variance re li ef, E.D. Edwards and Joppa would be shut down by January 1 , 2015 to meet the

5

### MPS. Moreover, wi thou t the requested variance relie f , even after shutting down the E.D. Edwards and Joppa Energy Centers b y 20 1 5, the remaining thr ee operating energy centers (Coffeen , D uck Creek, and Newto n ) w ould not meet the 2017 

### MPS overall 

### S02 annual emission
rate without operat iona l curtailments or imp lementation of o ther 

### S0 2 

### em i ssio n reduction

measures at Newton, as IPH lik e ly wo uld not comp lete construct ion of the Newton FGDs give n the sig n ificant remaining capi tal expense of doing so. As discussed b elow, there are no o th er

v i a b le comp li ance alternatives.

A. Compliance Alternatives

1. 

### Curtai lment of Operations 1 3. Curtailment of oper ations (i .e. , 

### derates, seasona l operations , etc

. ) to meet the MPS overall 

### S0 2 

### annual emiss i on rate limits would not be ec onomically feasible because less power would be generated , resulting in l ess revenues to run the bu s ine ss and cover fixed operating
costs. I n other wo rd s , curta i ling operat i ons a t the Ac qu ired Pla n t s as a compliance stra t egy

wou l d prevent the pl ant s from generat ing sufficient funds to sustain thei r operations and ob li gat i ons. More specifica ll y , I PH's anal ysis indic ates that i n order to meet the 20 1 5 MPS overall 

### S0 2 

### emissions l imit w i th all five plants remaining i n operation wou ld effect i vely require each of the Newton, E.D. Edwards and Joppa energy cent ers to limit its respective gener atio n to
approx ima tely one-third of i t s capacity. Given thei r s igni fi cant fixed costs, such a limit on ge neration would e liminate th e ability of th ese energy centers to ge nerate positive cash flo ws going forward and resu lt in their s hutd own. Fo r the same reason , seasonal operation of the
Newto n , E. D. Edwards and Joppa stat io ns would be infeasible.

6ii. Low S ulfur Coal 1 4. IPH w ill continue to honor AER's prior commitment to limit the use of higher

sulfur coal to the Duck Creek and Coffeen stat i ons (both of w hi ch utilize wet FGD systems) and
to use low su l fur Powder River Basin (" PRB ") coa l (i.e., 0.55 l bs sulfur/mrnBtu) at the E.D. Edwards, Newto n and Joppa stations. In fact , IPH , through the Acquired Merchant Utilities , will inherit the binding 0.55 lb / mmBtu low sulfur coal purchase contract s AER al read y has in p lace for 2013

- 2017. Mo re s pecifically , IPH und erstands that AER is already contracted for the majority of its expected coal supply n eeds in 20 1 3 and 2014 , approximately one-ha lf of it s expected coal supp ly needs in 2015 and 2 01 6, and approximate ly one quarter of its coal supp ly needs in 2017. Those contrac t s could not be breached without material p ena l ties. 15. Ba sed o n DMG ' s coal purchasing experience, IPH understands that 0.50 lb/mrnBtu sulfur PRB coa l is available from one coal supplier. Ongoing dependence for coal from a single sup plier may materially increase contracted price s by I 0 percent o r more above

curren t market prices and would expose IPH to production and performance spec ific risks. ln
comp leting coa l purchasing to meet its fuel inventory needs in 20 13-2017 (i.e., purchasing coal
to supplement th e quantities for which AER has already entered binding contrac ts ), 2018 and 20 19 , IPH anticipates that it ma y need to purchase certain quantities of coal with a sulfur content lower than 0.55 lb / mmBtu to ensure compliance with the variance ' s 

## so 2 mitigation emissions limit. H owever , JPH does no t at this time know the precise quantitie s of such coal (i.e. , s ul fur
content lower than 0.55 lb/mmBtu) that may be needed for compliance , as that will depend on

ac tual S0 2 emissions performance of the Acquired Plant s in fu ture yea r s. Moreover , given the material increased risk s associated with re l ying on a single supplier of such coal and the financial liquidity challenges th at the Acquired Plants will face , IPH cannot now commit to purchasing

7

### only coal with sulfur content lower than 0.55 

### lb /mmBtu for the currently unc o ntracted coal supply needs of the Newton, E.D

. Edwards and Joppa stations during the requested variance period. As stated above, IPH will commit to using low sul fur PRB coa l with a sul fur content not
to exceed 0.55 

### lb/mmBtu at the E.D. Edwards, Newton a nd Joppa stations during the t erm of the requested variance.

ii i. A lterna ti ve Control Technologies 16. IPH also has indep endently reviewed the availability of alternative S0 2 emission control technologies and reaches the same conclusion that AER did, as app ro ved by the Board's prior grant of the AER variance, that these technologies are inf easible because they wo ul d cost

more than the Newto n FGD project. The cos t s and te chnolog ic a l li mits pre vai lin g at the time of the Board ' s Order in September 2012 have not changed in any ma teria l way . Thus, there are no other cost-effective control technologies that IPH could used a t the Acquired Plants to achieve compliance with the MPS. 17. Specifically with regard to dry sorben t injection ( " DSI") technology as a potential
comp liance alternative , the overall cost of D S I as applied to the Joppa and/or E.D. Edwards

ener gy centers renders DSI infeasible. Based upon IPH ' s analysis of DSI at other coal-fired plants, IPH estimates that the cap i tal cost of installing DS I would alone be in the range of $60 million at Joppa (all six units) and $30 million at E.D. Edwards (Units 2 and 3)

. These are order of magnitude estimates based on DMG 's experience , as IPH has not performed a s it e-specific engineering analysis of DSI at either facility. As explained in the Affidav it of Mario E. Alonso,
IPH wi ll not have sufficient liquidity to fu nd any such large -s ca le cap it al pr ojects over the ne xt

severa l year s . Imp ortantly, however , as AER demonstrated in o btainin g its variance , the capital
costs of installing DS I at J o ppa and/or E

. D

. Edwards would not be limited only to the DSI

8

### technology. Because of the size of the exist i ng particul ate co ntrol equip me nt and the injection of activated carbon to control mercury emissions at E.D

. E dwards and J oppa, the add itional use of DSI would resu l t in a s ignificant increase in particul ate matter ("PM") em i ssi ons , necessitating instal l ation of PM control technologies (e

. g. , bag h ouses , significant upgrades to the existing ESPs). T hus , the real expected capital co st of install ing DS I wo u l d be materially hig h er, approximately $433 mill ion at Joppa and approximately $280 million at E.D. Edwards (Unit s 2 and 3), as ident ified in AER's Post-Hearing B r ief (p.15) (PCB 1 2-126 ) (filed Aug. 15, 2012), which cites to a 201 1 URS engineering re port and attaches a cost table from the URS report as Post-Hearing B ri e f , Exhibit 1. 

### 18. The annual operation and maintenance ("O&M " ) e xpense of DSI al so i s itself signifi cant. As AER demonstrated , the estimated annual cost o f dry sorbent range s from $15 mi ll io n to $44 million depend ing upon th e ty pe of ma terial used and the location of inj ec tion (b ef ore or after the air heater). See PCB 12

- 126 , Petitioner's Post- Heari n g Brief , 20-21 (ci t ing 2 010 report co mpleted by the S haw Grou p (Post -Hearing B r ief , Exh ibit 2 )). Those estimated O&M costs cited by AER are consistent with D MG 's analysis of D S I O&M costs at other coalfired plants. In addi t ion , u se of DSI would result in 

### O&M expense s associated with the dispos al of the reacted DS I materi aL Those costs would not be ins i gnificant. The impact of DS I annual O&M co s ts is even mo r e pronou n ce d given the liquidity challeng es the Acquired Plants will fa c e . iv. N atural 

### Gas 1 9. IPH al so has considered firing natural g as as a means to comply with th e MPS.
N atural gas p i pel ines are not currently inter connected t o E.D. Edwards or Newton. The cost of

c on s tructing natural gas pi pe l ines to either fac i l i ty would be cos t prohibit ive. Base d on

9

### preliminary analysis b y A ER , an order of magnitude esti mate of th e cost to d evel op natural gas supply to E.D. E d wards is $1 00 milli o n and the cost to deve lop natura l gas supply to Newto n i s $7 0 mi lli on . Furt her, th e addi ti o nal capital expenditures needed to convert th e coal

- fu ed boilers
at E.D. Edwar d s or Newton to n at ural gas fi rin g are expected to be signifi cant. I n the absence of de tail e d site-specific n atural gas conversi on engineering stu di es at E.D. Edwards o r Newton, based on reported industry trade litera ture and case st udi es invo lvin g natural gas con v ersi o n of existing coal

- fired boilers, the c ost of converting each p lant wou ld be expected to be tens of millions of dollar s , i f no t mo r e. 

### See, e.g, Babcock & 

### W i lcox, Na tural Gas Co nver sions of
Ex i sting Coal-Fi r ed B o ilers , White Pap er MS

- 14 (20 10) (identifying c o st r a n ge of $50 to $75/kW)

. In addition, convertin g the Newton uni ts to n atural gas fi rin g in lieu of completi ng

co n struct i on of th e Newton FGDs al so would waste the several hundred million do ll ars aheady
spent on the Newton FGDs. 20. Moreover, natural gas firing at Newton o r E.D. Edwa rd s wo ul d n o t be a cost

effective compl i ance alternative because dispatch o n natural gas is more expensive th an on coal, wi t h the resu lt that natural ga s firin g wo uld result in sig ni fican tl y lower production b y th e p l ant and , thus, generate lower revenues n ee d ed fo r th e recovery of fixed operating c osts and capital expend itures. Based on current power market conditions in Illinois , production cos t s related to fuel are roughly $20-$25 per megawatt hour ("$/MWh") o n PRB coal and wou ld be roughly $4 0 /M Wh on natural gas . Based on M I SO published clearing prices in 20 1 2, power prices at, for
examp le , the Newton busbar a veraged i n excess of 

### $2 2

. 00/MWh du rin g 

### 76 percent of the on

### peak days whi l e only of two percen t of t he on -peak day av erag e s exceeded $40.00/MWh

. In other words , Newton fired on natural gas du ring 20 1 2 would hav e b een dispatched
ap p roximate ly only two p ercent of the time. Thus, IPH concludes tha t 

### it is infeasib le to co nv e rt

10

### E.D. E d ward s or Newton t o natura l gas. 21. Further, IPH concludes that, for sever al reaso n s, converting J oppa to na tural gas would be cost prohibit ive and not economically feasible. Firs t , b ased on prelim i nary analysis by AER, an order of magnitude cost estimate to convert t he r elevant Joppa uni t s to natural gas ranges from $25 million (i

. e., 

### convert to 50 percent capac ity on natura l gas) to $38 mi llion (i.e.,


### convert to 1 00 percent capacity on natural gas), with an a dditional esti m ated $4.5 m i llio n in capital expen ditures n eeded for gas supply p i pe li ne and equipment improvements. As explained in the Affidavit o f Mario E

. A lonso, IPH will no t have sufficient l i quid ity to fu n d any such large scale capital projects over the next sever al years. Second , as discussed in the fo ll owi n g paragra ph , natura l gas firing at Joppa would not be a cost

- effective comp l iance alternat i ve because dispatc h on natura l gas is mo r e expensive than on coa l , with the result that na t ural gas firing wou ld resul t in lower production at Joppa and, thu s , generate lower revenues needed for the recovery of fixed operating costs and capital expenditures. Finall y, as determined by the Board in A E R's variance proceeding , conversion of Joppa to natural gas firing wou l d reduce the
p lant's operations to a seasonal basis only , thereby resulting i n reduced r evenues and , ultimately ,
a loss of jobs. Thus , I PH concludes that , as the Board determined in the AER variance proceeding, it is i nfeas i ble to convert Joppa to natura l gas. 22. IPH un derstan d s that two units at J oppa (Units 1 and 4) have the phys i cal capabi li ty to co -fire natural gas up to approximate l y 45 percent of heat i nput a t full l oad

. Based

on DMG ' s 

### experience with analyzing natural gas co-firing as an optio n to reduce S0 2 

### emiss i ons
at its coal-fired plants in Illino i s, I P H concludes that natural gas co - firing at these two Joppa units , even at leve l s l ess t han 45 percent , is not cost effective. Because dispatch on natural gas is

more expen sive than d i spatch on coa l , natural gas co-firing would resu l t in lower 

### produc ti on and,

11

### thus, ge nerate lower revenues for the re covery of fixed operating co sts and capital expend it ures. The key factor for sustai n ed use of natural gas co-firing i s the price differential b etween natural
gas an d coal. As mentioned above, based on c urren t market cond itions, product i on costs r el at ed
to fu e l are roughl y $20

- $25/ MWh o n PRB coa l and wo ul d be ro ughl y $4 0/MWh on natural gas

. I n general, it wo uld only be cost effect ive to co - fire natural gas if natural ga s pric es approached $2.50/mmBt u. Th us, even a t the historically low natura l gas prices in recent times, natural gas

co- firing does not make economic sense. Accordingl y, IPH co ncl udes that natural gas co-firing
at J oppa U ni ts 1 

### and 4, while t echnica ll y possible , is not a cost-effective co mpliance alte rn ative,

no r wou ld it achieve compliance w ith the MPS overall S02 emissi o n ra t e limits.



### V. IPH' s COMPLIANCE PLAN UNDER THE REQUESTED VARIANCE RELIEF 23. IPH will keep intact the sev en-pla n t Ameren MPS Group , including th e shutdown Hutsonville and Meredos i a plants, through the requested variance period. Even tho u gh IPH will
not acquire the shuttered Hu t sonvill e an d Mer edosia p lants, IP H understands that these t wo shutdow n plants must remain in the Ameren MPS Group for MPS c om p liance determination
purpo ses, includ ing MPS report in g. In addi tion, as provided in the P etit i oner s ' proposed

var iance order, IPH w ill assume respo n s i bi li ty for ens urin g that the shuttered e l ect ri cal
ge n e ratin g uni ts at the H ut so n ville and Meredosia plants r em a in s hu ttered thr o ug h D ecember 31 , 20 20

. P e titio ner Me d ina Valley, who will acquire the Hutsonville and Meredos i a plants, also has ind ependentl y committed not to operate the electrical ge neratin g units at Hutsonville and
M eredosia thro u gh De ce mber 31,202 0

. As 

### in AER's exis t ing variance, the requi r e m e nt to keep
the electrical gener atin g units at Mer e do sia shutt ered thro u g h December 3 1 , 2020 wou ld exempt the F utureGen project.

12

### 24. IPH w ill m eet an overall S02 mitigation emissi o n rate o f 0.35 l b/mmBtu for eac h
year fr om 2013 thro u gh D ecem ber 3 1 , 20 1 9, and 0. 23 lb / mmBtu a nnua lly thereafter ( i. e., 

### th e

same overa ll 

### SOz annu a l mitigation em i ss ion r ate and final MPS 

### SO z e mi ssi on rate at th e Acquired Plants that AER committed to by acceptin g the Order). IPH w ill honor AER 's pri o r commi tm en t to l imit th e u se of hig h er sulfur coa l to the Duck C reek and Coffeen sta ti ons and to

use l ow sulfur coal (i.e ., 

### 0.55 l bs sulfur/mmBtu) at th e E.D. Ed war d s , Newton and Joppa stations du rin g the v arianc e term. 

### IPH also w ill ho nor AER's c ommitm ent to max im ize op eration of the exis ting FG D system s at the Duc k Creek and Coffeen statio n s at a 98-99 p erce nt S0 2 

### r emova l
rate during the variance term . Fin ally, IPH wi ll contin u e the constructio n of the Newton FGD project and co mp ly with the Newton FGD project construction mi lestones and reportin g requiremen t s as set forth in the Petiti o n ers ' p ropose d v ariance o rde r (i

. e. , 

### the same Newton FGD project construction mil esto n es and reporting requirements that AER committe d to b y accepting the Order )

. 25. 

### TPH estimates that total co s ts of construction fo r the two FGD units at the Newton

ene rgy center a r e approximately $500 mill ion. Approximatel y one -h alf of the t otal costs have been s p ent to date. In accordance w ith th e const ruction mile s ton es in the proposed variance

o rd er , IPH has budgeted $ 1 8 million in 

### annu al expen ditur es through 20 1 7 to c o ntinu e constructio n of th e Newton FGDs, with the remainder of the total estimated spend scheduled for 20 18 and 2019 t o comp lete th e Newton FGDs. In 

### additio n , severa l million dollars in 

### annual
O&M expenses will be required to co mpl y 

### with the MPS NOx 

### and mercury emission limits at the 

### Ac quired Plants.

13

### VI. THE PROPOSED VARIAN CE ORDER WILL HAVE NO ADVERSE ENVIRONMENTAL IMPACT AND WILL REDUCE OVERALL SOz 

### EMISS IO NS 26. 

### The proposed variance would redu ce overa ll S0 2 emiss i ons compar e d to th e S02

re

du cti on s achieved b y co mpliance wi th the Ameren MPS Group Mu lti -Po llutant S tandard rule. As i de nti fie d in the Affi d avi t of Aric D. Diericx, th e proposed varianc e will result in a ne t reduction of 74,303 t ons of S02 over the period 2010-2020 and a net r eduction of 7,778 tons of
so2 over th e period 2013-2020. 27. IPH anticipates th a t additional overall net reductions w ill occur for one or more of

sever al reasons. First, IP H expects that during th e term o f its r equeste d reliefE.D. Edwa rd s Uni t 1 will be 

### p e rman ently ret ire d. In 

### D ec ember 2 01 2, AmerenEnergy Generating Resources Company ("AERG") filed a request with th e Midcontinent In depende nt System Op era t or, I nc. C' MISO "), the regional transmiss i on organization, to retire E.D

. Edwar d s Uni t 1 effecti ve December 3 1 , 2012. MISO the n informed AER G th at MISO ' s re li ab il ity an a ly sis indicated the unit was needed for re liab i li ty purposes and that continued servic e of E.D. Edwards Unit 1 as a System Supp ort Resource ("S SR") unit wo ul d be re qui r ed. MISO determine d that E.D. Edwa rd s U ni t 1 would be needed for reliabi li ty purpose s unti l suc h time as numer ous transmission sys t em

re info rcement s were p ut into serv ice in order to mitigate therma l and vo ltage issues. A cc ordin g ly , effective January 1, 2013 , AERG was requi re

d to c onti nu e to run E

. D

. Edwards Un it l. 

### MISO filed an unexecuted SSR Agreement, pursuant to a tta c hme nt Y -1 of MI S O 's
ta

ri ff, wi t h the Federal Ener gy Regulatory Commission ("FER C") on Jul y 11 , 2013 (th e "July 11 SS R F iling"). The m ax imum term of an SSR Agreement i s twelve months and the Jul y 11 SSR Filing covers the 2013 ca l endar year, however an SS R Agreement can b e renewed and continue subject to an annual re vi ew of mitigation al terna ti ves . As n oted in the Jul y 1 1 SSR Filing , M I SO

14expects that E.D. Edwards Unit 1 will continue as an SSR unit until all of the required transmission system reinforcements are implemented in December 2016 , though newly available alternatives will be sought 

### in considering the annual review of the SS R Agree ment. Therefore, annual renewal of the SSR Agreement seems likely. The ultimate retirement date of E.D. Edwards Unit 1 is subject to MISO approval , which is beyond IPH's control. Thus, IPH cannot commit to retiring E.D. Edwards Unit 1 by a date certain

. However , based on information currently available from MISO, IPH does expect that E.D. Edwards Unit 1 will be retired before
the end of the requested variance term. Wi th respect to the net reductions identified above, the
retir ement of E.D. Edwards Unit 1 is expected to reduce S02 emissions by app ro ximately 2,000
tons per yea r beginning 

### in the first full year th e unit is retired.
28. Second, as exp l ained above , IPH anticipates that it may at times purchase certain quantities of even lo wer sulfur coal th an included in AER's commitment for Newton , E.D. Edward s and Joppa , depending on S0 2 emissions performance of the Acquired Plants. While
IPH cannot commi t to purcha sing lower than 0.55 lb/mrnBtu sulfur coal for the currently uncontracted coal supply needs ofNewton, E.D

. Edwards and Joppa during the variance period given the material increased risks associated with relying o n a single supplier of s u ch coal and the financial liquidity chall enges that the energy centers will face, IPH an ticipate s that any such purchases of lower than 0.55 lb / mmBtu sulfur coal wou l d achieve additional reductions beyond
those identified. 29. Third, the net reductions ide nt ified above do not refle ct th e expected reducti ons in S0 2 em i ssions that will occur in 2019 due to installation of the two FGDs at Newton. That is, the
reductions iden tifi ed above do not reflect that extended unit outages at Newton that will be required to install the FGDs, during which time th e respective unit will not emit 

### SOz. In

15

### addition, the net reductions identified above do not reflect that the FGDs would, in all likelihood , be install ed i n series (i.e., 

### after FGD ins t allation is completed on one Newton unit, the second FGD would be installed on the second Newton un it) , meaning that at least one of the FGDs would be operating for a portion of calendar year 2019. 30. F inally, IPH will meet the app l icable MPS N O x a n d mer cury e mi ssio n rate l imits
at the Acquired Plants. IPH a l so wi ll comply with the fede r al Mercury and Air 

### Toxics S t andards ( " MATS ") at the Acquired Plants. Cross-media impacts resulting from t he p r oposed variance will remain a non -i ssue , as they were for the AER variance.



### VII. IPH'S VARIANCE REQUEST IS CONSISTENT WITH ILLINOIS SIP OBLIGATIONS AND FEDERAL LAW 31. G r anting the p etit i on with the conditions imposed b y the proposed variance order would be w ithin Illinoi s' current obliga t ions under the Illinois state imp l ementat ion plan ( " SIP ")
to attain and maintain comp l iance with the National Amb ient Air Qual i ty Standards ( "NAA QS ")

an d , therefo re , would b e consistent with federal law. 32. IPH understands tha t the r equested v ariance re lief would not exempt th e Acquired Plants from compliance with federal requirements. T hus, i f ne w requirements are adopted under the federal Clean Air Act in t he future, additional contro l s might need to be i mp l emented at an Acquired P l ant(s).

16

### Vfil. CONCLUSION 33. I have read the Pet i tion and the facts stated therein with regard to the subject
matters of thi s affidavit are true and correct to the best of m y knowledge and be l ief.

FURTHER, Affia nt sayeth not.

DATED: 

## ?t \ 

## I S 

# l d:c> ). 3**~IIIIIIIIIIIIHI ,,;.t·~**  'NIIIIIIIIIIIIIIII,**~** " OFFICIAL SEAL "**~** 

### § LA U RE N A. SCHMIERBACH :**~** N OT

ARY PUBLIC--3TATE OF I WNOIS**~ ~**  MY COMMISSION EXPIRES MAlt 16,2014 

### i

,,,,,,,,,,,,,,,,,,,,,,, ,,, ,,,,, ,, ,,, ,,,,,, ,,/.

1 7

### EXHIBIT 9

AFFIDAVIT OF GEORGE W. BILICICAFFIDA VlT OF GEORGE W . BIUCIC I . BACKGROUND AND QUALIFICATIONS 

### 1. My name is George Bilicic. I am emp loyed by Lazard Freres & 

### Co. LLC ( " Lazard" or the " Firm ") in the Financial Advisory practice. Lazard i s an independent fmancial advisory and as s et management finn

. With over 1 60 year s of history , Lazard , together with its affiliates , operates in 26 countries and employs approximately 2,500 people. Lazard's Financia l Advisory practice provides advice to corporate, in stitut ional , government, sovereign and individual c li ents on a broad array of strategic and frnancia l matters. 2. I am c urrently a Managing Director and Vice Chairman of In vestment Banking
at Lazard , and head the Finn ' s global effort s in Power , Energy and Infrastructure. I serve as a member of the Firm's Inve stment Banking Committee and Deputy Chairman Committee. 1 have worked extens iv e ly on a variety of transactional, strategic and financial advisory assignments in the power , uti l ity , alternativ e e nergy and infrastructure s ectors for over 20
years. I have a B.A. from DeSales University and a J.D. from G e orgetown University Law Center. 3. In my testimony, 1 will refer to the following: Ameren Corporation ("Ameren"); Ameren Energy Resources Company ( " AER " ); a new l y formed limited liabilit y company that is a direct wholly owned s ubsidiary of AER 

### ( ' 'New AER " or the " Company " ) ; each of the (i ) Coffeen Plant , (ii) Duck C reek Plant , (iii) E .D. Edwards Plant, ( i v) Newton Power Plant , and (v) Joppa Generating Station (collectively, the " Acquired Plants " ) ; each of the (i) Ameren Energy Generatin g Company ("GENCO " ), ( ii ) AmerenEnergy Resources Generating Company, (iii) 

### Ameren Energy Marketing Company , ( iv) Electric E nergy , Inc. , and (v) Midwest Electr ic Power , In c. (co lle ctively , the " Ameren Merchant Utili tie s" ) ; and each of the (i) 

### Grand Tower Energy Center , (ii) 

### Gibson City Energy Center and (iii) E l gin Energy Center(co ll ectivel y, the " Put Assets ")

. 4. The purpose of my testimony i s to provide an overview of the financial and market challenges that I believe New AER 

### will like ly face following its sa le to Dynegy Inc.'s ("Dynegy's") wholly-owned subsidiary illinoi s Power Holdings , LLC ( " lPH "). The chal lenges IPH and New AER wiJl l ikely face are very s imilar to the challenges cited in the September 20 , 2012 Opinion and Order by the Illinoi s Pollution Control Board grant in g AER variance relief , Docke t PCB 1 2- 1 26, from the su lfur dioxide emission rate in the multi-pollutant
stan dard ("MPS " ) ru les ("Variance Relief ' ). My te sti mony will a l so de scribe how , as was th e

case with AER under Ameren , these challenges are expected to li mit New AER ' s ability to

access third-part y capital for investment in state- and federal ly-mandated environmental
contro l equipment (or otherwise) on economic terms s uppo rtable by New AER's financial condition, if at all.


### II. THE EXPECTED F INANCIAL CONDITION OF NEW AER 5. AER ' s financial outlook , credit profile and acces s to third-party capital have weakened further since AER received the Variance Relief , as a re sult of persistently low
power prices and o n go in g un certai nty re garding fede r a l environmental reg ul ati ons . A meren spec ifically cited it s " ana lysis of the c urrent and p rojected fut ur e financia l co ndition of [ AER] , including the need to fund GENCO deb t maturities " as one of i ts chief moti va tion s for exiting the merchant generation bus i ness in Decemb er 2012. 1 Similarly , as described below , New
AER ' s financial condit ion outlook is expected to be c hall enged

. Thus , th e var iance relief requested by IPH wi ll continue to play a critical role in allowing New AER to manage its liquidity and cred i t quality in the midst of a curre ntly c h a ll enged merchant generation

1 Ameren Form 8-K filing (December 20 , 20 12).

2operating environment.
6. AER cont inu es to face a persistently low power price environment that has impaired its credit profile and its ability to fund capital expenditures and cash flow shortfalls. As a merchant generator , AER's earnings and cash flow exhibit sig ni ficant volati lity and are materially impacted by changes in the relationship between fuel and power prices. The decline and ongoing weakness in power prices has pressured the earnings of AER ' s primarily coalfired generation fleet, impairing AER's financial health and access to third-party capital on economic terms supportable by AER's financial condition. Forecasts of future power prices suggest that AER ' s cash flow are expected to remain under pressure through at least 2016. Moody ' s Investor Services ( " Moody's " ) recently stated: "Energy prices for power continue to trade at depressed levels owing in large part to low natural gas prices. Gas prices , which once lifted the overa ll price of power, have declined significantly over the past several years. While natural gas prices have recovered somewhat from a low in 2012, they are expected to remain depressed for the foreseeab le future due to market fundamentals driven by the glut of shale gas supply

.... Outside of ERCOT , most of the deregulated markets have significant surplus capacity.

. .. To have shortages , another round of widespread shutdowns would be required, involving many gigawatts of large coal or nuclear plant capacity. This scenario is unlikely to occur unless the price of gas fa1ls further on a sustained basis or there is a marked shift in the economic calculus of power plant owners. Demand growth is also not expected to be helpful in closing the surplus gap any time s oon. " 2

While power prices in a ll markets have been negatively affected by low natural gas prices, certain region s have fared worse on a relative basis. Energy and capacity prices in MISO , for example , have been particular ly depressed , given an oversupply of low-marginal-cost

2 Moody ' s , " Unregulated Utility & Power Companies : Still No Sign of Recovery' ' (Fe bruary 6 , 2013).

3generation. Moody's, in the same report , stated:

" The downturn [for merchant gene r ators] is most severe in the M ISO and upstate New York region s . MISO and up s tate New York hav e very low capa c ity prices

a s well as l ow energy prices, because these regions are dominated by coa l and nuclear generation and , in upstate New York , significant hydropower. Companies mo s t concentrated in these regions include Oynegy and Ameren G EN CO. " Specifically, as of July 5, 2013, forward market power prices for the Indian a Hub (located in
M I SO) , the relevant liquid trading hub for the majority of the Acquired Plants, are project e d to be $32

. 76/ MWh , $31.64/MWh , $32.62/MWh and $34.59/MWh in 2013 , 20 1 4 , 2015 and
20 16 , respectively, which suggests that AER ' s cash flow are expecte d to remain under
pressure through at le ast 2016. 3 Simil ar ly , e quity analyst Steve Fleishman of Wolfe Trahan suggested that the outlook for power and natural gas price s i s unlikely to improve in the near
term:

" We see limit ed upside potential for power and natural gas prices in the near term s ince ke y s tru c tural change s in these market s do not come unti l 2015 or beyond. In power , there will be s ome s hutdowns over this period to implement EPA rules and also some region s , such as Texas , are already tight. For the most part , however , power markets s hould have ample supply. More importantly , power demand s how s little sign of turning and m ay even contract in certain regions. For natural gas, there will li kely be ebbs and flows in pricing due to weather and coal-to-gas switching , but forward prices likel y stay range bound in the $3.50

- $4.50 area until the new s tructural demand forces kick in. E ven when demand ultimatel y drives price s above this trading range , we do not e xpect natural gas to rise above $5.00

- $6.00 long term , given the vast supply of shale

3 SNL , pri ces a s of7 / 5/ 2013. 4

### gas in the United States." 4



### 7. AER's credit profile bas been further challenged by the o n goi n g uncertainty regardin g potential federa ll y-mandated environme ntal regulations. Incremental expenditures stemmi ng from the potentia l fede ral regulation of greenhouse gasses and coa l combustion residuals , for example , could further exace r bate AER ' s curren tly weak liquidity profil e. Unregu l ated power companies are generally mor e challenged by increasing l y stringent environmental mandates than the

. ir regu lated utility peers. Environmental regu lations increa se the operating costs of all fossi l generation. However , whi le regulated power companies are able to recover the costs of environmental regulations through authori zed rates , unregulated
power compani es recover their costs through market driven prices and earnings.

8. As shown in Table 1 below , GENCO , AER ' s only rated subsidiary, has seen its credit rating c ut 7 notches by both Standard & Poor's ("S&P") and Moody ' s s ince 2008. The downgrad es appear to be attributable to a decline in net income and cash flow during that tim e period , among other factors. AER ' s net income declined from $359 million in 

### 2008 to ($396) in 2012. GENCO's credit rating has been cut 4 and 3 notches by S&P and Moody's , respecti vely , since AER was granted the Variance Relief.

4 Steve Flei s hman (Wolfe Trahan) , " Utilities and Power : Income But Little Growth; Patience on Power" (March 13 , 2013)

.
5TABLEl($fNMILLIONS) 2008 2009 2010 2011 2012 2013 S&P Rating BBB-/Stable BBB-/Sta bl e BBB- BBB- B- IS table CCC +/ / Outlo ok / Negative / Negative Negative Moody' s Rating Baa2 /S tabl e Baa3 /S table Baa3 / Baa3 / Stable Ba3 /Nega t1ve B3 / N egat ive !Outlook Stable Net lncom ei( Loss) $359 $238 ($415) $41 ($396) NA


### The challenged financial out look for AER (and , accordingly , New AER) is further evidenced by the trading performance of the GENCO bond pric es (Ta ble 2) , which were trading relatively close to par at the time AER wa s granted the Variance Relief. GENCO bond price s traded down significant ly following Ameren 's announcement on December 20 , 2012 that it planned to exit the merchant generation business, and s till trade well b e low par , which I believ e reflects the under s tanding that Dynegy will not provide liquidity support, inve sto r

concern regard ing the long-term financial health of New AER , and the attendant effec t of s uch

concern on the Company 's ability to acc ess the capital market s in order to refinance the GENCO debt at maturity , among other factors.

TABLE2 7.00%-Due 4 / 2018 6

. 30%

- Due 212020 7.95%- Du e 612032

Pri ce on 9120/2012 $97.19 $89.69 $91.56
Pri ce on 1212 1 12012 $75.44 $75.31 $74.06
Price o n 3 / 13 120 13 $55.69 $52

. 56 $53

. 19
Pri ce o n 3115/2013 $75.81 $71.19 $71.56
Pri ce on 7/ 51

2013 $81.81 $75.8

.1 $76.06


### 9

. With Ameren retaining the Put Assets, nearly 100 percent of New AER's energy

6production and gross margin will be d erive d from coal-fired ge n e ratio n fac iliti es. Moody 's

rece ntl y stated:
"Fa lli ng natural gas prices have h ad th e mo st dramatic impact on the operating cash flow of coal a nd nuclear generat io n. As the p ri ce of natural gas fa ll s, it drives down t h e e n ergy price of power. For a natural gas plant , there is a corresponding fall in its fuel cost , w h ich is also ba sed on price of natural gas. But for co al and nuclear plants , there has not b een much of a decline for d e li v ered price of co al or processe d uranium

. To make matters wors e , coal and nucl ea r p lan ts also hav e a much high er fixed operating cost o n a $/kW basi s th an gas plants.

. . . Though they are bo th hea v il y impacted by low natura l gas prices , nuclear plants ge n e rally fare better than 

### coal p l ants because their all- in production cost te nd s to be low e r and they hav e mu c h less burden in terms of

e nvironme ntal comp liance costs. " 5

10. A m eren s pecifically c it ed AER 's challenged financ ial condition as o n e of it s chief m ot iv a tion s for exiti n g the merchan t ge n erat ion bu s in ess:

" Ame re n ' s Merchant Generation business seg ment and GENCO have experienced decrea si ng earnings a nd cash flow s from operati n g acti vities over the pa st few years , includin g the current year , as margins have declined principally as a re s ult of weaker power pric es . In addition, e nvir o nmental
r eg ulations h ave res ulted in s i g nifi can t investment req uirements ove r the same timeframe.

. . . Ameren h as sought to h ave its M e rchant Generation business segme nt and GEN C O fund their ope rations internally and not rely o n financing from Ameren. ln December 2012 , Amer en determin ed that it inte nd s to , and it i s probab l e that it w ill , exit it s Merchant Generation bu s iness segme nt before the
e nd of the previou sly estimated u sefu l li ves of that business segment' s long- l ived assets. This determination resulted from Ameren 's analysis of the current and projected future fin a ncial condition of it s M erc h ant Generation business seg ment , includin g the need to fund GENCO debt maturities beginning in

5 Mo ody's, " Unreg ulated Ut ility & Power Companies : Sti ll No S i gn of Recovery" (February 6 , 20 1 3).
72018. " 6

Prior to its decision to divest its merchant generation business , Ameren had taken several

measures to preserve liquidity and manage it s credit profile with the goa l of weathering the
power market downturn. Spec i fically, Ameren reduced operating and maintenance ca pi tal expenditures, divested selected generating plant s, and established an in ternal plant " put "
mechanism to provide GENCO with an emergency standby liquidity. Despite these measures , Ameren appears to have ultimately determin e d that market conditions were not improving quickly enough to allow AER to fund its cas h needs and near-term GENCO debt maturities ($300 million in 2018; $250 million in 2020) without parent support.
In fact, g i ven the debt incurrence covenant under the terms of its current bond indenture , and its weakened financial condition and outlook , GENCO is currently contractually prohibited
from incurring any additional debt financing. In it s lQ 2013 10-Q , Ameren stated:

" During the first quarter of 2013, Genco 's interest coverage ratio fell to a value less than the specified minimum level required for external borrowings , and we expect the ratio to remain less than thi s minimum level through at least 2015. As

a result , Genco ' s ability to borrow additional funds from externa l third-party
sources is restricted. "
11. Upo n closing of the transaction, IPH , New AER and its consolidated subsid iari es wi ll have approximate ly $220 million in cash, a majority of which will be utili zed

over the next several years to fund operations , pay interest and provide so me working capital and credit support. 7 This sugges ts that , at closing , !PH would not have the ability to fund the
remainder of the approximately $500 million projected by IPH for the installation of the
Newton FGD project. S imilarl y, Dynegy ha s concluded that both the upfront cash at closing of

6 Ameren Form 8-K filing (December 20 , 20 12). 1 See Affidavit of Mario E

. Alon so (paragraph 20). 8

### the transaction and the sy nergies that Dynegy projects following the transaction are required to provide comfort that the business will have the necessary liquidity over the next several years and adequate liquidity wi ll not exist over the next several years to simultaneo u sly continue operating the Acquired Plants and also spend hundreds of millions on capital investments to accelerate installation of the Newton FGD project. 8 

### Likewise, Dynegy ha s stated that New AER's affiliation with Dynegy will not improve the Company's ability to fund environmental-related expenditures, whether via Dynegy parent equity contributions or enhanced access to third-party capital:

" IPH and the Acquired Merchant Uti l itie s, as AER under Ameren , must be selffunding and suppo rt their own expenses through their own operating revenues." 9 

### Dynegy has publicly committed to its investors and bondholders that New AER will need to be self-sufficient. That commitment was made clear by Dynegy CEO Bob Flexon on a March 14 ,2013 investor call: "The acquisition of AER is being accomplished through a newly created subsidiary of Dynegy, IPH, which will be a ring-fenced non-recourse s ubsidiary

. . . that will observe corporate separateness formalities. In s tructuring the transaction , we established and fo ll owed these princ iples: IPH 

### must stand on its
own and be a viable se lf-sustaining bu s iness ; Dynegy cannot and will not put its balance sheet at risk; and there is no intent , no plans and no rea so n to engage in any type of financial restructuring of Genco 's public debt. "
Feedback received by Dynegy from credit rating agencies suggests that the agencies would likely view any Dynegy provision of financial support to New AER negative ly:
"As part of it s diligence process prior to entering the Transaction Agreement, Dynegy contacted the credit rating agencies (Moody's and Standard & 

### Poor ' s) to

8 See Affidavit of Mario E. Alonso (paragraph 25)

. 9 See Affidavit of Mario E. Alonso (paragraph 13 ). 9understand the transaction's implications , if any, on Dynegy 's credit rating

. Both credit rating agencies agreed that , as structure d , the transaction was a credit neutral event because of the non-recourse nature of IPH. However , the credit rating agencies made clear that the transaction would have a negative effect on the credit rating of Dynegy if the acquired entities were to be absorbed into the Dynegy capital structure or 

### if Dynegy were to provide financial sup port to the Acquired Merchant Utilities other than limited amounts of working capital. " 10
Thus, given (a) the inability of IPH to fund the remainder of the approximately $500 million
Newton FGD project with cash on the balance s he et of New AER and it s consolidated subsid iaries at transaction close; (b) D ynegy' s conclusion that both ( i ) the upfront cash at closing of the transaction and ( ii ) th e synergies that D ynegy projects over the next several
years following the transaction are required to provide comfort that the business will have the
necessary liquidity over the next several years; (c) Dynegy 's conclusion that adequate liquidity will not exist over the next several years to simultaneously continue operating the Acquired Plants and also spend hundreds of millions on capita l investments to accelerate installation of the Newto n FGD project, it appears that New AER will not be able to meet the MPS requirements without the requested variance r e lief , or to accelerate installation of the remainder of the approximately $500 million Newton FGD project. ln addition, given (a) the public commitments Dynegy has made to its equity investors in respect of not placing its balance sheet at risk by providing capital to New AER ; and (b) commentary of credit rating agencies in respect of Dynegy potentially providing capital to New AER , as described below , it appears that for Dynegy to operate New AER absent the requested variance relief and to provide capital to New AER , other than limited amounts of working capital , would adversely affect Dynegy 's own access to capital (e.g. , a credit rating downgrade could materially

10 See Affidavit of Mario E. Alonso (paragraph 17). 

### 10

### increase Dyneg y ' s cost of capital).
t 

### 2. Moreover , even if Dynegy were to provide financial s upport to New AER, it s
current credit ratings suggest that it has les s financia l flexibility than Ameren had at the time the Variance Relief was granted. Dynegy i s curren tl y rated B (S&P) and B2 (Moody's) , while Ameren benefited from s i gnificant ly stronger investment-grade cre dit ratings of BBB- (S&P) and Baa3 (Moody's) at the time the Variance Relief was granted.


### III. INVESTOR AND RATING AGENCY ANALYSES OF NEW AER 

### 13. Highlighted below is the current commentary of certain eq uity analysts that are

respons ible for providing independent guidance to large institutional and retail in vestors regarding the power sector. In 

### their commentary , equity analysts highlight New AER ' s challenged cash flow profile , but note the limite d potential downside for Dynegy shareholders, give n the non-recour se nature of the transaction. "The debt assumed is non-recourse back to Dynegy and does not directly deteriorate Oynegy ' s preexisting liquidity or capital structure.

. . . Our analysis presumes current forward power prices and a $1/kW-month capacity price. Under these cond itions, we believe the [New AER] portfolio will not likely be free cash flow positive on an unhedged basis in 2015 , which i s a more conservative outlook than Dynegy 's gu idance. "

- Citi, 

### 3/15/2013 "[The] acquisition yi elds little equity value , as we expect restructuring to continue. Consistent with the structuring of NRG and GenOn ' s transactio n , the deal will be done at a non-recourse subsi diary

... . We believe the Genco subsidiary (Joppa , Newton, Coffeen) does not have equity value net of its debt , and believe the fact that Ameren would transact its non-encumbered assets (Edwards , Duck Creek) for nothing i s suggestive of limited und er lyin g val ue in those assets , net of liabilities , which includes coal ash ponds (which has recently attracted some attention)

.... We estimate the portfolio in aggregate contin ues to



### 11generate cash los s es; we anticipate the Company will continue t o u se it s existing liquidity to fund the se los s es. "- 

### UBS, 311 4 /2 013
The equity analyst commentary suggests that the Acquired Plants may hav e negative equity

va lu e, even with the benefit of the reque s t e d var i ance relief. As s uch , any inve stmen t to meet th e MPS require ment s without the requested variance relief, or to accelerate installation of the remainder of the approximately 

### $500 million Newto n FGD project, would like l y be v ie wed as uneconomic and imprudent by investors.
14 . T he credit rating agencie s, whose v1ews are taken into consideration b y in vesto rs in d e bt securi ti es and lenders, ha ve taken an increasingly negative view on the credit quality of AER s inc e th e time it rec eived the MPS Variance Relief because of ongoin g deterioration of pow e r market conditions. Given th e expectation that Oyne gy will not provide additional funds to New AER, the agencie s hav e also made clear that they have not penaliz e d Dynegy's credit r a tin g . Below are sampl in gs of cre di t rati ng agenc y commentary following the
announcement o flPH ' s agree ment to acquire New AER: Credit Rating Agency Statements Regarding the Outlook for New AER
"The negativ e outlook reflects our ba se ca se sce nario that Genco's financial
measure s and profit margins will meaningfu11y deteriorate over the next few years because of con tinued weak p ower prices. These trends co uld res ult in lower ratings during the next 12 months and , abse nt a r eversa l of price trends , could lead to a payment default or d ebt restructuring

.... Genco ' s ' vu ln erable' busines s ri sk profile reflects it s d epe ndence on th e commodity price of electricity, it s competitive position in it s markets , and it s r e liance on a meanin gfu l improvement to power prices to fully meet its financ i a l ob li gations

.

. . . Over the ne x t year , we expect that expiring hi gher-p riced hedges will continue to be replaced by lower market prices. While we expect that management may co ntinue to identify furth e r cost reduction opportunities, th e
1 2

### business risk profile and operating results will continue to be pressured by continued weak electricity prices and the company ' s Midwest location , which lacks a robust capacity market.

... Genco has ' less than adequate liquidity ', reflecting the following qualitative factors and assumptions: the Company lacks
a core bank relationship and essentially relies on its ability to generate cash, cash
on hand , and its asset put option as its sole sources of liquidity; the Company has
a poor standing in the credit markets as demonstrated by the Company's debt , which is trading with a yield to maturity of about 20%; in our view, the Company would not be able to withstand a material low probability event , such
as a prolonged plant outage."

- S&P, 

### 3/28/20 13
Credit Rating Agency Statements Regarding Dynegy Support of New AER

" ln March , Dyneg y secured an agreement to acquire the AER merchant assets and operations from Ameren, with the closing planned by the end of 2013. We have not factored any cash flow from AER into our analysis. Dynegy will hold the acquired assets as a ring-fenced subsidiary , to shield Dynegy from risk associated with them. We do not expect Dynegy to fmancially support the acquired assets over the next two years , since Ameren is essentially providing deal liquidity to get them through the next few years of likely depressed power prices."

- S&P, 

### 4/2/20 13
IV. CONCLUSION 15. AER ' s financial outlook and credit profile have weakened further since AER received th e Variance Relief-T believe this is a result of persistently low power prices and ongoing uncertainty regarding federal environmental regulations. Accordingly , the prospects of sourcing additional third-party capital on economic terms supportable by New AER's financial condition, if at all, are likely to remain challenged. In fact , Dynegy was unable to obtain a debt facility at New AER on economic terms coincident with the transaction , 

### " given the low cash flow profile [of the Ameren Merchant Utilities} , negligible lien capacity of the

13

### assets , ex isting debt and weak credit profile. " 11 

### Importantl y , based on D y n egy ana l ys is , b o th th e up front cash at cl osing of th e AER transaction and the sy ne rg ies t hat it projects following the transact ion are required to provide comfort that the bu s ine ss w ill have the necessary liquidi ty over t h e next several ye ar s, particular ly given th e vo l ati l e nature of the markets. Dyn egy h as s tated , therefore , that it i s not feas ibl e ove r the next seve ral years to

s imultane o u s ly h ave adequate liquidity necessary to continue ope rating the Acquired Plants and a l so spend hundreds of millions on capital investm e nt s to accelerate installation of the Newton FGD project , install air pollution controls or otherwise co mply with the MPS without th e reque s ted var iance relief. Moreover , given the potential adverse reaction of the credit

rating agencies , investors and bondholders we re Dyn egy to provide fi nan cial s upp o rt to IPH or New AER , New AE R ' s affiliation with D ynegy will no t imp rove New AER ' s finan cial

o utl ook or it s ability to fund environme ntal-re lated expend itures on a mo re accelerated timefram e. In short , I believe that the various challenges faced by New AE R are likely th e

same , if not worse , than tho se faced by AER when it was granted the Variance Relief. The ration a le fo r IPH 's requested variance relief remain s the same as for th e Variance Relief.

- it will continu e to play a critica l role in allowing the Company t o m a nage it s liquidity and credit quality in th e mid st of a currently challenged merchant ge neration operating environment.

11 See Affidav it of M ar io E. Alon so (paragraph 15)

. 14FURTHER , Affiant sayeth not.

IRENE M. MONTERO Notary Public, State of New Yor1< No

. 01M06270607 Qualified in Queens County Commission El!pires October22, 2016

15

### EXHIBIT 10

ENVIRONMENTAL IMPACT: TABLE 1 & TABLE 2Table 1YearBaseline HeatInputMMBtuMPS SO2 Ratelb/MMBtuMPS BaselineSO2TonsVariance SO2Ratelb/MMBtuVariance SO2TonsActual SO2EmissionsSO2 ReducedTons (1)Net VarianceSO2 TonsCumulativeReductions inSO2 VarianceTons2010 340,446,252 0.50 85,112 0.50 85,112 70,560 14,552 70,560 14,5522011 340,446,252 0.50 85,112 0.50 85,112 72,538 12,574 72,538 27,1252012 340,446,252 0.50 85,112 0.38 64,685 45,712 18,973 45,712 66,5252013 340,446,252 0.50 85,112 0.35 59,578 8,289 51,289 100,3472014 340,446,252 0.43 73,196 0.35 59,578 8,289 51,289 122,2542015 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 113,5212016 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 104,7872017 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 92,0602018 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 79,3322019 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 66,6042020 340,446,252 0.23 39,151 0.23 39,151 7,699 31,452 74,303Total 655,359 691,106 110,050 581,056 74,303Note for the "Cumulative Reductions in SO2 Variance Tons" column, a positive number indicates an emission decrease (benefit).Ameren MPS Group Variance SO2 Limit Comparison to the Current MPS(1) Tons shown for 2010, 2011 and 2012 are based on actual SO2 emissions. Tons shown for 2013-2020 are based on not operating Hutsonville and Meredosia. Tons shown for 2013-2016 do not include any SO2 emissions for FutureGen 2.0 because FutureGen 2.0 is not scheduled to begin operations until mid-2017. For 2017-2020, reduced tons are less nearlytwo times (1.8) worst-case potential SO2 emissions from FutureGen 2.0.Exhibit 10 - 1Table 2YearBaseline HeatInputMMBtuMPS SO2 Ratelb/MMBtuMPS BaselineSO2TonsVariance SO2Ratelb/MMBtuVariance SO2TonsActual SO2EmissionsSO2 ReducedTons (1)Net VarianceSO2 TonsCumulativeReductions inSO2 VarianceTons2013 340,446,252 0.50 85,112 0.35 59,578 8,289 51,289 33,8222014 340,446,252 0.43 73,196 0.35 59,578 8,289 51,289 55,7292015 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 46,9962016 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 38,2632017 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 25,5352018 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 12,8072019 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 792020 340,446,252 0.23 39,151 0.23 39,151 7,699 31,452 7,778Total 400,024 456,198 63,952 392,246 7,778Note for the "Cumulative SO2 Variance Reduced Tons" column, a positive number indicates an emission decrease (benefit).Ameren MPS Group Variance SO2 Limit Comparison to the Current MPS(1) Reduced tons shown for 2013-2020 are based on not operating Hutsonville and Meredosia. Reduced tons in 2017-2020 are less nearly two times (1.8) worst-case potential SO2emissions from FutureGen 2.0. Tons shown for 2013-2016 do not include any SO2 emissions for FutureGen 2.0 because FutureGen 2.0 is not scheduled to begin operations until mid2017.Exhibit 10 - 2

### EXHIBIT 11

AFFIDAVIT OF ARIC D. DIERICXAFFIDAVIT OF ARIC D. DIERICX



### I. Backgrou nd an d Qualifications

1. My name is Aric D

. Dieri cx. I am the Senior Dir ec tor

- Environmental Compliance for D ynegy Operating Company. Dyneg y Operating Company, an affiliate of Dynegy Inc. ("Dynegy " ), provides business services to Dynegy's operating subsidiaries, including Illi nois Power Holdings, LLC ( " IPH"), Dynegy Midwest Generation, LLC (" D MG "), and Dynegy Ke n daJl Energy, LLC. My business address is 604 Pi erce Blvd. , O ' Fallon , Illinoi s , 62269.

2. I have been employed w ith Dynegy in my current posit ion or si milar envir o nmental comp li ance positions for the past 13 years . Prior to th at and beginning in 1979 , I

was e mployed by Illi nois Power Company an d worked in it s environmenta l department. In February 2000 , D y n egy acquired Illino va Co rporation , the fossil fuel

- fired e lectric gene rating
assets of lllinois Power Company. I received a Bachelor of Science de gree in Meteorology from No rthern Illinois University in 1 979

.
3. As Senior Director

- Environmenta l Comp li ance, my responsibi lit ies include oversight of permitti ng , regulatory and policy development, and comp lianc e for air, 

### water , waste and other environmental matters at DMG ' s coal-fired power plants in 

### lllinois, as we U as Dynegy's power plants in 

### o ther states. My duties include supervising environmental staff personnel, representin g Dynegy before environmenta l reg ul atory agenc ies and go vernm e ntaJ

a uth orit ies, and developing and implementing envi ronrnentaJ compliance s trategie s. More specific all y, I am re sponsib l e for DMG ' s comp liance efforts regarding the Illinoi s multipo ll utant standard ( " MPS ") rul e by the DMG MPS Group, whi ch cons i sts of five coaJ-fired

### power plants (i.e

. , 

### ten electrical generating units) th at elected in to the MPS in 2007. 1 

### I was directly invo l ved in the 2006 and 2009 lllinois rul emaking proceedin gs co ncernin g development of th e MPS rule.

4. I am familiar with the contemplated transaction between IPH and Ameren Corporation ("Ameren " ), having led Dynegy's environmental due diligence efforts for th e transaction. I provide this affidavit in support of the Petition for Variance fi l ed b y IPH, AmerenEnergy Medina Valley Cogen, L.L.C. and Ameren Energy Reso urces, LLC ("AER") (" Petition for Variance " )

. I make this affidavit based on personal knowledge or on knowledge I have ob tain ed through inquiry of individuals employed by Dynegy or its affiliates.

II. The Proposed Variance's Compliance Plan Will Reduce Overall 

### S02 Emissions



### 5. The Petition for Variance includes as E xhib i t 10 two tables-- Table 1 and Table 2

-- that i dentif y the sulfur dioxide ("S0 2 ") emissions, in tons , that are expec t ed to occur from the

seven -pl ant AER MPS Group under the current Ameren MPS Group M ulti -Pollutant Standard rule (i.e., 

### 35 Ill. Admin Code 225.233(e)(3)) as compared to the projected S02 emissions under the compliance plan set forth in the Petition for Variance. The two tables are based on the format and content of the em is sions table used by AER in its variance petit ion proceeding , PCB 1 2

- 126, Petitioner ' s P ost-Hearing Brief, Exhibit 4 (referred to as Table 3 in the Post-Hearing Brief) (fi l ed Aug. 15, 2012).

6. Table 1 identifies S02 emissions for the seven -plant AER MPS Group for the period 2010 through 2020. Table 1 reflects two updates to the emissions ta ble u se d by AER in PCB 12-1 26. First, Table 1 includes th e AER MPS Group ' s actual S0 2 emissions for calendar

1 Jn 201 1 , DMG retired the Vermilion Pow e r Station and its two co a l -fir e d generat ing units.

2year 2012, as reported by AER. The actual tons of S02 emitted during 2012 by the AER MPS Group were less than projected in the emissions table used by AER in PCB 12-126. Second, Table 1 does not include S02 emissions in years 2013 thro u gh 2016 from the FutureGen 2.0 project, which is planned for development at t h e Meredosia facility, because, based on information provided by Ameren Services Company, the FutureGen 2.0 project is not expe ct ed
to begin operations until September 2017. With these two updates, as i de n tified in Table 1, the
comp l iance plan set forth in the Petition for Variance will resu lt in a net reduction of 74,303 tons of S0 2 over the period 20 1 0 -20 20. Furthennore, over the period 2012-2020, Table 1 i dentifies a 4 7' 178 ton net reduction in so2 emissions.

7. Table 2 identifies S0 2 emissions for the seven-plant AER MPS G r oup for the
per i od 2013 through 2020. As identified in Table 2, the compliance plan set forth in the Petition for Var iance will result in a net reduction of 7 , 778 tons of S02 over the period 2013-2020.

8. Accordingly , Tables 1 and 2 each show that the compliance plan in the Petition for Variance wou ld result in a net overall reduction of S02 emissions by achi eving additional
tons of S0 2 emissions reduction as compared to the tons of S0 2 emiss i ons reductions that w ould result from compliance w ith th e current Ameren MPS Group Multi-Pollutant Standard rule.

9. I have read the Pet ition for Varian ce and the facts sta t ed therein concerning the compliance plan, environmental impact, compliance wi th federal and Illinois l aw, and DMG 's environmt!ntal compl i ance activities are hue and correct to the best of m y knowledge and belief.

3FURTHER, Affiant sayeth not.

DATED :

Subscribed 

### and**swo~** before me this \ 

# -:f ay



# - of July , 20 1 3.

4**~,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,~ ~**  ''OFFICIAL SEAL"**~** 

### i LAUREN R. SCHMIERBACH**~ ~**  NOTARY PUBLIC-STATE OF IlliNOIS**~ ~**  MY COMMISSION EXPIRES MAR. 16, 2014 :**~,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,~**

### EXHIBIT 12

ENVIRONMENTAL IMPACT: AECOM MEMORANDUMAECOM 978-905-2100 tel 250 Apollo Drive 978-905-2100 fax Chelmsford, MA 10824



## Memorandum

To Illinois Power Holdings AmerenEnergy Medina Valley Cogen Ameren Energy Resources Page 1

Subject Health Effects Evaluation of Request for Variance from the Illinois Sulfur Dioxide Multi-Pollutant Standard by Illinois Power Holdings, AmerenEnergy Medina Valley Cogen, and Ameren Energy Resources
From Lisa JN Bradley, Ph.D., DABT Date July 18, 2013

The purpose of this memorandum is to provide a to xicologist’s perspective on the joint Petition for Variance sought by Illinois Power Holdings , LLC (IPH) and AmerenEnergy Medina Valley Cogen, LLC (Medina Valley) (collectively, “the Petitioner s”), along with Ameren Energy Resources, LLC (AER) as a Co-Petitioner. The information in this memorandum builds upon the variance from the Illinois Sulfur Dioxide (SO2) Multi-Pollutant Standard (MPS) sought by AER and granted by the Illinois Pollution Control Board on September 20, 2012. The commitments made by AER in the original variance proceeding are proposed, in this variance request, to be continued by IPH and Medina Valley. The variance is from the 2015 and 2017 MPS SO2 emission rate provisions applicable to the seven plants that are referred to as the Ameren MPS Group (Duck Creek, Coffeen, E.D. Edwards, Newton, Joppa, Meredosia, and Hutsonville). In March 2013, IPH and Ameren Corporation announced that they had entered an agreement under which IPH would acquire AER. When the sale is completed, IPH will cont rol the Duck Creek, Coffeen, E.D. Edwards, Newton and Joppa powe r plants, while Medina Valley will control the Meredosia and Hutsonv ille power plants, which are shuttered. The evaluation concludes that there would be no adv erse impact as a result of implementing the requested variance and proposed compliance plan, in fact, a net environmental benefit would be realized. In support of this conclusion, this memorandum provides: an overview of the Clean Air Act’s National Ambient Air Quality Standards (NAAQS) and a summary of SO2 emissions in the U.S. and Illinois; an analysis of t he impact of the requ ested variance; and a di scussion of the health effects information available regarding exposure to SO 2. A discussion of the variance request as it may relate to the U.S. Environmental Protecti on Agency (USEPA) revision in December 2012 of the NAAQS for annual PM2.5 (airborne particulate matter of 2.5 micrometers in diameter and smaller) is also included.AECOM 2



### THE CLEAN AIR ACT AND NAAQS The Clean Air Act (CAA) was originally passed in 1963, and in 1970 was amended to identify pollutants that may reasonably be anticipated to endanger public health and welfare and to issue air quality standards for them. SO2 and PM were included in the original constituents identified as a “criteria pollutant” and USEPA issued NAAQS in 1971 that have been updat ed periodically since then. The primary NAAQS are to protect public health, and the secondary NAAQS are to protect the public welfare, including animals, crops, visibility, and buildings. The current NAAQS for SO2 and PM are shown in Table 1, below. Table 1. NAAQS for SO2 and PM
Pollutant [final rule cite] Primary/ Secondary Averaging Time Level Form Sulfur Dioxide [75 FR 35520, Jun 22, 2010] [38 FR 25678, Sept 14, 1973] primary 1-hour 75 ppb (a) 99th percentile of 1-hour daily maximum concentrations, averaged over 3 years secondary 3-hour 0.5 ppm Not to be exceeded more than once per year

Particle Pollution

[78 FR 3086, January 15, 2013] PM 2.5 primary Annual 12 μg/m 3 annual mean, averaged over 3 years secondary Annual 15μg/m 3 annual mean, averaged over 3 years primary and secondary 24-hour 35 μg/m 3 98th percentile, averaged over 3 years PM 10 primary and secondary 24-hour 150 μg/m 3 Not to be exceeded more than once per year on average over 3 years (a) Final rule signed June 2, 2010. The 1971 annual and 24 -hour SO2 standards were revoked in that same rulemaking. However, these standards remain in effectuntil one year after an area is designated for the 2010 standard, except in areas designated nonattainment fo r the 1971 standards, where the 1971 standards remain in effect until implementation plans to atta in or maintain the 2010 standard are approved. Source: USEPA. 2012. National Ambient Air Quality Standards (NAAQS). Retrieved July, 17, 2013, from: http://www.epa.gov/air/criteria.html.

Title IV, the Acid Rain Program, of the Clean Air Act Amendments was enacted in 1990 and requires reductions in both SO2 and nitrogen oxides (NOx) emissions from the electric power industry. Since 1990, emissions of SO2 (and NOx) from the electric power sector have decreased dramatically, this at a time when the use of coal in the U.S. by the electric power sector has been increasing. Figure 1, below, grap hically illustrates these dramatic changes for the U.S. (US EIA, 2012). Figure 2 shows the trend in SO2 emissions in Illinois in recent year s, and Figure 3 shows the trends in ambient air concentrations of SO 2 for Illinois, including the decrease in SO2 concentrations since 2008 (IEPA, 2012).AECOM 3

Figure 1. Coal Consumption, and SO2 a nd Nitrogen Oxides Emissions Over Time

Figure 2. SO2 Emissions Trends (1000s of Tons/Year), IllinoisAECOM 4

Figure 3. SO2 24-hour Trends (ppb), Illinois



### THE MPS AND THE REQUESTED VARIANCE Specifics of the Requested Variance The MPS specifies a 0.5 lb/MMBtu SO2 emission rate until 2014 when the required emission rate is decreased to 0.43 lb/MMBtu, followed by a decrease to 0.25 lb/MMBtu in 2015. Under the MPS, the SO2 emission rate is further decreased to 0. 23 lb/MMBtu in 2017. The requested variance for the seven power plants in the Ameren MPS Group (a s defined above) seeks relief from meeting the 0.25 lb/MMBtu SO2 emission rate required by the provisions of the MPS beginning in 2015 and the 0.23 lb/MMBtu emission rate that is required begi nning in 2017. The commitments made by AER in the original variance proceeding are proposed, in this variance request, to be continued by IPH and Medina Valley. Specifically, IPH and Medina Valley are proposing a mitigation emission rate of 0.35 lb/MMBtu for the MPS Group that would take effe ct in 2013, which means that a more stringent SO2 emissions limitation will be in effect in 2013 and 2014 than would be otherwise in effect under the MPS rule. The MPS Group would comply with the 0.35 lb/MMBtu mitigation emission rate from 2013 through 2019, with the 2017 MPS emission rate of 0.23 lb/MMBtu being met beginning in 2020. Table 2 provides the comparison of MPS Group SO2 emissions under the provisions of the MPS rule and the requested variance, and these are shown graphically in Figure 4.AECOM 5

Table 2. The Ameren MPS Group Variance SO2 Limit Comparison to the Current MPS, 2013- 2020

Year Baseline Heat Input

MMBtu MPS SO2 Rate lb/MMBtu MPS Baseline

SO2 Tons Variance SO2 Rate lb/MMBtu Variance SO2 Tons Actual SO2 Emissions SO2 Reduced Tons (1) Net Variance

SO2 Tons Cumulative Reductions in SO2 Variance

Tons 2013 340,446,252 0.50 85,112 0.35 59,578 8,289 51,289 33,822 2014 340,446,252 0.43 73,196 0.35 59,578 8,289 51,289 55,729 2015 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 46,996 2016 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 38,263 2017 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 25,535 2018 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 12,807 2019 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 79 2020 340,446,252 0.23 39,151 0.23 39,151 7,699 31,452 7,778 Total 400,024 456,198 63,952 392,246 7,778
Note for the "Cumulative SO2 Variance Reduced Tons" column , a positive number indicates an emission decrease (benefit). (1) Reduced tons shown for 2013-2020 are based on not oper ating Hutsonville and Meredosia. Reduced tons in 2017-2020 are less nearly two times (1.8) worst-case potent ial SO2 emissions from FutureGen 2.0. Tons shown for 2013-2016 do not include any SO2 emissions for FutureGen 2.0 because FutureGen 2.0 is not scheduled to begin operations until mid-2017.
Figure 4. The Ameren MPS Group Variance SO2 Limit Comparison to the Current MPS, 2013- 2020

The blue line in Figure 4 represents the MPS Group’ s baseline SO2 emissions under the MPS rule and the black line represents projected SO2 emissions under the requested variance and compliance plan. As can be seen in the figure, SO2 emissions under the requested variance are considerably lower than the MPS emissions in 2013 and 2014 and are slightly higher in 2015 through 2019. However, the area representing the difference between the MPS and variance SO2 emissions from 2013 to 2014 is larger than the area between the MPS and variance SO2 emissions 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020SO2Emissions(tons)

Year Ameren MPS Group Variance SO 2 Limit Comparison to the Current MPS

Allowable Emissions Based on MPS Rate Total Future Emissions Based on Ameren MPS Group Variance Rate Net difference over time between SO 2 emissions based on the Ameren MPS Group variance rate and SO 2 emissions based on the MPS baseline rate is a decrease by 74,303 tons.AECOM 6

in 2015 through 2019. Therefore, there is an overall net improvement (i.e., decline) in SO2 emissions under the requested variance. It should be noted that since 2010 these power pl ants have voluntarily operated at lower SO2 emission rates than allowable under the MPS, dem onstrating a commitment to reducing emissions. If the reduced SO2 emissions starting in 2010 are taken into consideration, the positive difference between variance SO2 emissions and those allowabl e under the MPS is even larger (see Table 3 and Figure 5, below). Table 3. The Ameren MPS Group Variance SO2 Limit Comparison to the Current MPS, 2010- 2020

Year Baseline Heat Input MMBtu MPS SO2 Rate lb/M MBtu MPS Baseline

SO2 Tons Variance SO2 Rate lb/MMBtu Variance SO2 Tons Actual SO2 Emissions SO2 Reduced Tons (1) Net Variance

SO2 Tons Cumulative Reductions in SO2 Variance

Tons 2010 340,446,252 0.50 85,112 0.50 85,112 70,560 14,552 70,560 14,552 2011 340,446,252 0.50 85,112 0.50 85,112 72,538 12,574 72,538 27,125 2012 340,446,252 0.50 85,112 0.38 64,685 45,712 18,973 45,712 66,525 2013 340,446,252 0.50 85,112 0.35 59,578 8,289 51,289 100,347 2014 340,446,252 0.43 73,196 0.35 59,578 8,289 51,289 122,254 2015 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 113,521 2016 340,446,252 0.25 42,556 0.35 59,578 8,289 51,289 104,787 2017 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 92,060 2018 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 79,332 2019 340,446,252 0.23 39,151 0.35 59,578 7,699 51,879 66,604 2020 340,446,252 0.23 39,151 0.23 39,151 7,699 31,452 74,303 Total 655,359 691,106 110,050 581,056 74,303 Note for the "Cumulative Reductions in SO2 Variance T ons" column, a positive number indicates an emission decrease (benefit). (1) Tons shown for 2010, 2011 and 2012 are based on actual SO2 emissions. Tons shown for 2013-2020 are based on not operating Hutsonville and Meredosia. Tons shown for 2013- 2016 do not include any SO2 emissions for FutureGen 2.0 because FutureGen 2.0 is not scheduled to begin operations until mid-2017. For 2017-2020, reduced tons are less nearly two times (1.8) worst-case potential SO2 emissions from FutureGen 2.0. Figure 5. The Ameren MPS Group Variance SO2 Limit Comparison to the Current MPS, 2010- 2020

0 20,000 40,000 60,000 80,000 100,000

2013 2014 2015 2016 2017 2018 2019 2020SO2Emissions(tons)

Year Ameren MPS Group Variance SO 2 Limit Comparison to the Current MPS

Allowable Emissions Based on MPS Rate Total Future Emissions Based on Ameren MPS Group Variance Rate Net difference over time between SO 2 emissions based on the Ameren MPS Group variance rate and SO 2 emissions based on the MPS baseline rate is a decrease by 7,778 tons.AECOM 7

Lack of Adverse Impact of the Variance Over the course of the entire per iod 2013-2020, the total tons of SO2 reduced in the atmosphere will be greater if the requested variance is granted than if it is not. The source of reduction in SO2 emissions attributable to granting the variance peri od is two-fold: 1) the MPS Group will emit less SO2 via a mitigation emissions rate representing a 19% to 30% reduction in the MPS allowable SO2 emissions rate through 2014; and 2) the Hutsonville and Meredosia coal-fired power plants will remain shuttered through 2020, which will result in less coal being burned and less SO2 being emitted. Based on the emissions mitigation commitments in the requested variance, granting the variance request would not result in an adverse impact and, in fact, would result in an overall net health benefit. 

### THE POTENTIAL FOR ADVERSE HE ALTH EFFECTS FROM SO2 While concerns about potential health effects associated with exposure to SO2 are understandable, there are misconceptions about what the scientific research is telling us. From controlled studies with human subjects, there appears to be a continuou s spectrum of sensitivity to SO2, with some people being completely unaffected by concentrations that lead to severe bronchoconstriction in others. Asthmatics are particularly sensitive to t he effects of SO2 and the effects are enhanced if sufficient amounts of SO2 reach the lower regions of the lungs, which is more likely to occur during mouth breathing (as opposed to breathing through the nose) and exercise. Maximum effects of SO2 occur within a few minutes and continued ex posure does not typicallyincrease the response and the effects are generally short-lived and completely reversible (WHO, 2006). However, more studies than not have failed to fi nd statistically significant associations between long-term and short-term SO2 concentrations and adverse health outcomes on an epidemiological basis, indicating that the apparent associations found in the laboratory may well be due to other factors in an environmental setting. In fact, USEPA has concluded that there is not a causal relationship between long-term SO 2 exposure and respiratory effects or mortality (USEPA, 2008). While USEPA has concluded that the results of clin ical studies in which humans are exposed to SO2 concentrations much higher than those found in ambient air support a causal relationship between respiratory morbidity and short-term exposu re to SO2, nine of the 10 primary epidemiology studies attempting to correlate short-term expos ure to asthma-related emergency room visits or hospitalizations relied upon by USEPA found eith er no association or very small positive associations. USEPA further conc ludes that the evidence on short-term SO2 exposure is only suggestive of a causal relationship with morta lity (USEPA, 2008). Therefore, although there is a public perception of a correlation between SO2 and h ealth effects, when the studies providing the underlying support for such declarations are more closely examined, it becomes clear that the association between SO2 exposure and respiratory health effects and mortality is not a scientific certainty. Asthma Prevalence in the U.S. Asthma is the health effect most commonly cit ed as associated with SO2 exposure, and there is public concern about rise in asthma in the U.S. population. However, there are many theories about the rise in asthma over the past 30 years, and exposure to outdoor pollution is probably the least plausible explanation given that the air qua lity in Illinois (IEPA, 2012) and the nation as a whole, specifically with respect to SO2 emission s, has improved dramatically during the same time period over which asthma prevalence has increased.AECOM 8

This theory of causality cannot be supported when the dramatic decreases in SO2 emissions in the U.S. by the electric power sector is compared to asthma prevalence data. As shown in Figure 6, below, asthma prevalence increased from 1980 through 1996 (MMWR, 2007). Less dramatic increases have occurred from 2001 through 2010 (CDC, 2012), as shown in Figure 7 below. Figure 6. Asthma Prevalence 1980 - 1996

Figure 7. Asthma Prevalence 2001 - 2010

NOTES: Asthma prevalence refers to percentage of peopl e who have ever been diagnosed with asthma and still have asthma. Data are age adjusted to the 2000 U.S. standard population. SOURCE: CDC/NCHS, National Health Interview Survey.AECOM 9

Thus, the perceived connection between the rising pr evalence of asthma in the U.S. is not borne out by the dramatic decreases in SO2 emissions ov er the same time period. The distribution of asthma in other countries also fails to implicate SO2 or other pollutants as an aggravating factor. Some of the highest asthma mortality rates occur in Australia and New Zealand, which have excellent air quality. Asthma is more prevalent in rural areas of the Scottish highlands, which have some of the lowest ozone concentrations in the wo rld, than in more urban and polluted parts of the United Kingdom, according to a recent report (Friebele, 1996). Changes in the diagnostic coding of asthma and survey questions in self-reporting asthma questionnaires over the last 30 years have likely altered the diagnosis of asthma cases and caused changes in prevalence and incidence statistics. T he International Classification of Diseases (ICD) provided by the World Health Organization (WHO) was revised in 1978 (9th revision) and 1990 (10th revision) resulting in a change to the coding of asthma. In the ICD 8, a patient with “asthmatic bronchitis” would have been coded under bronchitis , while in ICD 9 this same person would be coded under asthma (Marcus and Braman, 2010). One study that analyzed asthma patient records found an increase in patients with an asthma classi fication that had a history of smoking in the 1980s versus the 1970s. The cause of this difference was attributed to the change in classification of asthmatic bronchitis from a bronchitis heading to an asthma heading, resulting in asthmatic bronchitis patients now falling under the umbre lla of asthma in the 1980s (Marcus and Braman, 2010). This change in coding may also influence t he validity of epidemiology studies that look at hospital emergency room (ER) visits for asthma as potential indicators of an association between ambient pollutant concentrations and respiratory effects over years during which changes in the asthma definition has changed. A large source of asthma surveillance data is compiled by the National Center for Health Statistics of the Centers for Disease Cont rol and Prevention (CDC) under the National Health Interview Survey (NHIS). The NHIS questions used to evaluate asthma prevalence changed in 1997 and 2001, resulting in three separate types of question s that could impact asthma prevalence estimates from 1980 to 1996, 1997 to 2000, and 2001 to the present (National Heart and Lung Institute; www.nhlbi.nih.gov/health/prof/lung/asthma/surveil.htm ). These changes prevent comparisons of reported asthma rates from 1980 to 1997 to the more recent data set from 1997 to 2001 and from 2001 to 2010, and illustrate the potential variability in reported asthma prevalence depending on how asthma questions are phrased, and what sort of asthma information is requested (lifetime incidence versus episodes in the past 12 months, fo r example). Thus the prevalence graphs above a provided for two time periods. The increase in asthma cases may also be partially explained by factors relating to changes in healthcare access and physician perceptions. The diagnosis of asthma may have become more likely than a similar diagnosis of bronchitis orchronic obstructive pu lmonary disease (COPD) among patients with similar symptoms. One study looked at healthcare data from Manitoba, Canada from 1980-1990 and found a statistically sign ificant increase in asthma diagnosis above background increases found for other diseases wi th similar symptoms over that time period (Manfreda et al., 1993). The study attributes some ofthe increase to an increase in the likelihood of asthma diagnoses. Another factor that may have contributed to t he apparent increase in childhood asthma prevalence is that children spend much more time indoors today than they did 30 years ago. In addition to contributing to the development of asthma, expos ure to various indoor air irritants can also exacerbate asthma symptoms. Cat, cockroach, and house mite dust allergens have all been causally linked to exacerbation of asthma symptoms in sensitive individuals, and environmentalAECOM 10

tobacco smoke exposure has also been causally linked to exacerbation of asthma symptoms in young children (Institute of Medicine, 2000). Therefore, the suggestion that SO2 emissions are si gnificant contributors to the rise in reported asthma cases (and other diseases) is not supported by evidence in the literature. Long-term Health Evaluation Despite the calculations demonstrating an overa ll reduction in the tonnage of SO2 emissions over the variance period (see Tables 2 and 3 and Figures 4 and 5 above), there is the concern that potential harm could occur during the period of the increase in emissions that would be allowed between the years of 2015 and 2019 un der the requested variance. While looking exclusively at the MPS Group plants there could, theoretically, be additional adverse health outcomes between the years of 2015 and 2019, t hose theoretical health effects will be offset by fewer theoretical adverse health outcomes in the years of 2013 and 2014. Specifically, because the magnitude of the emission reductions during 2013 and 2014 is greater than the increased SO2 emissions that will occur between 2015 and 2019, ther e are fewer adverse health effects overall. In addition, because the requested variance and propo sed compliance plan include the commitment to keep the Hutsonville and Meredosia power plants shutdown, the requested variance will ensure a reduction in emissions of other pollutants that otherwise would be allowed under the MPS. Therefore, the health benefits of approving t he requested variance outweigh the potential for adverse health effects, resulting in an overall health benefit, when the entire period of the requested variance taken into account. Assuming that one accepts that the SO2 emissions pose a health threat, the requested variance represents a tradeoff between greater reductions in health effects in 2013 and 2014 in exchange for smaller reductions in health effects between the years of 2015 and 2019. It is important to note that the above discussion is predicated on the assumption that the C-R (concentration-response) relationships reported in early epidemiological studies indicate causal relationships between the SO2 exposur es and adverse health effects. However, in most studies that have examined the potential for confounding by other co-pollu tants (particulates, ozone, nitrogen oxides), the small associations observed between ambient SO2 concentrations and adverse health outcomes usually become null when two-pollutant models are used, indicating that the associations are stronger fo r the other pollutants or that there is no association with SO2 (USEPA, 2008; USEPA, 2009; Goodman et al., 2010). [See also the discussion below on particulate matter.] As a result, more studies t han not have failed to find statistically significant associations between long-term and short-term SO2 concentrations and adverse health outcomes. According to the USEPA’s own Integrated Scienc e Assessment (ISA, USEPA, 2008) prepared in support of the most recent SO2 NAAQS review, “Overall, the epidemiologic studies do not provide sufficient evidence to infer a causal relations hip between long-term exposure to SO2 and asthma, bronchitis, or respiratory symptoms”. The USEPA ISA also concluded that “The available epidemiologic evidence on the effect of long-term exposure to SO2 on mortality is inadequate to infer a causal relationship at this time” (USEPA, 2008). The USEPA ISA does conclude that “the human clin ical, epidemiologic, and animal toxicological data are sufficient to conclude that there is a caus al relationship between respiratory morbidity and short-term exposure to SO2” and that “The evidence is suggestive of a causal relationship between short-term exposure to SO2 and mortality”. Ho wever, of the 10 primary epidemiology studies attempting to correlate short-term (daily) SO2 ex posures to adverse health outcomes relied upon by USEPA, nine found either no association or verysmall positive associat ions between daily SO2 concentrations and asthma-related emergency room visits or hospitalizations. Among the studiesAECOM 11

for which weak positive associations were observed, conclusions were either: 1) based only on results from single-pollutant models (i.e., multiple pollutant models were not used, which are applied to determine confounding by co-pollutants); or 2) ba sed on results from single-pollutant models that were not statistically signi fi cant in two-pollutant models. Statistical significance is key to determining ifexposure and effect are causally associated. Determining whether the effect is isolated, independe nt, or secondary to a known effect of exposure is also important because these types of effects may be the result of other factors not related to the exposure of interest (Goodman et al., 2010). Isolat ed effects occur in only a few test subjects and independent effects are those which occur in the absence of other effect s expected via the same mechanism of action. The fact that these effects occur inconsistently and lack biological plausibility is an indication that they are more likely due to another factor or measurement error rather than exposure related. A test of statistical signific ance helps determine whether effects are caused by the exposure under study. These tests compare differences between exposed and non-exposed groups of test subjects as opposed to evaluating e ffects in independent individuals. If the difference between exposed and non-exposed groups is not stat istically significant, the exposure is either insufficient to cause the effect under study or the study is not sufficiently powered, most likely due to having too few test subjects. Only one of the 10 epidemiological studies (NYSD OH, 2006) correlating daily SO2 concentrations to adverse health outcomes relie d upon by USEPA in the latest NAAQS review found a marginally statistically significant associat ion with increased SO2 levels in both single-and two-pollutant models. However, the authors of that one study acknowledged that co rrelations between copollutants made these results difficult to interpret. Short-term Health Evaluation Concern has been raised previously that the long-term cumulative SO2 reductions do nothing to help communities with short-term pollution impacts an d it is those short-term impacts that happen to children and the elderly population across the state. However, it is not correct that cumulative SO2 reductions do nothing to abate short-term pollut ant impacts. Long-term concentrations are not completely independent of short-te rm concentrations of the same pollutant. In fact, USEPA has performed extensive evaluations to determine rela tionships between short-term and longer-term concentrations of various pollutants and has on occasion set a longer-term standard to limit the relative frequency with which shorter-term exposur es will exceed a particular level. In addition, USEPA’s screening modeling guidance indicates that for a point source it can be assumed that the maximum daily average concentration is 0.4 of the maximum 1-hour and that the maximum annual concentration is 0.08 of the max 1-hr ( http://www.colorado.gov/airquality/permits/screen.pdf ). From this we can infer 24-hour to annual ratio of 0.4/0.08 = 5. Thus, it is widely accepted that long-term and short-term concentrations are related to one another. For this reason, the overall net reduction in SO2 provided by the requested variance in comp arison to the MPS rule is also expected to have an effect on reducing short-term exposu res over the variance time period. SO2 Levels Concern has also been expressed previously that high levels of SO2 (and NOx) can exacerbate respiratory systems in at-risk individuals (e.g., ch ildren, the elderly), including asthma and COPD attacks. The operative words regarding this concer n are “high levels.” There are many controlled human studies that have exposed healthy and asthma tic test populations to SO2 and that have measured small lung function decrements in the as thmatic population, particularly at higher than normal exertion levels. However, most fail to show a statistically significant response, and even in asthmatics (a sensitive subpopulation), responses are only seen at high concentrations on the orderAECOM 12

of 250 ppb (715 μg/m3) over a 10 minute period (WHO, 2006). Peak exposures in the range of 4,000 ppb (11,440 μg/m3) to 5,000 ppb (14,330 μg/m3) are required for reductions in mean lung function in normal (non-asthmatic) individuals at rest. No significant changes in group mean lung function in healthy individuals have been seen below short-term exposures of 1000 ppb (2860 μ g/m3), even with exercise (WHO, 2006). To put the SO2 concentrations above into context, according to the Illinois EPA 2011 Air Quality Report (IEPA, 2012), the statewide average 24-hour SO2 concentrat ion for 2011 was 39 μg/m3 (15 ppb) and was the same in 2010, and 45 μg/m3 (17 ppb) in 2009. The statewide average 1-hour high in 2011 was 165 μg/m3 (63 ppb), compared with 197 μg/m3 (75 ppb) in 2010, 212 μg/m3 (81 ppb) in 2009 and 335 μg/m3 (128 ppb) in 2008. Therefore, not only have the air concentrations monitored in Illinois been well below levels demonstrated to cause respiratory effects in healthy and asthmatic individuals, there has been an overall down ward trend in SO2 concentrations in the state (corresponding to the national data). See Figures 1, 2 and 3 above. In the original variance proceeding, reference was made to a 2010 study conducted by the National Research Council (NRC) that indicated that annual health related damages from particulate, SO2 and NO2 cost $62 billion in 2005 alone. The concentra tion-response (C-R) relationship used in the NRC Health Impact Assessment (HIA) to estimate damages associated with SO2-related hospital admissions was from a study conducted by Sheppard et al. (1999). However, this study, like most SO2 epidemiology studies, failed to find an asso ciation between ambient SO2 concentrations and asthma-related hospital admissions, as wa s clearly acknowledged by the authors. The C-R function is a key component of HIAs because it is this function that allows the effect of interest to be linked in a quantitative way to in cremental changes in concentrations by assuming a response continuum. However, C-R relationships are calculated for all pollutants and health endpoints examined in a scientific study by the authors, even for those po llutant-health effect pairings that are determined through statistics not to be associated with the exposure of interest. Therefore, it is up to those conducting the HIA (indi viduals other than the scientific study authors) to choose appropriate C-R relationships for use in modeling. It is disconcerting that the NRC study would use a C-R function from a study in wh ich the ambient SO2 concentrations and asthmarelated hospital admissions were determined not to be correlated and casts doubt on the validity of the entire NRC report. This is a clear example of how findings published in the scientific literature are often misinterpreted and inadverte ntly or intentionally misused. Epidemiological Studies Concerns have been raised previously that rese arch demonstrates that even moderate levels of SO2 are associated with bronchospasm. Indeed, in the original variance proceeding reference was made to the USEPA’s ISA (USEPA, 2008) to support the assertion that epi demiologic studies have observed respiratory effects in areas where the SO 2 concentration was below the regulatory level in place at the time. However, the evidence ofrespiratory effects below the 24-hour NAAQS referenced in the ISA comes entirely from epidemiologi cal studies. To put this finding into context, it is important to understand what epidemio logical studies can and cannot do. Observational epidemiological studies attempt to determine which factors are associated with diseases (risk factors) and which factors may pr otect people or animals against disease (protective factors). However, epidemiological studies cannot prove that a specific risk factor actually causes the disease being studied. This is because epidem iological studies cannot control for, nor can they necessarily identify, all of the factors that may influence a health outcome. Therefore, they are plagued with issues of confounding. For example, if coffee drinkers were more likely to also be cigarette smokers, and a study was conducted to explore potential associations between coffeeAECOM 13

drinking and lung cancer, without taking the smoking habits of the coffee drinkers into account, smoking would be a confounder and the results may seem to show that coffee drinking increases the risk of lung cancer. Epidemiological evidence can only show that a risk fa ctor is or is not associated (correlated) with a higher incidence of disease in the population exposed to that risk factor. T he higher the correlation, the more certain the association; but causation cannot be proven in these studies. Therefore, the fact that there may be studies showing that hospi tal admissions or emergency room visits were increased in an area where short-term SO2 co ncentrations were below the NAAQS does not necessarily mean that the SO2 co ncentrations caused the increase in hospital admissions. Studies that use population level data, such as respiratory hospital admissions or emergency room visits obtained from databases without collecting any data on the individuals involved, are prone to what is known as “ecologic fallacy.” This occurs when a correlation observed at the population level is assumed to apply at the individual level. Wit hout information on whether the correlations were statistically significant and whether co-pollutant s and other intervening variables were properly controlled for, it is not possible to know what the implications of the findings are or if the statement even accurately characte rizes the findings. Thus, while USEPA’s ISA may have noted that epidemi ologic studies observed respiratory effects in areas where the SO2 concentration was below the regulatory level in place at the time, the respiratory effects were not necessarily due to SO 2 exposure. This is discussed in more detail below. Particulate Matter Epidemiological data do indicate that particulate matter is a stronger causal agent for mortality and morbidity (i.e., effects other than mortality) than gaseous SO2, and gaseous SO2 is usually found in association with particulate matter, as SO2 is a precursor for fine sulfate particles. The original scientific health data on particulates, both PM10 (airborne particulate matter of 10 micrometers in diameter and smaller data) and PM2.5 only measur ed the total amount of PM, and certain adverse health effects are correlated with total PM, whether measured as PM10 or PM2.5. However, the scientific and regulatory communiti es understood that PM can have many different sources, and many different compositions. The Na tional Academy of Sciences, National Research Council report (NRC, 2004) states: “The currentNAAQS for PM is both size and mass-based and implicitly assumes that all particles of a given size have the same toxicity per unit mass, irrespective of chemical composition. In the committ ee’s judgment, this mass-based NAAQS greatly oversimplifies complex biological phenomena.” Thus, recent studies have focused on speciating t he types of PM present in ambient air, and these studies indicate that the sulfate component of PM2. 5 is not associated with adverse health effects; instead, indications are that carbonaceous forms of PM2.5 (black carbon, elemental carbon, such as emitted from diesel engines or the combusti on of residual oils) are the critical health determinants. However, recent epidemiological studies have not shown a correlation between adverse health effects and ambient SO2, or its particulate product, sulfate.

 Metzger et al. (2004) demonstrated that 1-hr SO2 and 24-hr PM2.5 from sulfates were not associated with hospital emergency room visits for cardiovascular disease symptoms in aAECOM 14

study of 31 hospitals in the Atlanta area. A ssociations were shown for NO2, CO, PM2.5, organic carbon, elemental carbon, and oxygenated hydrocarbons.

 Schwartz et al. (2005) demonstrated that ther e were no associations between heart rate variability (HRV), an indicator of potential cardiovascular complications, and ambient SO2 or NO2 in a group of elderly residents in Boston, nor for secondary PM. Total PM2.5 was correlated with adverse HRV values, but blac k carbon, a traffic-related component of PM2.5, had the strongest correlation with adverse HRV values. The remaining secondary PM had a weak association with one adverse indicator.

 Jerrett et al. (2005) studied health outcome s in 51 cities originally evaluated by the American Cancer Society (ACS). Relative Risks (RR) for sulfate [PM2.5 component] exhibit a large decline from the 1980s to the 1990s. In contrast, PM2.5 RRs follow the opposite pattern, with larger RRs later in the 1990s. The authors state that “The reduction in sulfate RR may have resulted from air quality improvements that occurred through the 1980s and 1990s in response to the acid rain control program. PM2.5 concentrations also declined in many places, but toxic mobile sources are now the largest contributors to PM in urban areas. This may account for the heighte ned RR of mortality associated with PM2.5 in the 1990s.”

 Reiss et al. (2007) reviewed the “Evidence of Health Impacts of Sulfate- and NitrateContaining Particles in Ambient Air.” Theyconclude: “In total, the epidemiologic and toxicologic evidence provide little or no supportfor a causal association of PM sulfate and health risk at ambient concentrations.” There is general consensus that SO2 is unlikely to be causally associated with mortality. Wher e adverse outcomes are associated with SO2, they indicate that SO2 may be a surrogate for some other exposure.

 Black carbon, an indicator of traffic emission s, is consistently associated with adverse health outcomes in the studies where speciation of the components of PM2.5 is conducted. Interestingly, where PM2.5 and the sulfate component are measured, but black carbon is not measured, the secondary sulfate componentof PM2.5 will track with adverse health effects; this is considered to be a phenomenon of “transference” of health associations from a poorly or measured parameter to one that is well measured. However, where SO2 and/or sulfate (the PM2.5 component ) are measured, significantadverse health outcome associations are rarely demonstrated (Grahame, 2009). Attachment 2 provides an evaluation of PM2.5 m easurements in the vicinity of the MPS Group power plants. The results indicate that there is no evidence to suggest that the power plants are contributing to elevated PM2.5 concentrations. PM2.5 concentration trends are decreasing at the monitoring locations, and this trend is expected to continue, and there is no reason to conclude that the requested variance will adver sely impact these results. Health-Outcome Predictive Tools Concerns have also been raised based on reported statistics for deaths associated with emissions from specific power plants, including, statisti cs from the Power Plant Impact Estimator Software Tool located at http://www.catf.us/resource s/publications/view/138 and its accompanying report entitled, “Toll from Coal: An Updated Assessment of Death and Disease fr om America’s Dirtiest Energy Source.” This study was commissioned bythe Clean Air Task Force (CATF, 2010). The underlying assumptions used in deriving these stat istics are not particularly transparent, even upon examination of the technical support document for the estimator tool and Toll from Coal report (Abt, 2010). However, one thing noted is that the C-R relationship for SO2 exposure and asthma-relatedAECOM 15

hospital admissions used in the tool was from a study (Sheppard et al., 1999) that failed to find an association between ambient SO2 concentration s and asthma-related hospital admissions (a shortcoming noted for the NRC repo rt discussed above). Although t hese types of evaluations are becoming increasingly more common, use of these C-R relationships are subject to significant uncertainty related to their generalizability and accuracy. One thing is certain, C-R relationships from studies that fail to establish an association between the exposure and effect of concern should not be extrapolated to other situations in the hopes of providing accurate predictions of adverse health outcomes. The other comments made abov e about C-R relationships and their use apply here as well. Public Perceptions The public debate on air pollution coupled with the se nsationalized air pollution health stories in the media have created the appearance that harm from air pollution is much greater and more certain than suggested by the underlying sc ientific evidence. According to Dr. Joel Schwartz (2006), whose work on the relationship between respiratory hospital admissions and ambient air pollutants is amongst some of the most highly cited and who is one of the prem ier authors of many epidemiological studies that have been relied upon by USEPA in establishing and re-evaluating the NAAQS, “the incentives in air pollution heal th research encourage riskexaggeration...Through exaggeration, omission of contrary evidence, and lack of context, regulators, activists, and even many health scientists misrepresent the results of air pollution health studies and the overall weight of the evidence from the research literature” (Schwartz, 2006). Dr . Schwartz’ work is cited across multiple fields, including Clinical Medicine, Environment & Ecology, Biology & Biochemistry, and Pharmacology & Toxicology. http://www.esi-topics.com/airpo ll/interviews/JoelSchwartz.html Attached is a copy of “Air Pollution and Health: Do Popular Portrayals Reflect the Scientific Evidence?” by Dr. Joel Schwartz, which provides se veral case studies aimed at demonstrating that misinformation about air pollution is a pervasive problem. The Schwartz (2006) article demonstrates why it is so important for those invo lved in evaluating and setting health policy to look deeper than the summaries of studies provided by ot her governmental agencies, health scientists in press conferences, and activists in hearings. 

### CONCLUSION There is no question that very high levels of po llution can kill, as occurred during the “London Fog” of 1952, when soot and SO2 were at levels orders of magnitude higher than those experienced in developed countries today and visibility was less than 20 feet. However, claims that low levels of pollutants cause death is based on observational stud ies, many of which have not controlled for copollutants and lifestyle variables and usually do notcontemplate regional disease patterns that have nothing to do with air pollution. It is noteworthy that researchers have been unable to evoke adverse health outcomes in animals with SO2 concentrations anywhere near as low as those found in ambient air today. And the preponderance ofthe evidence from a variety of epidemiological studies indicates, as noted above, where SO2 and/or sulfate (the PM2.5 co mponent) are measured, significant adverse health outcome associations are rarely demonstrated (Grahame, 2009).AECOM 16

More specifically related to the requested variance that is the direct subject of this Memorandum, this evaluation concludes that there would be no adv erse impact as a result of implementing the requested variance and, in fact, a net environmental benefit would be realized.
Sincerely,

Lisa JN Bradley, Ph.D., DABT Vice President and Senior Toxicologist

Enclosures: Attachment 1. References Attachment 2. Regional Evaluation of PM2.5 Attachment 3. Schwartz, J. 2006. Air Pollu tion and Health: Do Popular Portrayals Reflect the Scientific Evidence? American En terprises Institute for Public Policy Research. Environmental Policy Outlook, No. 2. Attachment 4: Resume for Lisa JN Bradley, Ph.D., DABTAECOM 17



### Attachment 1: ReferencesAECOM 18

REFERENCES Abt. 2010. Technical Support Document for the Power plant Impact Estimator Software Tool. Abt Associates Inc. CATF. 2010. Toll from Coal: An Updated Assessment of Death and Disease from America’s Dirtiest Energy Source. Clean Air Task Force. September. CDC. 2012. Trends in Asthma Prevalence, Health Care Use, and Mortality in the United States, 2001–2010. National Center for Health Statistics Data Brief No. 94. Centers for Disease Control and Prevention (CDC), U.S. Department Of Health And Human Services. May 2012. Friebele, E. 1996. The attack of Asthma . Environ Health Persp., 104: 22-25. 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 of sulfur dioxide. Reg. Toxicol. Pharmacol. 58:308–322. Grahame, TJ. 2009. Does improved exposure info rmation for PM2.5 constituents explain differing results among epidemiological studies? Inhal ation Toxicology, April 2009; 21(5);381-393. IEPA. 2012. Illinois 2011 Annual Air Quality Report. November2012. Illinois Environmental Protection Agency. http://www.epa.state.il.us/air/a ir-quality-report/2009/index.htm

. Institute of Medicine. 2000. Clearing the Air: Asthma and Indoor Air Exposures. National Academy Press. Executive Summary. http://www.nap.edu/openbook.php?isbn=0309064961

. Jerrett, M., K.B. Newbold, R.T. Burnett, G. Thurston, R. Lall, C. A. Pope III, R.M.P. De Luca, M. Thun, J. Calle, and D. Krewski. 2007. Geographies of uncertainty in the health benefits of air quality improvements. Stoch Enviro n Res Risk Assess, 21:511-522, May. Marcus, P. and S.S. Braman. 2010. International Classification of Diseas e Coding for Obstructive Lung Disease Does it Reflect Appropriate Clinical Documentation? CHEST, 138 (1). July 2010. Manfreda, J., Becker, A. B., Wang, P. Z., Roos, L. L., and Anthonisen, N. R.. (1993). Trends in physician-diagnosed asthma prevalence in Manitoba between 1980 and 1990. Chest, 103:151-157. Metzger, K.B., P.E. Tolbert, M. Klein, J.L. Peel , W.D. Flanders, K. Todd, J.A. Mulholland, P.B. Ryan, and H. Frumkin. 2004. Ambient Air Pollution and Cardiovascular Emergency Department Visits. Epidemiology 15(1):46-56. January. MMWR. 2007. National Surveillance for Asth ma --- United States, 1980—2004. Center for Disease Control. Morbidity and Mortality Weekly Report, October 19, 2007 / 56(SS08);1- 14;18-54. NRC. 2004. Research Priorities for Airborne Particulate Matter: IV: Continuing Research Progress. National Research Council. Nati onal Academy of Sciences, Washington, D.C.AECOM 19

NYSDOH. 2006. April. New York State, Dept. of Health. A study of ambient air contaminants and asthma in New York City. Part A: a comparison of ambient air quality in the Bronx and Manhattan. Part B: air contaminants and emergency department visits for asthma in the Bronx and Manhattan (Final). Report to Agency for Toxic Substances and Disease Registry (ATSDR); New York State, Energy Resear ch and Development Authority. NTIS PB2006- 113523, July, 260p. http://www.nyserda.ny.gov/en/ Publications/Research-andDevelopment/ Environmental/ EMEP- Pub lications/~/media/Files/Publications/ Research/Environmental/ EMEP/Report%2006 _02_web.ashx Reiss, R., E.L. Anderson, C.E. Cross, G. Hidy, D. Hoel, R. McClellan, and S. Moolgavkar.2007. Evidence of Health Impacts of Sulfate- and Ni trate-Containing Particles in Ambient Air. Inhalation Toxicology, 19:419–449, 2007. Schwartz, J., A. Litonjua, H. Suh, M. Verrier, A. Zanobetti, M. Syring, B. Nearing, R. Verrier, P. Stone, G. MacCallum, F.E. Speizer, and D. R. Gold. 2005. Traffic related pollution and heart rate variability in a panel of elderly subjects. Thorax 60:455–461. Schwartz, J. 2006. Air Pollution and Health: Do Popu lar Portrayals Reflect the Scientific Evidence? American Enterprises Institute for Public Po licy Research. Environmental Policy Outlook, No. 2. www.aei.org

. Sheppard, L., D. Levey, G. Norris, T.V. Larson, and J.Q. Koenig. 1999. Effects of Ambient Air Pollution on Nonelderly Asthma Hospital Admi ssions in Seattle, Washington, 1987-1994. Epidemiology, 10(1). January 1999. USEPA. 2008. Integrated Science Assessment for Sulfur Oxides-Health Criteria. EPA-600/R08/047F. September. USEPA. 2009. Risk and Exposur e Assessment to Support the Review of the SO2 Primary National Ambient Air Quality Standards: Final Report. EPA-452/R-09-007. July. US EIA. 2012. Annual Energy Review. Energy Information Administration. http://www.eia.gov/totalenergy/data/annual/ WHO. 2006. Air Quality Guidelines, Global Up date 2005. Particulate Matter, ozone, nitrogen dioxide and sulfur dioxide. World Health Organization Regional Office for Europe.AECOM 20



### Attachment 2: Regional PM2.5 EvaluationAECOM 978.905.2100 tel 250 Apollo Drive 978.905.2101 fax Chelmsford, MA 01824-3627



## Memorandum

To Lisa Bradley Page 1 CC Carlos Szembek, Bob Paine Subject Ambient PM2.5 Concentrations – Ameren Power Plants, Illinois

From Brian Stormwind Date July 10, 2013

Review of PM 2.5 Monitoring Data in the Vicinity of the Ameren Power Plants to be Purchased by Illinois Power Holdings (IPH) Figure 1 shows the location of the power plants and closest and most representative PM 2.5ambient air quality monitors relative to each plant. The proximity, surrounding land use (e.g., rural or urban) and prevailing wind direction were considered in selecting representative monitors, although monitors in all directions were reviewed for consideration. For facilities with a lack of nearby monitors, distant monitors that were not necessarily representative of the facility locations were included for reference. The monitors with respect to each power plant are reviewed below. The source of the PM 2.5monitoring data is U.S. EPA’s AirData website 1 . The AirData site provides annual summaries of measured concentrations from state-run ambient air quality monitors including the design concentrations used to evaluate the monitor results relative to the National Ambient Air Quality Standards (NAAQS). The PM 2.5 NAAQS are as follows:

x 24-hour = 35 μg/m 3 ; design value is the 3-year average of the 98 th percentile daily concentration.

x Annual = 12 μg/m 3 ; design value is the 3-year average of the annual mean concentration. Discussion of Individual Power Plants and Surrounding PM 2.5Ambient Air Monitors E.D. Edwards and Duck Creek Due to the proximity of the E.D. Edwards and Duck Creek power plants, the monitors for these have been grouped together. No representative monitors for these facilities were found north of the nearest monitor at Peoria (Figure 1). The prevailing wind pattern for both these facilities is shown in Figure 2, with wind primarily from the south.

1 http://www.epa.gov/airdata/ad_rep_mon.htmlAECOM 2

The E.D. Edwards power plant is located in Bartonville, IL in Peoria County. The closest PM 2.5 monitors relative to the E.D. Edwards plant are located in Peoria, IL, 13 km to the northeast; in Normal, IL, 57 km to the east southeast; Springfield, IL, 86 km to the south and Decatur, IL, 103 km to the south-southeast. Further out (and upwind) from E.D. Edwards are the Keokuk, IA monitor, 148 km to the west and the Quincy, IL monitor 148 km to the southwest. The most recent 3 years of data and corresponding design values for these monitor stations are summarized in Table 1. The monitoring data indicate compliance with the NAAQS and a likely decreasing trend as 2012 data were consistently lower than 2011. The trend of decreasing PM 2.5 concentrations is expected due to consistent reductions in precursor emissions, as noted by EPA in their June 2013 trends update available at http://www.epa.gov/ttnchie1/trends/

. The Duck Creek power plant is located east-southeast of St. David, IL in Fulton County. The closest PM 2.5 monitors relative to the Duck Creek facility are located in Peoria, IL, 42 km to the northeast; Springfield, IL, 77 km to the south-southeast; Normal, IL, 84 km to the east; Decatur, IL112 km to the southeast; Keokuk, IA, 121 km to the west; and in Quincy, IL, 132 km to the westsouthwest. The most recent 3 years of data and corresponding design values for the monitor stations are summarized in Table 1. The monitoring data indicate compliance with the NAAQS and, similar to the monitors surrounding the E.D. Edwards plant, a likely trend for decreased concentrations as the 2012 data were consistently lower than the previous two years. Table 1: PM 2.5Monitor Concentrations – E.D. Edwards and Duck Creek Power Plants
Monitor Ave. Period Ranking Design Concentrations (μg/m 3 ) NAAQS (μg/m 3 ) 2010 2011 2012 3-yr Ave Peoria, IL ID 17-143-0037 24-hour 98 th % 26.0 27.7 20.7 24.8 35 Annual Highest 11.5 11.7 9.8 11.0 12 Springfield, IL ID 17-167-0012 24-hour 98 th % 24.2 27.8 20.0 24.0 35 Annual Highest 11.5 10.7 9.5 10.6 12 Normal, IL ID 17-113-2003 24-hour 98th % 25.0 25.8 21.3 24.0 35 Annual Highest 10.6 10.7 9.3 10.2 12 Decatur, IL ID 17-115-0013 24-hour 98th % 22.1 25.5 18.1 21.9 35 Annual Highest 12.2 11.6 10.0 11.3 12 Keokuk, IA ID 19-111-0008 24-hour 98th % 30.4 23.9 22.7 25.7 35 Annual Highest 11.8 11.3 10.9 11.3 12 Quincy, IL ID 17-001-0007 24-hour 98th % 22.6 24.6 20.8 22.7 35 Annual Highest 10.5 10.4 9.5 10.1 12

Coffeen The Coffeen power plant is located in Coffeen, IL in Montgomery County. The closest PM 2.5 monitors relative to the Coffeen plant are located in Wood River, IL, 65 km west southwest; Alton, IL 68 km to the southwest; and Granite City, IL, 75 km to the southwest. The most recent 3 years of data and corresponding design values for these monitor stations are summarized in Table 2. The monitoring data for Wood River and Alton indicate a large margin of compliance with the 24- hour NAAQS, while annual concentrations are slightly below the revised annual NAAQS of 12 μg/m 3 . The Granite City monitor shows compliance for the 24-hour NAAQS, but exceeds the new annual NAAQS. However, the annual averages at this location are decreasing year by year, and the Granite City monitor is in an urban setting and likely most significantly influenced by local commercial/industry and vehicular emissions. As indicated by climatological data from Springfield, IL (Figure 3), Coffeen is predominately downwind of all three monitors; i.e., winds in the region are predominantly from the southerly and southwesterly sectors. The closest downwind monitorsAECOM 3

relative to the Coffeen plant are located in Springfield (~90 km NNW) and Decatur (~100 km NNE). The monitored concentrations for these stations are below the annual NAAQS.

Table 2: PM 2.5Monitor Concentrations – Coffeen Power Plant

Monitor Ave. Period Ranking Design Concentrations (μg/m 3 ) NAAQS (μg/m 3 ) 2010 2011 2012 3-yr Ave Wood River, IL ID 17-119-3007 24-hour 98 th % 22.1 28.6 23.2 24.6 35 Annual Highest 12.0 12.4 10.6 11.7 12 Alton, IL ID 17-119-2009 24-hour 98th % 25.0 23.9 23.6 24.2 35 Annual Highest 13.3 11.6 10.6 11.8 12 Granite City, IL ID 17-119-0024 24-hour 98th % 28.6 30.6 23.7 27.6 35 Annual Highest 14.6 14.3 13.1 14.0 12 Springfield, IL ID 17-167-0012 24-hour 98th % 24.2 27.8 20.0 24.0 35 Annual Highest 11.5 10.7 9.5 10.6 12 Decatur, IL ID 17-115-0013 24-hour 98th % 22.1 25.5 18.1 21.9 35 Annual Highest 12.2 11.6 10.0 11.3 12

Newton The Newton power plant is located in Newton, IL in Jasper County. The closest PM 2.5 monitors relative to the Newton plant are located at the Purdue Agricultural Farm near Vincennes, IN, 72 km to the east southeast; co-located monitors in Terre Haute, IN, 96 km to the northeast and Knight Prairie, IL, 99 km to the south-southwest. The most recent 3 years of data and corresponding design values for these monitor stations are summarized in Table 3. All monitors indicate a large margin of compliance with the 24-hour NAAQS. The Purdue and Terra Haute #1 annual concentrations are just below the annual NAAQS, while Terra Haute #2 exceeds the new annual NAAQS. The Purdue monitored concentrations are likely influenced by local farming activities. The Terre Haute monitors are located in an urban area and the higher concentrations are likely a result of local commercial/industrial activities and vehicular traffic. Note that although regional wind patterns (Figure 3) suggest potential transport of emissions from the Newton power plant toward Terra Haute, the power plant, which is almost 100 km away, is too far to have a significant contribution to the Terre Haute monitored concentrations.AECOM 4

Table 3: PM 2.5Monitor Concentrations – Newton Power Plant

Monitor Ave. Period Ranking Design Concentrations (μg/m 3 ) NAAQS (μg/m 3 ) 2010 2011 2012 3-yr Ave Purdue ID 18-083-0004 24-hour 98 th % 27.6 26.7 23.1 (1) 25.8 35 Annual Highest 12.3 11.4 11.4 (1) 11.7 12 Terre Haute, IN ID 18-167-0018 (POC1) 24-hour 98th % 29.2 26.5 24.1 26.6 35 Annual Highest 13.0 12.4 10.4 11.9 12 Terre Haute, IN ID 18-167-0018 (POC2) 24-hour 98th % 31.0 33.6 26.2 30.3 35 Annual Highest 13.4 13.8 11.6 12.9 12 Knight Prairie ID 17-065-0002 24-hour 98th % 25.3 20.6 15.7 20.5 35 Annual Highest 11.3 10.1 8.4 9.9 12 (1) Data listed for 2009. Monitor discontinued after 2011. Joppa The Joppa power plant is located in Joppa, IL in Massac County on the border with Kentucky. The regional wind pattern for south-southeastern IL is best represented by the 30-year wind rose from Evansville, IN airport (Figure 4) that shows both strong northwest and southerly flow in the area. The closest PM 2.5 monitors relative to the Joppa plant are located in Paducah, KY, 25 km to the southeast and in Knight Prairie, IL, 98 km to the north-northeast. No other representative monitors were found within 125 km of the Joppa plant. Given the wind pattern for the region shown in Figure 4, the Joppa plant lines up reasonably well with the Paducah (northwest flow) and the Knight Prairie monitors (southerly flow). The most recent 3 years of data and corresponding design values for both monitor stations are summarized in Table 4. The monitoring data indicate a large margin of compliance with the NAAQS and a likely decreasing trend as the data for each year is lower than the data for previous year. Table 4: PM 2.5Monitor Concentrations – Joppa Power Plant

Monitor Ave. Period Ranking Design Concentrations (μg/m 3 ) NAAQS (μg/m 3 ) 2010 2011 2012 3-yr Ave Paducah, KY ID 21-145-1004 24-hour 98 th % 25.0 23.2 19.3 22.5 35 Annual Highest 11.4 10.4 9.9 10.6 12 Knight Prairie ID 17-065-0002 24-hour 98th % 25.3 20.6 15.7 20.5 35 Annual Highest 11.3 10.1 8.4 9.9 12AECOM 5

Conclusions Based on a review of available monitoring data in the vicinity of the Ameren power plants, there is no evidence to suggest that the stations are contributing to elevated PM 2.5 concentrations or, in the case of the Coffeen and Newton facilities, concentrations in excess of the NAAQS. It is important to note that the 2012 24-hour and annual PM 2.5concentrations for all the monitors listed (with the sole exception of the Purdue monitor which was discontinued after 2011) are consistently lower than the 2011 year values indicating a potential regional downward trend. This trend is expected due to downward trends in precursor emissions of SO 2 and NOx.

Sincerely yours,

Brian Stormwind brian.stormwind@aecom.comAECOM 6

Figure 1 Location of Power Plant Facilities and Noted PM 2.5Ambient Air Monitors. The power plants are noted with the red markers; the ambient air monitors are noted with the yellow markers.AECOM 7

Figure 2 30-year Climatological Wind Rose for Peoria Airport, IL 2

2 http://www.isws.illinois.edu/atmos/statecli/roses/pia_rose_13.pdfAECOM 8

Figure 3 30-year Climatological Wind Rose, Springfield Airport 3

3 Source: http://www.isws.illinois.edu/atmos/statecli/roses/spi_rose_13.pdfAECOM 9

Figure 4 30-year Climatological Wind Rose for Evansville Airport, IN 4

4 http://www.isws.illinois.edu/atmos/statecli/roses/eva_rose_13.pdf WI ND ROS E PL O T Station #93817- EVANSV I LLE/DRESS REGIONAL ARP , IN

MOD E L E R W i n d Speed (Knots)

> 2 1 D I S PLAY
17 .2 1 W i nd Speed

1 1-16 A V G

. WIND SP EED
7- 1 0 7

. 60 Knots

4. 6 ORI E NTA Tl O N D i rec ti on 1· 3 (b l owing from) - --**:~ORr** I I I I I**---- -~-** **----**

I :SOUT H**------- ------**  DAT E 10 /7 /2004

UNI T Knots

CAL M W I NDS 12

. 24 %

P L

OT YEAR-DATE -T I M E Jan 1 -Dec 31 Midn i ght

- 11 PM ' ' ' ' \ \ a"

' ' ' ' '

\ \ ', 1 0 % ' ' ' ' ' ' ' ' ' \ \ \ \ I

I I I

----- L ------- L ------- 1 1 1 EAST I

' ' ' ' '

COMPANY N AM E I I I

' ' '

' '

' ' ' ' ' '

Il li nois State Climatolog i st Off i ce

COMM E N T S 1961
- 1990 Annua l Average

P ROJ E C T/PL O T NO

. ' ' '

' ' '

'AECOM 21



### Attachment 3: Schw artz, J. 2006. Air Pollution and Health: Do Popular Portrayals Reflect the Scientific Evidence? American Enterprises Inst itute for Public Policy Research. Environmental Policy Outlook, No. 2.In a nationwide survey in 2004, 85 percent of Americans rated air pollution as a “very serious” or “somewhat serious” problem, with similar results for state surveys. 1 In a recent Gallup Poll, 78 percent of Americans said they worry about air pollution “a fair amount” or “a great deal.” 2 Public fear of air pollution is understandable,because most popular information about air pollution is indeed alarming. Activist groups regularly issue reports with scary titles such as Danger in the Air; Death, Disease and Dirty Power; Highway Health Hazards; Plagued by Pollution; and Children at Risk

. 3 Health researchers often issue alarming summaries of their research as well. Recent press-release headlines from healthresearch institutes include “Smog May Cause Lifelong Lung Deficits,” “Link Strengthened between Lung Cancer, Heart Deaths and Tiny Particles of Soot,” “USC Study Shows Air Pollution May Trigger Asthma in Young Athletes,” and “Traffic Exhaust Poisons Home Air.” 4 Regulators declare “code orange” and “codered” alerts on days when air pollution is predicted to exceed federal health standards. And news stories on air pollution often feature menacing headlines such as “Air Pollution’s Threat Proving Worse than Believed,” “Don’t Breathe Deeply,” “Study Finds Smog Raises Death Rate,” “State’s Air Is among Nation’s Most Toxic,” and “Asthma Risk for Children Soars with High Ozone Levels.” 5 Headlines like these might be warranted if they accurately reflected the weight of the scientific evidence. But they do not. Through exaggeration,omission of contrary evidence, and lack of context, regulators, activists, and even many health scientists misrepresent the results of air pollutionhealth studies and the overall weight of the evidence from the research literature. They create the appearance that harm from air pollution is much greater and more certain than suggested by the underlying evidence. Journalists are the final line of defense between the public and the proponents of air pollution health scares. Unfortunately, the majority of media air pollution health stories are sensationalized exaggerations of air pollution’s risks. Through several case studies, this essay shows that misinformation on air pollution and health is a pervasive problem. As a result, public fear of air pollution is out of all proportion to the minor risks posed by current, historically low air pollution levels. 

# Air Pollution and Health: Do Popular Portrayals Reflect the Scientific Evidence? By Joel Schwartz Environmentalists, regulators, health scientists, and journalists are the main purveyors of information on air pollution health risks. Unfortunately, these groups create the appearance that harm from air pollution is much greater and more certain than suggested by the underlying evidence. The incentives in air pollution health research encourage risk exaggeration, because information purveyors depend on public fear to maintain theirfunding and influence. Investigative reporters are in the best position to assess how the political economy of environmental health research affects the production and portrayal of the evidence. Public debate on air pollution will continue to proceed from false premises until journalists take up this challenge.Environmental Policy Outlook

1150 Seventeenth Street, N.W., Washington, D.C. 20036 202.862.5800 www.aei.org 

### No. 2, 2006

Joel Schwartz (jschwartz@aei.org) is a visiting fellow at AEI.

### False Alarm on Asthma and Air Pollution Beginning in 1993, the California Air Resources Board (CARB) funded the Children’s Health Study (CHS). Researchers from the University of Southern California(USC) tracked several thousand California children living in twelve communities with air pollution ranging from near-background to the worst in the nation. At a joint press conference in 2002, the USC researchers and CARB managers reported that children who played three or more team sports were more than three times as likely to develop asthma if they lived in the six highest-ozone communities in the study, when compared with the six lowest-ozone communities. 6 They also claimed the study’s results applied to cities across the United States.Ironically, the CHS asthma study actually showed just the opposite. While higher ozone was associated with a greater risk of developing asthma for children who played three or more team sports (8 percent of children in the study), higher ozone was associated with a 30 percent lower risk of developing asthma in the full sample of children in the study. 7 While this fact was discussed in a journal article on the study, it was not mentioned at the press conference. 8 Higher levels of other pollutants, including nitrogen dioxide and particulate matter (PM 10 ), were also associated with a lower asthma risk. 9 Also mentioned in the journal article, but not at the press conference, was that when the researchers divided the twelve communities in three groups of four (rather than two groups of six), the association of ozone with increased asthma prevalence in child athletes applied only to the four communities in the highest ozone group and not to the medium-ozone group. The assertion that the study is relevant for other parts of the country was also false. The four high-ozone areasin the study averaged 89 days per year exceeding the federal eight-hour ozone standard and 59 days per year exceeding the one-hour standard during 1994–1997, the years used to assess pollution exposure in the study. 10 Noarea of the United States, outside of a few parts of California, has ever had ozone levels this high even for a single year, much less for several years running. In fact, by the time of its release in February 2002,the study no longer applied even in the southern California areas where it was performed. Eight-hour ozone exceedances had declined 55 percent, and one-hour exceedances had declined 78 percent in the interim. By 2002, communities that were “high-ozone” areas during the study had become “medium-ozone” areas, for which ozone had no effect on asthma risk. At the press conference releasing the CHS asthma results, the chairman of the Air Resources Board claimed: “This study illustrates the need not to retreat but to continue pushing forward in our efforts to strengthen air pollution regulations.” 11 But if anything, the CHS asthma study showed that current standards already include a large safety margin. Ozone was not associated with a change in asthma risk in the medium-ozone areas of the study. Yet these areas exceeded federal ozone standards by large margins—an average of 41 eight-hour exceedance days per year and 17 one-hour exceedances. False information on the CHS asthmaresults was not limited just to CARB officials or USC scientists. Health experts from around the country misinterpreted the study’s results. For example, on the day the study was released, a professor at the State University of New York at Stony Brook, who has since become the American Lung Association’s medical director, claimed: “This is not just a Southern California problem. There are communities across the nation that have high ozone.” 12 According to the Houston Chronicle , Houston asthma specialists said the study showed that “Houston [should] step up its efforts to implement a state plan to reduce ozone.” 13 The director of the pediatric asthma program at the University of California at Davis claimed “Sacramento is a very high ozone area, so this [the CHS asthma study] is going to be very relevant to us.” 14 Not only were all of these nominal experts wrong about whether the study is relevant to actual ozone levels in the United States, all of them completely missed the fact that ozone and other air pollutants were associated with an overall lower risk of developing asthma. In a recent commentary on air pollution and asthma in the Journal of the American Medical Association , two prominent air pollution health researchers claimed: - 2 -



### Through exaggeration,

omission of contrary evidence, and lack of

context, regulators, activists, and even many health scientists misrepresent the results of air pollution health studies and the overall weight of the

evidence from the research literature.“Some evidence suggests that air pollution may have contributed to the increasing prevalence of asthma.” 15 The “evidence” they cite is the CHS asthma study.Journalists also often act as cheerleaders for air pollution alarmists when reporting on air pollution and health. For example, a recent editorial headline in the Sacramento Bee declared “Smog and Asthma: The Link—and Threat—Are Real.” 16 The Bee ’s source for this claim? Once again, the CHS asthma study. 

### Much Ado about Very Little The Children’s Health Study also suggests that even thehighest air pollution levels in the nation are having little or no effect on children’s lung development. But once again, the scientists involved in the study obscured that fact. After following more than 1,700 children from ages ten to eighteen (years 1993 to 2001), CHS scientists reported that there was no association between ozone and lung-function growth. 17 This is despite the fact that the twelve communities in the study ranged from zero to more than 120 eight-hour ozone exceedance days per year, and zero to more than 70 one-hour ozone exceedance days per year during the study period. 18 Once again, no area outside California has ever had anywhere near this frequency of elevated ozone, even for a single year, so we can conclude that ozone is not causing any reduction in children’s lung capacity. This has not stopped environmental groups from claiming otherwise. For example, in Impacts of Ozone on Our Health , the Carolinas Clean Air Coalition claims: “Children have a 10 percent decrease in lung function growth when they grow up in more polluted air.” 19 The Children’s Health Study also suggests that fine particular matter (PM 2.5 ) is causing little or no longterm harm to lung growth. Unlike ozone, PM 2.5 actually was associated with a small effect on lung development. Annual-average PM 2.5 levels ranged from about 6 to 32 micrograms per cubic meter (μg/m3 ) in the twelve communities in the study. 20 Across this range, PM 2.5 was associated with about a 2 percent decrease in forced expiratory volume in one second (FEV 1 ) and a 1.3 percent decrease in force vital capacity (FVC), both measures of lung capacity. But even this small effect drastically inflates the apparent importance of the results. First, no location outside of the CHS communities has PM 2.5 levels anywhere near 32 μg/m3 . In fact, outside California there is not a single area with PM 2.5 above 21 μg/m3 . And by the time the study was published in 2004, even the highest PM 2.5 area in California was at 25 μg/m3

. It is also worth noting that the children in the CHS were already ten years old when they entered the studyin 1993 and had therefore been breathing the evenhigher air pollutant levels extant during the 1980s in southern California. For example, Riverside averaged about 48 μg/m3 PM 2.5 during the 1980s, or about 50 percent greater than the highest PM 2.5 level measured during the CHS years. 21 If it were really these higher 1980s PM 2.5 levels that caused the lung-function declines, then the current worst PM 2.5 in the country would be causing about a 1 percent decrease in FEV 1 and a 0.5 percent decrease in FVC. Thus, taking the CHS results at face value, ozone is having no effect on children’s lung development anywhere in the United States. PM 2.5 is having virtually no effect. Nevertheless, the USC researchers’ press release on the study created an unwarranted appearance of serious harm. Titled “Smog May Cause Lifelong Lung Deficits,” the press release asserted: “By age 18, the lungs of manychildren who grow up in smoggy areas are underdeveloped and will likely never recover.” 22 The National Institutes of Health (NIH) also misled the public about the study’s findings and relevance. The director of the National Institute of Environmental Health Sciencesclaimed the study “shows that current levels of air pollution have adverse effects on lung development in children.” 23 Furthermore, although the study is relevant only to a few areas of California with uniquely high air pollution levels, by asserting that it applies to all “smoggy areas” and to “current levels of air pollution,” NIH and USC created the false impression that the study applies to much of the United States.The scientists were able to create these false impressions, because the journal article on the study, which was published in the prestigious New England Journal of Medicine ( NEJM ), does not explicitly reveal the magnitude of the percentage change in children’s lung capacity. Instead, readers have to be vigilant enough to realizethat the percentage change can be calculated by combining information found in three different places in the article. 24 It is odd that a study whose main outcome measure is changes in lung capacity never actually states the percentage change explicitly.The researchers reported a different outcome measure in their NEJM paper: the percent of children in - 3 -each community with a lung capacity of less than 80 percent of the “predicted” value for their age. 25 Between the least and most polluted communities, PM 2.5 wasassociated with nearly a five-fold increase in this percentage, from about 1.6 percent of children in the lowest-PM 2.5 community, up to about 7.9 percent in the highest-PM 2.5 community. This seems like a large effect, but it is not. What is going on is that the 2 percent average decline in lung function in the highest-PM 2.5 community relative to the lowest meant a shift of some children who were at, say, 80 or 81 percent of “predicted” lung capacity for their age, down to maybe 78 or 79 percent. Because lung-capacity scores have a bell-curve distribution, and few children have low lung capacity, there are many more children slightly above 80 percent than slightly below 80 percent. A small shift in average lung-capacity scores therefore results in a large change in the fraction of children scoring below a given cutoff level. 26Reporting that even the highest air pollution levels in the country were associated with only a 2 percent decrease in lung capacity would not have caused much alarm. This probably explains why that number is nowhere to be found in the NEJM report or the press releases on it. NIH took advantage of this omission in its press release, which begins: “Children who live in polluted communities are five times more likely to have clinically low lung function—less than 80 percent of the lung function expected for their age.” 27 Note how this statement creates the appearance of a decline ofmore than 20 percent in average lung function by leading readers to tacitly make the incorrect assumption that all children would be at 100 percent if there were no air pollution. This is exactly the mistake environmentalists have made in promoting the study. For example, the American Lung Association’s (ALA) State of the Air 2005 report claims the “average drop in lung function was 20 percent below what was expected for the child’s age.” 28 The Carolinas Clean Air Coalition made a similar error. 29 The ALA clearly did not understand the study’s results. But NIH and the USC researchers created the confusion. The editors and peer reviewers at the New England Journal of Medicine also bear responsibility for not requiring that its article on the study explicitly state the percentage change in lung capacity associated with air pollution. 

### Monkey Business A University of California at Davis press release begins“Primate Research Shows Link between Ozone Pollution, Asthma.” 30 The press release goes on to claim theozone exposures in the study “mimic the effect of exposure to occasional ozone smog—for example as it occurs in the Sacramento area.” In fact, the ozone exposures in the study were far higher than the actual ozone levels in American air—including the air in Sacramento. The monkeys were exposed to 0.5 parts per million (ppm) ozone for eight hours a day for five days in a row, followed by nine days of clean air. This cycle was repeated eighttimes. To give you an idea of the magnitude of these ozone exposures, during the last thirty years only one site in the U.S. has ever exceeded 0.5 ppm ozone for even one hour, and that happened in 1976. Today, the worst site in the United States never reaches even 0.25 ppm for one hour, and the average site never reaches 0.11 ppm. Despite the real-world irrelevance of this study, environmental activists cite it to support claims that ozone is causing permanent lung damage inpeople. For example, under the headline “Lung Development of Young Monkeys Drastically Changed whenExposed to Ozone Pollution,” the American Lung Association concludes, “This study presents data suggestingthat the changes caused by ozone pollution are longlasting, and maybe even permanent.” 31 Some reporters also failed to compare ozone levels in the study to real-world ozone levels. For example, according to the Modesto Bee , “Monkeys were exposed to air contaminated with ozone, mimicking the smog in the [Central] valley.” 32 But even more nuanced stories still took an alarmist tack. For example, the Sacramento Bee explicitly compared ozone levels in the Sacramento region with the far higher ozone levels used in the study. 33 But you have to go halfway intothe 1,100-word story to find this information. The story’s headline—“Study Suggests Asthma Culprit; Young - 4 -



### Scientists, regulators, and environmentalists

have ignored these

weaknesses and continue to make believe these spurious statistical correlations are telling us something real about the effects of low-level air pollution.Lungs Exposed to Ozone Seem More Prone to Problems with Development”—leaves no doubt that readers are supposed to conclude that ozone is causing Americans to develop asthma. 

### Of Mice and Men By far the most serious health claim about air pollution is that it kills tens of thousands of Americans each year, mainly due to exposure to PM 2.5 . There is no question that high levels of air pollution can kill. About 4,000 Londoners died during the infamous five-day “London Fog” of December 1952, when soot and sulfur dioxide soared to levels tens of times greater than the highest levels experienced in developed countries today, and visibility dropped to less than 20 feet. 34 However, current fears center on whether today’s comparatively low levels of air pollution are also deadly.An embarrassment for proponents of low-level air pollution as a cause of death is that the evidence is almost solely circumstantial, being based on statistical studies reporting small correlations between long- or short-termair pollution levels and risk of dying. These “observational” studies are not based on randomized trials, but onnon-random data that inherently suffer from confounding by non-pollution factors with much larger effects on health than the purported effects of air pollution. Observational studies could be taken more seriously if they were supported by evidence from randomized,controlled studies that eliminate the possibility of confounding by non-pollution factors. Such studies cannot, of course, be done with people, but they can be done with animals. However, researchers have beenunable to kill animals with air pollution at levels anywhere near as low as the levels found in ambient air. As a recent review of particulate matter toxicology concluded:
It remains the case that no form of ambient PM— other than viruses, bacteria, and biochemical antigens—has been shown, experimentally orclinically, to cause disease or death at concentrations remotely close to U.S. ambient levels. 35 This seemingly changed in December 2005 when the Journal of the American Medical Association (JAMA ) published the results of a study that claimed PM 2.5 at current ambient levels is increasing Americans’ risk of developing heart disease. The study exposed mice to 85 μg/m3 of PM 2.5 concentrated from ambient air for six hours per day for six months, or about one-fourth of a typical mouse life span. 36 Mice fed a high-fat diet and exposed to PM 2.5 had more than a 50 percent greater rate of atherosclerosis (as measured by arterial plaque area) and other signs of heart disease, when compared with a control group that was fed a high-fat diet, but not exposed to PM 2.5 . PM 2.5 was associated with greater atherosclerosis in mice on a low-fat diet as well, but the effect was not statistically significant. NIH highlighted the study with a press release that begins: “Test results with laboratory mice show a direct cause-and-effect link between exposure to fine particle air pollution and the development of atherosclerosis . . . [The study] may explain why people who live in highly polluted areas have a higher risk of heart disease.” 37 The study caused a minor media sensation, with bothjournalists and health experts claiming the study provides strong evidence that PM 2.5 is causing serious harm to human beings. 38 Despite the enthusiastic reception, there is much less here than meets the eye. The mice used in the study were genetically engineered in ways that make them unrepresentative of even real-world mice, much less of humans. The mice were designed to lack the gene for apolipoprotein E (ApoE), a key substance for fat andcholesterol metabolism. As a result, these ApoE “knockout” mice have blood cholesterol levels 5 to 6 times greater than normal mice when fed regular rat chow. ApoE knockout mice have 14 times the cholesterol of normal mice when both are fed a high-fat diet. 39These are stupendous cholesterol levels. For comparison, medical authorities define “high cholesterol” as a serum cholesterol level greater than 240 milligrams per deciliter (mg/dl), which is about 20 percent greater than the average cholesterol level in American men. 40 Only one in 50 American men exceeds 1.5 times the U.S. average, and only one in 500 exceeds twice the average. 41 The very reason for using such grossly unrealistic mice to study PM 2.5 is that PM 2.5 does not kill regular mice or other animals at PM concentrations relevant to real-world human exposures. For that matter, PM 2.5 did not actually kill the high-cholesterol mice in the study either.NIH downplayed the vast gulf between the genetically engineered mice and normal mice, stating onlythat they were “genetically programmed to develop atherosclerosis at a higher-than-normal rate.” This is a bit - 5 -like doing a study on people who weigh 500 pounds and referring to them merely as “overweight.” If you build a house out of cards, you would expect even a gentle breeze to knock it down. But this does nottell you much about the ability of a real house to withstand a gentle breeze. Likewise, if you design an artificial mouse that cannot regulate its fat or cholesterol levels, it is not surprising that even a minor environmental insult can cause it some health problems. But this does not tell you much about the effects of low-level air pollution levels on regular mice or on people. Unfortunately, news articles on the study failed toprovide the context that would show that study has little real-world relevance. A Nexis search turned up ten news reports on the study. Seven did not even mention that the mice had been genetically engineered, leaving the impression that real-world PM 2.5 levels caused heart disease in normal mice.Three other news outlets followed NIH’s lead, creating the impression that the mice in the study were merely analogous to people with a higher-than-average risk of heart disease. For example, according to the Los Angeles Times , the mice were “bred to be susceptible to developing heart disease.” 42 NIH and the study authors also misled reporters about the relevance of the PM 2.5 doses to real-world PM 2.5 levels. According to NIH, “The fine particle [PM 2.5 ] concentrations used in the study were well within the range of concentrations found in the air around major metropolitan areas.” The press release alsoquotes one of the study’s authors saying that “the average exposure over the course of the study was 15 micrograms per cubic meter, which is typical of the particle concentrations that urban area residents would beexposed to, and well below the federal air quality standard of 65 μg/m3 over a 24-hour period.” 43 In fact, the PM 2.5 levels in the study were nothing like real-world PM 2.5 levels. The mice were exposed to PM 2.5 at 85 μg/m3 for six hours in a row during five days of each week, and filtered air the rest of the time. Over the six-month study period, this does indeed average out to about 15 μg/m3 , the level of the federal PM 2.5annual standard. But in the real world, areas that average 15 μg/m3 of PM 2.5 over a year rarely approach shortterm PM 2.5 levels of 85 μg/m3

. For example, in the mouse study, the mice spent the equivalent of 1,560 hours per year breathing 85 μg/m 3 PM 2.5 (30 hours per week times 52 weeks per year). In contrast, Modesto California averaged 16 μg/m3 of PM 2.5 over the past year, but spent only 80 hours at 85 μg/m3 or above. 44 Furthermore, 40 percent of those high-PM 2.5 hours occurred between 11 p.m. and 6 a.m., when most people are in bed. There were only 420 hours when Modesto exceeded even 50 μg/m 3 of PM 2.5 . Even areas with the highest PM 2.5 levels in the country have far fewer hours of high PM 2.5 than wereused in the mouse study. For example, Riverside California averaged 27 μg/m3 PM 2.5 over the past year, but had only 135 hours at or above 85 μg/m3 , and 1,055 hours above 50 μg/m3

. Health effects depend not only on the average dose, but on the acute dose. For example, you could take 2 aspirins 4 times per day, or you could take 8 all at once each day. Either way, your average dose is 8 aspirins per day. But you are more likely to suffer ill effects if you take the aspirins all at once. The mice received an analogously unrealistic daily PM 2.5 exposure. NIH and the scientists involved in the study then created the false appearance that this unrealistic exposure schedule has some relevance to the real world. There is nothing wrong with the JAMA mouse studyin principle. It shows that when you take a mouse specially designed to have unrealistically stupendous cholesterol levels, feed it a high-fat diet, and repeatedly expose it to unrealistically high acute levels of PM 2.5 , that PM 2.5 increases the extent of heart disease. The problem arose when the study’s proponents claimed that this has something to do with PM 2.5 risks faced by human beings. You can now find a summary of the study on NIH’s website. Its title? “Particulate Air Pollution and a High Fat Diet: A Potentially Deadly Combination.” 45 

### Sins of Omission At the March meeting of the California Air Resources Board, staff members gave a detailed presentation on Jerrett et al. (2005)—a new epidemiological study of the Los Angeles region that reported a stronger link between PM 2.5 and mortality than suggested in previous research regulators have used to support tougher PM 2.5 standards. 46 What CARB’s staff did not tell its board is that right around the same time that Jerrett et al. was published, another study of PM 2.5 risks in California by Enstrom (2005) concluded that PM 2.5 was having no effect on mortality. 47 Several California papers, including the Los Angeles Times , covered the alarming findings - 6 -of Jerrett et al. But none covered the benign results reported by Enstrom. This is a typical pattern. Studies that report harm from air pollution receive a great deal of attention from regulators, environmentalists, and journalists. Studies finding no harm from air pollution are ignored. As a result, claims of harm from air pollution appear more consistent and robust than suggested by the actual weight of the evidence. The American Lung Association’s website includes an area called MedicalJournal Watch, which summarizes hundreds of air pollution health studies. 48 But the site omits studies that do not reportany harm from air pollution. For example, the site does not include any studies by Fred Lipfert, Suresh Moolgavkar, Richard Smith, Gary Koop, William Keatinge, or James Enstrom—all of whom have provided evidence against aconnection between low-level air pollution and risk of death. 49 The ALA also excludes specific studies and portions of studies that fail to find any harm from air pollution. For example, Medical Journal Watch does not mention Gong et al. (2003) and Holgate et al. (2003), which found little or no adverse health effects in human volunteers who breathed high levels of PM 2.5 and diesel soot, respectively. 50 The ALA does summarize the CHS findings on children’s lung capacity discussed earlier, but does not mention that the study found that even the highest ozone levels in the country had no effect on lung growth. Three studies have used CHS data to assess whether ozone is associated with increases in school absences. One study reported an increase. 51 Two reported no effect. 52 The ALA mentions only the first study on Medical Journal Watch. CARB likewise cites only the first study in its review of California’s ozone standard. 53Coal-fired power plants have been one of environmentalists’ premier targets during the last several years. In reports such as Danger in the Air; Death, Disease and Dirty Power; Power to Kill; Children at Risk ; and many more, environmental groups claim that particulate pollution from power plants is killing thousands of Americans each year. 54 The Bush administration, a constant target of environmental groups for supposedly “gutting” power plant pollution requirements, last year adopted the Clean Air Interstate Rule (CAIR). 55 CAIR requires that power plants reduce their sulfur dioxide emissions by more than 70 percent below current levels. 56 Some sulfur dioxide is converted to ammonium sulfate in the atmosphere, and this is the main form of PM 2.5 from power plants. EPA claims these PM 2.5 reductions will prevent 17,000 premature deaths each year. 57 There is just one problem: ammonium sulfate is not toxic, even at levels many times those ever found in ambient air. 58 In fact, ammonium sulfate is used as an inert control—that is, a compound not expected to have any health effects—in studies of the health effects of acidic aerosols. 59 If ammonium sulfate is not toxic, then the campaign against PM 2.5 from power plants is based on a false premise. Last year CARB adopted a tougher ozone standard for California. 60 To justify the tougher standard, CARB prepared a detailed report summarizing ozone healtheffects research. The report analyzes hundreds of health studies in nearly 1,000pages, but fails to mention a study reporting that higher ozone was associated with a lower rate of hospital visits in California’s Central Valley. 61 CARB was certainly aware of the existence of this study, because CARB funded and published it. EPA also failed to mention the study in its latest review of the federal ozone standard. 62 EPA based its annual PM 2.5 standard mainly on the American Cancer Society (ACS) study, which followed more than 500,000 Americans in fifty cities from 1982 to 1989 and looked for correlations between PM 2.5 levels and risk of death. 63 The most recent ACS report covered the period from 1982 to 1998 and reported that each 10 μg/m3 increase in long-term PM 2.5 levels is associated with a 4 percent increase in risk of death. 64 The validity of epidemiological studies, such as the ACS study, depends on the assumption that correlations between air pollution and health outcomes represent genuine causal relationships. The implicit assumption is that after researchers have controlled for non-pollution - 7 -



### Environmental groups want to increase support for ever more stringent regulations, maintain and enhance their control over other people’s lives, and bring in the donations that support their activism. Regulators want to show the success of their efforts to reduce air pollution, but they also want to justify the

need to preserve or expand their powers and budgets.health factors like income or smoking, any residual correlation between air pollution and health represents a genuine causal linkage. Experience has shown that this assumption is false. For example, a reanalysis of the ACS data showed that the apparent PM 2.5 -mortality link was spurious. According to sensitivity analyses of the ACS data, PM 2.5 apparently kills men, but not women; those with no more than a high school degree, but not those with at least some college; and those who said they weremoderately active, but not the very active or the sedentary. 65 Results like these are biologically implausible and suggest a failure to adequately control for confounding by non-pollution factors. When migration rates into and out of various cities over time were added to the statistical model relating PM 2.5 and risk of death, the apparent effect of PM 2.5 disappeared. 66 Cities that lost population during the 1980s—Midwest “rust belt” cities—also had higher PM 2.5 levels. People left these cities, which were in economic decline, in search of work in more economically dynamic parts of the country. But people who work andhave the wherewithal to migrate also tend to be healthier than the average person. Hence, what appeared to be an effect of PM 2.5 was actually the result of differential migration. Migration was just one of several confounding factors that diminished or erased the apparent harm from PM 2.5 , but that were not accounted for by the ACS researchers. This problem of spurious air pollution risk estimates is not limited to the ACS study, but is endemic to airpollution epidemiology and to epidemiology in general. 67 Nevertheless, scientists, regulators, and environmentalists have ignored these weaknesses and continue to make believe these spurious statistical correlationsare telling us something real about the effects of lowlevel air pollution. 

### The Politics of Air Pollution Health Science Most public information on air pollution and health comes from environmental activists, regulators, and health researchers. As these case studies show, theirclaims of harm from current, historically low air pollution levels are at best exaggerations and at worst fabrications. The result is unwarranted public fear, and continued support for ever more costly regulatory requirements that deliver little or no benefit in exchange for their high costs. Regulators, environmentalists, and scientists enjoy substantial credibility with the public and the press. Butlike other interest groups, their goals often do not coincide with the interests of the vast majority of Americans. Environmental groups want to increase support for ever more stringent regulations, maintain and enhance their control over other people’s lives, and bring in the donations that support their activism. Regulators wantto show the success of their efforts to reduce air pollution, but they also want to justify the need to preserveor expand their powers and budgets. Maintaining a climate of crisis and pessimism meets these institutionalgoals, but at the expense of encouraging people to exaggerate the risks they face. While it is not surprising that activists and regulators exaggerate air pollution risks, they would not be taken as seriously without scientific authority to back them up. The credibility of science and scientists flows from the power of scientific methods to uncover truths aboutthe world, and from the perceived objectivity of scientists themselves. As the case studies above show, trust in scientific authority is often misplaced. Scientific and medical research does have checks and balances that are absent from more explicitly political endeavors. Environmental health research nevertheless suffers from its own set of pressures that militate against evenhanded inquiry and dispassionate analysis and presentation of evidence. Studies that report harm from air pollution are more likely to bepublished than studies that do not. Regulatory agencies, whose power and budgets depend on the perception that air pollution is a serious health problem, arealso major funders of the research intended to demonstrate the severity of the problem. Scientists who believe air pollution is a serious health threat and who report larger health effects are more likely to attract research funding. It is not a big leap to conclude thatthere is a great deal of selection bias in who does environmental health research, what questions they ask, and how they report their results.Journalists should be acting as a check on air pollution misinformation, but they are not. Media outlets face their own pressures to sensationalize stories. Good news does not sell newspapers or attract viewers. As a result, journalists and editors are more likely to cover studies claiming harm from air pollution, and to pass along these claims with little or no critical review. True, few journalists have the expertise to evaluate the technical merits of specific studies. But continuing - 8 -to rely on scientific authority will only perpetuate the problem of risk exaggeration. Among the major providers of public information on environmental risks, investigative reporters are in the best position to assess how the political economy of environmental healthresearch affects the production and portrayal of scientific evidence. It would be a breath of fresh air if journalists and editors took up this challenge. AEI editor Scott R. Palmer worked with Mr. Schwartz to edit and produce this Environmental Policy Outlook.


### Notes

1. The Environmental Deficit: Survey on American Attitudes on the Environment (New Haven, CT: Yale Center for Environmental Law and Policy, May 2004), available at www.yale.edu/ forestry/downloads/yale_poll_globalwarming.pdf. For similar results in state surveys, see Recent Texas Statewide Survey Findings Prepared for Public Citizen and the Seed Coalition (Alexandria, VA: American Viewpoint, 2002); New York Conservation Education Fund, Key Findings of a Statewide Survey of New York State Residents on Environmental Issues (New York: New York League of Conservation Voters, 2001); Sprawl: New Jerseyans Dislike the Problems, and the Solutions (New Brunswick, NJ: Newark Star-L edger/Eagleton-Rutgers, September 29, 2002), available at http://slerp.rutgers.edu/retrieve.php?id=138-6; and M. Baldassare, PPIC Statewide Survey: Special Survey on Californians and the Environment (San Francisco: Public Policy Institute of California, July 2004). 2. Water Pollution Tops Americans’ Environmental Concerns (Washington, D.C.: Gallup Poll, April 21, 2006), available at http://poll.gallup.com/content/Default.aspx?ci=22492& VERSION=p. 3. Death, Disease and Dirty Power: Mortality and Health Damage Due to Air Pollution from Power Plants (Boston: Clean Air Task Force, October 2000), available at www. cleartheair.org/fact/mortality/mortalitylowres.pdf; Our Children at Risk (Washington, D.C.: Natural Resources Defense Council, November 1997), available at www.nrdc.org/ health/kids/ocar/ocarinx.asp; Children at Risk: How Air Pollution from Power Plants Threatens the Health of America’s Children (Boston: Physicians for Social Responsibility, May 2002), available at www.cleartheair.org/fact/children/children_at_ risk.pdf; Danger in the Air (Washington, D.C.: Public Interest Research Group [PIRG], August 2003); Plagued by Pollution (Washington, D.C.: PIRG, January 2006), available at http://cleanairnow.org/pdfs/plaugedbypollution.pdf; and Highway Health Hazards (Washington, D.C.: Sierra Club, July 2004), available at www.sierraclub.org/sprawl/report04_ highwayhealth/report.pdf. 4. Johns Hopkins School of Public Health News Center, “Traffic Exhaust Poisons Home Air,” news release, August 31, 1999, available at www.jhsph.edu/PublicHealthNews/Press_ Releases/PR_1999/traffic_exhaust.html; A. Di Rado, “USC Study Shows Air Pollution May Trigger Asthma in Young Athletes,” news release, February 1, 2002, available at www.usc. edu/hsc/info/pr/1vol8/803/air.html; A. Di Rado, “Smog MayCause Lifelong Lung Deficits,” University of Southern California, September 8, 2004, available at www.usc.edu/uscnews/ stories/10495.html; and National Institutes of Health (NIH), “Link Strengthened between Lung Cancer, Heart Deaths and Tiny Particles of Soot,” March 5, 2002, available at www.niehs. nih.gov/oc/news/lchlink.htm. 5. T. Avril, “Air Pollution’s Threat Proving Worse than Believed,” Philadelphia Inquirer , November 17, 2004; M. Cone, “State’s Air Is among Nation’s Most Toxic,” Los Angeles Times , March 22, 2006, available at www.latimes.com/news/ printedition/la-me-cancer22mar22,1,7087336.story; M. Cone, “Study Finds Smog Raises Death Rate,” Los Angeles Times , November 17, 2004; T. Freemantle, “Asthma Risk for Children Soars with High Ozone Levels—Study,” Houston Chronicle , February 1, 2002; and T. Webber, “Don’t Breathe Deeply,” Indianapolis Star , June 23, 2005.6. California Air Resources Board, “Study Links Air Pollution and Asthma,” news release, January 31, 2002, available at www.arb.ca.gov/newsrel/nr013102.htm. 7. The risk of developing asthma was 30 percent lower based on one-hour ozone levels and was statistically significant. Asthma risk was 20 percent lower based on eight-hour ozone levels and was just a hair short of statistical significance. (The top of the 95 percent confidence interval for relative risk was 1.0. Anything less than that would have been statistically significant.) 8. The journal article is R. McConnell, K. T. Berhane, F. Gilliland et al., “Asthma in Exercising Children Exposed to Ozone: A Cohort Study,” Lancet 359 (2002): 386–91. 9. Once again the risk was 20 percent lower and was just barely short of statistical significance. 10. Pollution monitoring data from the Children’s Health Study were provided by CARB’s staff.11. California Air Resources Board, “Study Links Air Pollution and Asthma,” news release, January 31, 2002, available at www.arb.ca.gov/newsrel/nr013102.htm. 12. Dr. Norman Edelman, quoted in S. Borenstein, “Air Pollution Is a Cause of Asthma, Study Contends,” Philadelphia Inquirer , February 1, 2002. 13. T. Freemantle, “Asthma Risk for Children Soars with High Ozone Levels—Study.” - 9 -14. In fact, even the worst areas of Sacramento never average more than a few days per year exceeding the one-hour ozone standard and 20 or so days per year exceeding theeight-hour standard—ozone levels typical of the “mediumozone” CHS communities, in which there was no relationship between air pollution and asthma risk. Dr. Jesse Joad, quoted in C. Bowman, “Asthma’s Toll: A New Study Links Children’s Sports Activities in Smoggy Areas to the Illness,” Sacramento Bee , February 1, 2002. 15. G. D. Thurston and D. V. Bates, “Air Pollution as an Underappreciated Cause of Asthma Symptoms,” Journal of the American Medical Association 290 (2003): 1915–17. 16. “Smog and Asthma: The Link—and Threat—Are Real,” Sacramento Bee , May 6, 2003. 17. W. J. Gauderman, E. Avol, F. Gilliland et al., “The Effect of Air Pollution on Lung Development from 10 to 18 Years of Age,” New England Journal of Medicine 351 (2004): 1057–67. 18. The CHS study set up special-purpose monitors to measure pollution levels in the communities where the study was performed. CARB staff provided data from these monitors. 19. Impacts of Ozone on Our Health (Charlotte, NC: Carolinas Clean Air Coalition, undated), available at http://003af56. netsolhost.com/air_basics_ozone_impact.htm. 20. Based on research by CARB staff, these values havebeen adjusted upward by 13.6 percent to make them comparable with PM 2.5 levels determined by the Federal Reference Method, which has been used nationwide since 1999 for determining compliance with federal PM 2.5 standards. See N.Motallebi, J. Taylor, A. Clinton, B. E. Croes et al., “Particulate Matter in California: Part 1—Intercomparison of Several PM 2.5 , PM 10-2.5 , and PM 10 Monitoring Networks,” Journal of the Air & Waste Management Association 53 (2003): 1509–16. 21. Based on IPN data for Riverside collected in the early 1980s, and PM 2.5 data collected by CARB in 1988 and 1989 and retrieved from CARB’s 2006 Air Pollution Data CD,www.arb.ca.gov/aqd/aqdcd/aqdcd.htm. Once again, I have corrected these values for the change in measurement methods. 22. Di Rado, “Smog May Cause Lifelong Lung Deficits.” 23. Dr. Kenneth Olden, quoted in NIH, “New Research Shows Air Pollution Can Reduce Children’s Lung Function,” news release, September 9, 2004, www.nih.gov/news/pr/ sep2004/niehs-08a.htm. 24. Here’s how: First, note from table 3 of the NEJM article that PM 2.5 was associated with a 79.7 milliliter (ml) reduction in FEV 1 between the least and most polluted community. Then from table 2, note that at eighteen years of age average FEV 1 was 3,332 ml for girls and 4,464 ml for boys. Given that there were 876 girls and 883 boys in the study (p. 1,059, column 1), the weighted average FEV 1 for the study population was 3,900ml. The percentage decline is then 79.7/3,900 = 0.02 or 2 percent. A similar calculation can be done to show that the average decline in FVC was 1.3 percent. Gauderman, Avol,Gilliland et al., “The Effect of Air Pollution on Lung Development from 10 to 18 Years of Age.” 25. The researchers used a regression model to create this “predicted” value. 26. This is assuming the “predicted” lung capacity values are valid. The NEJM paper provides few details on the model orthe underlying distribution of lung-function test scores by community. Thus, another problem with this outcome measure is that it depends on something that was not actually measured! 27. NIH, “New Research Shows Air Pollution Can Reduce Children’s Lung Function.” 28. American Lung Association, State of the Air 2005 (Washington, D.C.: May 2005), 60. 29. N. Bryant, “What Air Quality Problem?” Charlotte Observer , September 1, 2005, available at www.charlotte.com/ mld/charlotte/news/opinion/12530112.htm?BMIDS=13194. 30. A. Fell, “Primate Research Shows Link between Ozone Pollution, Asthma,” U.C.-Davis news release, October 13, 2000, available at www.dateline.ucdavis.edu/101300/DL_asthma.html. 31. Recent Scientific Findings on Health Effects of Air Pollution and Diesel Exhaust (Oakland, CA: American Lung Association of California, 2003), available at www.californialung.org/ spotlight/cleanair03_research.html. 32. Melanie Turner, “Kids Focus of Air Quality Study Researcher Looking for Link Between Ozone, Asthma in Youth,” Modesto Bee , May 11, 2001. 33. Edie Lau, “Study Suggests Asthma Culprit; Young LungsExposed to Ozone Seem More Prone to Problems with Development,” Sacramento Bee , April 15, 2001. 34. I. M. Goklany, Clearing the Air: The Real Story of the War on Air Pollution (Washington, D.C.: Cato Institute, 1999). 35. L. C. Green and S. R. Armstrong, “Particulate Matter in Ambient Air and Mortality: Toxicologic Perspectives,” Regulatory Toxicology and Pharmacology 38 (2003): 326–35.36. Q. Sun, A. Wang, X. Jin et al., “Long-Term Air Pollution Exposure and Acceleration of Atherosclerosis and Vascular Inflammation in an Animal Model,” Journal of the American Medical Association 294 (2005): 3003–10.37. NIH, “Air Pollution, High-Fat Diet Cause Atherosclerosis in Laboratory Mice,” news release, December 22, 2005, available at www.nih.gov/news/pr/dec2005/niehs-22.htm. 38. Newspapers carrying articles on the study included the Los Angeles Times , Houston Chronicle , Philadelphia Inquirer , and several others. - 10 -39. A. S. Plump, J. D. Smith, T. Hayek et al., “Severe Hypercholesterolemia and Atherosclerosis in Apolipoprotein E-Deficient Mice Created by Homologous Recombination in Es Cells,” Cell 71 (1992): 343–53; and S. H. Zhang, R. L. Reddick, J. A. Piedrahita et al., “Spontaneous Hypercholesterolemia and Arterial Lesions in Mice Lacking Apolipoprotein E,” Science 258 (1992): 468–71. 40. See table 70 in National Center for Health Statistics, Health, United States, 2005 (Hyattsville, MD: U.S. Department of Health and Human Services, 2005), available at www.cdc.gov/nchs/data/hus/hus05.pdf#070. 41. Based on National Health and Nutrition Examination Survey (NHANES) data on 4,090 adult men collected from 1999–2002. Data were downloaded from www.cdc.gov/nchs/ nhanes.htm. 42. M. Bustillo and M. Cone, “EPA Issues New Plan to Limit Soot; Critics Say the Revised Standard Is Too Weak to Properly Protect the Public from Health Dangers Caused by Breathing Particulates,” Los Angeles Times , December 21, 2005.43. NIH, “Air Pollution, High-Fat Diet Cause Atherosclerosis in Laboratory Mice.” 44. Hourly PM 2.5 data were downloaded from CARB at www.arb.ca.gov/aqmis2/paqdselect.php.45. M. Lippmann, L. C. Chen, and S. Rajagopalan, “Particulate Air Pollution and a High Fat Diet: A Potentially Deadly Combination,” NIH, available at www.niehs.nih. gov/dert/profiles/hilites/2005/pm-diet.htm. 46. Stronger Relationship between Particulate Matter (PM) and Premature Death (Sacramento: California Air Resources Board, March 23, 2006), available at ftp://ftp.arb.ca.gov/carbis/board/ books/2006/032306/06-3-1pres.pdf. This presentation was based on the results of M. Jerrett, R. T. Burnett, R. Ma et al., “Spatial Analysis of Air Pollution and Mortality in Los Angeles,” Epidemiology 16 (2005): 727–36. 47. J. E. Enstrom, “Fine Particulate Air Pollution and Total Mortality among Elderly Californians, 1973–2002,” Inhalation Toxicology 17 (2005): 803–16. 48. American Lung Association, “Clean Air Standards,” Medical Journal Watch, available at www.cleanairstandards. org/listing/journalWatch. 49. Based on a search of the Medical Journal Watch website on April 6, 2006. 50. H. Gong Jr., W. S. Linn, C. Sioutas et al., “ControlledExposures of Healthy and Asthmatic Volunteers to Concentrated Ambient Fine Particles in Los Angeles,” Inhalation Toxicology 15 (2003): 305–25; S. T. Holgate, T. Sandstrom, A. J. Frew et al., “Health Effects of Acute Exposure to Air Pollution. Part I: Healthy and Asthmatic Subjects Exposed to Diesel Exhaust,” Research Report/Health Effects Institute (2003): 1–30, discussions 51–67. 51. F. D. Gilliland, K. Berhane, E. B. Rappaport et al.,“The Effects of Ambient Air Pollution on School Absenteeism Due to Respiratory Illnesses,” Epidemiology 12 (2001): 43–54. 52. K. Berhane and D. C. Thomas, “A Two-Stage Model for Multiple Time Series Data of Counts,” Biostatistics 3 (2002): 21–32; and V. Rondeau, K. Berhane, and D. C. Thomas, “A Three-Level Model for Binary Time-Series Data: The Effects of Air Pollution on School Absences in the Southern California Children’s Health Study,” Statistics in Medicine 24 (2005): 1103–15. 53. Review of the California Ambient Air Quality Standard for Ozone (Sacramento: California Air Resources Board, March 2005), available at www.arb.ca.gov/research/aaqs/ozone-rs/ ozone-final/ozone-final.htm; J. Schwartz, “Rethinking the California Air Resources Board’s Ozone Standards” (working paper, AEI, Washington, D.C., September 2005), www.aei.org/ publication23145. 54. Death, Disease and Dirty Power , Clean Air Task Force; Power to Kill: Death and Disease from Power Plants Charged with Violating the Clean Air Act (Boston: Clean Air Task Force, July 2001); Children at Risk: How Air Pollution from Power Plants Threatens the Health of America’s Children , Physicians for Social Responsibility; Danger in the Air , PIRG. 55. Environmental Protection Agency (EPA), “Clean Air Interstate Rule,” available at www.epa.gov/cair/. 56. “Clean Air Interstate Rule: Charts and Table,” EPA, available at www.epa.gov/cair/charts.html. 57. Clean Air Interstate Rule (CAIR): Reducing Power Plant Emissions for Cleaner Air, Healthier People, and a Strong America (Washington, D.C.: EPA, March 2005), available at www.epa. gov/cair/charts_files/cair_final_presentation.pdf. 58. L. C. Green and S. R. Armstrong, “Particulate Matter in Ambient Air and Mortality: Toxicologic Perspectives”; M. A. Sackner, D. Ford, and R. Fernandez, “Effect of Sulfate Aerosols on Cardiopulmonary Function of Normal Humans,” American Review of Respiratory Disease 115 (1977): 240; and M. J. Utell, P. E. Morrow, D. M. Speers et al., “Airway Responses to Sulfateand Sulfuric Acid Aerosols in Asthmatics. An ExposureResponse Relationship,” American Review of Respiratory Disease 128 (1983): 444–50.59. J. Q. Koenig, K. Dumler, V. Rebolledo et al., “Respiratory Effects of Inhaled Sulfuric Acid on Senior Asthmatics and Nonasthmatics,” Archives of Environmental Health 48 (1993): 171–75. 60. Review of the California Ambient Air Quality Standard for Ozone , CARB. - 11 -61. J. Schwartz, “Rethinking the California Air ResourcesBoard’s Ozone Standards”; S. F. van den Eeden, C. P. Quesenberry, J. Shan et al., Particulate Air Pollution and Morbidity in the California Central Valley: A High Particulate Pollution Region (Sacramento: CARB, July 2002). 62. Air Quality Criteria for Ozone and Related Photochemical Oxidants (Second External Review Draft) Volumes I-III (Washington, D.C.: EPA, August 2005), available at www.epa.gov/ ttn/naaqs/standards/ozone/s_o3_cr_cd.html. 63. C. A. Pope III, M. J. Thun, M. M. Namboodiri et al., “Particulate Air Pollution as a Predictor of Mortality in a Prospective Study of U.S. Adults,” American Journal of Respiratory and Critical Care Medicine 151 (1995): 669–74. 64. C. A. Pope III, R. T. Burnett, M. J. Thun et al., “Lung Cancer, Cardiopulmonary Mortality, and Long-Term Exposure to Fine Particulate Air Pollution,” Journal of the American Medical Association 287 (2002): 1132–41. 65. D. Krewski, R. T. Burnett, M. S. Goldberg et al., Reanalysis of the Harvard Six Cities Study and the American Cancer Society Study of Particulate Air Pollution and Mortality (Cambridge, MA: Health Effects Institute, July 2000); Pope, Burnett, Thun et al., “Lung Cancer, Cardiopulmonary Mortality.” 66. Ibid. 67. J. P. Ioannidis, “Why Most Published Research Findings Are False,” PLoS Medicine 2 (2005): e124; W. R. Keatinge and G. C. Donaldson, “Heat Acclimatization and Sunshine Cause False Indications of Mortality Due to Ozone,” Environmental Research 100 (2006): 387–93; G. Koop and L. Tole, “Measuring the Health Effects of Air Pollution: To What Extent Can We Really Say That People Are Dying from Bad Air?” Journal of Environmental Economics and Management 47 (2004): 30–54; T.Lumley and L. Sheppard, “Time Series Analyses of Air Pollution and Health: Straining at Gnats and Swallowing Camels?” Epidemiology 14 (2003): 13–14; S. H. Moolgavkar, “A Reviewand Critique of the EPA’s Rationale for a Fine Particle Standard,” Regulatory Toxicology and Pharmacology 42 (2005): 123–44; G. D. Smith, “Reflections on the Limitations to Epidemiology,” Journal of Clinical Epidemiology 54 (2001): 325–31; G. Taubes, “Epidemiology Faces Its Limits,” Science 269 (1995): 164–69. - 12 -

#20036 May 2, 2006AECOM 22



### Attachment 4: Resume for Lisa JN Bradley, Ph.D., DABTAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 1 of 13



# Lisa J. N. Bradley, Ph.D., DABT Vice President and Se nior Toxicologist

Professional History AECOM (formerly ENSR) Massachusetts Institute of Technology University of Idaho Education PhD (Toxicology) Massachusetts Institute of Technology, 1991 BS (Zoology) University of Idaho, 1983 BS (Chemistry) University of Idaho, 1983 Years of Experience 25

Technical Specialties Toxicology Risk Assessment Environmental Communication Regulatory Negotiation Site Strategy Development Professional Affiliations Diplomate, American Board of Toxicology, 1994 Society of Toxicology Phi Beta Kappa Dr. Lisa Bradley is a Senior Toxicolo gist/Risk Assessor and Vice President with AECOM. She has a Ph.D. in to xicology from the Massachusetts Institute of Technology. She has 25 years of experience in risk assessment and toxicology, and is certified by t he American Board of Toxicology. She has managed risk assessments for haz ardous waste sites in many EPA Regions, and under many state programs. Dr. Bradley has also served as an advisor on strategic risk assessment issues for clients in the natural gas, utility, and railroad industries. She has developed the risk assessment approach for a large multi-site program for a railroad client, for a national steel client, and developed and managed the risk evaluation component of a large multi-site, multi-state federal program for a natural gas client. Dr. Bradley is experienced in public speaking and environmental communications, and she has published articles in peer reviewed scientific journals based on both her laboratory and risk assessment work. Dr. Bradley is the global risk practice technical lead for AECOM. She is the manager and technical lead for AECOM’s coal combustion product (CCP) initiative and was recently elect ed to the Executive Committee of the American Coal Ash Association. Experience A. Representative Superfund Experience Pines Area of Investigation, Indiana, USEPA Region 5. Serving as project manager for a multi-disciplinary team conducting the Remedial Investigation/Feasibility Study for the Respondents of an Administrative Order on Consent (AOC) being administered under the Superfund Alternative program in USEPA Region 5. The AOC addresses the placement of coal combustion by-products (CCBs) within a local permitted landfill and allegedly used as fill in other locations within the Area of investigation. Activities to date include agency negotiations on the AOC and scope of work; submission of a Site Management Strategy document, and subsequent approval by theAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 2 of 13 Agency; submittal of the RI/FS Work Plan (including a Field Sampling Plan, Human Health and Ecological Risk Assessment Work Plans, HASP, QAPP, and a Quality Management Plan), and subsequent approval by the agency; submission of additional Sampling and Analysis Plans; and communications activities (including a website – www.pinesupdate.com - and regular mailings of information updates to the community). Regular communications with the agency is also a cornerstone of the proj ect. As the site co vers not a facility, but a town and surrounding area, executing access agreements with the land owners for sampling and well installation was a critical task. Four rounds of sampling and analysis have been successfully completed. The Final RI Report has been approved, and the Human Health Risk Assessment Report and the Ecological Risk Assessment Report have been approved and the Draft Feasibility Study has been submitted to the agency. Approved project documents to date are available on USEPA’s website: http://www.epa.gov/region5/sites/pines/index.htm

. Aurora Energy, Fairbanks, AK.Providing consulting services for an EPA HRS scoring investigation of the coal-fired power plant. Activities have included fact sheet preparation, frequently asked questions and answers, document review, strategy development, and risk-based evaluation of detailed coal and coal ash data sets for the facility. Delaware Sand & Gravel Remedial Trust, Delaware, USEPA Region 3. A human health risk assessment (HHRA) focusing on evaluation of the vapor intrusion exposure pathway was performed for the PRPs at a former drum disposal area to evaluate the effectiveness of a Bioremediation System installed as a result of an EPA Superfund Record of Decision Amendment. A tiered vapor intrusion assessment was performed consistent with USEPA guidance using groundwater and then soil gas data. It was successfully concluded, with acceptance from EPA Regi on 3, that no unacceptable risk to human health was posed to occupants of on-site buildings via the vapor intrusion inhalation pathway. Solutia, Inc., Human Health Risk Assessment, Sauget Area 1, Illinois, USEPA Region 5. Prepared a human health risk assessment work plan to follow Superfund guidelines for several abandoned landfill areas and areas downgradient of the landfills. The work plan was accepted by U.S. EPA Region V. A comprehensive human health risk assessment was prepared that evaluated the former land fill areas as well as local residential areas, a creek, and a borrow pit lake. A total of 64 receptor and area scenarios were quantitatively evaluated. Supporting risk modeling included indoor and outdoor air from subsurface soil and groundwater. Activities included site visits, meetings with personnel from USEPA Region 5 and their contractors, and preparations of responses to comments and document revisions. The human health risk assessment has been accepted by the agency, and the results have been used to guide the feasibility study and remedy selection. Constituents of interest included PCBs in ditch sediments. The final report is available on EPA’s website: http://www.epa.gov/region5/cleanup/saugetarea1/pdfs/ sauget1_deadcreek_final_remedy_200604.pdfAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 3 of 13

Sauget Area 2 Sites Group, Human Health Risk Assessment, Illinois, USEPA Region 5. Serving as the senior human health risk assessment manager for a multi-party PRP group. Prepared a human health risk assessment work plan to follow Superfund guidelines for a set of sites thatinclude abandoned landfill areas. Conducted the multi-receptor, multipathway human health risk assessment, including vapor intrusion modeling for both indoor and outdoor air for the multiple multi-acre sites within the project area. Activities included a site visit, meetings and negotiations with USEPA Region 5 and their contractors, and preparation of responses to comments. Columbia Gas Transmission, Strategic Risk Assessment Advisor, West Virginia, USEPA Region 3. Served as strategic risk assessment advisor to a multi-site, ten-state AOC with U.S. EPA Region III to as sess environmental conditions along their pipeline system in the Mid-Atlantic States. Provided strategic risk assessment advice and technical support on the design and implementation of the program, and de veloped a programmatic approach to the evaluation of risk across the program. Was responsible for: review of other contractor reports, development of a common strategy for TPH and mercury to be used across the prog ram, review and summary of risk assessment regulations and guidance for each of the states (Ohio, Pennsylvania, West Virginia, Virginia, Kentucky, North Carolina, Delaware, New Jersey, Maryland, New York, and Louisiana), conducted risk assessments, provided critical review of individual site characterization reports prepared by other contractors, and provided support in negotiations and meetings with regulators. Addition al constituents of interest include PCBs, arsenic, and PAHs. Tippecanoe Landfill, Human Health Ri sk Assessment, Indiana, USEPA Region 5. Conducted agency negotiations (U.S. EPA Region V) concerning the human health risk assessment for a Superfund site. Because arsenic concentrations in groundwater were of concern to the agency, researched and reviewed the toxicological information available for arsenic, and prepared a literature review and evaluation of the dose-response values developed by the U.S. EPA for arsenic. Industri-Plex CERCLA Site, Risk Assessment Review and Strategy for PRP Group, Massachusetts, USEPA Region 1. Provided risk assessment review and strategy for PRP group, and developed risk assessment work plan to address surface water and groundwater exposure pathways. Tennessee Valley Authority, Human Health Risk Assessment, Tennessee, USEPA Region 4. Prepared human health risk assessment and developed target cleanup levels for an abandoned battery manufacturing site. Primary constituent was lead and both child and adult lead models were used in the evaluation. Confidential Client, Human Health Risk Assessment, New Jersey, USEPA Region 5. Conducted a human health risk assessment for a school district's baseball fields located adjacent to a potential Superfund site. ReportAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 4 of 13 was prepared for community distribution, and results presented at a public meeting. Motco Superfund Site, Review of AIC for Volatile Organics, Texas, USEPA Region 6. Reviewed U.S. EPA-developed acute inhalation criteria (AIC) for volatile organics. Devel oped a consistent and scientificallydefensible methodology for AIC development, and applied this methodology to provide alternative AICs for use at the site. Brio Site Task Force, Te xas, USEPA Region 6. Developed acute inhalation criteria for use in a remedial program for benzene, 1,1- dichloroethane, 1,2-dichloroethane, ethyl benzene, methylene chloride, styrene, toluene, 1,1,1-trichloroethane, 1,1,2-trichloroethane, and vinyl chloride.
B. Representative RCRA Experience Solutia, Inc., Human Health Risk Assessment Oversight for the J.F. Queeny Facility, St. Louis, Missouri.Provided oversight for the human health risk assessment prepared for the facility under an order with USEPA Region 6. The risk assessment is desi gned to meet the requirements of both USEPA and the State of Missouri Risk-Based Corrective Action Program. Solutia, Inc., Human Health Risk Assessment for the W.G. Krummrich Facility, Sauget, Illinoi s, USEPA Region 5. Developed the human health risk assessment workplan and reportfor the RCRA Sampling Plan for Solutia's W.G. Krummrich Facility. The workplan was designed to permit evaluation of the "Human Exposures Environmental Indicator" as well as human health risk. Used risk assessment and data visualization to identify extent of areas for remediation such that total site risk would not exceed target risk levels once remediation is complete. Alsoused the risk assessment to identify remedial treatment objectives for soils and groundwater. Target chemicals included PCBs and chlorinated compounds. U.S. Steel, Human Health Risk Assessment, Gary, Indiana, USEPA Region 5. Developed the RCRA RFI Human Health Risk Assessment Workplan for the U.S. Steel Gary Works. Activities included response to regulatory comments on previous repo rts, site visits, review of reports generated both by USS and by local groups about the facility and its environs, development of the risk-related portions of the facility-wide RCRA RFI workplan, in addition to the HHRA workplan, and agency negotiation. Participated in strategy development for and preparation of the human health sections of the Sampling and Analysis Plans for each of the Solid Waste Management Areas being addressed at Gary Works under RCRA (13 in total). Managed and prepared the human health risk evaluation of perimeter groundwater data. Work included conducting a two tiered well-by-well screening (55 wells total). The first tier comparison was to generic and readily available standards, and the second tier took into account background and dilution into receiving water bodies, and evaluated construction worker and indoor air scenarios.AECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 5 of 13

U.S. Steel, Human Health Risk Assessment, Fairless Hills, Pennsylvania, USEPA Region 3. Prepared the human health risk evaluation under RCRA Corrective Action for a parcel of property to be leased by U.S. Steel at Fairless Works. The work was conducted to satisfy Pennsylvania Department of Environmental Protection (PADEP) requirements under the Pennsylvania Act 2 program, as well as USEPA Region 3 requirements. Activities included site visit, meetings and presentations to both agencies, as well as preparation of memoranda and reports. Included in the evaluation was a sensitivity analysis of the parameters used to evaluate a construction worker scenario; site-specific parameters, parameters from the scientific literature, and parameters provided by the agency were evaluated. U.S. Steel, Human Health Risk Assessment, Fairfield, Alabama, USEPA Region 4. Developed the RCRA RFI Human Health Risk Assessment Workplan for the U.S. Steel Fairfield Works under USEPA Region 4 and Alabama Department of Environmental Management (ADEM) requirements. Activities included site visits, preparation of strategy, review of the full RFI workplan to ensure consistency with risk objectives, and preparation of responses to agency comments. Work included a detailed evaluation of USEPA’s current and proposed adult soil ingestion rates. Hartford Working Group, Hartford Hydrocarbon Plume Site, Hartford, Illinois, USEPA Region 5. Provided toxicology and risk assessment services to the PRP group for the Hartford Hydrocarbon Plume site in Hartford, IL. Provided review of indoor air screening levels developed by the Agencies for benzene, butane, isopentane, trimethylbenzene and other petroleum-related constituents used in vapor intrusion evaluations.
C. Representative Risk Assessment Experience Under Other Programs NiSource, Risk Assessment Issues, Columbus, Ohio. Serving as the human health risk assessment expert for NiSource’s environmental programs. Have addressed issues related to PCBs (including conducting employee informational meetings), MGP-related constituents (benzene, PAHs), radon, and mercury. Confidential Utility. Have provided PCB expert support for issues related to PCBs in natural gas pipeline systems and potential residential and commercial exposures. Bureau of Land Management, Environmental Impact Statement, Western States.Developed human health risk assessment to evaluate five pesticides proposed for use in BLM v egetation treatment programs. Risk assessment uses standard USEPA Office of Pesticide Policy risk assessment methods and includes use of the AgDRIFT model to evaluate off-site spray drift and deposition, and transport models to evaluate surface water impacts. Worker, public and Native American subsistence receptors were evaluated. Work has included interagency scoping meetings. ReportAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 6 of 13
available at: http://www.blm.gov/wo/st/en/prog/more/veg_eis.html . 2007. Bureau of Land Management, Environmental Impact Statement, Western States.Conducting human health risk assessment for additional pesticides for the BLM vegetation treatment programs following the protocol developed for the 2007 BLM Vegetation EIS. Confidential Client, Indiana. Evaluated groundwater and soil gas data for vapor intrusive to indoor air using the USEPA version of the Johnson and Ettinger model. Used the Johnson (2002) sensitivity analysis method to ensure that critical model parameters were within acceptable/realistic ranges. Provided deposition testimony and testimony in a court hearing on both the vapor intrusion pathway risk assessme nt and the toxicology of benzene. U.S. Steel, Development of a Standa rdized Risk Evaluation Guidance Manual, Pennsylvania. Worked in conjunction with another firm and USS personnel to develop a standardized Risk Evaluation Guidance Manual for USS. The manual addresses import ant issues in human health and ecological risk assessment, provides background for the issues, USS strategy to address the issues, and examples of standard language and references to be used in future USS reports. The manual will allow for more cost-effective and consistent risk evaluations to be conducted for USS facilities and sites. U.S. Steel, Review and Comment on Indiana's RISC Program, Indiana. Reviewed several draft versions of Indiana's "Risk Integrated System for Closure" guidance, and submitted comments to the agency. Detailed comments were provided on the following topics: construction worker soil ingestion rate, soil saturation limit, arbitrary caps for metals concentrations in soil. Have also prepared comments on Indiana's draft groundwater policy and The User's Guide that details how the RISC program will be applied to RCRA sites under state authority. U.S. Steel, Human Health Risk Assessment, Fairfield, Alabama. Conducted a human health risk evaluation for a parcel of property to be leased by U.S. Steel at Fairfield Works. Activities included evaluation of a construction worker scenario, and use of the Johnson & Ettinger and ASTM models to evaluate indoor and outdoor air. West Virginia Manufacturer’s Association, West Virginia. Worked with the WVMA on a committee to review and provide language to the West Virginia Department of Environmental Protection in development of their tiered site closure guidance. Indiana Department of Environmental Management, Indiana. Served on an IDEM committee to review and provide language in the development of revisions to the "Risk Integrated System for Closure" guidance.
D. Representative Toxicology Experience Utility Solid Waste Activities Group (USWAG), Washington, DC. Reviewed and developed comments on the risk assessment aspects ofAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 7 of 13 USEPA’s June 2010 proposed rulemaking for the disposal of coal combustion residuals (CCRs). Comments focused on a critique of the USEPA’s updated human health and ecological risk assessment, a critique of the USEPA’s fugitive dust model report, and a critique of USEPA’s proposed listing of CCRs as a hazardous waste under RCRA Subtitle C. Utility Solid Waste Activities Group (USWAG), Washington, DC. Reviewed and developed comments on the USEPA’s risk assessment for coal combustion wastes. The risk assessment was released in 2007, and comments were submitted under USWAG cover in January 2008. AECOM addressed all aspects of the risk assessment including human health, ecological risk and fate and transport. Provided oral comments during a national teleconference. Utility Solid Waste Activities Group (USWAG), Washington, DC. Developed information sheet on “What is Coal Ash” for use by the USWAG membership for community relations. Electric Power Research Institute, Palo Alto, CA. Developed the report “Comparison of Ri sks for Leachate from Coal Co mbustion Prod uct Landfills and Impoundments with Risks for Leac hate from Municipal Solid Waste Landfill Facilities,” EPRI Report Number 1020555, available at www.epri.com

. Prairie State Energy Campus, Washington County, IL. Provided presentation to county board on coal ash composition and health risk issues. We Energies, Milwaukee, WI.Reviewed the basis of the state and USEPA screening levels and toxicity values for molybdenum, and demonstrated the over-conservatism used in their derivati on. Provided the review to the state agency, and developed a fact sheet on molybdenum in groundwater for communications with a local community. We Energies, Milwaukee, WI.Reviewed the basis of the state screening levels and toxicity values for aluminum as part of review of the Wisconsin Department of Natural Resources proposed groundwater standards under NR 140. Provided testimony for a board hearing, and met with the state regulators, and demonstrated the over-con servatism used in their derivation. Ameren UE, St. Louis, MO. Developed a human health and ecological risk assessment to support the regulatory closure under the state agency of a former ash impoundment located along a major river at the Hutsonville, IL Power Station. Boron and molybdenum were constituents of interest. Pathways evaluated in the risk assessment included use of groundwater for irrigation purposes and the migration of groundwater to the river and potential impact on the benthic community. Work included negotiation meeting with the local agency. Ameren UE, St. Louis, MO. Serving as an expert for a landfill siting project in Missouri, for issues related to exposure, toxicity and risk assessment. Provided public testimony at a county board meeting as well as written comments that have been submitted into the record.AECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 8 of 13 Ameren UE, St. Louis, MO. Providing toxicology and risk assessment support for various coal ash related projects in Illinois and Missouri. AES, New York.Provided expert testimony on the lack of human health effects of ammonia in groundwater associated with coal ash landfills. Developed expert opinion, reviewed and critiqued opposing opinions, and testified at hearing. AES, Puerto Rico.Provided review and synthesis of data associated with a beneficial use product, AGREMAXTM manufactured by AES Puerto Rico using bottom ash and fly ash from the coal-fired power plant. Specifically, evaluation of data on metals content, leaching of metals, and radionuclides were shown not to pose a human health or environmental risk based on the beneficial uses of AGREMAXTM. Testified on AES behalf at a Puerto Rican Senate subcommittee hearing on coal ash issues. South Carolina Electric & Gas, Columbia, SC.Provided presentation materials for use in a landfill siting and zoning process. Materials addressed the comparison of arsenic and other metals and radionuclides in coal ash and in our natural environment, and background levels of arsenic in foods and background levels of exposure to radioactivity in our natural environment. Utility Solid Waste Activities Group (USWAG), Washington, DC. Provided oversight of comments developed on the proposed listing of naphthalene as a carcinogen by the National Toxicology Program, and on the USEPA’s childhood cancer document. Electric Power Research Institute, California. Worked with another ENSR toxicologist to develop a critique of the benzo(a)pyrene toxicity value developed by the United Kingdom for their Contaminated Lands program.
Confidential Natural Gas Client , Toxicity Assessment, Ohio. Provided toxicity assessment of cleaning compounds proposed for use in the decommissioning of a natural gas pipeline laid on the bed of a reservoir that serves as the primary drinking water source for a community. Demonstrated that even should a catastrophic release of cleaning fluid and/or PCBs occur, human and ecological health would not be adversely affected and thatconcentrations at the drinking water intake would be much lower than healthbased values or detection limits. Confidential Client, Toxicology Review, Indiana. Provided a review of the toxicology and potential carcinogenicity of two structurally similar proprietary industrial chemicals. Used recent data on the nongenotoxic/cytotoxic mechanism of action of a class of potential carcinogens to demonstrate that a safe level for worker exposure exists. U.S. Environmental Protection Agency, Literature Review. Developed a strategy for evaluating absorption data in the literature and applied it to the development of absorption adjustment factors for oral and dermal exposures to soil and water for 5 metals of concern at hazardous waste sites (arsenic, cadmium, chromium III, chro mium VI, inorganic merc ury, organic mercury,AECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 9 of 13 and nickel) based on a thorough review of the literature. Georgia Pacific, Literature Review, Georgia. Reviewed literature and summarized the current scientific kn owledge of the endogenous synthesis of halogenated compounds in humans.
E. Representative MGP Experience Natural Gas Company, Risk Assessment Advisor, Ohio. Serving as strategic risk assessment advisor to the manager of MGP sites. Work includes conducting risk as sessments for MGP sites under various state programs, evaluation of program-wide vapor intrusion data, regulatory negotiations, environmental communications, and employee meetings. Natural Gas Company, Former MGP Site Advisor, Wisconsin. Have reviewed remediation plans and fenceline monitoring plans, gave presentation at public meetings discussing the air monitoring plan, and have reviewed fenceline monitoring data for a remediation project. Energy Company, Former MGP Site Review, Rhode Island. Provided senior review of an air monitoring program and identified where flexibility can be used in the development of fenceline air monitoring standards. Village of Oak Park, Former MGP Site Advisor, Illinois. Provided senior review of remediation plans, and fenceline monitoring plans, and provided air monitoring data evaluation. Was involved in regulatory meetings, negotiations, and presentations to the Village council, including public meetings concerning air monitoring aspects of the project.
Committees Leader of AECOM’s Risk Assessment Technical Practice Group including practitioners internationally within AECOM with specialties in human health and ecological risk assessment and other supporting disciplines. Leader of AECOM’s Coal Combustion Product (CCP) Initiative; responsible for following regulatory developments, and keeping AECOM staff and clients updated on the issues. Elected member of the American Coal Ash Association (ACAA) Executive Committee, and member of the Govern ment Relations Committee, and the Women’s Leadership Forum.
Publications and Presentations “Coal Ash Material Safety: A Health Risk-Based Evaluation of USGS Coal Ash Data from Five US Powe r Plants.” LJN Bradley. Poster presented at the Society of Toxicology Annual meeting, March 2013, San Antonio, TX. Abstract 2211, The Toxicologist, Volume 132, Issue 1. Available at: www.toxci.osfordjournals.org

.AECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 10 of 13

“Key Decisions in Establishing National Ambient Air Quality Standards.” L Fraiser and LJN Bradley. Poster presented at the Society of Toxicology Annual meeting, March 2013, San Antonio, TX. Abstract 1567, The Toxicologist, Volume 132, Issue 1. Available at: www.toxci.osfordjournals.org

. “Coal Ash Material Safety: A Health Risk-Based Evaluation.” LJN Bradley. American Coal, Issue 2, 2012. Available at: www.americancoalonlime.com

. “Coal Ash Material Safety: A Health Risk-Based Evaluation of USGS Coal Ash Data from Five US Powe r Plants.” LJN Bradley. Ash at Work, Issue 1, 2012. Available at: www.acaa-usa.org
. “Health Hazards and Risk Issues: So rting Fact from Fear.” Invited presentation at the Coal Combustion Products Utilization & Management: A Practical Workshop. Lexingt on, KY. October 9-10, 2012. “Is this Risk for Real? Putting Ri sk Results into Context.” Invited presentation at the Midwest Energy Association meeting, Minneapolis, MN. September 2012. “Coal Ash Material Safety: A Health Risk-Based Evaluation of USGS Coal Ash Data from Five US Power Plants.” American Coal Ash Association Summer Meeting, Portsmouth, VA. June 2012. “Coal Ash Material Safety: A Health Risk-Based Evaluation of USGS Coal Ash Data from Five US Po wer Plants.” June 2012. Report prepared for the American Coal Ash Association. Available at: www.acaa-usa.org
. “Coal Ash Material Safety: A Health Risk-Based Evaluation of USGS Coal Ash Data from Five US Power Plants.” Press Co nference, National Press Club, Washington, DC. June 6, 2012.
“Health Risk of CCPs: Is Coal Ash Toxic?” Presentation at the South Carolina SWANA Meeting. Myrtle Beach, SC, May 2012.
“Health Risk of CCPs: Is Coal Ash Toxic?” Presentation at Electric Power 2012. Baltimore, MD, May 2012. “Hexavalent Chromium in Perspective” Presentation and invited Chair – Human Health Risk Panel, MGP 2012, Chicago, IL, March 29, 2012. “Health Risk of CCPs.” Invited presentation at the Coal Ash Consortium, Scottsdale, AZ, March 28, 2012.
“Health Risk of CCPs.” Presented at the EUCI conference on CCR Management: Impacts of Regulations and Technological Advances. , Nashville, TN, February 28-29, 2012. “Coal Ash in Context: Separating Science from Sound Bites As RegulatoryAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 11 of 13 and News Media Debates Continue.” LJN Bradley and J Ward. Ash at Work, Issue 1, 2011. Available at www.acaa-usa.org
. “Management of Coal Ash Disposal and Household Trash – Do They Need to be Different?” LJN Bradley. Energeia, Volume 22, No. 4, 2011. Available at: http://www.caer.uky.edu/energeia/enerhome.shtml

. Bradley, L.J.N., “Compari son of Risks for Leachate from Coal Combustion Product Landfills and Impoundments with Risks for Leachate from Municipal Solid Waste Landfill Facilities.” EPRI Report Number 1020555, available at www.epri.com

. “Risk Assessment: How the EPA Looks at Coal Combustion Products.” Presented at the ACAA Fall meeting, Indianapolis, IN, September 27, 2011.
“Risk assessment: An overview of how the U.S. Environmental Protection Agency looks at coal combustion re siduals.” Presented at the American Chemical Society meeting in Denver, CO, August 28, 2011. “Is Coal Ash Toxic?” Keynote Presentation at the World of Coal Ash May 10- 12, 2011, and invited presentation at The Coal Institute/NCCI meeting July 11, 2011. “Potential Effect of Proposed Coal Combustion Residuals Regulation and Alternative Leach Testing on Beneficial Reuse.” World of Coal Ash May 10- 12, 2011. “Comparison of Ri sks for Leachate from Coal Co mbustion Prod uct Landfills and Impoundments with Risks for Leac hate from Municipal Solid Waste Landfill Facilities.” World of Coal Ash May 10-12, 2011, and poster at Society of Toxicology March 6-10, 2011. “Overview of Coal Ash Regulatory Issues.” NCASI Northern Regional Meeting May 18-19, 2011. “Perspectives on Health Risks Associated with Beneficial Re

‐ Use of Byproducts of Coal Combustion.” McIlvaine Hot Topic Hour. April 28, 2011.
”Risk Assessment: How the EPA Looks at Coal Combustion Products.” EUCI March 13-14, 2011.
“Risk Assessment: How the EPA Looks at Coal Combustion Products.” Presented at the EUCI conference on Future of Coal Combustion Products (CCPs): Regulatory, Legal, Technical, and New Markets, March 2011, Denver, CO. “Development of a Realistic Risk Assessment Conceptual Site Model for an Urban River Sediment Site.” B. Ruffle, L. Bradley, K. Durocher, and L. Fraiser. Battelle Sediment Conference February 7-10, 2011. Press Conference with ACAA (American Coal Ash Association) , October 27,AECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 12 of 13 2010, Knoxville, TN. “USEPA’s Proposed rule for Coal Combustion Residual (CCRs): Beneficial Use Aspects.” Keynote address given at the June 2010 meeting of the American Coal Ash Association, Baltimore, MD. Bradley, L.J.N, and A. Ellis. “Overview of a CCP Site Investigation Conducted Under the Superfund Alternative Program.” Presented at the ACAA spring meeting, March 2010, Nashville, TN. “Coal Ash Business Planning a nd Management: Addressing Risks and Liabilities in a Changing Regulatory Environment.” Workshop presented at the EUCI Conference on the Future of Coal Combustion Products, March 2010, Houston, TX. L.J.N. Bradley, J. Trast, J. Matus,, and A. Kier. “PAHs and Dioxins Not Present in Fly Ash at Levels of Concern.” World of Coal Ash, May 2009 and Society of Toxicology, March 2009. Bradley, L.J.N., G.M. Fent, and S.W. Casteel. “In Vivo Bioavailability of Arsenic in Coal Combustion By-Products.” Poster presented at the Society of Toxicology 2008 annual meeting in Seattle, WA. Bradley, L.J.N., K. Sullivan, and M. Garcia. “Background Levels of Benzene in Indoor and Outdoor Air.” Paper presented at the Gas Technology Institute’s Natural Gas Technologies II Conference, Phoenix, Arizona. February, 2004 Bradley, L.J.N., and K.A. Sullivan. "Risk-Based Action Levels for Remediation Project Fence-Line Air Monitoring Programs." The Toxicologist. 72(S-1): 395. March, 2003 Bradley, L.J.N., and M. Gerath. "Gene ric Risk and Fate Analysis for Mercury at Natural Gas Meters." Paper presented at the December 1998 Society for Risk Analysis Annual Meeting, Phoenix, AZ. Bradley, L.J.N., K.B. Lemieux, M.C. Garcia, A.H. Parsons, and D.E. Rabbe. "Comparison of Concentrations of Selected Metals and Organics in Fish Tissue and Sediment in the Grand River, Ohio, and the Southern Lake Erie Drainage Basin." Human and Ecological Risk Assessment 4(1):57-74 (1998). Bradley, L.J.N. "TPH Analyses Provid e Means of Direct Assessment of Diesel Releases." Paper presented at the October, 1997, Contaminated Soils Conference, Amherst, MA. Bradley, L.J.N. "Risk Assessment of Ha zardous Air Pollutants in Arizona." Paper presented at the December, 1996 Society for Risk Analysis Annual Meeting, New Orleans, LA. Bradley, L.J.N. "Cost-Effective Use of Tiered Approaches in Risk Assessment." Paper presented at the October, 1996 Annual Conference onAECOM LJN Bradley Resume Chelmsford, MA Environment July 2013 Page 13 of 13 Contaminated Soils, Amherst, MA. Bradley, L.J.N. "Role of Risk Assessment in Environmental Management." Invited paper presented at the West Virginia Manufacturers Association Environmental Compliance Conference, May, 1996, Charleston, WV. Bradley, L.J.N. "New Toxicology Data for Chloroform: Implications for the Pulp and Paper Industry." Proceedings of the 1996 Environmental Conference of the Technical Association of the Pulp and Paper Industry. Vol 1, pp. 13-16 (1996). Bradley, L.J.N. "Ingested Arsenic - Are the Taiwanese Data Appropriate for Risk Assessment in the U.S." Paper presented at the December, 1994, Society of Risk Analysis Conference, Baltimore, MD. Magee, B.H., and L.J.N. Bradley. "Abs orption Adjustment Factors for Use in Risk Assessment." Proceedings of the International Congress on the Health Effects of Hazardous Waste. (1994). Bradley, L.J.N., B.H. Magee, and S.L. Allen. "Background Levels of Polycyclic Aromatic Hydrocarbons and Selected Metals in New England Urban Soils." J. Soil Contam. 3(4):349-361. (1994). Magee, B.H., L.J.N. Bradley, E.L. Butl er, A. Dasinger, J. Grabowski. "RiskBased Target Clean-Up Levels for TPH in Soils." In: Hydrocarbon Contaminated Soils. Vol. 3. pp. 303-319. Edited by P.T. Kostecki and E.J. Calabrese. 1993. Bradley, L.J.N. "Human Health Risk Assessment Workshop." Presented at the September, 1992, Hydrocarbon Contaminated Soils Conference, Amherst, MA.

### EXHIBIT 13

AFFIDAVIT OF STEVEN C. WHITWORTH

### AFFIDAVIT OF STEVEN C. WHITWORTH I. BACKGROUND AND QUALIFICATIONS 1. My name is Steven C. Whitworth, and I am employed by Ameren Services Company as the Director of Environmental Services. Ameren Services Company provides business services to Ameren Corporation's operating companies including Ameren Energy
Resources ("AER") and its subsidiary companies, Ameren Energy Generating Company ("GENCO") and AmerenEnergy Resources Company. I have been employed with Ameren Services Company since 1998 following the merger of Central Illinois Public Services Company and Union Electric Company. During the course of my career I have worked in the environmental air quality and permitting arena since 1989. I have been in my current position since 2007. In addition to supervising staff personnel, I am responsible for implementing policies and procedures relating to environmental compliance. In this capacity, I am responsible for representing the Ameren Companies before regulatory and administrative bodies with respect
to state and federal permitting conditions and regulatory requirements. 

### II. MERCURY EMISSIONS REDUCTIONS 2. In 2006, the State of Illinois adopted regulations pertaining to mercury emissions. Thereafter in 2007, the Ameren MPS Group elected to comply with the state's mercury regulation by opting into an alternative compliance mechanism called the Multi Pollution Standard ("MPS"). By enrolling in the MPS, sources agreed to specified reductions in NOx and S0 2 emissions in exchange for deferring until 2015 compliance with mandatory emission standards. The Ameren MPS Group opted all of its twenty-one coal-fired steam generating units located at seven power stations throughout the state into the MPS. On a system-wide basis those units are required to meet enumerated declining emission rates for NOx and S0 2 •



### ' '

### 3. AER sought to delay the implementation dates for two of the S0 2 

### annual emission
rates of the MPS. Specifically, AER sought a variance from the Illinois Pollution Control Board ("Board") to defer compliance with the MPS 2015 S0 2 

### annual emission rate of 0.25 pounds per million British thermal units ("lbs/mmBtu"), and the 2017 S0 2 

### annual emission rate of 0.23 lbs/mmBtu. 35 Ill. Adm. Code 225.233(e)(3)(C)(iii) and (iv). It 

### is important to note that AER did not seek a change to either the NOx limits or the mercury requirements. 4. The Board granted AER a variance on September 20, 2012. The Board-issued variance also did not grant any changes to the MPS NOx emission limits or mercury requirements. AER has taken additional steps since the date of the Board opinion and order to reduce mercury emissions from the fleet beyond what is required by the MPS. AER early elected five EGUs to meet the 0.008 lb/GWh mercury emission limit in 2013. Those EGUs include: Coffeen Units 1 and 2 beginning February 1, 2013, Newton Units 1 and 2 beginning April 1, 2013, and E.D. Edwards Unit 3, beginning July 1, 2013. Moreover, Duck Creek and Joppa Units 1 through 6 have qualified as "Low Mass Emitting" units by demonstrating that potential mercury emissions are de minimis ( <29 lbs/year). 5. AER's voluntary early mercury reductions resulted in compliance with the MPS requirements (35 Ill. Adm. Code 225.233(d)(1)) a year to a year and a half earlier than the January 1, 2015 date required under the rule.

Further affiant sayeth not.

Steven C. 

### Whitworth

Subscribed and sworn to before me

### ~

## this~ day of July, 2013.

### EXHIBIT 14

NEWTON FGD CONSTRUCTION PERMITILLINOIS ENVIRONMENTAL PROTECTION AGENCY
1021 NORTH GRAND AvENue EAST, P .O. Box 19506, SPRINGFIELO, IlliNOIS 62794-9506- ( 21 7) 782-2113
PAT QUINN, CovEgNoK DOUGLAS P. SCOTT. DIRE< T< >R
2 17/782-2113

PERMITTEE CONS TRUCTION PERMIT NSPS AND NESHAP SOURCE

Ameren Energy Generating Company Attn: Michael L. Menne, Vice President 1901 Chouteau Avenue St. Louis, Misso uri 63103 Application No.: 100700 51 I. D. No.: 079808AAA Applicant's Designation: NEWTONFGD Date Received: July 23, 2010 Subject: Addition of Flue Gas Desulfurization Systems Date Issued: December 20, 2010 Location : 6725 North SOOth Street, Newton, Jasper County

Permit is hereby granted to the above-designated Permittee to CONSTRUCT emission source(s) and/or air pollution control equipment consisting of the addition of two flue gas desulfurization {FGD) systems, one each for the existing Newton steam generating units, Units NB-1 and NB-2, and one dieselfired engine-generator, as described in the above-referenced application

. This permit is subject to standard conditions attached hereto and the following special conditions: Conditions for the Project and Newton Units NB-1 and NB-2 1.1 Introduction

a . This permit authorizes the addition of two FGD systems, one each for Units NB-1 and NB-2. The FGD systems are being installed in order to comply with future environmental requirements. b. This permit also authorizes constr u ction of the following equipment and facilities as part of this project:

• Two new induced draft fans for each unit (four total)

. • A single new chimney with separate flues for each unit

. • A limestone handling facility for the pulverized limestone for the FGD systems. • A gypsum hand li ng facility for the gypsum material from the FGD systems. • A diesel engine-generator to provide emergency electrical power for the FGD systems. 1

. 2 Non-Applicability Provisions

a. This permit is issued based on this project being an emission control project that 1-1ill reduce emissions of sulfur dioxide (S0 2 ) and sulfuric acid mist from Units NB-1 and NB-2 and will not increase emissions of other pollutants from these Units.

PRINTED ON REC YCL ED PAPERPage 2

b. This permit is issued based on the new support equipment and facilities associated with the FGD systems, as constrained by the limitations and requirements in this permit, not being a major modification for purposes of the federal PSD rules. This is because the increases in emissions of individual PSD pollutants from these units are less than the significant emission rates set in the PSD rules. 1.3 Other Applicable Requirements

a. This permit does not relax or revise applicable requirements for Units NB-1 and NB-2 and associated control equipment, including requirements in existing permits for the source, including provisions for**stC~:rtup ,**  malfunction and breakdown, recordkeeping , and reporting

. b. This permit does not relieve the Permittee of the responsibility to comply with all Local, State and Federal Regulations that are part of the applicable Illinois State Implementation Plan, as well as all other applicable Federal, State and Local requirements. In particular, this permit does not excuse the Permittee from the obligation to undertake further actions at or for the source as may be needed to ensure that it would not cause or contribute to violations of National Ambient Air Quality Standards, including accepting additional limits on the emissions of Units NB-1 and NB-2 and other emission units at the source, enhancing the operation of the new FGD systems for the Units, their existing control equipment, or the control equipment or control measures for other emission units at the source to assure compliance with such limits, and/or enhancing dispersion of emissions from the Units and other emission units at the source. 1.4. Control Practices

a. Each FGD system shall be equipped with a high efficiency mist eliminator to minimize entrained scrubbant carryover. b. At all times, the Permittee shall, to the extent practicable, maintain and operate Units NB-1 and NB-2 with new C'Gl> systems in a manner consistent with good air pollution control practice for minimizing emissions. 1.5 Emissions Testing Requirements

a. Within one year (365 days) after the initial startup of Unit NB-1 and NB-2 with an FGD system, the emissions of particulate matter, both filterable and condensable, from the unit shall be measured by an approved testing service while the unit is operating in the maximum load range and other representative operating conditions. b. The following methods and procedures shall be used for testing of emissions, unless another method is approved by the Agency:Page 3

Refer to 40 CFR 60, Appendix A, and 40 CFR Part 51, Appendix M, for USEPA test methods. Location of Sample Points Gas Flow & Velocity Particulate Matter Condensable Particulate Matter USEPA Method 1 USEPA Method 2 USEPA Method 5 USEPA Method 202

c. Prior to carrying out these tests, the Illinois EPA's Regional Office and Source Emission Test Specialist shall be notified a minimum of 30 days prior to the expected date of these tests and further notified a minimum of 5 working days prior to the tests of the exact date, time and place of these tests, to enable the Agency to witness these tests. d. Three copies of the Final Report(s) for these tests shall be submitted to the Illinois EPA within 14 days after the test results are compiled and finalized. The following information shall be submitted with the results: i. The gross power generation and the steam generation rate for the unit during the test. ii. Significant operating parameters of the FGD system, such as absorber pH levels, scrubber slurry density, scrubbant circulation rate, limestone slurry makeup rate and slurry bleed rate, as measured during the tests. iii. S0 2 emission data during the periods of testing based on emission monitoring, and the calculated S0 2 control efficiency on a daily basis. iv. Opacity data collected by the continuous opacity monitoring systems during each test run and if conditions are suitable for such observation, observations of opacity at the stack (two 6-minute averages) for each test run. 1.6 Recordkeeping Requirements
All records required by this permit shall be retained at a readily accessible location at the source for at least three years from the date of entry and shall be made available for inspection and copying by the Illinois EPA upon request. Any records retained in an electronic format (e.g., computer) shall be capable of being retrieved and printed on paper during normal source office hours so as to be able to respond to an Illinois EPA request for records during the course of a source inspection. 1.7 Notifications The Permittee shall notify the Illinois EPA in writing within 30 days of the initial startup of each FGD system.Page 4

1.8 Reporting Requirements If there is a deviation from the requirements of this permit, the Permittee shall promptly report the deviation to the Illinois EPA. Unless otherwise specified, this report shall be submitted within 30 days of the deviation. The report shall describe the deviation, the probable cause of the deviation, corrective actions that were taken and any actions to prevent future occurrences. 1

. 9 Report/Notifications Submittals Two copies of all reports and notifications required by this permit shall be sent to: Illinois Environmental Protection Agency Division of Air Pollution Control Compliance Section (#40) P.O. Box 19276 Springfield, Illinois 62794-9276 Telephone: 217/782-5811 Fax: 217/782-6348 and one copy shall be sent to the Illinois EPA's regional office at the following address unless otherwise indicated: Illinois Environmental Protection Agency Division of Air Pollution Control 2009 Mall Street Collinsville, Illinois 62234 Telephone: 618 / 346-5120 Fax: 618/346-5155 1.10 Authorization for Operation

a. i. Units NB-1 and NB-2 with FGD systems each may operate for up to one year under this permit during which period shakedown and emissions testing shall be completed. ii. This period of time may be extended by the Illinois EPA for up to an additional 365 days upon written request by the Permittee as needed to reasonably accommodate difficulties that are encountered in the shakedown and emissions testing of the unit(s) with the new FGD systems

. b

. Following completion of required emissions t e sting, the Permittee is allowed to operate Units NB-1 and NB-2 with FGD systems under this permit until the operation of the FGD systems is addressed by a CAAPP permit.

c. These conditions supersede Standard Condition 6.Page 5
Unit-specific Conditions for the New Material Handling Facilities 2.0 Introduct"ion The affected facilities for the purpose of these Unit-Specific Conditions are the new facility for handling limestone for the new FGD systems and the new facility for handling the "gypsum" (sludge or spent material) from these FGD systems. 2.1 Applicable Emission Standards

a. The Permittee shall not cause or allow the emission of fugitive particulate matter (PM) from an affected facility that is visible by an observer looking generally toward the zenith (that is looking at the sky directly overhead) from a point beyond the property line of the source pursuant to 35 IAC 212.301. b. The Permittee shall not cause or allow the emission of smoke or other PM, with an opacity greater than 30 percent into the atmosphere from an affected facility, pursuant to 35 IAC 212 .123 (a)

.
c. The process emission units in the affected facilities shall comply with 35 IAC 212.321(a), which provides that no person shall cause or allow PM emissions into the atmosphere in any one hour period from any new process emission unit which, either alone or in combination with the PM emission from all other new similar process emission units at a source or premises, exceeds the allowable emission rates specified in 35 IAC 212.321(c}. 2.2 Non-Applicability Provisions

a. This permit is issued based on the affected limestone handling facility not being subject to the federal New Source Performance Standards (NSPS} for Nonmetallic Mineral Processing Plants, 40 CFR 60 Subpart 000, because the facility does not crush or grind limestone so that it does not constitute a nonmetallic mineral processing plant, as defined by 40 CFR 60.671, for limestone. b. This permit is issued based on the affected gypsum handling facility not being subject to the NSPS, 40 CFR 60 Subpart 

### ooo because it does not crush or grind gypsum, so that it does not constitute a nonmetallic mineral processing plant for gypsum. 2.3 Operational Limitations

a. The amount of limestone received by the affected limestone handling facility shall not exceed 150,000 tons per year. Compliance with this limit and other annual limits set by this permit shall be determined from a running total of 12 months of data, i.e., from the sum of the data for the current month and the data for the preceding 11 months.Page 6

2.4 a.

b. i

.

i i.

i. A. There shall be no visible PM emissions from the affected limestone handling facility. B. The filters for affected limestone handling facility shall have a design outlet loading for PM of no more than 0.02 grains/scf, as shown by the manufacturer's performance specifications for the device or representative emission test data for similar filter devices. A. The total stack emissions of PM and PMlO from the limestone silos (bin vent filters) shall both not exceed 0.85 tons per year. This limi.t for PMlO emissions, and other limits for PMlO emissions set in this permit, shall only apply to filterable emissions of PMlO, as would be measured in accordance with 35 IAC 212.108(a).
B

. Other than stack emissions from the limestone silos, as addressed above, this permit is issued based upon negligible emissions of particulate from the affected limestone handling facility. For this purpose, emissions of PM and PMlO from the affected facility, other than from the limestone silos, shall each not exceed 0.44 tons per year. Gypsum material shall only be mechanically de-watered, i.e., this permit does not authorize thermal drying of the material. ii. The particulate emissions from the affected gypsum handling facility, including both stack and fugitive emissions, shall not exceed 7.4 and 2.6 tons per year of PM and PMlO, respectively. These limits are based on the information in the application, including the projected maximum throughput of de-watered material per year, a nominal 15 percent moisture content for de-watered material, and appropriate USEPA AP-42 emission factors for handling wet material.

c. At all times, the Permittee shall maintain and operate the affected limestone and gypsum handling facilities, including associated air pollution control measures, in a manner consistent with good air pollution control practices for minimizing emissions. d. i. A. The transport of limestone on roads at the source shall be on paved roads that are maintained in good condition to control PM emissions.
B. The transport of the gypsum on roads at the source shall either be on paved roads that are maintained inPage 7

ii. A. good condition to control PM emissions or on roads that are treated with wet suppression to achieve at least a nominal 85 percent control for PM emissions. The PM and PM 10 emissions from transport of gypsum on roads at the source shall not exceed 10.0 and 2.5 tons/year, respectively. B. This permit is issued based upon negligible emissions of particulate from transport of limestone on roads at the source. For this purpose, emissions of PM and PMlO shall each not exceed 0.44 tons per year. 2.5 Inspection and Maintenance Requirements

a. Inspections of the affected limestone and gypsum handling facilities including emission control measures shall be conducted at least once per month when a facility is in operation to confirm compliance with the requirements of this permit. b. Maintenance and repair of enclosures, filters, and other control measures shall be performed to assure that such measures function properly when material is being handled.

c. The Permittee shall maintain records of the above inspections and maintenance/repair activity in an operating and maintenance log or other records. These records shall contain, at a minimum, the date, time and description of the inspections or maintenance/repair activities. 2.6 Opacity Measurements Upon written request by the Illinois EPA, the Permittee shall conduct opacity observations for operation(s) or unit(s) at the affected facilities, as specified in the request. These observations shall be conducted within 45 calendar days of the date of the request or by the date agreed upon by the Illinois EPA, whichever is later. 2.7 Recordkeeping Requirements

a. For each filter in the affected limestone handling facility, the Permittee shall maintain a file containing documentation for guaranteed PM emission rate, in gr/dscf, as provided by the supplier of the device. b. The Permittee shall maintain operating records for the following items for the affected facilities: i. Amount of limestone received, tons/month and tons/year. ii. Amount of limestone transferred to the FGD systems, tons/month and tons/year.Page 8

iii. Amount of gypsum handled, tons/month and tons/year.

c. The Permittee shall keep records for the implementation of fugitive dust control measures on roadways used by trucks that handle limestone and gypsum. d. The Permittee shall keep the following records related to PM and PMlO emissions (tons/month and tons/year), with supporting calculations: i. Records of stack emissions from the silos at the affected limestone handling facility. ii. Records of emissions from the gypsum handling facility. iii. Records of emissions from roadways at the source from transport of gypsum. 2.8 The limestone and gypsum handling facilities may be operated pursuant to this construction permit until an operating permit becomes effective that addresses operation of these facilities. This condition supersedes Standard Condition 6. Unit-Specific Conditions for the Emergency Engine Generator 3.1 Introduction One new diesel-fired reciprocating internal combustion engine-generator (the affected engine) will be installed at the source to provide electricity to the FGD systems on a temporary basis during interruptions or outages of the normal power supply. The affected engine would also be operated for maintenance and readiness checks. 3.2 Applicable Emission Standards

a. i. The affected engine is subject to the NSPS for Stationary Compression Ignition Internal Combustion Engines, 40 CFR 60, Subpart IIII. The Permittee must comply with applicable requirements of the NSPS, 40 CFR 60 Subpart IIII, and related requirements of 40 CFR 60, Subpart A, General Provisions, for the affected engine. ii. This permit is issued based on the affected engine being subject to the NSPS requirement for 2010/11 model year and later emergency engines with a displacement of less than 30 liters per cylinder so that the engine is subject to and shall comply with the applicable emission standards in 40 CFR 89.112 and 89.113, pursuant to 40 CFR 60.4205(b). iii. The Permittee shall operate and maintain the affected engine according to the manufacturer's written instructionsPage 9

b.

c. or procedures developed by the Permittee that are approved by the engine manufacturer, pursuant to 40 CFR 60.4211{a). The Permittee shall also meet any applicable requirements of 40 CFR Parts 89, 94 and/or 1068 for the affected engine. iv. The Permittee shall use diesel fuel in the affected engine that meets the requirements of 40 CFR 80.510, pursuant to 40 CFR 60.4207.

v. The Permittee shall demonstrate compliance with the NSPS emission standards for the affected engine in accordance with 40 CFR 60.4211(c), by purchasing an engine certified to the emission standards in 40 CFR 60.4205(b). The affected engine must be installed and configured according to the manufacturer's specifications. vi. The Permittee shall install, operate and maintain a nonresettable hour meter on the affected engine, as required by 40 CFR 60.4209(a}. vii. This permit is issued based on the affected engine not being equipped with a diesel particulate filter, so that the monitoring requirements of the NSPS, 40 CFR 60.4209(b), for such devices do not apply. i. The affected engine is subject to the federal National Emission Standards for Hazardous Air Pollutants (NESHAP) for Stationary Compression Ignition Internal Combustion Engines. The Permittee must comply with applicable requirements of this NESHAP, 40 CFR 63 Subpart ZZZZ, and related requirements of 40 CFR 63, Subpart A, General Provisions, for the affected engine. ii. This permit is issued based on the affected engine being subject to limited requirements of the NESHAP for emergency engines, which consist of the initial notification requirements as described in 40 CFR 63.6645{f}, because the affected engine is a new emergency engine pursuant to 40 CFR 63

. 6590(b) (1) (i).
i. The emission of smoke or other particulate matter from the affected engine shall not exceed an opacity greater than 30 percent, pursuant to 35 IAC 212.123(a), except as provided by 35 IAC 212.124(a} and Conditions 3.2(c) (ii} below. ii. Subject to the following terms and conditions, the Permittee is authorized to continue operation of the affected engine in violation of the applicable opacity standard in 35 IAC 212.123(a} in the event of a malfunction or breakdown of the engine. This authorization is provided pursuant to 35 IAC 201.149, 201.161 and 201.262, as the Permittee has applied for such authorization in itsPage 10
application, generally explaining why such continued operation would be required to prevent severe damage to equipment, and describing the measures that will be taken to minimize emissions from any malfunctions and breakdowns. A. This authorization only allows such continued operation as necessary to provide essential service or to prevent injury to personnel or severe damage to equipment and does not extend to continued operation solely for the economic benefit of the Permittee.
B. Upon occurrence of excess emissions due to malfunction or breakdown, the Permittee shall as soon as**pr~cticable** restore normal power to the FGD systems or complete the shutdown of Units NB-1 and NB-2 or undertake other action so that excess emissions cease. C. The Permittee shall fulfill applicable recordkeeping and reporting requirements of Conditions 3.8(c) and 3. 9

. D. If the Permittee continues to operate the affected engine with excess emissions during malfunction or breakdown for purposes that are not related to providing emergency power to the FGD systems, the Permittee shall immediately notify the Illinois EPA's Regional Office, by telephone, facsimile or e-mail for each incident in which the opacity from engine exceeds or may have exceeded 30 percent for more than one hour (ten 6-minute periods) unless the Permittee has begun the shutdown of the engine by such time. Following this notification to the Illinois EPA of a malfunction or breakdown with excess emissions, the Permittee shall comply with all reasonable directives of the Illinois EPA with respect to such incident, pursuant to 35 IAC 201.263. (Otherwise, if opacity during an incident only exceeds or may have exceeded 30 percent for less than one hour, the Permittee need only report the incident in the periodic compliance report for Units NB-1 and NB-2.)
E. This authorization does not relieve the Permittee from the continuing obligation to minimize excess emissions during malfunction or breakdown d. Pursuant to 35 IAC 214.301, emissions of sulfur dioxide into the atmosphere from the affected engine shall not exceed 2,000 ppm. 3.3 Non-Applicability ProvisionsPage 11

a. This permit is issued based on the affected engine not being subject to the requirements of the federal Acid Rain Program because it is not a utility unit. (Refer to 40 CFR 72.2 and 72.6.) Accordingly, electricity generated by the affected engine may not be sold to the power grid on a commercial basis. b. This permit is issued based on the affected engine not being subject to the requirements of 35 IAC Part 212, Subpart L, because a process weight rate cannot be set, due to the nature of such unit, so that these rules cannot reasonably be applied, pursuant to 35 IAC 212.323. 3.4 Operational Limitations

a. The rated output of the affected engine shall not exceed 1250 KW. b. The affected engine shall not be operated for any purpose other than emergency operation and maintenance and operational testing, pursuant to 40 CFR 60.4211(e).

c. i. Operation of the affected engine shall not exceed 500 engine-hours per calendar year, provided, however, that the Illinois EPA may authorize temporary operation of the engine in excess of 500 hours per year to address extraordinary circumstances that require operation of this device, by issuance of a separate State construction permit addressing such circumstances. ii. The operation of the affected engine for maintenance and readiness checks shall be limited to 100 hours per calendar year so that the engine qualifies as an emergency engine for purposes of the NSPS. 3.5 Emission Limitations

a. Emissions from the affected engine shall not exceed the following limitations. Compliance with these annual limitations shall be determined from a running total of 12 months of data. Pollutant Lbs/Hour 1 Tons/Year 2 NO'- 18.6 4.7 

### co 2.8 0.7 The hourly limitations for NOx and CO are based on emission data from the manufacturer of the engine calculated using nameplate capacity of the engine (1,677 HP), which was provided in the application. The S0 2 emission limitation is based on fuel sulfur specifications, pursuant to 40 CFR 80.510 (a) (2).Page 12

b. The annual limitations are based on operation of the. affected engine for 500 hours per year at the hourly emission rate limit. This permit is issued based on negligible emissions and VOM from the affected engine. For this purpose, 80 2 and PM/PM 10 shall not each exceed 0.1 tons/year. VOM shall not exceed 0.2 tons/year. of 80 2 , PM/PM 10 emissions of Emissions of

3.6 Opacity Measurements

a. Upon written request by the Illinois EPA, the Permittee shall have the opacity of the exhaust from the affected engine during representative operating conditions determined by a qualified observer in accordance with USEPA Method 9, as further specified below. These observations shall be conducted within 45 calendar days of the date of the request, or on the date the affected engine next operates, or by the date agreed upon by the Illinois EPA, whichever is latest. b. i. The Permittee shall notify the Illinois EPA at least 7 days in advance of the date and time of testing, in order to allow the Illinois EPA to witness testing. This notification shall include the name and employer of the observer(s) and identify any concerns for successful completion of observations, i.e., lack of suitable point for proper observation or inability to conduct observations under specified operating conditions.
ii. The Permittee shall promptly notify the Illinois EPA of any changes in the date or time of testing.

c. The Permittee shall provide a copy of its observer's readings to the Illinois EPA at the time of testing, if Illinois EPA personnel are present. d

. The Permittee shall submit a written report for these observations within 15 days of the date of observation. This report shall include: i. Date and time of testing. ii. Name and employer of qualified observer. iii. Copy of current certification. iv. Description of observation conditions.

v. Description of engine operating conditions. vi. Raw data

.Page 13

vii. Opacity determinations. viii. Conclusions.
3.7 Emission Testing Requirements Within 180 days of a written request from the Illinois EPA, or the date agreed upon by the Illinois EPA, whichever is later, the Permittee shall have tests conducted for the affected engine for emissions of NOx, CO, PM, and NMHC by an approved independent testing service. These tests must be conducted in accordance with the requirements in 40 CFR 60.4212. 3.8 Recordkeeping Requirements

a. The Permittee shall fulfill applicable recordkeeping requirements of the NSPS for the affected engine. b. The Permittee shall maintain records of the following items for the affected engine: i. A. A file containing manufacturer's specifications for the affected engine's model year, maximum engine capacity, manufacturer's certification of compliance with 40 CFR Part 89 or Part 1039, and associated emission factors. B. Data for the maximum hourly emission rates {lb/hour) from the affected engine, with supporting calculations. ii. An operating log or other operating records, which shall include the following information: A. Information for each time the engine is operated, with date, time, duration, and purpose {i.e., exercise or emergency need), in accordance with 40 CFR 60.4214{b). B. Information for any incident in which the operation of the engine continued during malfunction or breakdown, including: date, time, and duration; a description of the incident; whether emissions exceeded or may have exceeded any applicable standard; a description of the corrective actions taken to reduce emissions and the duration of the incident; and a description of the preventative actions taken. iii. A maintenance and repair log or other records, listing each activity performed with date.Page 14

iv. The following operating records: A. Type of fuel used in the affected engine, including maximum sulfur content. B. Operating hours of the affected engine (hours/month and hours/year)

.
v. Records of**NO~** and CO emissions {tons/month and tons/year), with supporting calculations. vi. Records for opacity observations made in accordance with USEPA Method 9 for the affected engine that it conducts or that are conducted on its behest by individuals who are qualified to make such observations. For each occasion on which such observations are made, these records shall include the identity of the observer, a description of the various observations that were made, the observed opacity, and copies of the raw data sheets for the observations.

c . Pursuant to 35 IAC 201.263, the Permittee shall maintain the following records related to malfunction and breakdown of the affected engine: i. Maintenance and repair log{s) for the affected engine that, at a minimum, address aspects or components of the engine for which malfunction or breakdown has resulted in excess emissions, which shall list the activities performed on such aspects or components, with date and description. ii. Records for each incident when operation of the affected engine continued with excess opacity, including malfunction or breakdown as addressed by Condition 3.2{c) (ii), that, at a minimum, include the following information: A. Date, time, duration and description of the incident, including actions taken to reduce the duration of the inci.dent. B. If opacity exceeded the applicable standard for more than 60 minutes during the incident: 1. A detailed explanation why continued operation of the affected engine was necessary . 2. The preventative measures that have been or will be taken to prevent similar incidents, including any repairs to the affected engine and associated equipment and any changes to operating and maintenance procedures.- • • 1'

Page 15

3.9 Reporting Requirements

a. The Permittee shall fulfill applicable notification and reporting requirements of the NSPS and the NESHAP for the affected engine. b. If there is a deviation from the requirements of this permit for the affected engine, the Permittee shall report the deviation with the periodic compliance report for Units NB-1 and NB-2. (See also Condition 1.8.) 3

. 10 Authorization for Operation The affected engine may be operated pursuant to this construction permit until an operating permit becomes effective that addresses this engine. This condition supersedes Standard Condition 6. If you have any questions on this permit, please contact Shashi Shah at 217/782-2113.

Edwin C. Bakowski, P.E. Manager, Permit Section Division of Air Pollution Control ECB: SRS: jws

cc: Illinois EPA, Region 3



### ,, Date Signed:July 1 , 1985 STATE OF ILLINOIS ENVIRONMENTAL PROTECTION AGENCY DIVISION OF AIR POLLUTION CONTROL P

. 0. BOX 19506 SPRINGFIELD, ILLINOIS 62794-9505

STANDARD CONDITIONS FOR CONSTRUCTION/DEVELOPMENT PERMITS ISSUED BY THE ILLINOIS ENVIRONMENTAL PROTECTION ' AGENCY .L

The Illinois Environmental Protection Act (Illinois Revised Statutes, Chapter 111-1/2, Section 1039) authorizes the Environmental Protection Agency to impose conditions on permits which it issues. The following conditions are applicable unless susperseded by special condition(s).
1. Unless this permit has been extended or it has been voided by a newly issued permit, this permit will expire one year from the date of issuance, unless a continuous program of construction or development on this project has**st~rted** by such time.

. ' 2. The construction or development covered by this permit shall be done in compliance with applicable provisions of the Illinois Environmental Protection Act and Regulations adopted by the Illinois Pollution Control Board. 3. There shall be no deviations from the approved plans and specifications unless a written request for modification, along with plans and specifications as required, shall have been submitted to the Agency and a supplemental written permit issued

. · . · · 4. The permittee shall allow any duly authorized agent of the Agency upon the presentation of credentials, at. reasonable times:

a. to enter the permittee's property where actual or potential effluent, emission or noise sources are . located · or where any
. activity 'is to be conducted pursuant to this permit, b. to have access to and to copy any**~cords** required to be kept under the terms and conditions of this permit,

c. to inspect, including during any hours of operation of equipment constructed or operated under this permit, such equipment and any equipment required to be kept, used, operated, calibrated and maintained · under this permit, · d. to obtain and remove samples of any discharge or emissions of pollutants, and

e. to enter and utilize any photographic, recording, testing, monitoring or other equipment for the purpose of preserving, testing, monitoring, or recording any · activity, discharge, or emission authorized by this permit. 5. The issuance of this permit:

a. shall not be considered as in any manner affecting the title of the premises upon which the permitted facilities are to be locateC.l , b. does not release the permittee from any liability for damage to person · or property caused by or resulting from the construction, maintenance, or operation of the proposed facilities,

c. does not release the permittee from compliance with other applicable statutes and regulations of the United States, of the State of Illinois, or with applicable local laws, ordinances and regulations, d. · does not take into consideration or attest to the structural stability of any units or parts of the project, and !L 532.,.0226 APC 166 Rev. 5/99 Printed on Recycled Pllper 090-00Se. in no manner implies or suggests that the Agency (or ita officers, agents or employees) assumes any liability, directly or indirectly, for any loss due to damage, installation, maintenance, or operation of the proposed equipment or facility. · 6

. a. Unless a joint construction/operation permit has been issued, a permit for operation shall be obtained from the Agency before the equipment covered by this permit is placed into operation. b. For purposes of shakedown a · nd testing, unless otherwise specified by a special permit condition, the equipment covered under · this permit may be operated for a period not to**ex~eed** thirty (30) days. 7. The Agency may file a complaint with the Board for modification, suspension or revocation of a permit:

a. upon discovery that the permit application contained misrepresentations, misinformation or false statements or that all relevant facts were not disclosed , or b. upon finding that any standard or spechil conditions**h~ve** been violated, or

c. upon any violations of the Environmental Protection Act or any regulation effective thereunder as a result of the construction or development authorized by this permit......**~~-** .. .... ...,, •• u
...**t~** ''"- '1\lo.tl L-V l "" "-' ll II Vr..IIVI

, . BUR;Eim · oF AIR. ·



### - . .. __.. .,.,.
_ .., ___ .,._ ...... ______ ...,...l).X_(_""''
10 :ILVIUI •**Jlll?hlnw~ :**  

## I**WJN~U~ .co**  ! • G .oH t M'lltNa: 

### Por ' assistance in preparin 'g a permit· ·a'pp1ication contact the Permit Section!

'·**~llinois** 

### Environmental Protection ,. Agency
· Divi

. sion of Air PolJution 

### Control Permit · Ser:.tion ·
· 1

. 021 N. Grand Ave E.



### ·**P.=-O~n9x·** 

### 19506· .: .. _ ·:**~**

. Springfield, Illinois

. 62794-9506 ·

Illinois EP.A · · 

### Region ' 1 · Bureau**6~** 

### air.; FOS 

### 9511 West · Harrison

. ·Des

. Plaines, Illinois

..



### 60016 847/294-4000

Illinois EPA 

### Region 2 · · . . 

### 5415

. North · UniversitJ. .Peoria, Illinois .61614:. · J 

### 309/693-5463'

.
. 

### . '
IJlinois EPA : Region 

### 3 2009 

### Mall · Street

. . Collinsville, Illinois 

### 6l8/34f}...:ji20 6223'4 

## . . I

. f ,. • 

## . . I**cffi"cic~·:-·i ·.~-:,;-'·~·.,** **_** 

# ioim·

.

.. . ' ' 

# . (

. . i

'· !

# I