### Please note that some provisions **of this approval are shown in strikeout**  **for the sole**

**purpose of showing what provisions are not incorporated into the Massachusetts Regional Haze State Implementation Plan (SIP). The provisions shown in strikeout are a part of th** **e approval and are state**  **enforceable.**

**This information is available in alternate format. Call Michelle Waters -** **Ekanem, Diversity Director** **, at 617** **- 292** **- 5751. TDD# 1**  **- 866** **- 539** **- 7622 or 1**  **- 617** **- 574** **- 6868**  MassDEP Website: www. mass.gov/dep Printed on Recycled Paper **March 27, 2012** Mr. Lamont W. Beaudette RE: **SALEM** – Metropolitan Boston / Dominion Energy Salem Harbor, LLC. Northeast Region Salem Harbor Station 310 CMR 7.29 24 Fort Avenue Power Plant Emission Standards Salem, MA 01970 Application No. NE- 12-003 Transmittal No. X241756 **FINAL AMENDED**  **EMISSION CONTROL PLAN APPROVAL** Dear Mr. Beaudette : The Metropolitan Boston/Northeast Region of the Department of Environmental Protection, Bureau of Waste Prevention (“MassDEP”) , has reviewed your proposal, received January 31 , 2012, to amend the 310 CMR 7.29 Emission Control Pl an (ECP) included with the Administrative Consent Order (ACO- NE-03 - 7001) of June 19, 2003. The ECP concerns how emission limitations and compliance schedules for the control of certain designated pollutants contained in 310 CMR 7.29, “Emission Standards for Power Plants,” will be implemented for equipment and processes at the Dominion Energy Salem Harbor, LLC. - Salem Harbor Station (ORIS Code: 01626) facility (“the facility” or “the affected facility”) located at 24 Fort Avenue in Salem, Massachusetts. Your proposal to amend the ECP was submitted as required per 310 CMR 7.29(6)(a)4. for the i ncorporation of strategies to maintain compliance with 310 CMR 7.29 and in order for the Commonwealth to meet its obligation under Section 169A of the Clean Air Act to address regional haze, as described in MassDEP’s Regional Haze State Implementation Pl an . This submittal for amendment of the ECP bears the si gnature of Mr. Lamont W. Beaudette as the company contact responsible for compliance with 310 CMR 7.29. **LEGAL AUTHORITY** MassDEP has adopted 310 CMR 7.29 - a regulation to lower emissions of sulfur di oxide (SO 2), carbon dioxide (CO 2), nitrogen oxides (N Ox), and mercury (Hg) from certain power plants, and to establish a framework for reductions in emissions of carbon monoxide (CO) and fine particulate matter (PM 2.5) - pursuant to the Massachusetts General Laws, Chapter 111, Sections 142 A- M. Regulation 310 CMR 7.29 requires any person who owns, leases, operates or controlsDominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 2 of 9 an affected facility to comply with 310 CMR 7.29 in its entirety. An affected facility means a facility which emitted greater than 500 tons of SO 2 and 500 tons of N Ox during any of the calendar years 1997, 1998, or 1999, and which includes a unit which is a fossil fuel fi red boiler or indirect heat exchanger that: (1) is regulated by 40 CFR Part 72 (the Federal Acid Rain Program) ; (2) serves a generator with a nameplate capacity of 100 megawatts (MW) or more; (3) was originally permitted prior to August 7, 1977; and (4) had not subsequently received a Plan Approval pursuant to 310 CMR 7.00: Appendix A or a Permit pursuant to the regulations for Prevention of Significant Deterioration, 40 CFR Part 52, prior to October 31, 1998. The purpose of 310 CMR 7.29 is to control emissions of N Ox, SO 2, Hg, CO, CO 2, and PM 2.5 (together, "pollutants") from affected electric generating facilities in Massachusetts. 310 CMR 7.29 accomplishes this by establishing maximum output- based emission rates for N Ox, SO 2, and CO 2, establishing maximum output- based emission rates or minimum removal efficiencies for Hg, and establishing a cap on CO 2 and Hg emissions from affected facilities. The CO 2 emissions standards do not apply to CO 2 emissions after December 31, 2008. The regulations do not impose CO and PM 2.5 emission standards at this time but indicate that development of emission standards is reserved. Applicable requirements and limitations contained in 310 CMR 7.29 shall not supersede, relax or eliminate any more stringent conditions or requirements (e.g. emission limitation(s), testing, record keeping, reporting, or monitoring requirements) established by regulation or contained in a facility's previously issued source specific Pl an Approval(s) or Emission Control Plan(s). The facility must amend its Operating Permit Application to include the ECP Approval. MassDEP issued a Draft Amended ECP Approva l on February 17, 2012. Pursuant to 310 CMR 7.29(6)(h)1. , public notice of this Draft Amended ECP Approva l was published in accordance with M.G.L. c. 30A in The Salem News on February 24, 2012, followed by a 30- day public comment period. As such, the public comment period ended on March 26, 2012. During the public comment period, n o comments were received. Based upon the above, MassDEP has determined that the referenced ECP Application is administratively and technically complete and that the proposed amendments are in conformance with current ai r pollution control engineering practices and hereby issues this **Final Amended**  **ECP Approval**  for the proposed modifications of your power plant unit(s), with the conditions listed below.

***** **Legend to Abbreviated Terms within Tables 1 through 6:**

EU # = Emission Unit Number NOx = Nitrogen Oxides SO 2 = Sulfur Dioxide Hg = Mercury CO = Carbon Monoxide CO 2 = Carbon Dioxide PM 2.5 = Fine Particulate Matter MMBTU/HR = fuel heat input in million British Thermal Units per hour MW (NET) = net electrical output in Megawatts lbs/MWh = pounds per Megawatt- hour of net electrical output lbs/GWh = pounds per Gigawatt- hour of net electrical output ACO = Administrative Consent Order GHG = Greenhouse Gas No. = Number < = Less than or equal to > = Greater than or equal toDominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 3 of 9 **1. EQUIPMENT DESCRIPTION** The following emission units (Table 1) are subject to and regulated by this ECP Approval: **Table 1 *** EU # DESCRIPTION OF

EMISSION UNIT EU DESIGN CAPACITY POLLUTION CONTROL MEASURES (PCM) (MMBTU/HR) MW (NET) EU 1 Babcock & Wilcox

Model No. RB103 Water Tube Boiler 954 84 Low NOx Burners (LNB) Selective Non -Catalytic Reduction

(SNCR) Combustion Tuning and Controls Electrostatic Precipitators Management of Lower Sulfur Fuels EU 2 Babcock & Wilcox

Model No. RB103 Water Tube Boiler 966 81 Selective Non -Catalytic Reduction (SNCR) Combustion Tuning and Controls Electrostatic Precipitators Management of Lower Sulfur Fuels EU 3 Babcock & Wilcox

Model No. RB284 Water Tube Boiler 1,696 150 Low NOx Burners with Overfire Air Selective Non -Catalytic Reduction

(SNCR) Reagent (Calcium Bromide) Injection System [application for proposal under review, Transmittal No. X250364] Combustion Tuning and Controls Electrostatic Precipitators Management of Lower Sulfur Fuels EU 4 Riley Stoker

Model No. 1SR Water Tube Boiler 4,800 440 Low NOx Burners Selective Non -Catalytic Reduction (SNCR) [a pplication for proposal under review, Application No. MBR- 11 -COM 004, Transmittal No. X238706] Combustion Tuning and Controls Electrostatic Precipitators Management of Lower Sulfur FuelsDominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 4 of 9 **2. APPLICABLE REQUIREMENTS** A. EMISSION LIMITS AND RESTRICTIONS The facility owner/operator shall comply with the emission limits/restrictions as contained in Table 2 below. The schedule for compliance with these emission limitations is contained in Section 3. Compliance Schedule of this ECP Approval. **Table 2 *** EU # POLLUTANT EMISSION LIMIT/STANDARD APPLICABLE REGULATION ’ APPROVAL NUMBER, AND/OR ADMINISTRATIVE CONSENT ORDER EU 1, EU 2, EU 3, EU 4 N Ox < 1.5 lbs/MWh calculated over any consecutive 12 month period, recalculated monthly **1** 310 CMR 7.29(5)(a)1.a. ACO- NE-03 - 7001 ACO- NE-03 - 7001 -AMEND#1 < 3.0 lbs/MWh calculated over any individual calendar month **1** 310 CMR 7.29(5)(a)1.b. ACO- NE-03 - 7001 ACO- NE-03 - 7001 -AMEND#1 SO 2 < 6.0 lbs/MWh calculated over any consecutive 12 month period, recalculated monthly **1, 2** 310 CMR 7.29(5)(a)2.a. ACO- NE-03 - 7001 ACO- NE-03 - 7001 -AMEND#1 < 3.0 lbs/MWh calculated over any consecutive 12 month

period, recalculated monthly **1 ,**  **2, 3** 310 CMR 7.29(5)(a)2.b.i. ACO- NE-03 - 7001 ACO- NE-03 - 7001 -AMEND#1 < 6.0 lbs/MWh calculated over any individual calendar month **1 ,**  **2, 3** 310 CMR 7.29(5)(a)2.b.ii. ACO- NE-03 - 7001 ACO- NE-03 - 7001 -AMEND#1 EU 1, EU 2, EU 3 EU 1, EU 2, EU 3, EU 4 **Table 2 Notes:** 1. In accordance with 310 CMR 7.29(5)(b)1., compliance with the emission standards in 310 CMR 7.29(5)(a)

may be demonstrated by dividing the total emissions of each pollutant by the total net electrical output from all electric generating units subject to 40 CFR Part 72 located at the affected facility as of May 11, 2001 or repowered at the affected facility after May 11, 2001. 2. Inaccordance with 310 CMR 7.29(5)(b)2., compliance with the SO 2 emission standards in 310 CMR

7.29(5)(a)2. may be demonstrated by using SO 2 reductions at the affected facility below historical actual emissions which were made after May 11, 2001, and prior to the earliest applicable date set in 310 CMR 7.29(6). The total amount of tons produced through early reductions each year is calculated by multiplying the facility’s net electrical output for that year times (the historical actual emission rate minus that year’s actual emission rate in lbs/MWh) divided by 2000. The amount of early reductions, with supporting information, shall be provided to MassDEP prior to use for compliance with 310 CMR 7.29(5)(a)2.a.. Each ton of reduction may be used, once, to offset one ton of excess emissions from the facility. Excess emissions are any emissions above a level equal to the net electrical output of the facility times the applicable emission standard in 310 CMR 7.29(5)(a)2.. 3. Inaccordance with 310 CMR 7.29(5)(b)3., compliance with the SO 2 emission standards in 310 CMR

7.29(5)(a)2.b. may be demonstrated by using SO2 allowances created pursuant to 40 CFR Part 72 (the Federal Acid Rain Program). Three allowances shall be used to offset each ton of excess emissions above the emission standard. Such SO 2 allowances shall be in addition to those allowances used by the facility to complyDominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 5 of 9

with the requirements of 40 CFR Part 72, and shall be transferred to MassDEP and retired for the benefit of the environment.

B. COMPLIANCE DEMONSTRATION The facility owner/operator is subject to the monitoring/testing, record keeping, and reporting requirements as contained in Tables 3, 4 and 5 below and 310 CMR 7.29, as well as the applicable requirements contained in Table 2: **Table 3 *** EU # MONITORING/TESTING REQUIREMENTS EU 1, EU 2, EU 3, EU 4 In accordance with 310 CMR 7.29(7)(b)1., monitor actual emissions, expressed in tons, for

SO 2, and N Ox for each of the preceding 12 months. Actual emissions shall be monitored for individual units and as a facility total for all units included in the calculation demonstrating compliance. Actual emissions shall be monitored in accordance with 40 CFR Part 75 for SO 2, and N Ox . In accordance with 310 CMR 7.29(7)(b)2., monitor actual net electrical output for each of the preceding 12 months, expressed in megawatt- hours. Actual net electrical output shal l be monitored for individual units and as a facility total for all units included in the calculation demonstrating compliance. Consistent with 310 CMR 7.29(7)(b)3., calculate the resulting output- based emission rates for each of the preceding 12 months, and each of the 12 consecutive rolling month time periods, expressed in pounds per megawatt- hour, for SO 2, and N Ox . Output- based emission rates shall be calculated for individual units and as a facility total for all units included in the calculation demonstrating compliance. EU 1, EU 2, EU 3 EU 1, EU 2, EU 3

**Table 4 *** EU # RECORD KEEPING REQUIREMENTSDominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 6 of 9 **Table 4 *** EU # RECORD KEEPING REQUIREMENTS EU 1, EU 2, EU 3, EU 4 In accordance with 310 CMR 7.29(7)(b)1., maintain a record of actual emissions,

expressed in tons for SO 2, and N Ox, for each of the preceding 12 months. Actual emissions shall be recorded for individual units and as a facility total for all units included in the calculation demonstrating compliance. Actual emissions provided under 310 CMR 7.29 shall be recorded in accordance with 40 CFR Part 75 for SO 2, and N Ox . In accordance with 310 CMR 7.29(7)(b)2., maintain a record of actual net electrical output for each of the preceding 12 months, expressed in megawatt- hours. Records of actual net electrical output shall be maintained for individual units and as a facility total for all units included in the calculation demonstrating compliance. In accordance with 310 CMR 7.29(7)(b)3., maintain a record of the resulting output- based emission rates for each of the preceding 12 months, and each of the 12 consecutive rolling month time periods, expressed in pounds per megawatt- hour for SO 2, and N Ox

. Outputbased emission rates shall be recorded for individual emission units and as a facility total for all units included in the calculation demonstrating compliance. EU 1, EU 2, EU 3, EU 4 In accordance with 310 CMR 7.29(7)(d), keep all measurements, data, reports and other

information required by 310 CMR 7.29 on -site for a minimum of five years, or any other period consistent with the affected facility's Operating Permit. EU 1, EU 2, EU 3

**Table 5 *** EU # REPORTING REQUIREMENTS EU 1, EU 2, EU 3, EU 4 In accordance with 310 CMR 7.29(7)(a), the company representative responsible for

compliance shall submit a compliance report to MassDEP by January 30 of each year and pursuant to the schedule stated in MassDEP’s Amended Administrative Consent Order (ACON E- 03 - 7001 -AMEND#1) demonstrating the facility’s compliance status with the emission standards contained in 310 CMR 7.29(5)(a) and in an approved ECP. The report shall demonstrate compliance with any applicable monthly emission rate for each month of the previous calendar year and with any applicable 12 - month emission rate for each of the 12 previous consecutive 12 - month periods. The compliance report shall contain all of the applicable SO 2, and N Ox elements listed in 310 CMR 7.29(7)(b). EU 1, EU 2, EU 3, EU 4 EU 1, EU 2, EU 3

**Table 5 Notes:** 1. If the ISO final settlement of actual electrical output is not available, the facility shall submit a compliance report based on provisional values of actual electrical output. Upon receivingDominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 7 of 9 certified ISO values of actual electrical output for all provisional months within the calendar year, the facility shall submit a revised compliance report within 30 days thereafter. **3. COMPLIANCE SCHEDULE**  The owner/operator of the affected facility shall ensure that it shall be in full compliance with the applicable requirements contained in Table 2 in accordance with the schedule as specified in the Administrative Consent Order (ACO- NE-03 -7001) si gned on June 19, 2003, and as amended on May 23, 2005, and as stated within 310 CMR 7.29. Furthermore, the affected facility owner/operator has proposed additional compliance strategies to comply with 310 CMR 7.29 and to provide the necessary N Ox and SO 2 emissions reductions in order for the Commonwealth to meet its obligation under Section 169A of the Clean Air Act to address regional haze, as described in MassDEP’s Regional Haze State Implementation Plan. Compliance with 310 CMR 7.29 will continue to be met by utilizing a combination of existing and new control strategies identified in Table 1, above. In addition, EU 4 N Ox compliance options will be burner tuning/maintenance, which may include new atomizer nozzles and fl ame stabilizers, water injection technology (into fuel, fl ame zone, or furnace), or staged combustion and SNCR. These technologies or measures will be used singly or in combination as necessary to achieve compliance. With respect to the obligations necessary to address regional haze, the facility owner/operator shall utilize a combination of N Ox and/or SO 2 emission caps on EU 1 and EU 2 and shall permanently shutdown EU 3 and EU 4 by June 1, 2014 (For the purposes of this ECP Approval “shutdown” means ceasing to operate these units as coal fired units. It does not preclude repowering of the units after receipt of the appropriate Approvals and/or permits from MassDEP (and other agencies as applicable).). Furthermore, the facility owner/operator shall not use SO 2 Early Reduction Credits or Federal Acid Rain Allowances for SO 2 compliance effective June 1, 2014. The emission unit specific requirements are contained in Section 4 of this ECP Approval. **4. SPECIAL CONDITIONS FOR ECP** 1. In accordance with 310 CMR 7.29(7)(c), MassDEP may verify compliance by whatever means necessary, including but not limited to: i nspection of a unit’s operating records; requiring the person who owns, leases, operates or controls an affected facility to submit information on actual el ectrical output of company generating units provided to that person by the New England Independent System Operator (ISO); testing emission monitori ng devices; and, requiring the person who owns, leases, operates or controls an affected facility to conduct emissions testing under the supervision of MassDEP. 2. In accordance with 310 CMR 7.29(4)(c), in case of imminent threat to the reliability of New England’s el ectricity system, MassDEP may promulgate an emergency regulation as per M.G.L. c. 30A, §§ 2 and 3, to mitigate the emergency situation. 3. In accordance with 310 CMR 7.29(4)(b), any person subject to 310 CMR 7.29 shall comply with all other a pplicable regulations. If provisions or requirements from any other regulation or Permit conflict with a provision of 310 CMR 7.29, the more stringent of the provisions will apply unless otherwise determined by MassDEP . Regardless of MassDEP’s determ ination , any person subject to 310 CMR 7.29 shall comply with all applicable federal requirements.Dominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 8 of 9 4 . The facility owner/operator shall maintain continuous compliance at all times with the terms of the Administrative Consent Order (ACO- NE- 03 - 7001) signed on June 19, 2003, including the amended Consent Order (ACO- NE- 03 - 7001 -AMEND#1) dated May 23, 2005, and this ECP Approval, consistent with the applicable emission rates in 310 CMR 7.29. 5 . Should a condition of air pollution occur as a result of the operation of these units, then the facility owner/operator shall immediately take appropriate steps to abate said condition even though the facility isotherwise in compliance with the Administrative Consent Order (ACO- NE- 03 - 7001) and its amendment (ACO- NE- 03 - 7001 -AMEND#1) , this ECP Approval, and 310 CMR 7.29. 6. Effective immediately, the facility owner/operator shall ensure that NOx emissions from EU 1 shall not exceed 276 tons per rolling 12 month period the calculation of which commences on 1/1/2012 and the fi rst full 12 month demonstration shall be 1/1/2013 . 7 . Effective immediately, the facility owner/operator shall ensure that NOx emissions from EU 2 shall not exceed 50 tons per rolling 12 month period the calculation of which commences on 1/1/2012 and the fi rst full 12 month demonstration shall be 1/1/2013. 8 . Effective immediately, the facility owner/operator shall ensure that SO 2 emissions from EU 2 shall not exceed 300 tons per rolling 12 month period the calculation of which commences on 1/1/2012 and the fi rst full 12 month demonstration shall be 1/1/2013. 9 . The facility owner/operator shall maintain adequate records onsite to document compliance with the requirements contained in Special Conditions 6. , 7. and 8 . above; and shall make said records available to MassDEP or USEPA personnel upon request. 10 . Effective June 1, 2014, the facility owner/operator shall ensure that EU 3 and EU 4 shall cease operation, an d shall be perm anently shutdown, and rendered inoperable. 11 . Effective June 1, 2014, the facility owner/operator is prohibited from utilizing SO 2 Early Reduction Credits or Federal Acid Rain Allowances for compliance with the SO 2 requirements of 310 CMR 7.29. **5. GENERAL CONDITIONS FOR ECP**  1. This ECP Approval may be suspended, modified, or revoked by MassDEP, if at any time the facility is violating any applicable Regulation(s) or condition(s) of this ECP Approval letter. 2. This ECP Approval letter consists of the facil ity owner/operator’s Application materials, the Administrative Consent Order (ACO- NE- 03 - 7001) , and the Amended Consent Order (ACO- NE- 03 - 7001 -AMEND#1) . If conflicting information is found between these documents, then the requirements of this ECP Approval letter shall take precedence over the documentation in the Application materials. 3. This ECP Approval does not negate the responsibility of the facility owner/operator to comply with this or any other applicable federal, state, or local regulations now or in the future. N or does this ECP Approval imply compliance with any other applicableDominion Energy Salem Harbor, LLC – Salem Harbor Station Final Amended Emission Control Plan Approval

Application No. NE- 12 -003, Transmittal No. X241756 Page 9 of 9 federal, state, or local regulations now or in the future. 4. If provisions or requirements from any other regulation or permit conflict with a provision of 310 CMR 7.29, the more stringent of the provisions will apply unless otherwise determined by MassDEP in the affected facility owner/operator’s Operating Permit. 5. Failure to comply with any of the above conditions will constitute a violation of the "Regulations", and can result in the revocation of the ECP Approval granted herein. Should you have questions concerning this matter or regarding the terms or conditions of this ECP Approval, please contact Edward J. Braczyk at (978) 694-3289 or Cosmo Buttaro at (978) 694- 3281 . Sincerely,

Edward J. Braczyk James E. Belsky Environmental Engineer Regional Permit Chief Bureau of Waste Prevention

Cosmo Buttaro Environmental Engineer

cc: City Hall, 93 Washington Street, Salem, MA 01970 Fire Headquarters, 48 Lafayette Street, Salem, MA 01970 Board of Health, 120 Washington Street, 4th Floor, Salem, MA 01970 Metropolitan Area Planning Council, 60 Temple Place, Boston, MA 02111 U nited States E nvironmental Protection Agency (USEPA) - New England Regional Office, 5 Post Office Square, Suite 100, Mail Code OEP05 - 2, Boston, Massachusetts 02109 - 3912, Attention: Manager – Air Permits Program MassDEP/Boston (E-Copies): Yi Tian, Marc Wolman, Glenn Keith MassDEP/NERO: Marc Altobelli (E-Copy & Hard Copy), Mary Persky (Hard Copy), Cosmo Buttaro