IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF W I SCONSIN
UNITED STATES OF AMERICA ) ) Pl ai nt i ff, ) ) v. ) C ivil Action No. __________ ) W I SCONSIN ELECTRIC POW E R COMPANY, ) ) Defendant. ) ) )

CONSENT DECREETABLE OF CONTENTS

I
. Jur i s d i c t i o n an d V e nu e ........................................................4 II. Applicability ...............................................................4 III. Def i nitions ................................................................5 IV. Units to be Controlled or Retired
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 V. NO x E m i s s i o n R e d u c t i o n s an d C o n tr o l s .........................................1 4 A. NO x E m i s s i o n C o n tr o l s ................................................1 4 B. System -wide NO x E m i s s i o n L i m i t s .......................................1 7 C. NO x E m i s s i o n L i m i t a t i o n s a t P r e s qu e I s l e U n i t s 1 an d 2 ......................1 8

x E m i s s i o n A l l o w an c e s .......................................1 8

x P r o v i s i o n s ................................................2 0 D. Use of NO E. General NO VI. SO 2 E m i s s i o n R e d u c t i o n s an d C o n tr o l s .........................................2 1 A. SO 2 E m i s s i o n C o n tr o l s ................................................2 1 B. System -wide SO 2 E m i s s i o n L i m i t s .................................... . . . 2 2 C. Surrender of SO 2 E m i s s i o n A l l o w an c e s .................................. ..23 D
. F u e l L i m i t a t i o n s .....................................................2 6 E. General SO 2 P r o v i s i o n s ................................................2 6 V I I
. P M E m i s s i o n R e d u c t i o n s an d C o n tr o l s ........................................2 7 A
. O p t i m i z a t i o n o f P M C o n tr o l s ...........................................2 7 B
. Up g r a d e s o f P M C o n tr o l s ..............................................2 7 C
. P M M o n i t o r i n g ......................................................2 8 D
. G e n e r a l P M P r o v i s i o n s ................................................3 2
iiVIII. Prohibition on Netting Credits or Of f

s ets f r om Required Controls ..................3 3 I X
. E n v i r o n m e n t a l P r o j e c t s .....................................................3 3 X
. C i v i l P e n a l ty ..............................................................3 6 X I
. R e s o l u t i o n o f C l a i m s .......................................................3 7 A
. R e s o l u t i o n o f U
. S
. C i v i l C l a i m s .........................................3 7 B
. P ur s u i t o f U
. S
. C i v i l C l a i m s O th e rw i s e R e s o l v e d ...........................3 8 X I I
. P e r i o d i c R e p o rt i n g ........................................................4 1 XIII. Review and Approval of Subm ittals ..........................................4 3 XIV. Stipulated Penalties .......................................................4 3 X V
. F o r c e M a j e ur e ...........................................................4 9 X V I
. D i s p u t e R e s o l u t i o n .......................................................5 2 XVII. Em ission Lim itations on the South Oak Creek and Elm Road Generating Stations
. . . . . 54 XVIII. Perm its ...............................................................5 5 X I X
. I n f o rm a t i o n C o l l e c t i o n an d R e t e n t i o n ........................................5 7 X X
. N o t i c e s .................................................................5 9 X X I
. S a l e s o r T r an s f e r s o f O w n e r s h i p I n t e r e s t s .....................................6 0 X X I I
. E f f e c t i v e D a t e ..........................................................6 2 XXIII. Retention of Jurisdiction .................................................6 2 X X I V
. M o d i f i c a t i o n ...........................................................6 2 XXV. General Provisions ......................................................6 3 XXVI. Signatories and Service ..................................................6 5 X X V I I
. P ub l i c C o mm e n t .......................................................6 5 XXVIII. Conditional Term ination of Enforcem ent Under Decree .......................6 6
iiiXXIX. Final Judgm ent .........................................................6 7

ivW H EREAS, the United States of Am erica (“the United States”), on behalf of the United States Environm ental Protection Agency (“EPA”) has filed a Com p laint with this Consent Decree, against W i sconsin Electric pursuant to Sections 113(b) and 167 of the Clean Air Act (the “Act"), 42 U.S.C. §§ 7413(b) and 7477, for injunctive relief and the assessm ent of civil penalties for alleged violations of: (a) the Prevention of Significant Deterior ation provisions in Part C of Subchapter I of the Act, 42 U.S.C. §§ 7470-92; (b) the nonattainm e nt New Source Review provisions in Part D of Subchapter I of the Act, 42 U.S.C. §§ 7501-7515; (c) the federally-enforceable State Im plem entation Plan developed by the State of Michigan (the “Michigan SIP”); (d) the federally-enforceable State Im plem entation Plan developed by the State of W i sconsin (the “W isconsin SIP”); and W H EREAS, in its Com p laint, Plaintif f alleges, inter alia, that W i sconsin Electric failed to obtain the necessary perm its and install the controls necessary under the Act to reduce its sulfur dioxide, nitrogen oxides, and/or particulat e m a tter em issions, and that such em issions can dam a ge hum an health and the environm ent; W H EREAS, the Plaintiff alleges that its Com p laint states claim s upon which relief can be granted against W i sconsin Electric under Sections 113 and 167 of the Act, 42 U.S.C. §§ 7413 and 7477, and 28 U.S.C. § 1355;

1W H EREAS, W i sconsin Electric has not answered or otherwise responded to the Com p laint f iled by the United States in light of the settlem e nt m e m o rialized in this Consent Decree; W H EREAS, W i sconsin Electric has denied and continues to deny the violations alleged in the Com p laint, m a intains that it has been and rem a ins in com p liance with the Act and is not liable f o r civil penalties or injunctive relief , and states that it is agreeing to the obligations im posed by this Consent Decree solely to avoid the costs and uncertainties of litigation, and to reduce its em issions; W H EREAS, EPA provided W i sconsin Electric and the States of Michigan and W i sconsin with actual notice of violations pertaining to W i sconsin Electric’s alleged violations, in accordance with Section 113(a)(1)of the Act, 42 U.S.C. § 7413(a)(1); W H EREAS, the Parties anticipate that the States of Michigan and W i sconsin m ay seek to intervene in this case, and the Parties anticipat e that they will consent to such intervention; W H EREAS, W i sconsin Electric, consistent with its environm ental, health and safety policy, m e t with the United States in February 2003, to resolve the Parties’ respective goals for achieving em ission reductions of certain em issions at the electric generating stations covered under this Consent Decree; W H EREAS, the Parties anticipate that the installation and operation of pollution control equipm ent pursuant to this Consent Decree will achieve signif i cant reductions in SO 2 , NO xand PM em issions and thereby im prove air quality and that certain actions that W i sconsin Electric has agreed to undertake are expected to advance technologies and m e thodologies for reducing certain air em issions, including m e rcury;
2W H EREAS, nothing in this Consent Decree is intended to prohibit the use of em ission reductions under this Consent Decree to dem onstrate attainm e nt with §110 of the Act (42 U.S.C. § 7410); W H EREAS, W i sconsin Electric has begun the process of retiring the coal-fired units at the Port W a shington Generating Station and has applied for and received perm its to construct two new com b ined cycle natural gas units at that f acility; W H EREAS, W i sconsin Electric is seeking approval, including air em issions perm its, to construct three new coal-fired units in W i sconsin at a site adjacent to the South Oak Creek Generating Station, designated as the Elm Road Generating Station; W H EREAS, EPA supports the construction of cleaner power plants to m e et growing energy dem ands; W H EREAS, the United States and W i sconsin Electric have agreed, and the Court by entering this Consent Decree finds: that this Consent Decree has been negotiated in good faith and at arm s length; that this settlem e nt is f a ir, reasonable, in the best interest of the Parties and in the public interest; consistent with the goals of the Act; and that entry of this Consent Decree without further litigation is the m o st appropriate m eans of resolving this m a tter; and W H EREAS, the United States and W i sconsin Electric have consented to entry of this Consent Decree without trial of any issue; NOW , THEREFORE, without any adm i ssion of fact or law, and without any adm i ssion of the violations alleged in the Com p laint it is hereby ORDERED, ADJUDGED, AND DECREED as follows:
3I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this action, the subject m a tter herein, and the Parties consenting hereto, pursuant to 28 U.S.C. §§ 1331, 1345, 1355, and 1367, Sections 113(b) and 167 of the Act, 42 U.S.C. §§ 7413(b) and 7477, the Michigan SIP, 40 C.F.R. § 52.1180(b); 45 Fed. Reg. 8348 (February 7, 1980), and the W i sconsin SIP, 40 C.F.R. § 52.2570; W i s. Adm i n. Code, NR § 405. Venue is proper under Section 113(b) of the Act, 42 U.S.C. § 7413(b), and under 28 U.S.C. § 1391(b) and (c). Solely for the purposes of this Consent Decree and the Plaintiff’s underlying Com p laint, W i sconsin Electri c waives all objections and defenses that it
m ay have to the claim s set forth in the underlying Com p laints, and to the jurisdiction of the Court over W i sconsin Electric and this action, and to venue in this District. W i sconsin Electric shall not challenge the term s of this Consent D ecree or this Court’s jurisdiction to enter and enf o rce this Consent Decree. For purposes of the Com p laint f iled by the United States in this
m a tter and resolved by the Consent Decree, and for purposes of entry and enforcem ent of this Decree, W i sconsin Electric waives any defense or objection based on standing. Except as expressly provided for herein, this Consent Decr ee shall not create any rights in any party other than the United States and W i sconsin Electric. Except as provided by Section XXVII (Public Comm e nt), the Parties consent to entry of this Consent Decree without further notice. II. APPLICABILITY 2. Upon entry, the provisions of this Consent Decree shall apply to and be binding upon the United States and W i sconsin Electric, its successors and assigns, and W i sconsin Electric’s of f i cers, em ployees, and agents solely in their capacities as such.

43. W i sconsin Electric shall provide a copy of this Consent Decree to all vendors, suppliers, consultants, contractors, agents, and any other com p any or organization retained to perform any of the work required by this Cons ent Decree. Notwithstanding any retention of contractors, subcontractors, or agents to perf orm any work required under this Consent Decree, W i sconsin Electric shall be responsible for ensuring that all work is perform e d in accordance with the requirem e nts of this Consent Decree. In any action to enforce this Consent Decree, W i sconsin Electric shall not assert as a defense the failure of its officers, directors, em ployees, servants, agents, or contractors to take actions necessary to com p ly with this Consent Decree, unless W i sconsin Electric establishes that such failure resulted from a Force Majeure Event, as defined in Paragraph 143 of this Consent Decree. III. DEFINITIONS 4. A “30-day Rolling Average Em ission Rate” shall be determ ined by calculating an arithm e tic average of all hourly em ission rates in lb/mm B TU for the current day and the previous 29 Operating Days. A new 30-day Rolling Averag e Em ission Rate shall be calculated for each new Operating Day. Each 30-Day Rolling Average Em ission Rate shall include all start-up, shut down and Malfunction periods within each Operating Day. A Malfunction shall be excluded from this Em ission Rate, however, if it is determ ined to be a Force Majeure Event and satisfies the Force Majeure provisions of this Consent Decree. 5. “30-Day Rolling Average Rem oval Efficiency” m eans the percent reduction in the m a ss of a pollutant achieved by a Unit’s pollution control device over a 30-day period. This percentage shall be calculated by subtracting the Unit’s outlet 30-Day Rolling Average Em ission Rate f r om the Unit’s inlet 30-Day Rolling Aver age Em ission Rate, dividing that difference by

5the Unit’s inlet 30-Day Rolling Average Em ission Rate, and then m u ltiplying by 100. A new 30-Day Rolling Average Rem oval Efficiency shall be calculated for each new Operating Day, and shall include all periods of startup, shutdow n and Malfunction within an Operating Day. A Malfunction shall be excluded from this rem oval efficiency, however, if it is determ ined to be a Force Majeure Event and satisfies the Force Majeure provisions of this Consent Decree. 6. “Air Quality Control Region” m eans a geographic area designated under Section 107(c) of the Act, 42 U.S.C. § 7407(c). 7. “Baseline” m eans the annual average em issions of SO 2 and NO xof the Plants in the W i sconsin Electric System for calendar years 2000 and 2001, as m easured under 40 C.F.R. Part 75. 8. “Boiler Island” m eans a Unit’s (A) fuel com bustion system (including bunker, coal pulverizers, crusher, stoker, and fuel burners); (B) com bustion air system ; (C) steam generating system (i.e., firebox, boiler tubes and walls); and (D) draft system (excluding the stack), as further described in “Interpretation of Reconstruction,” by John B. Rasnick, U.S. EPA (Novem b er 25, 1986) and the attachm e nts thereto. 9. “BH” m eans baghouse, a pollution control device for the reduction of particulate
m a tter (“PM”). 10. “Capital Expenditure” m eans all capital expenditures, as defined by Generally Accepted Accounting Principles (“GAAP”), excl uding the cost of installing or upgrading pollution control devices.

611. “CEMS” or “Continuous Em ission Monitoring System ” m eans, for obligations involving NO xand SO 2 under this Decree, the devices defined in 40 C.F.R. § 72.2 and installed and m a intained as required by 40 C.F.R. Part 75. 12. “Clean Air Act” or “Act” m eans the federal Clean Air Act, 42 U.S.C. §§7401- 7671q, and its im plem enting regulations. 13. “Consent Decree” or “Decree” m eans this Consent Decree. 14. “Elm Road Generating Station” m eans the proposed coal-fired electric generating units, for which W i sconsin Electric is seeking regulatory approval to construct at a site adjacent to the South Oak Creek Generating Station. 15. “Em i ssion Rate” m eans the num ber of pounds of pollutant em itted per m illion BTU of heat input (“lb/mm B TU”), m easured in accordance with this Consent Decree. 16. “EPA” m eans the United States Environm ental Protection Agency. 17. “ESP” m eans electrostatic precipitator, a pollution control device for the reduction of particulate m a tter (“PM”). 18. “Existing Units” m eans those Units included in the W i sconsin Electric System
. 19. “Flue gas desulfurization system ,” or “FGD,” m eans a pollution control device that em ploys flue gas desulfurization t echnology for the reduction of sulfur dioxide. 20. “Fossil fuel” m eans any hydrocarbon fuel, including coal, petroleum oil, or natural gas. 21. “Im p roved Unit” m eans, in the case of NO x , a W i sconsin Electric System Unit scheduled under this Decree to be equipped with SCR (or equivalent NOx control technology approved pursuant to Paragraph 56) or to be retired, and, in the case of SO 2 , a W i sconsin Electric

7System Unit scheduled under this Decree to be equipped with an FGD (or equivalent SO 2 control technology approved pursuant to Paragraph 71) or to be retired. A Unit m ay be an Im proved Unit for one pollutant without being an Im proved Unit for the other. 22. “lb/mm B TU” m ean one pound of a pollutant per m illion British Therm a l Units of heat input. 23. “Malfunction” m eans m a lfunction as that term is defined under 40 C.F.R.§ 60.2. 24. “MW ” m eans a m e gawatt, or one m illion W a tts. 25. “National Am bient Air Quality Standards” m eans national air quality standards prom ulgated pursuant to Section 109 of the Act, 42 U.S.C. § 7409. 26. “New Units” m eans any coal-fired or natural gas fired units that comm e nce operation after entry of this Consent Decree, in cluding but not lim ited to the re-powered natural gas units at the Port W a shington Generating Station. 27. “NO x ” m eans oxides of nitrogen, as m easured in accordance with the provisions of this Consent Decree. 28. “Nonattainm e nt NSR” m eans the nonattainm e nt area New Source Review program within the m eaning of Part D of Subchapter I of the Act, 42 U.S.C. §§ 7510-7515, 40 C.F.R. Part 51. 29. “NSPS” m eans New Source Perform ance Standards within the m eaning of Part A of Subchapter I, of the Clean Air Act, 42 U.S.C. § 7411, 40 C.F.R. Part 60. 30. “Operating Day” m eans any calendar day on which a Unit fires fossil fuel.

831. “Other Unit” m eans any Unit of the W i sconsin Electric System that is not an Im proved Unit for the pollutant in question. A Unit m a y be an Im proved Unit for NOx and an Other Unit for SO 2 and vice versa. 32. “PM Control Device” m eans an electrostatic precipitator (“ESP”) or a baghouse (“BH”), devices which reduce em issions of particulate m a tter (PM). 33. “Parties” m eans W i sconsin Electric and the United States. 34. “Perm itting State” m eans the state in which a particular Unit is located f r om which W i sconsin Electric is required to obtain perm its, licenses, or approvals in order to install or operate a source of air pollution. 35. “Plaintif f ” m eans the United States. 36. “PM” m eans particulate m a tter, as m easured in accordance with the provisions of this Consent Decree. 37. “PM CEMS” or “PM continuous em ission m onitoring system ” m eans equipm ent that sam p les, analyzes, m easures, and provides PM em issions data -- by readings taken at frequent intervals – and m a kes an electronic or paper record of the PM em issions m easured. 38. “PM Em ission Rate” shall m ean the average num ber of pounds of PM em itted per
m illion BTU of heat input (“lb/mm B TU”), as m easured in annual stack tests, in accordance with the reference m e thods set forth in 40 C.F.R. Part 60, Appendix A, Method 5 or Method 17. 39. “Project Dollars” m eans W i sconsin Electric’s expenditures and paym ents incurred or m a de in carrying out the projects id entif ied in Section IX of this Consent Decree (Environm ental Projects) to the extent that such expenditures or paym ents both: (a) com p ly with the Project Dollar and other requirem e nts set by this Consent Decree in Section IX of this
9Consent Decree (Environm ental Projects); and (b) constitute W i sconsin Electric’s external costs for contractors, vendors, and equipm ent, and its internal costs consisting of em ployee tim e, travel, and other out-of-pocket expenses specifically attributable to these particular projects and docum ented in accordance with “GAAP”. 40. “PSD” m eans Prevention of Significant Deterioration within the m eaning of Part C of Subchapter I of the Clean Air Act, 42 U.S.C. §§ 7470 - 7492 and 40 C.F.R. Part 52. 41. “SCR” m eans a device that em ploys selective catalytic reduction technology for the reduction of nitrogen oxides. 42. “SO 2 ” m eans sulfur dioxide, as m easured in accordance with this Consent Decree. 43. “SO 2 Allowance” m eans an “allowance,” as defined at 42 U.S.C. § 7651a(3): an authorization, allocated to an affected unit, by the Adm i nistrator of EPA under Subchapter IV of the Act, to em it, during or after a specified calendar year, one ton of sulfur dioxide. 44. [RESERVED.] 45. “System
- wide 12-Month Rolling Average Em ission Rate” m e ans (a) summ i ng the pounds of pollutant in question em itted from the W i sconsin Electric System during the m o st recent com p lete m onth and the previous eleven (11) m onths, (b) summ i ng the heat input to the W i sconsin Electric System in mm B TU during the m o st recent com p lete m onth and the previous eleven (11) m onths, and (c) dividing the total num ber of pounds of pollutants em itted during the twelve (12) m onths by the total heat input dur ing the twelve (12) m onths, and expressing the resulting figure in lbs/mm B TU. A new System -wide 12-Month Rolling Average Em ission Rate shall be calculated for each new com p lete m onth. Each “System

- wide 12-Month Rolling
10Average Em ission Rate” shall include all start-up, shut down and Malfunction periods within each com p lete m onth. 46. “System
- wide 12-Month Rolling Tonnage” m eans the sum of the tons of pollutant in question em itted from the W i sconsin Electric System in the m o st recent m onth and the previous eleven (11) m onths. A new System -wide 12-Month Rolling Tonnage will be calculated for each new com p lete m onth. 47. “Title V Perm it” m eans the perm it required of W i sconsin Electric’s m a jor sources under Subchapter V of the Clean Air Act, 42 U.S.C. §§ 7661-7661e. 48. “Unit” m eans, for the purpose of this Consent Decree, collectively, the coal pulverizer, the stationary equipm ent that feeds coal to the boiler, the boiler that produces steam f o r the steam turbine, the steam turbine, the generator, the equipm ent necessary to operate the generator, steam turbine and boiler, and all ancillary equipm ent, including pollution control equipm ent, or system s necessary for the production of electricity. An electric utility steam generating station m ay be com p rised of one or m o re Units. 49. “Unit-Specific 12-Month Rolling Tonnage” m eans the sum of the tons of pollutant in question em itted from the applicable Unit in the m o st recent m onth and the previous eleven (11) m onths. A new Unit-Specific 12-M onth Rolling Tonnage will be calculated for each
new com p lete m onth. 50. “W EC” m eans W i sconsin Energy Corporation, the parent com p any of W i sconsin Electric and W
. E. Power. 51. “W .E. Power” m eans W
. E. Power LLC, a subsidiary of W E C and an af f iliate of W i sconsin Electric.

1152. “W isconsin Electric” m eans the W i sconsin Electric Power Com p any. 53. “W isconsin Electric System ” m eans, solely for purposes of this Consent Decree, the f o llowing twenty-three (23) coal-f ired, electric utility steam generating Units (with the rated MW (net) capacity of each Unit noted in parentheses):


### ! Presque Isle Generating Station in Marquette, Michigan - Unit 1 (25 MW ), 2 (37.5 MW ), 3 (54.4 MW ), 4 (57.8 MW ), 5 (90 MW ), 6 (90 MW ), 7 (90 MW ), 8 (90 MW ), and 9 (90 MW );


### ! Pleasant Prairie Generating Station in Kenosha, W i sconsin - Units 1 (616.6 MW ) and 2 (616.6 MW );


### ! South Oak Creek Generating Station in Oak Creek, W i sconsin - Units 5 (275 MW ), 6 (275 MW ), 7 (317.6 MW ), and 8 (324 MW );


### ! Port W a shington Generating Station in Port W a shington, W i sconsin

- Units 1 (80 MW ), 2 (80 MW ), 3 (80 MW ), and 4 (80 MW );


### ! Valley Generating Station in Milwaukee, W i sconsin - Units 1 (80 MW ), 2 (80 MW ), 3 (80 MW ), and 4 (80 MW ).

12IV. UNITS TO BE CONTROLLED OR RETIRED 54. W i sconsin Electric shall either satisfy the em ission control requirem e nts of Paragraphs 55 and 70 with regard to the following Units or retire and perm anently cease to operate the f o llowing Units within the W i sconsin Electric System by the f o llowing dates: Unit Date by which Wisconsin Electric Must Control or Cease to Operate Unit Port W a shington Unit 4 Upon Entry of this Consent Decree Port W a shington Unit 1 D ecem ber 31, 2004 Port W a shington Unit 2 D ecem ber 31, 2004 Port W a shington Unit 3 D ecem ber 31, 2004 Oak Creek Unit 5 D ecem ber 31, 2012 Oak Creek Unit 6 D ecem ber 31, 2012 Presque Isle Unit 1 D ecem ber 31, 2012 Presque Isle Unit 2 D ecem ber 31, 2012 Presque Isle Unit 3 D ecem ber 31, 2012 Presque Isle Unit 4 D ecem ber 31, 2012

13V. NO xEMISSION REDUCTIONS AND CONTROLS A. NO xEm ission Controls 55. W i sconsin Electric shall install and comm e nce continuous operation of Selective Catalytic Reduction technology (“SCR”) (or equivalent NO xcontrol technology approved pursuant to Paragraph 56) so as to achieve a 30-Day Rolling Average Em ission Rate not greater than 0.100 lb/mm B TU NO x on the f o llowing Units within the W i sconsin Electric System by the following dates: Unit Date by Which Wisconsin Electric Must

Complete Installation and Continuously Operate SCR Pleasant Prairie Unit 2 D ecem ber 31, 2003 Pleasant Prairie Unit 1 D ecem ber 31, 2006 Oak Creek Unit 7 D ecem ber 31, 2012 Oak Creek Unit 8 D ecem ber 31, 2012 56. W ith prior written notice to and approval f r om EPA, W i sconsin Electric m ay, in lieu of installing and operating any such SCR, install and operate equivalent NO xcontrol technology so long as such equivalent NO xcontrol technology achieves a 30-Day Rolling Average Em ission Rate not greater than 0.100 lb/mm B TU NO x . 57. W i sconsin Electric shall continuously operate SCR (or equivalent NOx control technology approved pursuant to Paragraph 56) at all tim es that the Unit it serves is in operation consistent with the technological lim itations, m anufacturers’ specifications, and good operating practices, for the SCR or equivalent technology.

1458. W i sconsin Electric shall also operate either low NO xburners (“LNB”) or
com bustion control technology on the following Units within the W i sconsin Electric System
. Such low-NO xburner or com bustion control technology shall be operational in accordance with the following schedule:

15Units to be Controlled NO xControl D eadline for Commencement of Operation Valley Boiler 1 LNB and Com bustion Optim ization Sof tware (Existing LNB and Com bustion Optim ization Software) 30 days after the date of lodging of this Consent Decree
Valley Boiler 2 LNB and Com bustion Optim ization Sof tware (Existing LNB and Com bustion Optim ization Software) 30 days after the date of lodging of this Consent Decree
Valley Boiler 3 LNB and Com bustion Optim ization Sof tware (Existing LNB and Com bustion Optim ization Software) 30 days after the date of lodging of this Consent Decree
Valley Boiler 4 LNB and Com bustion Optim ization Sof tware (Existing LNB and Com bustion Optim ization Software) 30 days after the date of lodging of this Consent Decree
Presque Isle Unit 5 LNB and Com bustion Optim ization Sof tware Decem ber 31, 2003 Presque Isle Unit 6 LNB and Com bustion Optim ization Sof tware Decem ber 31, 2003 Presque Isle Unit 7 LNB and Com bustion Optim ization Sof tware (Existing LNB) Decem ber 31, 2005
Presque Isle Unit 8 LNB and Com bustion Optim ization Sof tware (Existing LNB) Decem ber 31, 2005
Presque Isle Unit 9 LNB and Com bustion Optim ization Sof tware (Existing LNB) Decem ber 31, 2006

16B. System -W ide NO xEm ission Lim its 59. W i sconsin Electric shall not exceed the W i sconsin Electric System -wide 12-

x Month Rolling Average Em ission Rates for NO as specified below:

Beginning on System-w ide 12-Month Rolling Average Emission Rate for NO x January 1, 2005 0.270 lbs/mm B TU January 1, 2007 0.190 lbs/mm B TU January 1, 2013 0.170 lbs/mm B TU

60. In addition to m eeting the system -wide em ission lim it set forth in the preceding Paragraph, W i sconsin Electric shall not em it NO xon a System -wide 12-Month Rolling Tonnage basis from the W i sconsin Electric System in an am ount greater than the following num ber of tons: Beginning on System-w ide 12-Month Rolling Tonnage Limitation for NO x January 1, 2005 31,500 tons January 1, 2007 23,400 tons January 1, 2013 17,400 tons W i sconsin Electric shall m eet the above NO xtonnage lim itations exclusively through the operation of all control equipm ent required to be installed and operated by this Decree, Unit retirem ents, and any additional control equipm ent that W i sconsin Electric installs and operates. W i sconsin Electric shall not use NO xallowances or credits to com p ly with these lim itations. 17C. NOx Em ission Lim itations at Presque Isle Units 1 and 2 61. In addition to m eeting the System -wide 12-Month Rolling Tonnage lim itations for NO xset forth in Paragraph 60, after Decem ber 31, 2003, W i sconsin Electric shall not em it NO x from the Units 1 and 2 at the Presque Isle Generating Plant in an am ount greater than 130 and 194 tons per year, respectively, based upon a Unit-Specific 12-Month Rolling Tonnage. If a Unit exceeds the applicable Unit-Specific 12-Month Rolling Tonnage lim itation specified in this Paragraph, W i sconsin Electric shall install and operate LNB technologies on that Unit no later than Decem ber 31 of the calendar year following such exceedance. 62. So long as Units 1 through 4 at the Presque Isle Generating Station discharge through a comm on stack, are of the sam e design and com bust the sam e fuel, W i sconsin Electric shall determ ine m onthly m a ss em issions of NO xby apportioning NO xem issions from the
comm on stack to Units 1 and 2. To apportion em issions, W i sconsin Electric shall utilize the load based apportionm ent protocol used in the Acid Rain Program to apportion heat rates to units that share a comm on stack. Each m onth, W i sconsin Electric shall calculate the Unit-Specific 12-
m onth Rolling Tonnage of NO xm a ss (tons/year) attributed to Units 1 and 2. D. Use of NO xEm ission Allowances 63. For any and all actions taken by W i sconsin Electric to conform to the requirem e nts of this Consent Decree, W i sconsin Electric shall not use, sell, or trade any resulting NO xem ission allowances or credits in any em i ssion trading or m arketing program of any kind, except as provided in this Consent Decree. 64. NO xem ission allowances or credits allocated to the W i sconsin Electric System by the Adm i nistrator of EPA under the Act, or by any State under its State Im plem entation Plan,

18m ay be used by W i sconsin Electric to m eet its ow n federal and/or state Clean Air Act regulatory requirem e nts for any Existing Unit or New Unit owned or operated, in whole or in part, by W i sconsin Electric. 65. Nothing in this Consent Decree shall preclude W i sconsin Electric from using, selling, or transferring NO xem ission reductions below the em ission requirem e nts of W i . Adm i n. Code NR 428 am ong the units in the W i sconsin Electric System in order to dem onstrate
com p liance with either W i . Adm i n. Code NR 428 or Mich. Adm i n. Code Rule 801. Use of
em ission reductions generated from the W i sconsin Electric System to com p ly with the requirem e nts of Mich. Adm i n. Code Rule 801 will conform to the Mem o randum of Understanding (“MOU”) am ong the State of W i sconsin, the State of Michigan and W i sconsin Electric, dated Novem b er 8, 2002, as that MOU m ay be am ended from tim e to tim e. 66. Nothing in this Consent Decree shall preclude W i sconsin Electric from using,

xem ission allowances or credits that m ay arise as a result of: selling or transferring excess NO
a. activities which occur prior to the date of entry of this Consent Decree; b. achieving NO xem ission reductions at an Im proved Unit that are below both the 30-Day Rolling Average Em ission Rate of 0.100 lb/mm B TU NO x and the System -wide 12-Month Rolling Tonnage lim itations set forth in this Consent Decree; or
c. the NO xem ission reductions achieved by virtue of W i sconsin Electric’s installation and operation any NO xpollution controls prior to the dates required under Section V (NO xEm ission Reductions and Controls) of this Consent Decree,

19so long as W i sconsin Electric tim ely reports the creation of such allowances or credits in accordance with Section XII of this Consent Decr ee. For purposes of this Paragraph, excess NO xem ission allowances or credits equal the num ber of tons of NO xthat W i sconsin Electric
rem oved from its em issions that are in excess of the NO xreductions required by this Decree. 67. W i sconsin Electric m ay not purchase or otherwise obtain NO xallowances or credits from another source for purposes of com p lying with the requirem e nts of this Consent Decree. However, nothing in this Consent Decree shall prevent W i sconsin Electric from purchasing or otherwise obtaining NO xallowances or credits from another source for purposes of
com p lying with state or federal Clean Air Act requirem e nts to the extent otherwise allowed by law. E. General NO xProvisions 68. In determ ining Em ission Rates for NO x, W i sconsin Electric shall use CEMs in accordance with those reference m e thods specified in 40 C.F.R. Part 75. 69. In calculating the 30-day Rolling Average Em ission Rate or System -wide 12- Month Rolling Average Em ission Rate for NO xfor a given Unit or group of Units, W i sconsin Electric shall not exclude any period of tim e that the Unit(s) is/are in operation, including periods in which any NO xem ission control technology for the Unit(s) is not in operation.

20VI. SO 2 EMISSION REDUCTIONS AND CONTROLS A. SO 2 Em ission Controls 1. New FGD Installations 70. W i sconsin Electric shall install and comm e nce continuous operation of Flue Gas Desulfurization technology (“FGD”) (or equivalent SO 2 control technology approved pursuant to Paragraph 71) so as to achieve either a 30-Da y Rolling Average Em ission Rate of not greater than 0.100 lb/mm B TU SO 2 or a 30-day Rolling Average SO 2 Rem oval Efficiency of at least 95 percent on the f o llowing Units within the W i sconsin Electric System by the dates specif i ed below: Unit Date by which Wisconsin Electric Must

Complete Installation and Continuously Operate FGD Pleasant Prairie Unit 1 D ecem ber 31, 2006 Pleasant Prairie Unit 2 D ecem ber 31, 2007 Oak Creek Unit 7 D ecem ber 31, 2012 Oak Creek Unit 8 D ecem ber 31, 2012 71. In lieu of installing and operating such FGDs, W i sconsin Electric m ay, with prior written notice to and approval f r om EPA, install and operate equivalent SO 2 control technology, so long as such equivalent SO 2 control technology achieves a 30-Day Rolling Average Em ission Rate of not greater than 0.100 lb/mm B TU SO 2 or a 30-day Rolling Average Rem oval Efficiency of at least 95 percent. 72. W i sconsin Electric shall continuously operate each FGD (or equivalent SO 2 control technology approved pursuant to Paragraph 71) in the W i sconsin Electric System at all 21tim es that the Unit it serves is in operation, except that, following startup of the Unit, W i sconsin Electric need not operate such control technology until the Unit is fired with any coal. W i sconsin Electric shall use good operating practices at all tim es that the Unit is in operation. B. System -W ide SO 2 Em ission Lim its 73. W i sconsin Electric shall not exceed the W i sconsin Electric System -W ide 12- Month Rolling Average Em ission Rates for SO 2 as specified below: Beginning on System-w ide 12-Month Rolling Average Emission Rate for SO 2 January 1, 2005 0.76 lbs/mm B TU January 1, 2007 0.61 lbs/mm B TU January 1, 2008 0.45 lbs/mm B TU January 1, 2013 0.32 lbs/mm B TU 74. In addition to installing the controls, retiring Units, achieving the SO 2 Em ission Rates or Rem oval Efficiencies described in Paragraph 70, and surrendering the SO 2 Allowances required in this Consent Decree, W i sconsin Electric shall not em it SO 2 on a System -wide 12- Month Rolling Tonnage basis from the W i sconsin Electric System in an am ount greater than the following num ber of tons: Beginning on System-w ide 12-Month Rolling Tonnage Limit for SO 2 January 1, 2005 86,900 tons January 1, 2007 74,400 tons January 1, 2008 55,400 tons January 1, 2013 33,300 tons

22W i sconsin Electric shall m eet the above SO 2 tonnage lim itations exclusively through the operation of all control equipm ent required to be installed and operated by this Decree, Unit retirem ents, and any additional control equipm ent that W i sconsin Electric installs and operates. W i sconsin Electric shall not use SO 2 allowances or credits to com p ly with these lim itations. C. Surrender of SO 2 Allowances 75. For purposes of this Subsection, the “surrender of allowances” m e ans perm anently surrendering allowances from the accounts adm i nistered by EPA for all units in the W i sconsin Electric System , so that such allowances can never be used to m eet any com p liance requirem e nt under the Clean Air Act, the Michigan or W i sconsin State Im plem entation Plans, or this Consent Decree. 76. Beginning on January 1, 2004, W i sconsin Electric m ay use any SO 2 Allowances allocated by EPA to the W i sconsin Electric System only to satisfy the operational needs of Existing Units or New Units. W i sconsin Electric shall not sell or transfer any allocated SO 2 Allowances to a third party, except as provided in Paragraphs 77, 78 and 81 below. However, for the calendar years 2004 through 2007, W i sconsin Electric m ay bank SO 2 allowances allocated by EPA to the Units in the W i sconsin Electric System f

o r use at the Existing Units or New Units during the years 2004 through 2007. 77. For each calendar year, beginning with calendar year 2007, W i sconsin Electric shall surrender to EPA, or transfer to a non-profit third party selected by W i sconsin Electric for surrender, any SO 2 Allowances that exceed the operational needs of the Existing Units and New Units f o r SO 2 Allowances, collectively. Surrender shall occur annually thereafter and within 45 days of W i sconsin Electric’s receipt from EPA of the Annual Deduction Reports for SO 2 . In

23addition, in calendar year 2008, W i sconsin Electric shall surrender any allowances allocated by EPA to the Units in the W i sconsin Electric System that were banked and not used during the years 2004 through 2007. W i sconsin Electric shall surrender SO 2 Allowances by the use of applicable United States Environm ental Prot ection Agency Acid Rain Program Allowance Transfer Form
. 78. If any allowances are transferred directly to a third party, W i sconsin Electric shall include a description of such transf er in the next report subm itted to the Plaintif f

s pursuant to Section XII (Periodic Reporting) of this Consent Decree. Such report shall: (i) provide the identity of the non-profit third-party recipient(s) of the SO 2 Allowances and a listing of the serial
num bers of the transferred SO 2 Allowances; and (ii) include a certif ication by the third-party recipient(s) stating that the recipient will not sell, trade, or otherwise exchange any of the allowances and will not use any of the SO 2 Allowances to m eet any obligation im posed by any environm ental law. No later than the next Section XII periodic report due 12 m onths after the f i rst report due af ter the transf er, W i sconsin Electric shall include in a statem ent that the thirdparty recipient(s) surrendered the SO 2 Allowances for perm anent surrender to EPA within one year after W i sconsin Electric transferred the SO 2 Allowances to them
. W i sconsin Electric shall not have com p lied with the SO 2 Allowance surrender requirem e nts of this Paragraph until all third-party recipient(s) shall have actually surrendered the transferred SO 2 Allowances to EPA. 79. For all SO 2 Allowances surrendered to EPA, W i sconsin Electric shall first subm it an SO 2 Allowance transfer request form to EPA’ s Office of Air and Radiation’s Clean Air Markets Division directing the transfer of the SO 2 Allowances held or controlled by W i sconsin Electric to the EPA Enforcem ent Surrender Account or to any other EPA account that EPA m ay

24direct. As part of subm itting these transf er requests, W i sconsin Electric shall irrevocably authorize the transfer of these SO 2 Allowances and identify -- by nam e of account and any applicable serial or other identification num bers or station nam e s -- the source and location of the SO 2 Allowances being surrendered. 80. The requirem e nts in Paragraphs 76 and 77 of this Decree pertaining to W i sconsin Electric’s use and retirem ent of SO 2 Allowances are perm anent injunctions not subject to any term ination provision of this Decree. These provisions shall survive any term ination of this Decree in whole or in part. 81. Notwithstanding the provisions in Paragraph 76 and 77, nothing in this Consent Decree shall preclude W i sconsin Electric from using, banking, selling or transferring excess
em ission SO 2 allowances that m ay arise as a result of:
a. activities which occur prior to the date of entry of this Consent Decree; b. achieving SO 2 em issions at an Im proved Unit that are below both the 30-Day Rolling Average Em ission Rate of 0.100 lb/mm B TU SO 2 and the System -wide 12-Month Rolling Tonnage lim itations set forth in this Consent Decree;
c. achieving a 30-Day Rolling Average Rem oval Efficiency at an Im proved Unit greater than 95 percent and achieving em issions below the System -wide 12- Month Rolling Tonnage lim itations set forth in this Consent Decree; or d. the installation and operation of any SO 2 pollution controls prior to the dates required under Section VI (SO 2 Em ission Reductions and Controls) of this Consent Decree

25so long as W i sconsin Electric tim ely reports such use under Section XII. For purposes of this paragraph, excess SO 2 em ission allowances equal the num ber of tons of SO 2 that W i sconsin Electric rem oved from its em issions that are in excess of the SO 2 reductions required by this Decree. D. Fuel Lim itations 82. W i sconsin Electric shall not burn coal having a sulfur content greater than any
am ount authorized by regulation or state perm it at any W i sconsin Electric System Unit. Upon entry of the Consent Decree, W i sconsin Electric shall not receive petroleum coke at any Unit that is not controlled by an FGD (or equivalent SO 2 control technology approved pursuant to Paragraph 71), except that W i sconsin Electric m ay continue to receive petroleum coke at Presque Isle Units 1 through 6 until June 30, 2006. E. General SO 2 Provisions 83. In determ ining Em ission Rates for SO 2 , W i sconsin Electric shall use CEMs in accordance with those reference m e thods specified in 40 C.F.R. Part 75 and 40 C.F.R. Part 60. 84. For Units that are required to be equipped with SO 2 control equipm ent and that are subject to the 95% rem oval provisions, the outlet SO 2 Em ission Rate and the inlet SO 2 Em ission Rate shall be determ ined in accordance with 40 C.F.R. § 75.15 (using SO 2 CEMS data from both the inlet and outlet of the control device). For Units that are required to m eet a 0.100 lb/mm B TU lim itation, the SO 2 Em ission Rate shall be determ ined only at the outlet of the control equipm ent in accordance with 40 C.F.R. § 75.15 (using SO 2 CEMS data from only the outlet of the control device).

26VII. PM EMISSION REDUCTIONS AND CONTROLS A. Optim ization of PM Controls 85. W ithin 45 days of lodging of this Consent Decree and continuing thereafter, W i sconsin Electric shall continuously operate each Particulate Matter Control Device on its Existing Units to m a xim i ze PM em ission reductions, consistent with the operational and
m a intenance lim itations of the Units. Specif i cally, W i sconsin Electric shall, at a m i nim um : (a) energize each section of the ESP for each Unit, regardless of whether that action is needed to
com p ly with opacity lim its; (b) m a intain the ener gy or power levels delivered to the ESPs for each Unit to achieve the greatest possible rem oval of PM; (c) m a ke best efforts to expeditiously repair and return to service transform e r-rectifier sets when they fail; and (d) m a intain an ongoing bag leak detection and replacem ent program to assure optim al operation of each BH. B. Upgrade of PM Controls 86. W ithin 365 days of lodging of this Consent Decree, W i sconsin Electric shall operate each of the ESPs and BHs within the W i sconsin Electric System , except Units 5 and 6 at the Presque Isle Generating Station, to achieve and m a intain a PM Em ission Rate of 0.030 lb/mm B TU. Presque Isle Unit 5 shall achieve and m a intain a PM Em ission Rate of 0.030 lb/mm B TU by June 30, 2005 and Presque Isle Unit 6 shall achieve and m a intain a PM Em ission Rate of 0.030 lb/mm B TU by June 30, 2006. 87. W i sconsin Electric shall continuously operate each ESP and BH in the W i sconsin Electric System at all tim es that the Unit it serves is com busting coal. W i sconsin Electric shall use good operating practices at all tim es that the Unit is com busting coal.

27C. PM Monitoring 1. PM Stack Tests 88. Beginning in calendar year 2004, and continuing annually thereafter, W i sconsin Electric shall conduct a perform ance test on each W i sconsin Electric System Unit. The annual stack test requirem e nt im posed on each W i sconsin Electric System Unit by this Paragraph m ay be satisfied by W i sconsin Electric’s stack tests conducted as required by its perm its from the States of Michigan and W i sconsin for any year that such stack tests are required under the perm its. W i sconsin Electric m ay perform biannual rather than annual testing provided that (a) two of the m o st recently com p leted test results from tests conducted in accordance with Method 5 or Method 17 dem onstrate that the particulate m a tter em issions are equal to or less than a 0.015 lb/mm B TU em ission lim itation, or (b) the Unit is equipped with a PM CEMS in accordance with Paragraph 93. W i sconsin Electric shall perform annual rather that biannual testing the year imm e diately following any test result dem onstrating that the particulate m a tter em issions are greater than a 0.015 lb/mm B TU em ission lim itation. 89. The reference and m onitoring m e thods and procedures for determ ining
com p liance with Em ission Rates for PM shall be those specified in 40 C.F.R. Part 60, Appendix A, Method 5 or Method 17. Use of any particular m e thod shall conform to the EPA requirem e nts specified in 40 C.F.R. Part 60, Appendix A and 40 C.F.R. § 60.48a (b) and (e), or any federally approved SIP m e thod. W i sconsin Electric shall calculate the PM Em ission Rates from the stack test results in accordance with 40 C.F.R. § 60.8(f), and 40 C.F.R. § 60.46a(c). The results of each PM stack test shall be subm itted to EPA within 45 days of com p letion of each test.

2890. The PM Em ission Rates established under Paragraph 86 of this Section shall not apply during periods of startup and shutdown or during periods of control equipm ent or Unit Malfunction, if the Malfunction m eets the require m e nts of the Force Majeure section of this Consent Decree. Periods of startup shall notexceed two hours after any am ount of coal is
com busted. Periods of shutdown shall only comm e nce when the Unit ceases burning any
am ount of coal. 2. PM CEMS 91. W i sconsin Electric shall undertake a program to install and operate Continuous Em ission Monitoring System for Particulate Matter (“PM CEMS”). Each PM CEMS shall be
com p rised of a continuous particle m a ss m onitor m easuring particulate m a tter concentration, directly or indirectly, on an hourly average basis and a diluent m onitor used to convert results to units of lb/mm B TU. W i sconsin Electric shall m a intain, in an electronic database, the hourly average em ission values of all PM CEMS in lb/mm B TU. W i sconsin Electric shall use reasonable efforts to keep each PM CEMS running and producing data whenever any Unit served by the PM CEMS is operating. 92. No later than one year prior to the deadline to comm e nce operation as set forth in Paragraph 93, W i sconsin Electric shall subm it to EPA for review and approval a plan for the installation and certification of each PM CEMS. 93. W i sconsin Electric shall install, certify, and operate PM CEMS on 10 Units, stacks or comm on stacks in accordance with the following schedule:

29Unit Deadline to Commence Operation Location Presque Isle Units 1-4 April 1, 2006 Comm on Outlet Flue at Stack Presque Isle Unit 5 April Stack Presque Isle Unit 6 April Stack Presque Isle Units 7-9 April Comm on Outlet Duct of TOXECON Oak Creek Units 5&6 April Comm on Stack

Oak Creek Unit 7 April 1, 2005 Precipitator Outlet Duct Oak Creek Unit 8 April Precipitator Outlet Duct Pleasant Prairie Units 1&2 April Comm on Stack Valley Unit 1 April 1, 2006 Comm on Stack Valley Unit 2 April 1, 2006 Comm on Stack 1, 2006 1, 2006 1, 2006 1, 2005

1, 2005 1, 2005

94. Notwithstanding the requirem e nts of Paragraph 93, by April 1, 2005, W i sconsin Electric m ay install two m e rcury CEMS, one of which will be installed at Pleasant Prairie Unit 1 or Unit 2, and one of which will be installed at Oak Creek Unit 7 or Unit 8, in lieu of a PM CEMS on Presque Isle Units 1 through 4 and one of the units at Valley. 95. No later than 120 days prior to the deadline to comm e nce operation of each PM CEMS, W i sconsin Electric shall subm it to EPA for approval pursuant to Section XIII (Review and Approval of Subm ittals) a proposed Quality Assurance/Quality Control (“QA/QC”) protocol that shall be followed in calibrating such PM CEMS. Following EPA’s approval of the protocol, W i sconsin Electric shall thereafter operate each PM CEMS in accordance with the approved protocol. 3096. In developing both the plan for installation and certification of the PM CEMS and the QA/QC protocol, W i sconsin Electric m ay use the criteria set forth in EPA’s proposed revisions to Perform ance Specification 11: Specifi cation and Test Procedures for PM CEMS and Procedure 2: PM CEMS at Stationary S ources (PS 11), as published at 66 Fed. Reg 64176 (Decem ber 12, 2001) or other available PM CEMS guidance. 97. No later than 90 days after W i sconsin Electric begins operation of the PM CEMS, W i sconsin Electric shall conduct tests of each PM CEMS to dem onstrate com p liance with the PM CEMS plan subm itted to and approved by EPA in accordance with Paragraph 92. 98. If after W i sconsin Electric operates the PM CEMS for at least two years, and if the Parties then agree that it is inf easible to continue operating PM CEMS, W i sconsin Electric shall subm it an alternative PM m onitoring plan for review and approval by EPA. The plan shall include an explanation of the basis for stopping operation of the PM CEMS and a proposal for an alternative m onitoring protocol. Until EPA approves such plan, W i sconsin Electric shall continue to operate the PM CEMS. 99. Operation of a PM CEMS shall be considered “infeasible” if (a) the PM CEMS cannot be kept in proper condition for sufficient periods of tim e to produce reliable, adequate, or useful data consistent with the QA/QC protocol; or (b) W i sconsin Electric dem onstrates that recurring, chronic, or unusual equipm ent adjustm e nt or servicing needs in relation to other types of continuous em ission m onitors cannot be resolved through reasonable expenditures of
resources. If the United States determ ines that W i sconsin Electric has dem onstrated inf easibility pursuant to this Paragraph, W i sconsin Electric shall be entitled to discontinue operation of and
rem ove the PM CEMS.

313. PM Reporting 100. Following the installation of each PM CEMS, W i sconsin Electric shall begin and continue to report to EPA, pursuant to Section XII, the data recorded by the PM CEMS, expressed in lb/mm B TU on a 3-hour, 24-hour, 30-day, and 365-day rolling average basis in electronic form at, as required in Paragraph 91. D. General PM Provisions 101. In determ ining the PM Em ission Rate, W i sconsin Electric shall use the reference
m e thods specified in 40 C.F.R. Part 60, Appendi x A, Method 5 or Method 17, using stack tests, or alternative m e thods that are either prom ulgated by EPA or requested by W i sconsin Electric and approved by EPA. W i sconsin Electric shall also calculate the PM Em ission Rates from annual (or biannual) stack tests in accordance with 40 C.F.R. § 60.8(f). W i sconsin Electric shall also determ ine PM Em ission Rates using PM CEMS consistent with the approved QA/QC protocol. 102. Data from the PM CEMS shall be used by W i sconsin Electric, at a m i nim um , to
m onitor progress in reducing PM em issions. Nothing in this Consent Decree is intended to, or shall, alter or waive any applicable law (including any def e nses, entitlem e nts, challenges, or clarifications related to the Credible Evidence Rule, 62 Fed. Reg. 8315 (Feb. 27, 1997)) concerning the use of data for any purpose under the Act, generated either by the reference
m e thods specified herein or otherwise.

32VIII. PROHIBITION ON NETTING CREDITS OR OFFSETS FROM REQUIRED CONTROLS 103. For any and all actions taken by W i sconsin Electric to com p ly with the requirem e nts of this Consent Decree, including but not lim ited to the upgrade of ESPs and BHs, the installation of FGDs, SCRs, or equivalent control devices approved under this Consent Decree, the re-powering of certain units, the retirem ent of certain units, and the reduction of
em issions to satisfy annual em ission tonnage lim itations, any em ission reductions generated shall not be considered as a creditable contem poraneous em ission decrease for the purpose of obtaining a netting credit under the Clean Air Ac t’s Nonattainm e nt NSR and PSD program s. Notwithstanding the preceding sentence, W i sconsin Electric m ay use any creditable contem poraneous em ission decreases of Volatile Organic Com pounds (“VOCs”) generated under this Consent Decree for the purpose of obtaining a netting credit for VOCs under the Clean Air Act’s Nonattainm e nt NSR and PSD program s. 104. Nothing in this Consent Decree is intended to preclude the em ission reductions generated under this Decree from being considered as creditable contem poraneous em ission decreases for the purpose of attainm e nt dem onstrations subm itted pursuant to § 110 of the Act, 42 U.S.C. § 7410, or in determ ining im pacts on NAAQS and PSD increm ent consum ption. IX. ENVIRONMENTAL PROJECTS 105. W i sconsin Electric, in cooperation with the United States Departm e nt of Energy (“DOE”) and potentially other parties, shall design, construct, operate and analyze the first full scale TOXECON with activated carbon injection w ith the goal of achieving a 90% rem oval of all species of m e rcury (“the TOXECON Project”). The TOXECON Project will be im plem ented at Units 7, 8, and 9 of W i sconsin Electric’s Presque Isle Generating Station. 33106. At least six m onths before it plans to comm e nce im plem entation of the TOXECON Project, W i sconsin Electric shall subm it to the Plaintiff for review and approval pursuant to Section XIII of this Consent Decree a plan for the im plem entation of the TOXECON Project, including the date by which W i sconsin Electric will comm e nce design and construction of

the Project, and the date by which W i sconsin Electric will com p lete the Project. To the extent that any change to the TOXECON Project m ay be required, W i sconsin Electric shall notify the Plaintiff of such change within 60 days of becom i ng aware a change is necessary. W i sconsin Electric shall im plem ent the TOXECON Project in com p liance with the schedules and term s of this Consent Decree and the plans for such Project approved under this Decree. 107. For purposes of this Consent Decree, in perform i ng the TOXECON Project, W i sconsin Electric shall, prior to Decem ber 31, 2006, spend no less than $20 m illion, and shall not be required to spend m o re than $25 m illion, in Project Dollars (m easured in calendar year 2003 constant dollars). W i sconsin Electric shall m a intain all docum ents required by Generally Accepted Accounting Principles to substantiate the Project Dollars spent by W i sconsin Electric, and shall provide copies of these docum ents to the Plaintiff within 30 days of a request by the Plaintiff for these docum ents. 108. All plans and reports prepared by W i sconsin Electric pursuant to the requirem e nts of this Section in this Consent Decree shall be publicly available without charge, subject to the lim itations contained in Paragraph 172. 109. W i sconsin Electric shall certify, as part of each plan subm itted to the United States for any Project, that it is unaware of any person required by law, other than this Consent Decree, to perform the Project described in the plan.

34110. W i sconsin Electric shall use good faith efforts to secure as m u ch benefit as possible for the Project Dollars expended, consistent with the applicable requirem e nts and lim its of this Consent Decree. 111. W ithin 60 days following the com p letion of the TOXECON Project, W i sconsin Electric shall subm it to the EPA a report that docum ents the date that the Project was com p leted, W i sconsin Electric’s results of im plem enting the Project, including the em ission reductions or other environm ental benefits achieved, and the Project Dollars expended by W i sconsin Electric in im plem enting the Project. 112. Following com p letion of the TOXECON Project, W i sconsin Electric shall
m a intain the baghouse com ponent of the TOXECON in the flue gas stream regardless of the results of the dem onstration project. If W i sconsin Electric determ ines that the dem onstration project has rem oved reasonable levels of m e rcury and is operationally viable, W i sconsin Electric shall also continue sorbent injection for m e rcury control. 113. W i sconsin Electric shall not financially benefit from the sale or transfer of the TOXECON technology or the collection or distri bution of inform ation collected during this dem onstration project. 114. W i sconsin Electric shall provide the United States with sem i -annual updates concerning the progress of the TOXECON Project. W i sconsin Electric also shall m a ke inform ation concerning the perform ance of the TOXECON Project available to the public in an expeditious m a tter, consistent with DOE’s requirem e nts concerning the disclosure of project inform ation and subject to the lim itations contained in Paragraph 172. Such inf o rm ation disclosure shall include, but not be lim ited to, release of periodic progress reports, clearly

35identifying dem onstrated rem oval efficiencies of m e rcury and other pollutants, sorbent injection rates and cost effectiveness. In addition, periodic technology transfer open houses and plant tours shall be scheduled, consistent with DOE’s requirem e nts for disclosure of project inform ation and subject to the lim itations contained in Paragraph 172. X. CIVIL PENALTY 115. W ithin thirty (30) calendar days of entry of this Consent Decree, W i sconsin Electric shall pay to the United States a civil penalty in the am ount of $ 3.2 m illion. The civil penalty shall be paid by Electronic Funds Transf er ("EFT") to the United States Departm e nt of Justice, in accordance with current EFT procedures, referencing USAO File Num b er 2003V00451 and DOJ Case Num b er 90-5-2-1-07493 and the civil action case nam e and case
num ber of this action, with notice given to the Plaintiff, in accordance with Section XX (Notices) of this Consent Decree. The cost s of such EFT shall be W i sconsin Electric’s responsibility. Paym ent shall be m a de in accordance with instructions provided to W i sconsin Electric by the Financial Litigation Unit of the U.S. Attorney' s Of f i ce f o r the Eastern District of W i sconsin. Any funds received after 2:00 p.m . EDT shall be credited on the next business day. At the tim e of paym ent, W i sconsin Electric shall provide notice of paym ent, referencing the USAO File Num b er, DOJ Case Num b er 90-5-2-1- 07493, and the civil action case nam e and case
num ber, to the Departm e nt of Justice and to EPA, as provided in Paragraph 174 (Notice) of this Consent Decree. 116. Failure to tim ely pay the civil penalty shall subject W i sconsin Electric to interest accruing from the date paym ent is due until the date paym ent is m a de at the rate prescribed by 28 U.S.C. § 1961, and shall render W i sconsin Electric liable for all charges, costs, fees, and

36penalties established by law f o r the benef it of a creditor or of the United States in securing paym ent. 117. Paym ents m a de pursuant to this Section are penalties within the m e aning of Section 162(f) of the Internal Revenue Code , 26 U.S.C. § 162(f), and are not tax-deductible expenditures for purposes of federal law. XI. RESOLUTION OF CLAIMS A. RESOLUTION OF U.S. CIVIL CLAIMS 118. Claim s Based on Modifications Occurring Before the Lodging of Decree
. Entry of this Decree shall resolve all civil claim s of the United States under either: (i) Parts C or D of Subchapter I of the Clean Air Act or (ii) 40 C.F.R. Section 60.14, that arose from any
m odifications that comm e nced at any W i sconsin Electric System Unit prior to the date of lodging of this Decree, including but not lim ited to those m odifications alleged in the Com p laint in this civil action. 119. Claim s Based on Modifications After the Lodging of Decree
. Entry of this Decree also shall resolve all civil claim s of the United States f o r pollutants regulated under Parts C or D of Subchapter I of the Clean Air Act, and under regulations prom ulgated as of the date of lodging of this Decree, where such claim s are based on a
m odification com p leted before Decem ber 31, 2015 and: (a) comm e nced at any W i sconsin Electric System Unit after lodging of this Decree; or (b) that this Consent Decree expressly directs W i sconsin Electric to undertake. The term “m odification” as used in this Paragraph shall have the m eaning that term is given under the Clean Air Act statute as it existed on the date of lodging of this Decree.

37120. Reopener
. The resolution of the civil claim s of the United States provided by this Subsection is subject to the provisions of Section B of this Section. B. PURSUIT OF U.S. CIVIL CLAIMS OTHERW ISE RESOLVED 121. Bases for Pursuing Resolved Claim s Across W i sconsin Electric System
. If W i sconsin Electric violates Paragraph 60 (System

- wide NO xRolling Tonnage Lim its), Paragraph 59 (System

- wide NO xRolling Average Em ission Rate), Paragraph 74 (System

- wide Rolling SO 2 Tonnage Lim its), Paragraph 73 (System

- wide SO 2 Em ission Rates), or Paragraph 82 (Fuel Lim itation), or fails by m o re than ninety days to com p lete installation and comm e nce operation of any em ission control device required pursuant to Paragraphs 55 or 70; or fails by
m o re than ninety days to control or retire and perm anently cease to operate W i sconsin Electric System Units pursuant to Paragraph 54, then the United States m ay pursue any claim at any W i sconsin Electric System Unit that has otherwise been resolved under Subsection A of this Section, subject to (A) and (B) below. (A) F or any claim s based on m odifications undertaken at an Other Unit, claim s m a y be pursued only where the m odification(s) on which such claim is based was comm e nced within the five years preceding the violation or failure specified in this Paragraph. (B) For any claim s based on m odifications undertaken at an Im proved Unit, claim s
m a y be pursued only where the m odification(s) on which such claim is based was
comm e nced (i) after lodging of the Consent Decree and (ii) within the five years preceding the violation or failure specified in this Paragraph. 122. Additional Bases for Pursuing Resolved Claim s for Modifications at an Im proved Unit. Solely with respect to Im proved Units, the United States m ay also pursue claim s arising

38from a m odification (or collection of m odificati ons) at an Im proved Unit that has otherwise been resolved under Section A if the m odification (or collection of m odifications) at the Im proved Unit on which such claim is based (i) was comm e nced after lodging of this Consent Decree, and (ii) individually (or collectively) increased the m a xim um hourly em ission rate of that Unit for NO xor SO 2 (as m easured by 40 C.F.R. § 60.14 (b) and (h)) by m o re than ten percent (10%). 123. Additional Bases for Pursuing Resolved Claim s for Modifications at an Other Unit. Solely with respect to Other Units, the United States m ay also pursue claim s arising from
a m odification (or collection of m odifications) at an Other Unit that has otherwise been resolved under Section XI . A if the m odification (or collection of m odifications) on which the claim is based was comm e nced within the five years preceding any of the following events: (A) a m odification (or collection of m odifications) at such Other Unit comm e nced after lodging of this Consent Decree increases the m a xim um hourly em ission rate for such Other Unit for the relevant pollutant (NO xor SO 2 ) as m easured by 40 C.F.R. § 60.14(b) and (h); (B) the aggregate of all Capital Expenditures m a de at such Other Unit exceed $125/KW on the Unit’s Boiler Island (based on the capacity num bers included in Paragraph 53) during any of the following five year periods: January 1, 2006 through Decem ber 31, 2010; January 1, 2011 through Decem ber 31, 2015. For the period from the date of lodging of this Decree through Decem ber 31, 2005, the $125/KW lim it shall be pro-rated to include only that portion of the five-year period (January 1, 2000 through Decem ber 31, 2005) following the date of lodging of this Decree. (Capital Expenditures shall be m easured in calendar year 2002 constant dollars, as adjusted by the McGraw-Hill Engineering News-Record Construction Cost Index); or

39(C) a m odification (or collection of m odifications) at such Other Unit comm e nced after lodging of this Consent Decree results in an em issions increase of NO xand/or SO 2 at such Other Unit, and such increase: (1) presents, by itself, or in com b ination with other em issions
or sources, “an imm i nent and substantial endangerm ent” within the m eaning of Section 303 of the Act, 42 U.S.C. §7603; (2) causes or contributes to violation of a National Am bient Air Quality Standard (“NAAQS”) in any Air Quality Control Area that is in attainm e nt with that NAAQS; (3) causes or contributes to violation of a PSD increm ent; or (4) causes or contributes to any adverse im pact on any form ally-recognized air quality and related values in any Class I area. (D) S olely for purposes of Paragraph 123, Subparagraph (C), the determ ination of whether there was an em issions increase m u st take into account any em issions changes relevant to the m odeling dom ain that have occurred or will occur under this Decree at other W i sconsin Electric System Units. In addition, an em issions increase shall be deem ed to have occurred at an Other Unit if the annual em issions of the relevant pollutant (NO xor SO 2 ) from the plant at which such m odification(s) occurred exceed the Baseline for that plant. (E) T he introduction of any new or changed National Am bient Air Quality Standard shall not, standing alone, provide the show ing needed under Paragraph 123, Subparagraphs

40(C)(2) or (C)(3), to pursue any claim for a m odification at an Other Unit resolved under Subsection A of this Section. 124. [RESERVED.] XII. PERIODIC REPORTING 125. W ithin 180 days after each date established by this Consent Decree for W i sconsin Electric to achieve and m a intain a certain Em ission Rate or Rem oval Efficiency at any W i sconsin Electric System Unit, W i sconsin Electric shall conduct perform ance tests that dem onstrate com p liance with the Em ission Rate or Rem oval Efficiency required by this Consent Decree. W ithin 45 days of each such perform ance test, W i sconsin Electric shall subm it the results of the perform ance test to EPA at the a ddresses specified in Section XX (Notices) of this Consent Decree. 126. Beginning thirty days after the end of the first full calendar quarter following the entry of this Consent Decree or Decem ber 31, 2003, whichever is later, continuing on a sem i

annual basis until Decem ber 31, 2015, and in addition to any other express reporting requirem e nt in this Consent Decree, W i sconsin Electric shall subm it to EPA a progress report. 127. The progress report shall contain the following inform ation:
a. all inf o rm ation necessary to determ ine com p liance with this Consent Decree; b. all inf o rm ation relating to em ission allowances and credits that W i sconsin Electric claim s to have generated in accordance with Paragraphs 66 and 81 by
com p liance beyond the requirem e nts of this Consent Decree; and

41c. all inf o rm ation indicating that the installation and comm e ncem ent of operation for a pollution control device m ay be delayed, including the nature and cause of the delay, and any steps taken by W i sconsin Electric to m itigate such delay. 128. In any periodic progress report subm itted pursuant to this Section, W i sconsin Electric m ay incorporate by reference inform ation previously subm itted under its Title V perm itting requirem e nts, provided that W i sconsin Electric attaches the Title V perm it report and provides a specific reference to the provisions of the Title V perm it report that are responsive to the inform ation sought in the periodic progress report. 129. In addition to the progress reports required pursuant to this Section, W i sconsin Electric shall provide a written report to EPA of any violation of the requirem e nts of this Consent Decree, including exceedances of required Em ission Rates, rem oval efficiencies, and Unit-Specific and System -wide Rolling Average Em ission Rate and Rolling Tonnage lim its, within 10 business days of when W i sconsin Electric knew or should have known of any such violation. In this report, W i sconsin Electric shall explain the cause or causes of the violation and all m easures taken or to be taken by W i sconsin Electric to prevent such violations in the future. 130. Each W i sconsin Electric report shall be signed by W i sconsin Electric’s Vice President Environm ental, or, in his or her abse nce, General Counsel, or higher ranking official, and shall contain the f o llowing certif ication: This inform ation was prepared either by m e or under mydirection or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the inform ation subm itted. Based on myevaluation, or the directions and myinquiry of the person(s) who m anage the system , or the person(s) directly responsible for gathering the inform ation, I hereby certify under penalty of law that, to the best of myknowledge and belief, this inform ation is
42true, accurate, and com p lete. I understand that there are significant penalties for subm itting false, inaccurate, or incom p lete inform ation to the United States. 131. If any allowances are surrendered to any third party pursuant to Section VI.C of this Consent Decree, the third party’s certification shall be signed by a m anaging officer of the third party and shall contain the following language: I certify under penalty of law that,_____________ [nam e of third party] will not sell, trade, or otherwise exchange any of the allowances and will not use any of the allowances to m eet any obligation im posed by any environm ental law. I understand that there are significant penalties for m a king false, inaccurate, or incom p lete inf o rm ation to the United States. XIII. REVIEW AND APPROVAL OF SUBMITTALS 132. W i sconsin Electric shall subm it and com p lete each plan, report, or other item to the Plaintif f whenever such a docum ent is required to be subm itted f o r review or approval pursuant to this Consent Decree. EPA m ay approve the subm ittal or decline to approve it and provide written comm e nts. W ithin 60 days of receiving written comm e nts from EPA, W i sconsin Electric shall either: (i) alter the subm ittal consistent with the written comm e nts and provide the revised subm ittal f o r f i nal approval to EPA if called f o r in this Consent Decree; or (ii) subm it the
m a tter for dispute resolution, including the period of inform al negotiations, under Section XVI (Dispute Resolution) of this Consent Decree. 133. Upon receipt of EPA’s final approval of the subm ittal, or upon com p letion of the subm ittal pursuant to dispute resolution, W i sconsin Electric shall im plem ent the subm ittal in accordance with the approved subm ittal. XIV. STIPULATED PENALTIES 134. For any failure by W i sconsin Electric to com p ly with the term s of this Consent Decree, and subject to the provisions of S ections XV (Force Majeure) and XVI (Dispute 43Resolution), W i sconsin Electric shall pay, within 30 days af ter written dem and to W i sconsin Electric by the United States the f o llowing stipulated penalties to EPA: Consent Decree Violation S tipulated Penalty (Per day per violation, unless otherw ise specified) a. Failure to pay the civil penalty as specified in Section X (Civil Penalty) of this Consent Decree $10,000 b. Failure to m eet any 30-Day Rolling Average Em ission Rate, any 30-Day Rolling Average Rem oval Efficiency, or any other Em ission Rate or em ission lim itation (other than the System -wide 12-m onth Rolling Average Em ission Rates, System -wide 12-m onth Rolling Tonnage lim itations or any other 12-m onth rolling lim itation), where the violation is less than 5% in excess of the lim its set f o rth in this Consent Decree $2,500

c. Failure to m eet any 30-Day Rolling Average Em ission Rate, any 30-Day Rolling Average Rem oval Efficiency, or any other Em ission Rate or em ission lim itation (other than the System -wide 12-m onth Rolling Average Em ission Rates, System -wide 12-m onth Rolling Tonnage lim itations or any other 12-m onth rolling lim itation), where the violation is equal to or greater than 5% but less than 10% in excess of the lim its set f o rth in this Consent Decree $5,000

d. Failure to m eet any 30-Day Rolling Average Em ission Rate, any 30-Day Rolling Average Rem oval Efficiency, or any other Em ission Rate or em ission lim itation (other than the System -wide 12-m onth Rolling Average Em ission Rates, System -wide 12-m onth Rolling Tonnage lim itations or any other 12-m onth rolling lim itation), where the violation is equal to or greater than 10% in excess of the lim its set f o rth in this Consent Decree $10,000

e. Failure to m eet any System -wide 12-m onth Rolling Average Em ission Rate, where the violation is less than 5% in excess of the lim its set f o rth in this Consent Decree $2,500 per m onth

44f
. Failure to m eet any System -wide 12-m onth Rolling Average Em ission Rate, where the violation is equal to or greater than 5% but less than 10% in excess of the lim its set f o rth in this Consent Decree $5,000 per m onth

g. Failure to m eet any System -wide 12-m onth Rolling Average Em ission Rate, where the violation is equal to or greater than 10% in excess of the lim its set f o rth in this Consent Decree $10,000 per m onth

h. Failure to m eet the System -wide 12-m onth Rolling SO 2 and NO xTonnage Lim its as set out in Paragraphs 60 and 74 or any other the 12-m onth rolling tonnage lim itation $5,000 per ton per m onth for the first 100 tons over the lim it, and $10,000 per ton per m onth for each additional ton over the lim it i. Failure to install, comm e nce operation, or continue operation of the NO x , SO 2 , and PM pollution control devices on any Unit, or failure to retire a Unit $10,000 during the first 30 days, $27,500 thereafter j. Failure to m eet the f u el use lim itations at a Unit, as required by Paragraph 82 $10,000 k. Failure to install or operate CEMS as required in Paragraph 93, subject to Paragraph 99 $1,000 l. Failure to conduct annual or biannual perform ance tests of PM em issions, as required in Paragraph 88 $1,000

m . Failure to apply for the perm its required by Paragraphs 165-167 $1,000

n. Failure to tim ely subm it, m odify, or im plem ent, as approved, the reports, plans, studies, analyses, protocols, or other subm ittals required by this Consent Decree $750 for the first ten days, $1,000 thereafter.

45o. Using, selling, or transferring SO 2 Allowances, except as perm itted by Paragraphs 76, 77 and 81 (a) three tim es the m arket value of the im properly used allowance, as m easured at the tim e of the im proper use, plus (b) the surrender, pursuant to the procedures set forth in Paragraphs 77 through 79 of this Decree, of SO 2 Allowances in an am ount equal to the SO 2 Allowances used, sold, or transferred in violation of the Decree p. Using, selling or transferring NOx allowances or credits except as perm itted under Paragraph 64-66 (a) three tim es the m arket value of the im properly used allowance, as m easured at the tim e of the im proper use, plus (b) the surrender, pursuant to the procedures set forth in Section XII (Periodic Reporting) of this Decree, of NO xallowances or credits in an am ount equal to the NO x allowances or credits used, sold, or transferred in violation of the Decree q. Failure to surrender an SO 2 Allowance in accordance with Paragraph 77 (a) $27,500 plus (b) $1,000 per SO 2 Allowance r. Failure to dem onstrate the third-party surrender of an SO 2 Allowance in accordance with Paragraph 78 $2,500

s. Failure to undertake and com p lete any of the Environm ental Projects in com p liance with Section IX (Environm ental Projects) $1,000 for the first 30 days, $5,000 thereafter
t. Any other violation of this Consent Decree $1,000 135. Violation of an Em ission Rate or Rem oval Efficiency that is based on a 30-Day Rolling Average is a violation on every day on whic h the average is based. Violation of System

wide 12-Month Rolling Average Em ission Rate s, System -wide 12-Month Rolling Tonnage

46Lim itations or any other 12-m onth rolling lim itation is a violation each m onth on which the average is based. 136. Wh ere a violation of a 30-Day Rolli ng Average Em ission Rate or Rem oval Efficiency (for the sam e pollutant and from the sam e source) recurs within periods less than 30 days, W i sconsin Electric shall not pay a daily stipulated penalty for any day of the recurrence for which a stipulated penalty has already been paid. 137. All stipulated penalties shall begin to accrue on the day after the perform ance is due or on the day a violation occurs, whichever is applicable, and shall continue to accrue until perform ance is satisfactorily com p leted or until the violation ceases. Nothing herein shall prevent the sim u ltaneous accrual of separate penalties for separate violations of this Consent Decree. 138. W i sconsin Electric shall pay all stipulated penalties to the United States, in the
m anner set forth below in Paragraph 140, within 30 days of any violation of this Consent Decree, and shall continue to m a ke such paym ents every 30 days thereaf t er until the violation(s) no longer continues, unless W i sconsin Electric elects w ithin 20 days of the violation to dispute the accrual of stipulated penalties in accordance with the provisions in Section XVI (Dispute Resolution) of this Consent Decree. 139. Penalties shall continue to accrue as provided in accordance with Paragraph 137 during any dispute, with interest on accrued penalties payable and calculated at the rate established by the Secretary of the Treasury, pursuant to 28 U.S.C. § 1961, but need not be paid until the f o llowing:

47a. If the dispute is resolved by agreem ent or by a decision of the Plaintiff that is not appealed to the Court, accrued penalties determ ined to be owing, together with accrued interest, shall be paid to the United States within thirty (30) days of the effective date of the agreem ent or the receipt of EPA’s decision or order; b. If the dispute is appealed to the Court and the Plaintiff prevails in whole or in part, W i sconsin Electric shall, within sixty (60) days of receipt of the Court’s decision or order, pay all accrued penalties determ ined by the Court to be owing, together with accrued interest, except as provided in Subparagraph c, below;
c. If the District Court’s decision is appealed by any Party, W i sconsin Electric shall, within fifteen (15) days of receipt of the final appellate court decision, pay all accrued penalties determ ined to be owing to the United States, together with accrued interest. 140. All stipulated penalties m u st be paid within thirty (30) days of the date payable, and paym ent shall be m a de in the m anner set fo rth in Section X of this Consent Decree (Civil Penalty). 141. Should W i sconsin Electric fail to pay stipulated penalties in com p liance with the term s of this Consent Decree, the United States shall be entitled to collect interest on such penalties, as provided for in 28 U.S.C. § 1961. 142. The stipulated penalties provided for in this Consent Decree shall be in addition to any other rights, rem e dies, or sanctions available to the United States by reason of W i sconsin Electric’s failure to com p ly with any requirem e nt of this Consent Decree or applicable law, except that for any violation of the Act for which this Consent Decree also provides for paym ent

48of a stipulated penalty, W i sconsin Electric shall be allowed a credit f o r stipulated penalties paid against any statutory penalties im posed for such violation. XV. FORCE MAJEURE 143. For purposes of this Consent Decree, a “Force Majeure Event” shall m ean an event that has been or will be caused by circum stances beyond the control of W i sconsin Electric, its contractors, or any entity controlled by W i sconsin Electric that delays com p liance with any provision of this Consent Decree or otherwise cause s a violation of any provision of this Consent Decree despite W i sconsin Electric’s best efforts to fulfill the obligation. “Best efforts to fulfill the obligation” include using best efforts to anticipate any potential Force Majeure Event and to address the effects of any such event (a) as it is occurring and (b) after it has occurred, such that the delay or violation is m i nim i zed to the greatest extent possible. 144. Notice
. If any event occurs or has occurred that m ay delay com p liance with or otherwise cause a violation of any obligation under this Consent Decree, as to which W i sconsin Electric intends to assert a claim of Force Maje ure, W i sconsin Electric shall notify the Plaintiffs in writing as soon as practicable, but in no event later than fourteen (14) business days following the date W i sconsin Electric first knew, or by the exercise of due diligence should have known, that the Force Majeure Event caused or m ay cause such delay or violation. In this notice, W i sconsin Electric shall reference this Paragraph of this Consent Decree and describe the anticipated length of tim e that the delay or violation m ay persist, the cause or causes of the delay or violation, all m easures taken or to be taken by W i sconsin Electric to prevent or m i nim i ze the delay or violation, the schedule by which W i sconsin Electric proposes to im plem ent those
m easures, and W i sconsin Electric’s rationale for attributing a delay or violation to a Force

49Majeure Event. W i sconsin Electric shall adopt all reasonable m easures to avoid or m i nim i ze such delays or violations. W i sconsin Electric shall be deem ed to know of any circum stance of which W i sconsin Electric, its contractors, or any entity controlled by W i sconsin Electric knew or should have known. 145. Failure to Give Notice
. If W i sconsin Electric f a ils to com p ly with the notice requirem e nts of this Section, the EPA m ay void W i sconsin Electric’s claim for Force Majeure as to the specif i c event f o r which W i sconsin Electric has f a iled to com p ly with such notice requirem e nt. 146. Plaintiff’s Response
. The EPA shall notif y W i sconsin Electric in writing regarding W i sconsin Electric' s claim of Force Majeure within (20) twenty business days of receipt of the notice provided under Paragraph 144. If EPA agrees that a delay in perform ance has been or will be caused by a Force Majeure Event, the Parties shall stipulate to an extension of deadline(s) for perform ance of the affected com p liance requirem e nt by a period not to exceed the delay actually caused by the event. In such circum stances, an appropriate m odification shall be m a de pursuant to Section XXIV of this Consent Decree (Modification). 147. Disagreem ent
. If EPA does not accept W i sconsin Electric' s claim of Force Majeure, the m a tter shall be resolved in accord ance with Section XVI of this Consent Decree (Dispute Resolution). 148. Burden of Proof
. In any dispute regarding Force Majeure, W i sconsin Electric shall bear the burden of proving that any delay in perform ance or any other violation of any requirem e nt of this Consent Decree was caused by or will be caused by a Force Majeure Event. W i sconsin Electric shall also bear the burden of proving that W i sconsin Electric gave the notice

50required by this Section and the anticipated duration and extent of any delay(s) attributable to a Force Majeure Event. An extension of one com p liance date based on a particular event m ay, but will not necessarily, result in an extension of a subsequent com p liance date. 149. Events Excluded
. Unanticipated or increased costs or expenses associated with the perform ance of W i sconsin Electric' s obligations under this Consent Decree shall not constitute a Force Majeure Event. 150. Potential Force Majeure Events
. The Parties agree that, depending upon the circum stances related to an event and W i sconsin Electric’s response to such circum stances, the kinds of events listed below are am ong those that could qualify as Force Majeure Events within the m eaning of this Section: construction, labor, or equipm ent delays; Malfunction of a Unit or
em ission control device; natural gas and gas transportation availability delay; acts of God; acts of war or terrorism ; and orders by a governm e nt official, governm e nt agency, or other regulatory body acting under and authorized by applicable law that directs W i sconsin Electric to supply electricity in response to a system -wide (state-wide or regional) em ergency. Depending upon the circum stances and W i sconsin Electric’s response to such circum stances, failure of a perm itting authority to issue a necessary perm it in a tim ely f a shion m ay constitute a Force Majeure Event where the failure of the perm itting authority to act is beyond the control of W i sconsin Electric and W i sconsin Electric has taken all steps available to it to obtain the necessary perm it, including, but not lim ited to, subm itting a com p lete perm it application, responding to requests for additional inform ation by the perm itting authority in a tim ely fashion, accepting lawful perm it term s and conditions, and prosecuting in an expeditious fashion appeals of any allegedly unlawf u l term s and conditions im posed by the perm itting authority.

51151. As part of the resolution of any m a tter subm itted to this Court under this Section, the Parties by agreem ent, or this Court by order, m ay in appropriate circum stances extend or
m odify the schedule for com p letion of work under this Consent Decree to account for the delay in the work that occurred as a result of any delay agreed to by EPA or approved by this Court. W i sconsin Electric shall be liable f o r stipulated penalties f o r its f a ilure thereaf ter to com p lete the work in accordance with the extended or m odified schedule. XVI. DISPUTE RESOLUTION 152. The dispute resolution procedure provided by this Section shall be available to resolve all disputes arising under this Consent Decree, except as provided in either this Section (Dispute Resolution) or Section XV (Force Majeure) of this Consent Decree, provided that the Party m a king such application has first m a de a good faith attem p t to resolve the m a tter with the other Party. 153. The dispute resolution procedure required herein shall be invoked by one Party to this Consent Decree giving written notice to the other party to this Consent Decree advising of a dispute pursuant to this Section. The notice shall describe the nature of the dispute and shall state the noticing Party' s position with regard to such dispute. The Party receiving such a notice shall acknowledge receipt of the notice, and the Parties in dispute shall expeditiously schedule a
m eeting to discuss the dispute inform ally not later than fourteen (14) days following receipt of such notice. 154. Disputes subm itted to dispute resolution under this Section shall, in the first instance, be the subject of inform al negotiations between the disputing Parties. Such period of inform al negotiations shall not extend beyond thirty (30) calendar days from the date of the first

52m eeting am ong the disputing Parties’ representatives unless they agree to shorten or extend this period. During the inform al negotiations period, the disputing Parties m ay also subm it their dispute to a m u tually-agreed-upon alternative dispute resolution (ADR) forum if the Parties agree that the ADR activities can be com p leted within the 30-day inf o rm al negotiations period. 155. If the disputing Parties are unable to reach agreem ent during the inform al negotiation period, the EPA shall provide W i sconsin Electric with a written summ ary of their position regarding the dispute. The written position provided by EPA shall be considered binding unless, within forty-five (45) calendar days thereafter, W i sconsin Electric seeks judicial resolution of the dispute by filing with this Court a petition. The EPA m ay respond to the petition within f o rty-f i ve (45) calendar days of f

iling. 156. Wh ere the nature of the dispute is such that a m o re tim ely resolution of the issue is required, the tim e periods set out in this Section m ay be shortened upon m o tion of one of the Parties to the dispute. 157. This Court shall not draw any inferences nor establish any presum ptions adverse to any disputing Party as a result of invocation of this Section or the disputing Parties' inability to reach agreem ent. 158. As part of the resolution of any dispute under this Section, in appropriate circum stances the disputing Parties m ay agree, or this Court m ay order, an extension or
m odification of the schedule for the com p letion of the activities required under this Consent Decree to account for the delay that occurred as a result of dispute resolution. W i sconsin Electric shall be liable f o r stipulated penalties f o r its f a ilure thereaf ter to com p lete the work in accordance with the extended or m odified schedule.

53159. As to disputes arising under Section VII of this Consent Decree (PM Em ission Reductions and Controls), the Court shall sustain the position of the EPA as to the f easibility of obtaining accurate and reliable data from the PM CEMS that W i sconsin Electric is to install pursuant to Paragraph 93, unless W i sconsin Electric dem onstrates that the position of the EPA is arbitrary or capricious. The Court shall decide all other disputes pursuant to applicable principles of law for resolving such disputes
. In their initial filings with the Court under Paragraph 155, the disputing Parties shall state their respective positions as to the applicable standard of law for resolving the particular dispute. XVII. EMISSIONS LIMITATIONS ON THE SOUTH OAK CREEK AND ELM ROAD GENERATING STATIONS 160. W i sconsin Electric has subm itted an application for a PSD Perm it for the construction of proposed new coal-fired generating Units, which if approved will be known as the Elm Road Generating Station. If, at any tim e after the date of lodging of this Consent Decree, one or m o re of the new units at the proposed Elm Road Generating Station is approved and constructed, W i sconsin Electric shall lim it the com b ined em issions of SO 2 , NO x , PM,
m e rcury, VOCs, hydrochloric acid, hydrofluoric aci d, and sulfuric acid from both its South Oak Creek Generating Station and its Elm Road Generating Station to 38,400 tons per year, collectively. This em ission lim itation is based on actual or calculated em issions of SO 2 , NO x, PM, m e rcury, VOCs, hydrochloric acid, hydrofluoric acid, and sulfuric acid from the existing units at South Oak Creek Generating Station in calendar year 2000. Com p liance with this
em ission lim itation shall be dem onstrated on a 12-m onth rolling average. The em ission lim itation shall be included in the Title V operating perm it issued to the South Oak Creek Generating Station and the Elm Road Genera ting Station, if approved and constructed. 54XVIII. PERMITS 161. Unless expressly stated otherwise in this Consent Decree, in any instance where otherwise applicable law or this Consent Decree requires W i sconsin Electric to secure a perm it to authorize construction or operation of any device, including all preconstruction, construction, and operating perm its required under state law, W i sconsin Electric shall m a ke such application in a tim ely m anner. EPA will use its best ef f o rts to expeditiously review all perm it applications subm itted pursuant to this Consent Decree. 162. Notwithstanding the previous paragraph, nothing in this Consent Decree shall be construed to require W i sconsin Electric to apply for or obtain a PSD or Nonattainm e nt NSR perm it for physical changes or changes in the m e thod of operation that would give rise to claim s resolved by Section XI (Resolution of Claim s ) of this Consent Decree. 163. Wh en perm its are required by the Paragraph 161, W i sconsin Electric shall
com p lete and subm it applications f o r such perm its to the appropriate authorities to allow sufficient tim e for all legally required processing and review of the perm it request. Any failure by W i sconsin Electric to subm it a tim ely perm it application for any Unit in the W i sconsin Electric System shall bar any use by W i sconsin Electric of Section XV (Force Majeure), where a Force Majeure claim is based on perm itting delays. 164. Notwithstanding the reference to Title V perm its in this Consent Decree, the enforcem ent of such perm its shall be in accordan ce with their own term s and the Act. The Title V perm its shall not be directly enforceable under this Decree, although any term or lim it established by or under this Decree shall be enforceable under this Decree regardless of whether

55such term has or will becom e part of a Title V perm it, subject to the term s of Section XXVIII (Conditional Term ination of Enforcem ent Under Decree). 165. W ithin ninety (90) days of entry of this Consent Decree, W i sconsin Electric shall
am end any applicable Title V perm it application, or apply for am endm ents of its Title V perm its, to include a schedule for all perform ance, operational, m a intenance, and control technology requirem e nts established by this Consent Decree, including, but not lim ited to, Em ission Rates,
rem oval efficiencies, lim its on fuel use, and the requirem e nt in Paragraph 77 pertaining to surrender of SO 2 allowances. 166. W ithin one year from the comm e ncem ent of operation of each pollution control device to be installed or upgraded on an Im proved Unit under this Consent Decree, W i sconsin Electric shall apply to m odif yits Title V perm it f o r the generating plant where such device is installed to reflect all new requirem e nts applicable to that plant, including, but not lim ited to any applicable 30-Day Rolling Average Em ission Rate or Rem oval Efficiency. 167. Prior to January 1, 2015, W i sconsin Electric shall apply to am end the Title V perm it for each plant in the W i sconsin Electric System to include specific Em ission Rates or tonnage lim itations as described below. W i sconsin Electric shall be in com p liance with this requirem e nt if, by January 1, 2015, it has applied to am end each such Title V perm it to include Em issions Rate lim itations applicable to Im proved Units and tonnage lim itations applicable to plants with Other Units. Im proved Units shall not exceed a 12-Month Rolling Average Em ission Rate for NOx of 0.080 lb/mm B TU and a 12-Month Rolling Average Em ission Rate for SO 2 of 0.080 lb/mm B TU or a Rem oval Efficiency of 96% for SO 2 . The plants with Other Units shall
m eet the following Unit-specific 12-Month Rolling Tonnage:

56Plant NO x SO 2 Valley 3, 989 9,973 Presque Isle 7,376 17, 257 168. W i sconsin Electric shall provide the EPA with a copy of each application to
am end its Title V perm it, as well as a copy of any perm it proposed as a result of such application, to allow for tim ely participation in any public comm e nt opportunity. 169. If W i sconsin Electric sells or transfers to a Third Party Purchaser part or all of its ownership interest in a Unit in the W i sconsin Electric System , W i sconsin Electric shall com p ly with the requirem e nts of Paragraph 167 with regard to that Unit, prior to any such sale or transfer unless, f o llowing any such sale or transf er, W i sconsin Electric rem a ins the holder of the Title V perm it f o r such f acility. For purposes of this Paragraph and Section XXI, “Third Party Purchaser” ref e rs to an entity unrelated to W i sconsin Electric, W E C or W
. E. Power that m a y acquire an ownership interest in one or m o re of the Units in the W i sconsin Electric System
. XIX. INFORMATION COLLECTION AND RETENTION 170. Any authorized representative of the United States or Perm itting State Agency, including their attorneys, contractors, and consultants, upon presentation of credentials, shall have a right of entry upon the prem ises of any facility in the W i sconsin Electric System at any reasonable tim e for the purpose of:
a. m onitoring the progress of activities required under this Consent Decree; b. verifying any data or inform ation subm itted to the United States in accordance with the term s of this Consent Decree;

57c. obtaining sam p les and, upon request, splits of any sam p les taken by W i sconsin Electric or its representatives, contractors, or consultants; and d. assessing W i sconsin Electric’s com p liance with this Consent Decree. 171. W i sconsin Electric shall retain, and instruct its contractors and agents to preserve, all non-identical copies of all records and docum ents (including records and docum ents in electronic form ) now in its or its contractors’ or agents’ possession or control, and that directly relate to W i sconsin Electric’s perform ance of its obligations under this Consent Decree for the following periods: (a) until Decem ber 31, 2020 for records concerning physical or operational changes undertaken in accordance with Paragraph 119 (Resolution of U.S. Claim s Based On Modifications after Lodging of the Decree) of this Consent Decree; and (b) until Decem ber 31, 2017 for all other records. This record retention requirem e nt shall apply regardless of any corporate docum ent retention policy to the contrary. 172. All inform ation and docum ents subm itted by W i sconsin Electric pursuant to this Consent Decree shall be subject to any requests under applicable law providing public disclosure of docum ents unless (a) the inform ation and docum ents are subject to legal privileges or protection or (b) W i sconsin Electric claim s and substantiates that the inform ation and docum ents contain confidential business inform ation in accordance with 40 C.F.R. Part 2. 173. Nothing in this Consent Decree shall lim it the authority of the EPA to conduct tests and inspections at W i sconsin Electric’s facilities under Section 114 of the Act, 42 U.S.C. § 7414, or any other applicable federal or state laws, regulations or perm its.

58XX. NOTICES 174. Unless otherwise provided herein, whenever notifications, subm issions, or
comm unications are required by this Consent Decree, they shall be m a de in writing and addressed as follows: As to the United States of Am erica: Chief , Environm ental Enf o rcem ent Section Environm ent and Natural Resources Division U.S. Departm e nt of Justice P.O. Box 7611, Ben Franklin Station W a shington, D.C. 20044-7611 DJ# 90-5-2-1-06965 and Director, Air Enforcem ent Division Office of Enforcem ent and Com p liance Assurance U.S. Environm ental Protection Agency Ariel Rios Building [2242A] 1200 Pennsylvania Avenue, N.W
. W a shington, DC 20460 and Regional Adm i nistrator U.S. EPA Region V 77 W e st Jackson Blvd. Chicago, Illinois 60604-3590 As to W i sconsin Electric : Vice President Environm ental W i sconsin Electric Power Com p any 231 W
. Michigan Street Milwaukee, W i sconsin 53203 and

59General Counsel W i sconsin Electric Power Com p any 231 W
. Michigan Street Milwaukee, W i sconsin 53203 175. All notifications, comm unications or subm issions m a de pursuant to this Section shall be sent either by: (a) overnight m a il or by certified or registered m a il, return receipt requested; (b) electronic transm ission, unless the recipient is not able to review the transm ission in electronic form
. All notifications, comm uni cations and transm issions sent by overnight, certif ied or registered m a il shall be deem ed subm itted on the date they are postm arked. All notifications, comm unications, and subm issions m a de by electronic m e ans shall be electronically signed and certif ied, and shall be deem ed subm itted on the date that W i sconsin Electric receives written acknowledgm ent of receipt of such transm ission. 176. Any Party m ay change either the notice recipient or the address for providing notices to it by serving the other Party with a notice setting forth such new notice recipient or address. 177. [RESERVED.] XXI. SALES OR TRANSFERS OF OW NERSHIP INTERESTS 178. If W i sconsin Electric proposes to sell or transfer part or all of its ownership interest in any Existing Unit (“Ownership Interest”) to an entity unrelated to W i sconsin Electric, W E C or W
. E. Power (Third Party Purchaser), it shall advise the Third Party Purchaser in writing of the existence of this Consent Decree prior to such sale or transfer, and shall send a copy of such written notif ication to EPA pursuant to Section XX (Notices) at least sixty (60) days bef o re such proposed sale or transfer.

60179. No sale or transfer of an Ownership Interest shall take place before the Third Party Purchaser and EPA have executed, and the Court has approved, a m odification pursuant to Section XXIV (Modification) of this Consent D ecree m a king the Third Party Purchaser a party defendant to this Consent Decree and jointly and severally liable with W i sconsin Electric for all the requirem e nts of this Decree that m ay be app licable to the transferred or purchased Ownership Interests, including joint and several liability with W i sconsin Electric f o r all requirem e nts specif i c to the Existing Unit, as well as all requirem e nts in this Consent Decree that are not specific to these Existing Units, except as provided in Paragraph 181. 180. This Consent Decree shall not be construed to im pede the transfer of any Ownership Interests between W i sconsin Electric and any Third Party Purchaser as long the requirem e nts of this Consent Decree are m e t. This Consent Decree shall not be construed to prohibit a contractual allocation – as between W i sconsin Electric and any Third Party Purchaser of Ownership Interests – of the burdens of co m p liance with this Decree, provided that both W i sconsin Electric and such Third Party Purchaser shall rem a in jointly and severally liable to EPA for the obligations of the Decree applicab le to the transferred or purchased Ownership Interests, except as provided in Paragraph 181. 181. If EPA agrees, EPA, W i sconsin Electric, and the Third Party Purchaser that has becom e a party defendant to this Consent Decree pursuant to Paragraph 179, m ay execute a
m odification that relieves W i sconsin Electric of its liability under this Consent Decree for, and
m a kes the Third Party Purchaser liable f o r, all obligations and liabilities applicable to the purchased or transferred Ownership Interests. Notwithstanding the foregoing, however, W i sconsin Electric m ay not assign, and m ay not be released from , any obligation under this

61Consent Decree that is not specific to the purchas ed or transferred Ownership Interests, including the obligations set forth in Sections IX (Environm ental Projects) and X (Civil Penalty). W i sconsin Electric m ay propose and the EPA m ay agree to restrict the scope of joint and several liability of any purchaser or transf eree f o r any obligations of this Consent Decree that are not specific to the Unit, to the extent such obligations m ay be adequately separated in an enforceable
m anner. XXII. EFFECTIVE DATE 182. The effective date of this Consent Decree shall be the date upon which this Consent Decree is entered by the Court. XXIII. RETENTION OF JURISDICTION 183. Continuing Jurisdiction
. The Court shall retain jurisdiction of this case af ter entry of this Consent Decree to enforce com p liance w ith the term s and conditions of this Consent Decree and to take any action necessary or appropriate for its interpretation, construction, execution, m odification, or adjudication of disputes. During the term of this Consent Decree, either Party to this Consent Decree m ay apply to the Court for any relief necessary to construe or effectuate this Consent Decree. XXIV. MODIFICATION 184. The term s of this Consent Decree m ay be m odified only by a subsequent written agreem ent signed by both Parties. Wh ere the m odif i cation constitutes a m a terial change to any term of this Decree, it shall be effective only upon approval by the Court.

62XXV. GENERAL PROVISIONS 185. This Consent Decree is not a perm it. Co m p liance with the term s of this Consent Decree does not guarantee com p liance with all applicable federal, state, or local laws or regulations. 186. This Consent Decree does not apply to any claim ( s) of alleged crim inal liability. 187. In any subsequent adm i nistrative or judicial action initiated by the United States f o r injunctive relief or civil penalties relating to the f acilities covered by this Consent Decree, W i sconsin Electric shall not assert any defense or claim based upon principles of waiver, res judicata , collateral estoppel, issue preclusion, claim preclusion, or claim splitting, or any other defense based upon the contention that the claim s raised by the United States in the subsequent proceeding were brought, or should have been brought, in the instant case; provided, however, that nothing in this Paragraph is intended to affect the validity of Section XI (Resolution of Claim s ).

188. Except as specifically provided by this Consent Decree, nothing in this Consent Decree shall relieve W i sconsin Electric of its obligation to com p ly with all applicable f e deral, state, and local laws and regulations. Subject to the provisions in Section XI (Resolution of Claim s ) of this Consent Decree, nothing containe d in this Consent Decree shall be construed to prevent or lim it the rights of the United States to obtain penalties or injunctive relief under the Act or other federal, state, or local statutes, regulations, or perm its. 189. Every term expressly defined by this Consent Decree shall have the m eaning given to that term by this Consent Decree, and, except as otherwise provided in this Decree,

63every other term used in this Decree that is also a term under the Act or the regulations im plem enting the Act shall m ean in this Decree what such term m eans under the Act or those im plem enting regulations. 190. Nothing in this Consent Decree alters or waives any applicable law (including but not lim ited to, any def e nses, entitlem e nts, or clarif ications related to the Credible Evidence Rule (62 Fed. Reg. 8314 (Feb. 27, 1997))), concerning the use of data for any purpose under the Act, generated by the reference m e thods specified herein or otherwise. 191. Each lim it and/or other requirem e nt established by or under this Decree is a separate, independent requirem e nt. 192. Perform ance standards, em issions lim its, and other quantitative standards set by or under this Decree m u st be m e t to the num ber of significant digits in which the standard or lim it is expressed. Thus, for exam ple, an Em ission Rate of 0.100 is not m e t if the actual Em ission Rate is 0.101. W i sconsin Electric shall round the fourth significant digit to the nearest third significant digit, or the third significant digit to the second significant digit, depending upon whether the lim it is expressed to two or three significant digits. Thus, for exam ple, if an actual Em ission Rate is 0.1004, that shall be reported as 0.100, and shall be in com p liance with an Em ission Rate of 0.100, and if an actual Em ission Rate is 0.1005, that shall be reported as 0.101, and shall not be in com p liance with an Em ission Rate of 0.100. W i sconsin Electric shall collect and report data to the num ber of significant digits in which the standard or lim it is expressed. As otherwise applicable and unless this Decree expressly directs otherwise, the calculation and m easurem ent procedures established under 40 C.F.R. Parts 75 and 76 apply to the m easurem ent and calculation of NO xand SO 2 under this Decree.

64193. This Consent Decree does not lim it, enlarge or affect the rights of any Party to this Consent Decree as against any third parties. 194. This Consent Decree constitutes the final, com p lete and exclusive agreem ent and understanding between the Parties with respect to the settlem e nt em bodied in this Consent Decree, and supercedes all prior agreem ents and understandings between the Parties related to the subject m a tter herein. No docum ent, representation, inducem ent, agreem ent, or understanding, or prom ise constitutes any part of this Decree or the settlem e nt it represents, nor shall they be used in construing the term s of this Consent Decree. 195. Each Party to this action shall bear its own costs and attorneys' fees. XXVI. SIGNATORIES AND SERVICE 196. Each undersigned representative of the Parties certifies that he or she is fully authorized to enter into the term s and conditi ons of this Consent Decree and to execute and legally bind the Party he or she represents to this docum ent. 197. This Consent Decree m ay be signed in counterparts, and such counterpart signature pages shall be given full force and effect. 198. Each Party hereby agrees to accept service of process by m a il with respect to all
m a tters arising under or relating to this Consent Decree and to waive the form al service requirem e nts set forth in Rule 4 of the Federal Rules of Civil Procedure and any applicable Local Rules of this Court including, but not lim ited to, service of a summ ons. XXVII. PUBLIC COMMENT 199. The Parties agree and acknowledge that final approval by the United States and entry of this Consent Decree is subject to the procedures of 28 C.F.R. § 50.7, which provides for

65notice of the lodging of this Consent Decree in the Federal Register, an opportunity for public
comm e nt, and the right of the United States to withdraw or withhold consent if the comm e nts disclose facts or considerations which indicate that the Consent Decree is inappropriate, im proper or inadequate. W i sconsin Electric shall not oppose entry of this Consent Decree by this Court or challenge any provision of this Consent Decree unless the United States has notified W i sconsin Electric, in writing, that the United States no longer supports entry of the Consent Decree. XXVIII. CONDITIONAL TERMINATION OF ENFORCEMENT UNDER DECREE 200. Term ination as to Com p leted Tasks. As soon as W i sconsin Electric com p letes a construction project or any other requirem e nt of this Consent Decree that is not ongoing or recurring, W i sconsin Electric m ay seek term ination of the provision or provisions of this Consent Decree that im posed the requirem e nt. 201. Conditional Term ination of Enforcem ent Through the Consent Decree. Once W i sconsin Electric: (A) believes that it has successfully com p leted and comm e nces successful operation of all pollution controls required by this Decree; (B) has obtained f i nal Title V perm its (a) as required by the term s of this Consent Decree; (b) that cover all Units in this Consent Decree; and (c) that include as enforceable perm it term s all of the Unit perform ance and other requirem e nts required by Section XVIII (Perm its); and (C) certifies that the date is later than Decem ber 31, 2015;

66then W i sconsin Electric m ay so certify these fact s to the EPA and this Court. If EPA does not object in writing with specific reasons within fo rty-five (45) days of receipt of W i sconsin Electric’s certification, then, for any violations th at occur after the filing of notice, the United States shall pursue enforcem ent of the requirem e nts contained in the Title V perm it through the applicable Title V perm it and not through this Consent Decree. 202. Resort to Enforcem ent under this Consent Decree. Notwithstanding Paragraph 201, if enforcem ent of a provision in this Decree cannot be pursued by a party under the applicable Title V perm it, or if a Decree requirem e nt was intended to be part of a Title V Perm it and did not becom e or rem a in part of such perm it, then such requirem e nt m ay be enforced under the term s of this Decree at any tim e. XXIX. FINAL JUDGMENT 203. Upon approval and entry of this Consent Decree by the Court, this Consent Decree shall constitute a final judgm ent between the United States and W i sconsin Electric.
SO ORDERED, THIS _____ DAY OF ________________, 2003.

_________________________________________ UNITED STATES DISTRICT COURT JUDGE

67FOR THE UNITED STATES OF AMERICA:

THOMAS L. SANSONETTI Assistant Attorney General Environm ental and Natural Resources Division United States Departm e nt of Justice

NICOLE VEILLEUX ARNOLD ROSENTHAL Trial Attorneys Environm ental Enforcem ent Section Environm ental and Natural Resources Division United States Departm e nt of Justice_________________________ STEVEN M. BISKUPIC United States Attorney Eastern District of W i sconsin United States Departm e nt of Justice____________________ JOHN PETER SUAREZ Assistant Adm i nistrator Office of Enforcem ent and Com p liance Assurance United States Environm ental Protection Agency

____________________ BRUCE C. BUCKHEIT Director, Air Enforcem ent Division Office of Enforcem ent and Com p liance Assurance United States Environm ental Protection Agency

____________________ EDWA RD MESSINA Attorney Advisor Air Enforcem ent Division Office of Enforcem ent and Com p liance Assurance United States Environm ental Protection Agency____________________ THOMAS SKINNER Regional Adm i nistrator Region 5 United States Environm ental Protection AgencyFOR WISCONSIN ELECTRIC:

____________________ RICHARD R. GRIGG President and Chief Operating Officer W i sconsin Electric Power Com p any