UNITED S TATES DISTRICT C O URT EASTE R N DISTRICT OF VIR G INIA

_________________________ ___ _ ) UNITED S TATES OF AMERI CA, ) STATE OF NEW YORK, ) STATE OF NEW JERSE Y, ) STAT E O F CO NNEC T I CUT , ) COM MON W EALTH OF VIRGINIA) STATE O F W E ST VI R GIN IA ) Plaintiffs,

v. VIRGINIA ELECTRIC AND POWER COMPANY, Defendant. ) ) ) ) ) ) ) ) ) CIVIL ACTION NO.

______________________________) CONSENT DECREE WHEREAS Plaintiff, the United States of Am er ica (“the United Sta tes”), on behalf of the United States Environm ental Protection Agency (“EPA”), has f iled a Complaint alleging that Defendant, Virginia Electric and Power Com p a ny (“VEPCO”), comm e nced construction of

m ajor m odifications of m ajor em itting f acilities in violation of the Preve n tion of Sig n if icant Det erioration (“PSD”) requirem e nt s at Part C of the Clean Air Act (“Act”), 42 U.S.C. §§ 7470- 7492; WHE R EAS on April 24, 2000, EPA issued a Notice of Violation (“NOV”) to VEPCO with respe ct to certain a lleged violations of PSD; WHE R EAS Plaintiff, the Stat e of New York, f iled a com p laint again st V E PCO on July
120, 2000, alleging violations of the Act at VEPC O’s Mount Storm Power Station located in
northeas te rnW est Virginia; WHE R EAS Plaintiff, the Stat e of Connecticut, has issued VE PCO a not ice of intent to sue, alleging violations of the Ac t an d also has filed a com p laint alleging violations of the Act at certain VEPCO electric generating un its; WHEREAS Plaintiff, the State of New Jersey, has issued to VEPCO a notice of inte nt to
sue , alleging violations of the Act an d also f iled a com p laint alleg i ng vio l at ions of the Act at certain VEPCO electric generating un its; WHEREAS Plaintiff the Commonw ealth of Virginia is f i ling a Motion f o r

Leave to Intervene and Com plaint in Intervention alleging that VEPCO m a y have violated Virginia’s air pollution regulations found at 9 VAC 50-80-1700, et seq. , “P erm its f o r Major Station ary Sources and Major Modifications Locating in Prevention of Significant Dete riorati on Areas,” at one or
mo re of its coal-fired generating units located in Virginia and that such viol ations m a y recur or other sim ilar violations m a y occur in the future;; W H EREAS the Parties c onsent to interv ention by the Commonwealth of Virginia; WHEREAS Plaintiff the Commonwe a lth of Virginia has a s i g n if icant inte rest in th is litigation by reason of its aforesaid C o m p laint as well as by reason of: (1) the fact th at a significant portion of the relief provided by this Decree will involve fac ilities located within Virginia and regulated by the Commonwealth and no other S t ate, and (2) the f act th at such relief will directly im pact the is suance to th e affected faci lities of perm its under the Comm onwealth’s program approved pursuant to Title V of the Clean Air Act;

2WHEREAS, Section 10.1-1186.4 of the Code of Virginia specifically authorizes the Attorney Ge neral of Vir g inia to seek to interv ene in pending f e deral e nforcem ent actions such as this one brought by the United States th rough the Environmental P r otection Ag ency. WHEREAS Plaintiff the State of W e st Virgin iais filing a Motion f or Leave to Intervene and Com p laint in Inte rv ention a lleg i ng that VE PCO m a y have violated West Virginia’s air pollution regulations found at 45CAR14, “Perm i ts for Construction and Major Modification of Major Stationary Sources of Air Pollution for the Prevention of Si gnificant Deterioration,” at one
or m ore of its coal-fired genera ting un its lo cated in W est Virginia and that such violations m a y
recur o r othe r sim ilar vio l ati ons m ay occur in the f u ture; W H EREAS the Parties c onsent to intervention bythe Stat e of W est Virgin ia; WHEREAS Plaintiff the State of W e s tVirginia has a significant interes tin this litigatio n by reason of its aforesaid Com plaint as well as by reason of: (1) the fact that a s ignificant portion of

the relief provided by this Decr ee will invo lv e f acilities loc ated with in W est Virgin ia and reg ulated by the State of West Virginia and no othe r State, an d (2) the fact that such relief will directly im pact the issu ance to the affected facilities of pe rm its under the West Virginia program approved pursuant to Title V of the Clean Air Act; WHEREAS, Section 22-1-6 (d)(3) of the W e st Virginia Code speci fically authorizes the Secretary of the W e st Virginia De partm ent of Environm en ta l Protec tion to enforce th e statutes o r rules which the Department is charged with enforcing. WHEREAS VEPCO, a large electric util ity, responded in a c onstructive way to Plaintiffs’ notices of intent to sue and the NOV and expended significant tim e and effo rt to develop and agree to the term s of settle m ent em bodied in this Decree;
3W H EREAS VEPCO asserts that installati on and operation of the pollution controls required b y this Decree will result in em ission reductions b e y ond currentregulatory requirem ents; WHEREAS the steam electric generating units at VEPCO’s Mount Storm Power Station qualified for alternative em ission lim itations under 40 CFR Section 76.10 because V E PCO dem onstrated under the applicable standard that they were not capable of m eeting the em issions lim itations otherwise applicable under the Clean Air Act’s A c id Rain Nitrogen Oxides Em ission Reduction P r ogram ; WHEREAS Plaintiffs and VE PCO disagree fundam e ntally over the nature and scope of modifications that m a y be m a de to steam electric generating un its witho u t im plicating the New Source Review requirements (including PSD) under the Act and its regulations; WHEREAS nothing in this Decree resolves or is intended to resolve th ose disagreem e nts; WHEREAS VEPCO has advised the Un ited Stat e s and the Pla i ntif f States that VEPCO has ente red into this Con sent Decr ee in re lianc e o nthe expec t ation that E P A w ill continue to enforce the modification provisions of the Act’ s New Source Review program in substantially the sam e m a nner as se t f o rth in the c o m p laints f i led here in; WHEREAS VEPCO has been advised that the Un ited States reta ins a ll of its discr etio n concerning whether and how to enforce the Clean Air Act against any person, nothing in this Consent Decree is inten d ed to pred ict or im pos e enforcem ent activities o nEPA or the United States, and that the obligations of VEPCO under this Consent Decree are not conditional on subsequent enforcem ent activit ies of the Federal governm ent;

4WHEREAS the Plaintiffs alle ge that their Com pl a ints st ate claim s upon which the relief can be gran ted against VEPCO underSections 113, 167, or 304 of the Act, 42 U.S.C. §§ 7413, 747 7, or 7604; WHEREAS VE PCO has not answered any of th e Com p laints in ligh tof th e settlem ent
m e morializ e d in this De c r ee; WHEREAS VEPCO has denied and continues to deny the violations alleged in the N OV and the Complaints; m aintains that it has been an d rem a ins in com p liance with the Act and is not liab l e f o r civ il pena lties o r injun ctiv e relief ; and states that it is agre eing to the obligations im p osed by this Decr ee solely to avo i d the co st s and uncertainties of litig ation and to im prove the environm ent; W H EREAS VEPCO intends to com p ly with any applic able F e dera l or Stat e Im plem entation Plans th at resu lt f r o mthe NO x SIP Call (63 Fed. Reg. 57 356 (1998)) separate and apart from the obligations im posed by this De cree, and su ch Federa l o r State Im plem entation Plans that may ultim a tely result from the NO x SIP Call are not intended to be enforceable under this Decree, and instead are enforceable in accordance with their own term s and the laws pertaining to them ; W H EREAS the Pla i ntif f

s and V EPCO agree that settlem e nt of these actio ns is fair , reasonable, and in the bestinte r est of the Parties and th e public, and that en try of this Consent Decree without further liti gation is the most appropriate m eans of resolving this m atter; WHEREAS the Plaintiffs and VEPCO have consented to entry of this Decree without the trial or o ther litigation of any allegation in the co mplaints ; NOW THEREFORE, without any adm i ssion of fact or law, and without any adm i ssion of
5the violations alleged in the Co m plaints or NOV, it is hereby ORDE RED, ADJUDGE D, AND DECREED as f o llows:

I. JURISDICTION AND VENUE 1. Solely for purposes of entry and enf orcem en t of this Decr ee, the partie s a g ree th at th is Court has jurisdiction over the subject m a tter herein and over the Parties consen ting hereto pursuant to 28 U.S.C. §§ 1331, 1345, 1355, and 1367 and pursuant to Section s 113 and 167 of the Act, 42 U.S.C. §§ 7413 and 7477, and also pursuant to 42 U.S.C. §76 04(a). 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). VEPCO consents to and shall no t cha llenge entry of this Consent Decr ee or this Court’s jurisd ic tion to enter and enf o rce this Consent D ecree. Except as expressly provided for herein, this Consen t Decree shall not cre ate any rights i n any party othe r th an the Plaintiffs and VEPCO. VEPCO consents to entry of this Decree without further notice.

II. APPLICABILITY 2. Scope . The provisions of this Consen t Decr ee shall apply to and be binding upon –
c on sistent w ith Sec tion XXVIII (“Sale or T r ans fer s of Ownership In teres t s”) – th e Plaintiffs and VEPCO, including VEPCO’s officers, em ployees, and ag ents solely in th eir c apacitie s as such. Unless otherwise specified, each req u irem ent on VEPCO under th is Consent Decree s h all becom e effective thirty d ays after en try of this Decree. 3. Notice to th ose Perf orming Decree-Mandated Work

. VEPCO shall provide a copy of this
6Decree to all vendors, suppliers , consultants, or contractors perform i ng any of the work described in Sections IV through IX. Notw ithstanding any retention of contrac tors, subcontractors or agents to perform any work required under this Consent De cree, VEPCO shall be responsib le for ensuring that all w ork is pe rform e d in accordance with the re qu irem ents of this Consen t Decree. In any action to enforce th is Consent Decree, VEP C O shall not assert as a defense the failure of its em ployees, servants, agen ts, or contractors to take actions necessary to
com ply with this Decree, unless VEPCO establishes that such failure is delayed or excused under Section XXVI (“Force Majeure”)

.

III. DEFINITIONS 4. Every term expressly defined by this Sec tion shall have the mean ing given that term herein. Every other term used in this Decree th at is also a term us ed under the Act or the regulations implem enting the Act sh all m ean in th is Decree what such term s m ean under the Act or those regulations. 5. “30-Day Rolling Average Em ission Rate” for a Unit m eans and is calculated by (A) summing the total poun ds of the pollutan tin que stion em itted from the Unit during an Operatin g Day and the previous twenty-nine (2 9) Operating Days; (B) s u mm ing th e tota l heat in put to th e Unit in mmBTU during the Operating Day and duri ng the previous twenty-n ine (29) Operating Days; and (C) dividing the total number of pounds of pollutant s em itted d uring th e thirty (30 ) Operating D a ys by the total heat input during the thirty (30 ) Op erating Days, and converting the resulting value to lbs/mmBTU. A new 30-Day Rolling Average Em ission Rate shall be calcu lated f o r each new Operating D a y. In ca lcu l ating all 30-Day Rolling Average E m ission
7Rates VEPC O : A. shall include all em issions and B T Us co mm e n cing from t h e tim e the Unit i s synchronized with a utility electric distribution system through the tim e that the Un it ceases to com bust fossil f u el and the f i re is out in the boiler, except as provided by Subp aragraph B, C, or D ; B. shall use the m e thodologies and proce dures set forth in 40 C.F.R. Par t75; C. m a y exclude em issions of NOx a nd BTUs oc curring during the fifth and subsequent Cold Start Up Per i od(s) thato ccur inany 30-Day period if inclusion of such em issions would result in a violation of any applicable 30-Day Rolling Average Em issions Rate, and if V EPCO has insta lled, op erated and m a intained the SCR inquestion in accordance with m a nu facturers’ specifications and good engineering practices. A “C old Start Up Period” o ccurs whenever there has been no fire in the boiler of a Unit (no com b ustion of any foss il fuel) for a period of six hours
or m o re. The em issions to be excluded during th e fifth and subsequent C old Start Up Period(s) shall b e the less of (1) th ose NOx emissions em itted durin g th e eight hour period comm encing when the Unit is synchro n ized with a utility e l ectric distribution system an d concluding eight hours later o r (2) those em itted prior to the tim e that the flue gas has ach ieved the SC R operational tem p erature as specified by the catalyst m a nufacturer; and D. m ay exclude NOx e m issions and BTUs occurring during any period of m a lfunction (as d ef ined at 40 C.F.R. 60.2) of the SCR. 6. “30-Day Rolling Average Rem oval Effici ency” m eans the percent reduction in the S O 2 Em issions Rate achieved by a Unit’s FGD over a 30 Operating Day period, as further described by the te rm s of this Decr ee. 7. “Air Quality Control Region” m eans a geographic area designated under Section 107(c)
8of the Act, 42 U.S.C. § 7407(c). 8. “Boiler Island” m eans a Unit’s (A) f u el com bustion system (including b unker, coal pulverizers, crusher, stoker, a nd fuel burners); (B ) com bustion air system ; (C) steam generating system (firebox, boiler tubes, and walls); and (D) draft system (excluding the st ack), all as further described in “Interpretation of Reconstr uction,” by John B. Rasnic U.S. EPA ( N ove m ber 25, 1986) and attachm e nts thereto. 9. “Capita l Expenditures” m eans all ca pita l expenditures, as def i ned by G enerally Accepted Accounting Principles (GAAP), as VEPC O applied GAAP to its Boiler Island e xpenditures for the calendar years 1995-2000. Excluded from “Capita l Expenditure” is the cost of installing or upgrading pollution control devices and the cost of altering or replacing any portion of the Boiler Island if such alteration or repl acem ent is required in acco rd ance with go od engineering practices to accom p lis h the ins t allation or upg rading of a po llution control dev i ce t o m eet the requirem ents of this Decree. 10. “CEMS” or “Continuous Em ission Monito ring System ,” for obligati ons involving NO x and SO 2 under this Decree, shall m e a n “CEMS” as defined in 40 C.F.R. Section 72.2 and installed and m a intained as required by 40 C.F.R. Part 75. 11. “Clean Air Act” or “Act” m eans the Clean Air Act, 42 U.S.C. §§ 7401-7671q, and its im ple m enting reg ulations. 12. “Com pleted,” when used in connection with Sections XI thro ugh XVII (Resolution of Certain Civil Claim s) and with respect to a ch ange or m odification, m eans the tim e when the Unit subject to the change or m odification has been returned to service an d is capab le of generating electricity.
913. “Connecticut” m eans the State of Connecticut. 14. “Consent Decree” or “D ecree” m eans this Consent Decree and its Appe ndices A through C, which are incorporated by reference ( Append ix A -- “Coal-Fired Steam - Ele ctric Generating Units Constituting the V E PCO Syste m ”; Append ix B -- “Consent Decree Reporting F orm ”; and Appendix C -- “Mitigation Projec ts th at Shall be Com p lete d Under this VEPCO Consent Decree”). 15. “Defendant” m eans Virginia El ectric and Power Com pany or VEPCO. 16. “Em i ssion Rate” m eans the num ber of pounds of poll utant em itted per m illion BTU of heat input (“lb/mmBTU” ) , m easured as required by this Consent Decree. 17. “EPA” m eans the United States Environm ental Protection A g ency. 18. “ESP” m eans electrostatic precipitator, a pollution control device for the reduction of PM. 19. “FGD” m e a ns a pollution c ontrol device that em ploys flue gas desul furization technology to rem ove SO 2 from flue gas. 20. “Im proved Unit” m eans, in the case of NOx, a VEPCO Syste mUnit scheduled under this Decree to be equipped with SCR and, in the case of SO2, m eans a VEPCO System Unit scheduled under th is Decree to be eq uipped with an FGD, or Possum Point Un its 3 and 4 becaus e of th eir conversion to natural ga s, as listed in Appendix A of this Decree and any am endm ent thereto. A Unit m a y be an Im proved Unit for one pollutant without bein g an Im proved Unit for the other. 21. “KW ” m eans a kilowatt, which is one thousand Watts or one thousandth of a m e gawatt (MW )

. 1022. “lb/mm BTU” m eans the num b er of pounds of pollutantem itted per m illio n British Therm a l Units of heat input. 23. “MW ” m ea n s m egawatt or one m illion W atts. 24. “National Ambient Air Quality Stan dards” m eans nation a l air quality s t andards prom ulgated pursuant to Section 109 of the Act, 42 U.S.C. § 7409. 25. “New York” m eans the S t ate of New York. 26. “New Jersey” m eans the State of New Jersey. 27. “NOV” m e a ns the Notice of Violation issued by EPA to VEPCO, dated April 24, 2000. 28. “NO x ” m eans oxides of nitrogen, as further described by the term s of this Decree. 29. “NSR” m e a ns New Source Review and refers generally to the Prevention of Significant Deterioration and Non-Attainm e nt provisions of Parts C and D of Subc hapter I of the Act. 30. “Operating Day” for a coal-fired Unit m eans any calendar day on which such a Unit burns fo ssil fuel. 31. “Other Unit” m eans any Unit of the VE PCO System that is not an Impro ved Unit for the pollutant in question. A Unit m a y be an Im prove d Unit for NOx and an Other Unit for SO2 and vice versa. 32. “Ozone Season” m eans the five-m onth pe riod from May 1 through Se ptem ber 30 of any year after 2004. Fo r the year 2004, “Ozone Season” m eans the period from May 31, 2004, through Septem ber 30, 2004. 33. “Paragraph” m eans a provision of th is Decree preceded by an Arabic number. 34. “Parties” m eans VEPCO, the United Stat es, Virginia, W e st Virginia, New York, New Jersey, and Connecticut.
1135. “Plaintiffs” m eans the United States, New York, New Jersey, Connecticut, Virginia, and W e st Virgin ia. 36. “PM” m eans total particul ate m a tter as further described by the term s of this Decree. 37. “PM CEM” or “PM Continuous Em ission Monitor” m eans equipm ent that sam p les, analyses, m easures, and provides P M em issions data -- by readings taken at frequent intervals -- and m a kes an electronic or paper reco rd of the PM em issions m easured. 38. “Pollution Control Upgrade Analysis” m eans the technical study, ana lysis, review, and selection of control technology recommendations (including an em ission rate o r rem oval efficiency) perform e d in connection with an appl ication f o r a f ederal PSD perm it, takin g into account the characteristics of the existing facility. Except as othe rwise provided in this Consent Decree, such study, analysis, review, and selectio n of recommendations shall be carried out in accordan ce with applicable federa l and state regu lations and g u idance des c ri b i ng the p r ocess and analysis for determ ining Best Av ailable Control Technol ogy (BACT), as that term is defined in 40 C.F.R. §52.21(b)(12 ) , includ ing, without lim itation, the D ecem ber 1, 198 7 EPA Mem o randum from J. Craig Potter, A ssistant Ad m i nistrator f o r Air and R adiation, regarding Im proving New Source Review (NSR) Im ple m entation. Nothing in this Decree shall be construed either to: (A) alter the force and effect of statem ents known as o r characterized as “guidance” or (B) perm it the process or result of a “Pollution Control Upg rade Analysis” to be considered BACT for any purpose under the A c t. 39. “ppm ” m eans parts p er m illion by dry volum e, corrected to 1 5 percent O 2 . 40. “Project Dollars” m eans VEPCO’s prope rly docum ented internal and external costs incurr ed in c arrying out the dollar- lim ited pr ojec ts identif ied in Section XXI (“Mitigat ion
12Projects”) and Appendix C, as determ ined inaccordance with Generally Accepted A ccounting Princip l es (GAAP) (subject to re view by the Plaintiffs), and pr ovided that such costs com ply with the Project Dollars and othe r requirem e nts for such expenditures and paym ents set forth in Section XXI (“Mitigatio n Pr ojects”) and Appendix C. 41. “PSD” m e a ns Prevention of Significant De terioration, as that term is understood under Part C of Subchapter I of the Clean A i r Ac t, 42 U.S.C. §§ 7470 - 7492 and 40 C.F.R. Part 52. 42. “PSD Increm ent” m eans the m axi mum allo wable increase in a pollutant’s concentration over the baseline concentration w ithin the m eaning of Section 163 of the Ac t, 42 U.S.C. § 7473 and 40 C .F.R. § 51.16 6(c). 43. “SCR” m e a ns a pollution c ontrol device that em ploys sel ective catalytic reduction to
rem ove NO x from flue gas. 44. “Seasonal S y stem
- W ide Em ission Rate” for a pollutant m eans the total p ounds of the pollutant em itted by the VEPCO Sys t em during the period from May 1 thr ough Septem ber 30 of each calend ar year, divided by the total heat inp u t (in mm BTU) to the VEPCO System during the period from May 1 through Septem ber 30 of the sam e calendar year. VEPCO shall calculate the Seasonal System

- W ide Em ission Rates from hourl y CEMS data collected and analyzed in
com pliance with the 40 C.F.R. Part 75. 45. “Section” means paragraphs of this Decr ee collected under a capital ized heading that is preceded by a Rom an Num eral. 46. “SO 2 " m eans sulfur dioxide, as described furthe r by the te rm s of this Decree. 47. “SO 2 Allowance” m eans the sam e as the definitio n of “allowance” found at 42 U.S.C. Section 7651a(3): “an authorizati on, allocated to an affected un it, by the Adm i nistrator [of EPA]
13under [Subchapter IV of the Act] to em it, during or after a specified cale ndar year, one ton of sulfur dioxide.” 48. “Subparagraph” m eans any subdivision of a Paragraph identified by any num ber or letter. 49. “System

- W i de Annual Em ission Rate” for a pol lutant shall m ean the to tal pounds of the pollutant em itted by the VEPCO Sys t em during a cal endar year, divided by the to tal h eat input (in mmBTU) to the VEPCO Syste m during the sam e calendar year. VEPCO shall calculate and analyze the System

- W ide Annual Em ission Rates fr om hour ly CEM data colle cted in com pliance with 40 C.F.R. Part 75. 50. “Title V Perm it” m eans each perm it required und er Subchapter V of the Clean Air Act, 42 U.S.C. § 7661, et seq . , for each electric generating p l ant th at includes one or m o re Units that are part of the VEPCO System

. 51. “VEPCO System ” m eans all the Units listed here and desc ribed further in Appendix A: Brem o Power Station U nits 3 and 4 (in Fluvanna County, Virginia); Chesapea ke Energy Center Units 1, 2, 3, and 4 (near Chesapeake, Virginia); Chesterf ie ld Power St ation U nits 3, 4, 5, and 6 (in Chesterfield County, Virginia); C l over Po wer Station Units 1 and 2 (in Halifax County, Virginia); Mount Storm Power St ation Units 1, 2, and 3 (in northeas tern W e st Virginia); North Branch Power Station U nits 1A and 1B (in north easte rn W est Virgin ia) ; Possum Point Power St a tion Units 3 and 4 (in Northern Virginia, abo ut twenty-five m iles south of W a shington, D.C.); and Yorktown Power Station Units 1 and 2 (in Yorktown, Virginia). 52. “Virginia” m eans the Co mm onwealth of Virginia. 53. “ W att” m eans a unit of power equal to one joule per second. 54. “ W est Virginia” m eans the State of West Virginia.
1455. “Unit” m eans a generator, the steam turbin e that drives the generator, the boiler that produces th e steam for the steam turb ine, the e quipm ent neces sary to operate th e generator, turbin e and boile r, and a ll anc i ll ary equipm ent, including polluti on control equipm ent or system s necessary for the produ ction of electricity.

IV. NO x E M ISSION R EDUC TI ONS AND CONTROLS 56. Unit-Specific SCR Installati ons and Perform a nce Requirem e nts
. VEP CO shall ins t a ll an SCR on each Unit lis ted below, no later than th e date specified below an d, com mencing on that date and con tinuing there a fter, operate each SCR to m eet a 30-Day Rollin g Average E m ission Rate for NO x of 0.100 lb/mmBTU for each listed Unit, excep t that VEPCO shall m e et a 30-Day Rolling Average Em issions Rate of 0.110 lb/mmBTU for Mount Storm Units 1, 2 and 3:

15Units on Which VEPCO Shall Inst all a n SCR ich VEPCO Must: tion of Fully R, and (B) Start eration that Meets 3 0-Day Rolling Average NO x Emission Rate Latest Date by w h (A) Comple te Insta lla O perational SC Op Mount Storm U nit 1 uary 1, 2008 Jan Mount Storm Unit 2 January 1, 2008 Mount Storm Unit 3 January 1, 2008 Chesterfield Unit 4 January 1, 2013 Chesterfield Unit 5 January 1, 2012 Chesterfield Unit 6 January 1, 2011 Chesapeake Energy Center Unit 3 January 1, 2013 Chesapeake Energy Center Unit 4 January 1, 2013

57. VEPCO also shall use best efforts to operate each SCR required under this Decree whenever VEPCO operates th e Unit served by th e SCR, in accordance with m a nufacturers ’ specifications, good engineering practices, and VE PCO’s operational and m a in tenance needs. 58. Year-Round Operation of SCRs . Be ginning on January 1, 2008, and continuing thereafter, in accordan ce with the SC R installati o nschedule p r ovided for in Paragraph 56 (Unit specific SC R Installatio nand Perform a nce Requir em ents), every VEPCO System Unit served b y an SCR required pursuant to Paragraph 56 shall operate year-round and achieve and m a intain a NO x 30-Day Rolling Average Em ission Rate of no m ore than 0.100 lb/mmBTU, except that 16Mount Storm Units 1, 2 and 3 shall achieve a NOx 30-Day Rolling Average Em ission Rate of no

m o re than 0.110 lb/mmBTU. 59. VEPCO Sys t em : Interim Control of NO x Em issi o ns: 2004 through 2007
. Comm enci ng in 2004 and ending on Decem ber 31, 2007, VEPCO shall co ntrol NO x em issi ons under the provisions of either Subparagraph (A) or (B) of this Paragraph. VEPCO m a y elect to com ply with either S ubparagraph in any calendar year an d m a y change its election from year to year. VEPCO shall notify the Parties in writing on o r b e fore January 1 of each calend ar year of whether it elects to com p ly with Subparagraph (A ) or Subparagraph (B) for tha t year. If VEPCO fails to provide such notice by January 1 of any y ear, th e las telecte d opti on for the prior calendar year shall be deem ed to apply, and, if none, Subpa ragraph (B) shall be deem ed to apply for such year. The requirem e nts of this Paragraph shall term inate on Decem ber 31, 2007: (A) During the f o llowing thr ee tim e peri ods, VEPCO shall control em issions of NO x by operating SCRs on VEPCO Syste mUnits of at lea st th e mega-wat tage capacitie s specified an d sha ll achieve a 30-DayRolli ng Average Em ission Rate for NOx of no gr eate r th an 0.100 lb/mmBTU at each such Un it, except th at Moun t Storm Units 1, 2 an d 3 shall a chieve a NOx 30-Day Rollin g Average E m ission Rate of no m ore than 0.110 lb/mmBTU, as f ollows: ( i) May 31, 2004, through April 30, 2005: Operate SCR o n combined capacity of at least 375 M W on any com bination of VEPCO System Units, but at least one Unit so controlled sh all be at the Ches terfield Station. (ii) May 1, 2005, through April 30, 2006 : Operate SCR on com bined capacity of at least 875 M W on any com bination of VEPCO Syste m Units, but at 17least one-half of the 875 M W so controll ed shall be from a Unit or Units at the Chesterfield and/or Mt. Storm Stations. ( iii) May 1, 2006, through Decem ber 31, 2007: Operate SC R on com bined capacity of at least 1,450 M W on any com bination of VEPCO System Units, but at least one-half of the 1,450 M W so controlled shall be from a Unit or Units at th e Ches terf ie ld and/or Mt. Storm Stations; or (B) During the Ozone Seasons of the years 2004 through 2007, actual N O x em issions from the VEPCO System shall not exceed a Seasonal Sy stem W i de Em i ssion Rate greater than 0.150 lb/mmBTU. VE PCO’s com p liance with this lim it shall be achieved, in part, by operating an SC R at the Mt. Storm and Chesterfield S t ations. 60. VEPCO Sys t em NO x Lim its 2003 and thereafter: D eclining, System

- W ide Tonnage Caps
. Actual, total em issions of NO x from the VEPCO System in each calendar year, beginn ing in 2003 and continuing thereafter, shall not exceed the num be r of tons specified below :

18Calendar Year rmissible NO x Emissions (in Tons) from VEPCO System Total Pe

2003 2004 95,000 2005 90,000 2006 83,000 2007 81,000 2008 63,000 2009 63,000 2010 63,000 2011 54,000 2012 50,0 00 2013 and each 30,250 year th ereafter 104,000

61. VEPCO Sys t em - W ide, Annual Average NO x Em ission Rate

. Comm encing January 1, 2013, and continuing thereafter, actual NO x em i ssions from the VEPCO System shall not exceed
a Sy stem
- W ide Annual Average Em ission Rate of 0.150 lb/mmBTU

. 62. NOx Measurem ent and Calculation Procedures and Methods

. In d etermining em ission rates for NO x , VEPCO s hall use those appl icable monitoring or refere nce m e thods specified in 40 C.F.R. Part 75. 63. Evaluation of NOx Em is sion Lim itations Based Upon Perform a nce Testing

. At any tim e after Septem ber 30, 2004, VEPCO may subm it to the Plaintiffs a proposed revision to the applicable 3 0 -Day Rolling Average Em issions Rate for NOx on any VEPCO Syste m Unit 19equipped with SCR and subject to a 30-Day Roll ing Average Em ission Rate. To m a ke a successful petition, VEPCO m ust de monstrate that it cannot cons istently ac hieve the Decreem a ndated NOx e m issions rate for the Unit in que stion, considering all relevant i nformation, including but not lim ited to the past perform a nce of the SCR, reasonab l e m ea sures to achieve the designed level of perform a nce of the SCR in que stion, the perform a nce of other NOx controls installed at the unit, and the operational histor y o f the Unit. VEPCO shall in clude in such proposal an alternative 30-Day Rolling Average Em issions Rate. VEPCO also shall retain a qualified contractor to assist in the perform a nce and com pletion of the pe tition f o r an alte rnate 30-Day Rolling Average Em issions Rate for NO x. VEPCO shall d eliv er with each s ubm ission all pertinent docum ents and data that support or w e re considered in preparing such subm ission. If the Plaintiffs disapprove the revised em ission rate, such disagreem ent is subject to S ection XXVII (“Dispute Resolution”). VEPCO shall ma ke any subm ission for any Unit under this Paragraph n o late r than f i f

t een m onths af ter th e c o m p liance d a te spe cif ied f

o r that unit in Par agraph 5 6 (“Unit-Sp ecific SCR Installa tions and Performance Require m e nts”).

V. SO 2 EM ISSION RE DUCTIONS AND CONTROLS 64. Installation and Construction of, and Im prove m e nts to, plus Re m oval E fficiencies Required on, FGDs Serving: Clover Units 1 and 2, Mount Storm Units 1, 2, and 3, and Chesterf ie ld Units 5 and 6

. VEPCO shall constru c t or im prov e -- as applicable -- FGDs for each Unit lis ted b elow, to m e et or ex ceed the Rem oval Efficiencies for SO 2 specified below , in accordan ce with the s c h e dules set o u t below. VE PCO shall operate eachFGD so that each Unit shall contin uously m eet or exceed th e SO 2 rem o val efficiencyspecified fo r it, as a 30-Day
20Rolling Average Rem oval Efficiency, during th e tim e periods described (Phases I and II):

Plant Name an Unit Number d ratio se I a Efficiency re Du Pha Remov n of l Requi ment Minim a Average Remo Efficiency (%) Phase 30-D I um y Rolling val Dur Pha

em Efficiency q R Re ation of se II oval uirement Phase II Minimum 30-Day Rolling Average Removal Efficiency (%) Clover Unit 1 -Day Rolling ge / 2003 hereafter Meet 30 Avera 09/01 and t by 95.0 Sa m e as Phase I Sa m e as Phase I

Clover Unit 2 0-Day g age by / 2003 hereafter Meet 3 Rollin Aver 09/01 and t 95.0 Sa m e as Phase I Sa m e as Phase I

Mt. Storm Unit 1 eet 30-Day g verage by / 2003 hrough /31/04 M Rollin A 09/01 and t 12 93.0 Jan. 1, 2005, after and there 95.0

Mt. Storm U nit 2 0 olling age by / 2003 d through 12/31/04 Meet 3 R Aver 09/01 an -Day 93.0 . 05, and thereafter Jan 1, 20 95.0

Mt. Storm Unit 3 Meet 30-Day Rolling Average by 09/01/ 2003 and through 12/31/04 93.0 Jan. 1, 2005, and thereafter 95.0

21Chesterf ie ld Un it 5 , 2012, and thereafter Oct. 12 95.0 Sa m e as Phase I Sa m e a Phase I

Chesterf ie ld Unit 6 Jan. 1, 2010, and thereafter 95.0 Sa m e as Phase I Sa m e as Phase I

65. Chesterfield FGD Const r uction

. This Decree does not re quire VEPCO to begin: (A) physical construction on or be gin significant equipm ent procurem ent f or the FGD for Ch e sterfield Unit 6 prior to July 1, 2008, or (B) physical co nstruction on or si gnificant equipm ent procurem ent for the FGD for C h esterfield Unit 5 before January 1, 2010. 66. Option of Com p liance with an Em i ssion Rate after an FGD De m onstrates SO 2 30-Day Rolling Average Rem oval Efficiency of at least 95.0%

. Once a Unit ( a n d its FGD) listed in Paragraph 64 dem onstrates at least 9 5 percen t removal efficiency for SO 2 for at least 180 consecutive days of operation without FGD bypass as specified in Paragraph 67 (om itting days
on which the Unit did not com bust fossil fuel) on a 30-Day Rolling Average basis, then VEPCO -- at its option and with written, prio r notice to th e Plaintif f

s -- sh all m eet the f o llowin g em ission rate for SO 2 r ather than the 30-Day R o lling Average Rem oval E fficiency specified in P a ragraph 64: Eligible to Make 180-Day

Demonstration Plant and Unit Maximum SO 2 30-DayRolling Average Emission Rate VEPCO shall m eet in Lieu of 95.0% , 30- Day Rolling Avera g e Removal Efficienc y Clover Unit 1 0.130 Clover Unit 2 0.130 Chesterfield Unit 5 0.130 Chesterfield Unit 6 0.130 22nit 1 Mount Storm U 0.150 Mount Storm U nit 2 0.150 Mount Storm U nit 3 0.150
67. Interim Mitigation of Mount Storm SO 2 Em issions Wh ile FGDs are Im proved

. Notwithstanding the requirem ent to m eet a specific percent rem ova l or em ission rate at Mount Storm Units 1, 2, or 3, in lim ited circum stan ces, VEPCO may operate such Un its without

m eeting required Rem o val Efficiencies or Em i ssion Rates in the case of FGD scrubber outages or downtim e of the FGD scrubber serving each su ch Unit, if such operatio n co m p lies with the following requirem e nts. For this Paragraph, F GD outage or downtim e “ day” shall consist of a 24-hour blo c k period co mmencing in the hour th e FGD ceases to operate, and continu i ng in
success i ve 2 4 -hour perio d s until the hour the FGD is placed back into op eratio n. Any period of less than 24 hours of FGD downti m e shall count as a full “day”. For the FGD s erving Unit 3, because it h a s two separately op erating absorber vessels, outag e or downtim e may be m easured in “1/2 day ” (12-hour) in crem ents – one for each absorber – b u t otherwise on the sam e basis as a “day” is counted for outage or downtim e on the FGDs serving Units 1 and 2. (A) In any calendar year from 2003 thr ough 2004 for Mount Storm Unit 3, and in any
ca lend ar year from 2003 through 2004 for Mount Storm Units 1 an d 2, VEPCO m ay op erate Mount Storm Units 1, 2, or 3 in th e case of outage or downtim e of t he FGD serving such Unit, if all of the following condi tions are satisfied: (i) VEPCO does not operate Mount Storm Units 1, 2, or 3 during FGD outages or downtim e on more than thirty ( 30) “days”, or any part thereof, in any calendar year; in the case of Mount St orm Unit 3, operation during an outage or 23downtim e in either of the two FGD absorb er vessels serving the Unit shall count as operation during a “1/2” day of FGD outage or downtim e; ( ii) All othe r av ailab l e VEPCO System Units on-lin e at th e Moun t Storm Station and Clover Power St ation are dispatched ahead of the Mount Storm Unit experiencing the FGD outage or downtim e; (iii) For each of the first twenty (20) “d ay s” in a calen d ar y ear, or part thereof, that a Unit operates under this Paragr aph VEPCO surrender s to EPA (using the procedure Section VI, P a ragraph 72) one SO 2 Allowance, in add ition to any surrender or possession of allowances requi red under Title IV or under any other provision of this Consen t Decree, for each ton of SO 2 actuallyem itted in e x cess of the SO 2 em issions that would have occurred if coal containing 1.90 lb/mmBTU sulfur had been burned; and (iv) For each “day”, or part th ereof, that aUnit operates under th is Paragraph beyond twenty (20) “days” in a cale ndar year, VEPCO shall surr ender to EPA (using the procedure in Sec tion VI, P aragraph 72) one SO 2 Allowance, in addition to any surrender or poss e ssion of allowan ces req u ired under Title IV or under any other prov is ion of this Cons ent D ecree, for each ton of SO 2 actua lly em itted in excess of SO 2 em issions that would have o ccurred if coal contai ning 1.70 lb/mmBTU sulf ur had been burned. (B) In any calendar year from 2005 through 2007 , VEPCO may operate Mount Storm Units 1, 2, or 3 in the case of FGD outage or downtim e, if all of the following conditions are satisfied : 24(i) VEPCO does not operate Mount Storm Units 1 or 2 during F GD outages or downtim e on m ore than thirty (30) “day s”, or any part thereof , in any calendar year; and in the case of Mount Storm Unit 3, operation duri ng an outage or downtim e in either one of the two FGD absorber vessels serv ing the Unit shall count as operation during “1/2” day of FGD outage or downtim e; (ii) All othe r av ailab l e VEPCO System Units on-lin e at th e Moun t Storm Station and Clover Power St ation are dispatched ahead of the Mount Storm Unit
e xperiencing the FGD outage or downtim e; (iii) For each of the first ten (10) “days”, or part thereof , in a calendar year th at a Unit operates under this Paragraph VEPCO surrenders to EP A (using the procedure in Section VI, Paragraph 72) one SO 2 Allowance, in addition to any surrender or possession of allowances requi red under Title IV or under any other provision of this Consen t Decree, for each ton of SO 2 actuallyem itted in e x cess
o f the SO 2 em issions that would have occurr ed if coal containin g 1.90 lb/mmBTU sulfur had been burned; (iv) For each day that a Unit operates un der th is Paragraph from t he eleven th through the twentieth “days”, or part th ereof, in a calendar year, VEPCO s hall surrender to EPA (using the procedure in Section VI, Paragraph 7 2) one SO 2 Allowance, in addition to any surrender or possession of allow ances required under Title IV or under any other provisi on of this Consent Decree, for each of the tons of SO 2 actually em itted that equal th e m a ss em issions dif f erence b etween actual em issions and those that would have occurred if coal containing 1.70 25lb/mmBTU sulf ur ha d been used.; and ( v) For each day that a Unit operates un der th is Paragraph be yon d twenty (20 ) “days”, or p art thereof, in a calend ar year, VEPCO shall surrend er to EPA (using the procedure Section VI, Paragraph 72) one SO 2 Allowance, i n addition to any surrender or possession of allowances requi red under Title IV or under any other provision of this Consen t Decree, for each ton of SO 2 actuallyem itted in e x cess of SO 2 e m is sion s that would have occurre d if coal containing 1.50 lb/mmBTU sulfur had been burned; (C) In any calendar year from 2008 through 2012 , VEPCO may oper ate Mount Storm Units 1, 2, or 3 in the case of FGD outages or downtim e, if all of the following conditions
ar e sa tis fied : (i) VEPCO does not operate Mount Storm Units 1, 2, or 3 during FGD outages or downtim e on more than ten ( 10) “days”, or part there of, in any calendar year; in the case of Mount St orm Unit 3, operation during an outage or downtim e in either of the two FGD absorb er vessels serving the Unit shall count as “1/2” day of operation during an F GD outage or downtim e; ( ii) All othe r av ailab l e VEPCO System Units on-lin e at th e M oun t Storm Station and Clover Stati on are dispatched ahead of the Mount St orm Unit experiencing the FGD outage or downtim e; and (iii) VEPCO surrenders to EP A (using th e procedure of Section VI, Paragraph 72) one SO 2 Allowance, in addition to any su rrender or possession of allowances required under Title IV or under any other provision of this Consent Decree, for 26each ton of SO 2 actuallyem itted in e x cess of SO 2 em issions that would have occurred if coal with 1.50 lb /mmBTU sulfur had been burned. 68
. Calculating 30-Day Rolling Average Re m oval Efficiency of a VEP C O System FGD
. The SO 2 30-Day Rolling Average Re moval Ef f i ciency f or a VEPCO Syste m FGD shall be obtained and calculated using SO 2 CEMS data in com pliance with 40 CFR Part 75 (from both the in let and outle t of the contro l device) by subtr acting the o u tle t 30-DayRolling Av erage Em ission Rate f r om the inlet 30 -Day Rolling Average Em ission Rate on each day the boiler operates, div i ding th at dif f e rence by the inle t 30- Day Rolling Average E m ission Rate, and then multiply ing by 100. A new 30-Day Rolling Average Re m o val Efficiency s hall b e calculated for each new Operating Day. In the case of FGDs s e rving Chesterfield Units 5 and 6 or Mount Storm Units 1, 2, or 3, if any fl ue gas em issions containing SO 2 did not pass through the inlet of the Unit’s scrubber on a day when the Unit ope r ated, VEPCO m ust account for, report on, and include any such em issions in calculating the FGD Re m oval Efficiency for tha t day and for every 30-Day Rolling A verage of which that day is a part. 69. Comm encing within 30 days after lodging of this Decree, VEPCO shall use best efforts to operate each such FGD at a ll tim es the Unit the FGD serves is in operation, provided that such FGD syste mcan be operated consistent withm anufacturers’ specifications, go od engineering practices and VEPCO’s operationa l and m a intenance needs. In calculat ing a 30-Day Rolling Average Removal Efficiency or a 30 -Day Rollin g Average E m ission Rate for a Mount Storm Unit, VEPCO need not include SO 2 em itted by Unit while its FGD is shut down in c o m p liance with Paragraph 67 (“Interim Mitigation of Mount Storm SO 2 Em issions While FGDs are Im proved”). 2770. SO 2 Measurem ent Methods

. VEPCO shall conduct all em issions m onitoring for SO 2 in
com pliance with 40 C.F.R. P art 75.

VI. ANNUAL SURRE NDER OF S O 2 A L LOWANCES 71. Annual Surrender

. On or before March 31 of every year beginning in 2013 and continuing thereafter, VEPCO shall surrender 45,000 SO 2 Allowances. In each year, this surrender of SO 2 Allowances m a y be m a de either direc tly to EPA or by fi rst transferring the SO 2 Allowances to another person in the m a nner provided for by this Decree. 72. Surrender D i rectly to EPA

. If VEPCO elects to m a ke an annual surrender directly to EPA, VEPCO shall, on or before March 31, 2013, and on or before March 31 of each year there af t er, s u bm it SO 2 Allowance transfer request form s to EPA’s Office of Air and Radiation’s Clean Air Markets Division dire cting the transfer of 45,000 SO 2 Allowances held or controlled by VEPCO to the EPA Enforcem ent Surrender A cc ount or to any other E P A A ccount to which the EPA m a y direc t
. As part of sub m itting thes e transf e r

re quests, VEPCO shall ir r evocably authorize the transfer of these Allowances and V E PCO shall also identify – by nam e of account and any applicable serial or ot her identif ication numb ers or plant nam e s – the source and location of the Allowances being surrendere d, as well as any inform ation required by the transfer request for m . 73. Alternate Method of Surrender

. If VEPCO elects to m a ke an annual surrender of SO 2 Allowances to a person other than E P A, VEPCO sh all include a description of such transfer in the next rep o rt subm itte d to Plaintif f

s pursuan t to Section XI X (“Periodic Reporting” ) of this Consent Decree. Such report shall: (A) provide the identity o f the third

- p arty r ecip i ent(s) of the 28SO 2 Allowances and a listing of the serial num bers of the transferred a llo wances; (B) include a certificate in com p liance with Section XIX from t h e third-party recipient(s) sta ting that it (they) will not s e ll, trade, o r oth e rwise ex ch ange any of the allowanc es and will n o t use any o f the allowances to m eet any obligation imposed by any environm ental law. No la ter than the next periodic report due 12 m onths after the first repo rt of the tran sfer, VEPCO shall in clu d e in the Section XIXreports to P l aintiffs a statem ent that the th ird-p arty recip i ent(s) perm anently surrendered the allowances to EP A within on e ye ar af ter VEP C O transf err e d the a llow a nces to the th ird-p arty rec i pient( s). VEPCO shall no t hav e f i nally co mplied with th e allowanc e surrender requirem e nts of this Paragraph until all third-party recipient(s) shall have actually surrendered the transferred allowances to EPA. 74. Changes to Decree-Mandated SO 2 Allowance Surrenders Beginning in 2013, and every year th ereafter: (A) If changes in Title IV of the Act or it im plem enting regulati o ns decre ase the
num b er of SO 2 Allowances thatar e alloc ated to the VEPCO System Un its f or the year 2013 or any year thereafter, or if other applicable law e ither: (A) awards fewer than 127,363 SO 2 Allowances to the VEPCO System or (B) direc t s non-reus ab le surrender of SO 2 Allowances by VEPCO, then the num ber of SO 2 Allowance s th at V E PCO must surrender in such a year under this Secti o nshall decrease by the sam e a m ount; (B) If changes to Title IV of the Act or its im plem enting regu latio n s result in ( i ) a reduction of SO 2 Allowances to the VEPCO Sys t em and (ii) any am ount of SO 2 Allowances being auctioned-off, and the national SO 2 Allowance pool reflects a nationwide reduction in SO 2 Allowances of less than 35.6% from the 2010 national pool, 29then the number of SO 2 Allowances that VEPCO m ust surrender in such year under this Section of this Decree shall decrease a s follows: 45,000 – (127,363 x the percent reduc tion of the National pool) Thus, if the na tional pool of SO 2 Allowances is reduced by greater than 35.6% from t he 2010 national pool of SO 2 allowances, then VEPCO is not required to surrender any SO 2 Allowances under this Decree. But in no event shall VEPCO keep in excess of 82,363 S O 2 Allowances allocated in any year after 2012 to the VEPCO Sy ste m . (C) I f changes to Title IV of the Act or its im plem enting regu latio n s result in an increase of SO 2 Allowances to VEPCO, then VEPC O’s annual ob ligation to surrender such Allowances under this Decree shall in crease by the am ount of such increase. 75. Use of SO 2 Allowances Related to VEPCO Syste mUnits Scheduled for FGDs under the Decree
. For all SO 2 Allowances allocated to Mount St orm Unit 1 on or after January 1, 2003, Mount Storm Unit 2 on or after January 1, 2003, Ch esterfield Unit 5 on or after October 1, 2012, and Chesterf ield Unit 6 on or after January 1, 2010, VEPCO m ay use suc h SO 2 Allowances only to (A) m eet the SO 2 Allowance surrender requirem ents established for the VEPCO System under this Decree; (B) m eet the lim its im posed on VEPC O under Title IV of the Act; or (C) m eet any federal or state future em ission reduction program s that use or rely on T itle IV SO 2 Allowances for com pliance, in whole or in part. Howeve r, if VEPCO operates a FGD servin g Mount Storm Unit 1, Moun t Storm Unit 2, Chester f i eld Unit 5, or Chesterf ield Unit 6 e i ther : (A) ear lie r than required by a provision of this Decree or (B) at a 30-Day Rolli ng Averag e Rem oval Efficiency greater than, or a 30-Day Rolling Average Em issions Rate les s than th at required by this Decree, then VEPCO m a y use for any lawful purpose S O 2 Allowances equal to the num ber of tons of
30SO 2 that VEPCO re m oved from the em ission of those Units in excess of the SO 2 tonnage reductions required by this Decr ee, so long as V E PCO ti m e ly reports such u se under Section XIX
. 76
. Other Lim its on Use of SO 2 A llowances

. VEPCO m ay not use the sam e SO 2 Allowance more than once. VEPCO m ay not use the SO 2 Allowances surrendered under this Section for any other purpose, including, but not lim ited to, any sale or trade of such Allowances for use by any person other than VEPCO or by any Unit not part of the V E PCO Syste m , except as provided by Paragraph 73 (“Alternate Method of Surrender”). Other than the lim its state d in th is Decre e on use of SO 2 Allowances o r lim its im posed by law, this Decree im pose s no other lim its on how VEPC O m a y use SO 2 Allowances. 77. No Entitlem e nt Created . This Consent Decree does not entitle VEPCO to any alloc a tio n of SO 2 Allowances under the Act. VII. PM EMISSION R EDUC TIONS AND CONTROLS 78. Use of Existing PM Pollution Control Equipm ent
. Comm enc i ng w ithin 30 days after lodging of this Decree, VEPCO shall operate each ESP and ba ghouse within the VEPCO System to m a xi m i ze PM em ission reductions through the pr ocedures established in this Paragraph. VEPCO shall (A) commence operation no later than two hours after comm ence m e nt of
com bustion of any a m ount of coal in the controll e d System Unit, exc ept that th is requ irem ent shall apply to Brem o Power St ation Units 3 and 4 commencing two hours after cessation of oil injec tion to the boile r, an d provided that, for all ESP-equi pped Units, “com bustion of any
am ount of c oal” shall not include combustion of coal that is the result of clearing out a Unit’s coal m ills as the Unit is returned to se rvice ; (B) fu lly ene r giz e each ava ilab l e portion of each 31ESP, except those ESP fields th at hav e been out o f service s i n ce atleast January 1, 2000, consistent w ith m a nufacturers’ specificati ons, the operational desi gn of the Unit, and good engineering practices, and repair such fields that go out of ser v ice con s istent with the requirem e nts of this Paragraph; (C ) m aintain power leve ls d elive r ed to the ESP s, consistentwith

m a nufacturers’ specifications, th e operational design of the Unit, and good engineering practices; and (D) continuously op erate each E SP and baghouse in com p liance withm anufacturers’ specifications, the operational design of the Unit, and good engineering prac tices. Wh enever any elem ent of any ESP that has been in service at any tim e since January1, 200 0 fails, does not perform in accordance with m a nufacturers’ spec ifications and good engine erin g practices, or does not operate in acco rdance withthe standards set forth in this Parag r ap h, VEPCO shall us e best efforts to repair the elem ent no later than th e next ava ilab l e Unit outa ge appropr iate to the repair task. The requirem e nts of this Paragraph do not apply to Possum Point Units 3 and 4 until January 1, 2004, and do not apply at all when those Units burn natural gas. 79. ESP and Ba ghouse Optim i zation Studies and Recomm endations. VEPC O shall com p lete an optim ization study, in accordan ce with the sch e dule below, for each VEPCO System Unit served by an ESP or baghouse (except Possum Point Units 3 and 4, in light of their conversion to natural gas), which shall recomm end: the bestavailable m a intenance, repai r, and operating practices that will op tim ize ESP or baghouse availa b ility and perform ance in acco rdan ce with

m a nufacturers’ specifications, th e operational design of the Unit, and good engineering practices. These studies shall consider any ESP elem ents not in service prior to January 1, 2000, to the extent changes to such elem ents m a y be required to m eet a PM Em ission Rate of 0.030 lb/mmBTU. Any operating practices or pro cedures developed and approved under this
32Paragraph shall becom e a part of the standard sp ecified in (D) of Paragraph 78 (“Use of Existing PM Pollution Control E quipm ent”), above, and sh all be im plem ented in com p liance with that Paragraph. VEPCO shall retain a qualified co ntractor to assist in the p erf orm a nce and
com p letion of each stud y. VEPCO shall subm it each com p leted study to the U nited S t ates for review and approval. (T he United States will cons ult with the other Plaint iffs before com p leting such review). VEPCO s hall im ple m ent the study’s recomm endations within 90 days (or any longer tim e period approved by the United States) af ter receipt of approval by the United States. If VEPCO s eeks m ore than 90 days to im ple m ent the recommendations containe d in the study, then VEPCO shall include, as part of the study, the reasons why m ore than 90 days are necessary to im ple m ent the recomm endations, e.g., the need to order or install parts or equipm ent, retain specialized expertise, o r carryout training exercises. VEPC O shall m a intain e ach ESP and baghouse as required by the study’ s recommendations and shall s upplem en t the ESP operational standard in (D) of Paragraph 78 to include any operational elem ents of the study and its
recomm endations. The schedule for com p letion and subm ission to the United States of the optim ization studies shall be as f o llo ws:

Number and Choice of VEPCO System Units on Which VEPCO Shall Complete and Submit Opti mi z a tion Studies Number of Months After Lodging of the Decree that VEPCO Shall Submit Optimi z a tio n s Studies to the U.S. Four Units (including at least one Unit at Mount St orm or Chesterfield) 12 Mo nths Three More Units (including at least two at any one or m o re of the followin g VEPCO stations – Mount St orm, Chesterfield , and Brem o, if not already done) 24 Mo nths

33o located or m o re of the following VE PCO stations – Mo unt Storm , Chesterfield, and Two More Units (including at least tw at any one Brem o, if not already d one ) 36 Mo nths

Two More Units 48 Mo nths Two More Units 60 Months All Other U n its 72 Mo nths 80. Alternative to Pollution Control Upgrade Analysis

. W ithin 270 days after VEPCO receives the United States’ a pproval of the ESP optim ization study for a VEPCO Sys t em Unit, VEPCO m a y elect to achieve for any Unit the o b jectives of, and thereby avoid, the P ollution Control Upgrade Analysis otherwise required by th is Section by certifying to the United States, in writing, that: (A) the ESP sha ll continue to be operated and m a intained in com pliance with the approved optim ization plan, pursuant to Paragraphs 78 and 79 of this Section, respectively, and (B) that the enforceable PM em ission lim it for this Unit shall be 0.030 lb/mmBTU, either commencing imm e diately or on and after the date required by this Decree for com ple tion of FGD installations or im provem e nts at that Unit ( o r af ter insta llation of any other FGD system VEPCO chooses to install at a Unit prior to 2013). Otherwise, VEPCO shall c om ply with Paragraph 82 (Pollution Con trol Upgrade Analys is, Construction of PM Controls, Compliance

w ith New Em ission Rate”), belo w. 81. PM Em ission Rate Determ ination

. The m e thods specified in this Paragraph shall be the reference m ethods for determ ining PM Em ission Rates along with any other m e thod approved by EPA under its authority to establish or appr ove such m e thods. The PM Em ission Rates established under Paragraph 80 of this Section sh all not apply during periods of “startup” and “shutdown” or during periods of control equipm e n t or Unit m alfunction, if the m alfunction m eets 34the requ irem ents of the F o rce Majeure Section of this Consen t Decree. Pe riods of “startup” shall not exceed two hours after any am ount of coal is com busted (except that f o r Bre m o Power Station Units 3 and 4, this two- hour period begins upon cessation of inject ion of oil into the boiler). Periods of “shutdown” shall only co mm e nce when the Unit ceases burning any am ount of coal (or in the case of Brem o Power Station U nits 3 and 4, whenany oil is introduced into the boiler). Coal shall not be deem ed to be com buste d if it is burned as a result of clearing out a Unit’s coal m ills as the Unit is returned to serv ice. The reference m e thods for determ ining PM Em ission Rates shall be those specified in 40 C.F.R. Part 60, Appendix A, Method 5 or Method 17, using annual stack tests. VEPCO shall calculate PM Em i ssion rates from the annual stack tests in accordance with 40 C.F.R. 60.8(f) and 40 C.F.R. 60.48a(b). The annual stack-testing requirem e nt of this Paragraph shall be conduc ted as described in Paragraph 95 and m a y be satisfied by: (A) any annual stack tests VEPCO m a y conduc t pursuant to its perm its or applicable regulations f r om the States of Virginia and W e st Virginia if such tests empl oy reference test
m e thods allowe d under this Decree, or (B) in stallation and operation of PM CEMs required

und er this Decree. 82. Pollution Control Upgrade Analysis of PM , Cons truction of PM Controls, Com pliance with New Em ission Rate

. For each VEPCO System Unit served by an ESP - - other than Possum Point Units 3 and 4 and those Units that m eet th e requirem e nts of Paragraph 8 0 (“Alternative to Pollution Control Upgrade Analysis”) -- VEPCO shall com p lete a Pollution Contro l Upgrade Analysis an d shall d eliv er the Ana l y sis and s upporting docum e ntation to the United States for review and approval (after consul tation with the other Plaintif f

s). Notwithstanding the definition of Pollution Control Upgrade Anal ysis (Paragraph 38), VEPCO sha ll not be required to consider
35in this Analysis: (A) th e replacem ent of any existing ESP with a new ES P, scrubber, or baghouse, or (B) the installation of any supplem ental pollution contro l d evice sim ilar in cost to a replacem ent ESP, scrubber, or baghouse (on a to tal dollar-per-ton -of-pollution-r em o ved basis). 83. VEPCO shall retain a qualified contractor to assist in the perf orm a nce and com p letion of each Pollution Control Upgrade Analysis. W ith in one year of the United States ’ ap proval of the work and recommendation(s) m a de in the Analys is (or within a longer period of tim e properly sought by VEPCO and approved by the United States), VEPCO sha ll com plete all
recomm endation ( s). If VEPCO seeks m o re than one year from the date of th e United States’ approval of the Analysis to com p lete the work and recomm endations called for by the Analysis, VEPCO m u st state the amount of addition a l tim e required an d the reason s why additional tim e is necessary. Thereafter, VEPCO shall ope rate ea ch ESP in com p liance with the wor k

and
recomm endation ( s), including com pliance with th e specified Em ission Rate. T he schedule for
com pletion and subm ission to the United States of the Pollution Control Upgra de Analyses for each Unit su bject to th is Paragraph s h all be 12 m onths after the United States ap p r oves the ESP optim ization study for each Unit pursuant to Para graph 79 (unless VEPCO has elected to use the alte rnative to the Pollution C ontrol Upgrade Analysis under Paragraph 80 for the Unit). 84. Perform a nce Testing of Equipm ent Requi red by Pollution Control Up grade Analysis

. Between 6 and 12 m onths after VEPCO com pletes installation of the equipm e nt called for by each approv ed Pollution Control Upgrade Analys is, VEPCO s hall condu ct a perform a nce test dem onstration to ensure that the approved PM em ission lim itation set f o rth in th e Analysis can be consistently achieved in pr actice, including all requirem e nts pertaining to proper operation and m a intenance of control equipm e nt. If the perform ance dem onstr atio n shows that the 36approved control equipm ent cannot consistently m eet the required PM em ission lim i t ation, VEPCO shall revise the Pollution Control Upgrade Analysis and resubm it it to the Un ited States for review and approval of an a ltern ative em issio n s lim itation

. 85. Installation and Operation of PM CEMs

. VEPCO shall install, calibrate, operate, and

m a intain PM CEMs, as specified below. Each PM CEM shall be com prised of a continuous particle m a ss m onitor measuring particulate m a tter concentration, directly or indirectly, on an hourly average basis and a diluent monitor used to convert results to units of lb/mmBTU. VEPCO m a y select any type of PM CEMS that m eets the requirem e nts of this C onsent Decree. VEPCO shall m a intain, in an electronic database , the hourly average em i ssion values of all PM CEMS in lb/mmB TU. D uring Unit startups, VE PCO shall begin operating the PM CEMs in accordan ce with the s t an dards set out in Para grap h 78(A) (“U se of Existin g PM Pollution Control Equipm ent”), and VEPCO shall thereafter use reaso nable efforts to k eep each PM CEM running and producing data whenever any Unit served by the PM CEM is op erating. VEPCO shall subm it to EPA for review and approval a plan to ins t all, calib rate and o perate each PM C E M. VEPCO shall thereafter op erate each PM CEM in accordance with the approv ed plan. 86. Installation of PM CEM s – First Round (Three Units)

. On or before Decem ber 1, 2003, VEPCO shall des i gnate which thre e VEPCO Syst em Units will h ave PM CEM s insta l led, in accordan ce with this P a ragraph. No later than 12 m onths afte r entry of th is Decree (o r a longer tim e period approved bythe United States, no t to exceed 18 months after entry of this Decree) VEPCO shall ins t a ll, ca librat e, and comm ence operation of the following: (A) PM CEMs in the stacks that s e rvice at le ast two of the f o llowing VEPCO System Units: Mount Storm Units 1, 2, and 3, and Clover Units 1 and 2; and 37(B) at least one additional P M CEM at any other ES P-equipped Unit in the VEPCO System , as selected by VEPCO. If VEP CO s eeks m ore than 12 m on ths after entry of the Decre e to com p lete installatio n and calib ration o f the PM CEMs, then VEPCO shall in clude a full explanation of the reasons why it requires m ore than 12 months after entry of th e Decree to complete in stallation and calibration. 87. Consultation Before th e First Round of PM CEM s . Prior to installing any PM CEMs, VEPCO and the United States sh all m eet, consult, and agree to adequate m echan ism s for treating potential em ission lim itation exceedances that m a y occur during installation and calibration periods of th e PM CEMs that m a y exceed applicable PM em ission lim itations. VEPCO and the United Stat e s shall invite the Stat es o f Virgin ia an d W est Virginia to partic ipate in the s e discussions. 88. O ption for Consultation Both Before and Af ter Installation of the Firs t or Second Round of PM CEM s . Either before the first or second round of PM CEMs installatio ns, or af ter such PM CEMs are installed and producing data, or bo th, the United States and VE PCO shall m eet, upon the request of either, to exam ine further the data that may or m a y not be generated by the PM CEMs. This issue should be addressed inlight of the regulatory or perm it-based m a ss
em ission lim it set for the Unit before it was equipped with a PM CEM or any PM em ission lim itation established or to be established under th is Section of the Decree, and the parties should take app r opriate and acceptable act ions to address any issues conc erning periodic short term Unit process and control device upsets and/or averaging periods. In the ev ent VEPCO or the United States call for such a m eeting, the United States and VEPCO shall invite the States of Virginia and W est Virginia to partic ipate.
3889. De m onstration that PM CEMs Are Infeasible

. N o earlier than 2 years after VEPCO has in st alled the first round of PM CE Ms, VE PCO m a y attem p t to dem onstr ate tha t it is infeasible to continue operating PM CEMs. As part of such dem onstration, VEPCO shall subm it an alternative P M m onitoring plan for review and approval by the United S tates. The plan shall explain the basis for stopping operation of the PM CEMs and pr opose an alternative-monitoring plan. If the United States disappr ov e s the a lte rnative PM m o nitor i ng plan, or if the United States reje cts VEPCO’s claim that it is inf easible to continue operating PM CEMs, su ch disagreem ent is subje c t to Section XXV II (“Disput e Res olution ”). 90. “ Infeasible to Continue Operating P M CEMs ” – Standard

. Operation of a PM CEM shall be considered “infeasible” if, by way of exa m ple, the PM CEMS: (A) cannot be kept in proper condition for sufficient periods of time to produ ce reliable, adequate, oruseful data; or (B) VEPCO demonstrates 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 resol ved through reasonable expenditures of resources ; or (C) chronic and difficult Un it opera tion issues cannot be resolved through reasonable expe nditure of resources; or (D) the data prod uced by the CEM cannot be used to assess PM em issions from the Unit or perf orm ance of t h e Unit’s control devices. If the United States determ ines that VEPCO has demonstrated inf easibility pursuant to this Paragraph, V EPCO shall be en titled to discontinue operation of and remove the PM CEMs. 91. PM CEM Operations Will Continue During Disp ute Resolution or Propos als for Alternative Monitor i ng . Until th e United States approves an alte rnative monitoring plan or until the conclusion of any proceedi ng under Section XXVII (“Disput e Resolution”), VEPCO shall continue operating the P M CEMs. If EPA has not issued a decision regarding an alternative 39monitoring plan within 90 da ys VEPCO m ay initiate action under the Dispute Resolution provision s (Section XXVII) under this Consent Decree. 92. Installation and Operation of PM CEM s – Second Round (6 Units)

. Unless VEPCO has b ee n allowed to cease o peration of the PM CE Ms under Par agraph 89 (“De m on stration that PM CEMs Are Inf easible” ) , then VEPCO shall ins t a ll, ca lib rate, and comm ence operatio n of PM CEMs that s e rve atlea st 6 m o re Units. In se lecting the VEPCO System Units to r ece ive PM CEMs under this second round, VEPCO m ust assure that Mount Storm Unit s 1, 2, and 3 and Clover Units 1 and 2 all receiv e PM CEMs if they have not already received P M CEMs under the first round. VEPCO m a y select the other VE PCO System Units to receive the required PM CEMs. The options for consultation regardi ng first round PM CEMs under Paragraphs 87 and 88 shall also be available for second round PM CEMs. VEPCO shall install PM CEMs that serve two V E PC O Syste mUnits in each of the years 2007, 2008, and 2009 under this second round of PM CEMs. 93. Common Stacks

. Installation of a P M CEM on Mount Storm Units 1 and 2 or on Yorktown Units 1 and 2 shall count as installatio n of PM CEMs on 2 units in recognition of the common stack that serves these Units

. VEPCO and the United States sh all agree in writing on the m e thod for apportioning em issions to the Units served by common stacks. 94. Data Use
. Data from PM CEMs shall be used by VEPCO, at m i ni m u m , 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, but not lim ited to, any defense, entitlem e nts, challenges, or clarifications related to the Credib le Evidence Rule (62 Fed. Reg. 8314 (Feb. 27, 1997))) concerning the use of data for any purpose under the Act, generated either by the reference 40m e thods specified herein or otherwise. 95. Other Testing and Repo rting Requirem e nts
. Comm encing in 2004, VEPCO shall conduct a stack test for PM on each stack servic ing each Unit in the VEP CO Syste m (exclud i ng Possum Point Units 3 and 4 in 2004, and in any subs equent year in which such Units have not burned coal). Such PM stack testing shall be co nducted at least once per every four successive “QA Operating Quarters" (as defined in 40 C.F.R. § 72.2) and the results of such testing shall be subm itted to the Pla i ntif f

s as partof the period ic r e porting und er Section XIX (“Period ic Reporting”) and Appendix B. Following installati on of each PM CEM, VEPCO shall include all data recorded by PM CEMs, including subm ission in ele ctron ic f o rm at, if available, in the reports required by Section XIX.

VIII. POSSUM POINT UNITS 3 & 4: FUEL C O NVERSION, INSTALL A TION OF C ONTR O LS 96. Fuel Conversion

. VEPCO shall cease all com bus tion of coal at Po ssum Point Units 3 and 4 prior to May 1, 2003, in preparation for the conversion of Possum PointUnits 3 and 4 to operate on n a tural gas, and shall no t operate th es e Units again until that f u el conversion is
com plete and the Units are firing natural ga s. V E PCO shall continuously opera te such equipm ent to contro l NOx em issions in com p liance with Stat e perm ittin g r equir em e nts. VEPCO also shall lim it the combined em issions from Possum Point Units 3 and 4 to 219 tons of NOx in any 365 days, rolled daily, and determ ined as fol l ows: Add the total NOX e m issions fro m Possum Point Units 3 and 4 on any given day, occurr ing af te r entry of th is Decree, to the to tal NOX e m issions fro m those two Units for the pr eceding 364 consecutive days occurring after
41entry of the Decree; the sum of those em issions m a y never exceed 219 to ns. If VEPCO exceeds this 219-ton lim it, VEPCO shall install and operate SCR at BACT levels within 3 years of the exceedance at either Yorktown Unit 1 (173 MW ) , or Yorkto wn Unit 2 (183 M W ), or Brem o Unit 4 (170 MW )

. VEPCO may select which of th ese Units receives the SCR so long as the f o llowing ar e true f o r th e Unit: (A) An SCR is not requ ired under regu latory requ irem ents for the Unit; (B ) VEPCO had not planned to install an SCR on suc h Unit to help c om ply wi th any requirem e nt as of the dayof exceedan ce at Possum Point; and (C ) The Unit is not requ ired to m eet an em issi on rate that would call for installation of SCR. If these con d itions are n o t m et for any of the thr ee listed Units, then VEPCO shall ins t all the requir e d SCR at the nex t larges t Unit (in MW ) within th e VEPCO System that m e ets the
c on ditions of subparagraphs (A) through (C). 97. Return to C o m bustion of Coal After Gas Conversion

. If VEPCO uses coal rather than natural gas to operate Possum Point Units 3 or 4 on or after May 1, 2003, VEPCO shall install controls on such Unit(s) and m eetthe following requirem e nts for NO x , SO 2 , and PM em issions, on or afte r May 1, 2003: (A ) For NO x , the m o re stringent of: (i) a 30- Day Rollin g Average Em ission Rate of 0.100 lb/mmBTU or (ii) the NO x e m ission rate that would be L A ER at the tim e that VEPCO return s to f i ring Possum Point Units 3 or 4 with c o al; (B) For SO 2 , a 30-Day Rolling Average Re m oval Efficiency of at least 95.0%; and (C) For PM, an Em ission Rate of no m or e than 0.030 lb/mmBTU.
4298. Measurem ents At Possum Point

. The applicable m e thods a nd rules specified in other po rtions of this Decree for m ea suring em i ssion rates and removal efficien cie s for NO x , SO 2 , and PM also apply to the em ission standards, as applicable, established under Parag raph 96 and 97 (“Fuel Conversion” and “ Return to C o m bustion of Coal After Gas Conversion ” ) for P o ssum Point Units 3 and 4.

I X. INSTALLING ADDITIONAL C ONT ROL S ON VEPC O S Y ST EM UNITS 9 9. If, prior to N ovem b er 1, 2004, this C onsent D ecree is m odified to requ ire that VEPCO: (A) Insta ll add i tional NO x or SO 2 pollution control devices on a V E PCO Syste mUnit not scheduled for installation of such control device as part th e orig inal D ecree; (B) Comm ence full-tim e (year-r ound) operation of such c ontrol device no later than January 1, 2008; and (C) Operate the contro l device and the U n it it se rves in com p liance with a perform ance standard of 0.100 lb/mmBTU 30-Da y Ro l li ng A verage Em ission Rate fo r NO x or a 95.0% 30-Day Rolling Average Rem oval Efficiency for SO 2 ; then the m odification of the Consent Decree shall also p r ovid e that such Unit be treated as an Im proved Unit as to the pollutant that has beencontrolled in com pliance with this S e ction. 100. Reference Methods

. T he reference and m o nitoring m e thods specified in other portions of this Decree for m easuring all em issio n rates and rem oval efficiencies for NO x , SO 2 , a nd PM also apply to the em ission standards es tab lished und er this Sec tion

.

43X. PERMI TS 101. Tim ely Application for Perm its

. Unle ss exp r ess l y stated othe rwise in this Consent De c ree, in any instan ce where othe r w ise applica b le law or th is Consent De cree requ ire VEPCO to secure a perm it to authorize constructing or operating any device under this Consent Decree, VEPCO shall m a ke such applic ation in a tim e ly m a nner. Such applications shall be com pleted and subm itted to the ap propriate authorities to allow suf f i cient tim e f o r all legally req u ired processing and review of the perm it request. Fail ure to com p ly with this p r ov ision sha ll a llow Plaintiffs to bar any use by VEPC O of Secti on XXVI (“Force Majeure”) where a Force Majeure claim is bas e d upon perm itting delays. 102. New Source Review Perm its

. This Consent Decree sh all not be construed to require VEPCO to apply for or obtain a permit pursuant to the New Source Review requirem e nts of Parts C and D of Title I of the Act f o r any work p e rf orm e d by VEPCO w ithin the s c op e of the resolutionof claim s pro visions of Sections XI through XVII (Resolut ion of Ce rtain Civil Claim s).103. Title V Perm its

. Wh enever VEPCO applies for a Title V perm i t or a revision to such a perm it, VEPCO s h all send, at the sam e time, a copy of such applicati on to each Plaintiff. Also, upon receiv i ng a copy of any perm it proposed for public comment as a result of such ap p lication, VEPCO shall prom ptly send a co py o f such proposal to each P l ainti ff, thereby allowing for tim ely participation inany public comment opportunity. 104. Title V Perm its Enforc eable on Th eir Own Term s . Notwithstanding th e ref erenc e to Title V perm its in this Decr ee, the enf o rce m ent of suchperm its shall be in accordance with their own term s and the Act. The Title V perm its shall no t be directly enforceable under th is Decree, though any term or lim it estab lished by or under this Decree shall b e enforceab le under this
44Decree r egardless of whether su ch te rm has or w ill becom e part of a Title V Perm it, subject to the lim its of Section XXX (“Conditional Term ina tion of Enforcem ent, Continuation of Term s, and First Re sort to T i tle V Perm it”). 105. Consent Decree Re quirem e nts To Be Propos ed for Inclu sion in Title V Perm its

. Whenever VEPCO applies for Title V Perm it(s), or f o r am endm ent(s) to existing Title V Per m it(s), f o r th e purpose of includ ing th e requirem ents of this D ecree in suc h perm its, VEPCO shall in clude in suc ha pplic atio n all pe rf or

m a nce, operational,

m a intenance, and control technology requirem e nts specified by or c reated under this Consent Decree, not only for particular Unit s in the VEPCO System but also for the VEPCO Sys t em itself – including, but not lim ited to, em ission rates, rem oval efficiencies, allowance surrenders, lim its on use of e m ission credits, and operation,

m aintenance and optim ization requirem ents, unless otherwise lim ited by Sections XI through XVII. VEPCO shall notif y all Plaintiffs of any appl icable re quirem e nt within its Title V p erm it applic ation that m ay be m o re string ent th an the requ ire m ents of this Consent Decree. 106. Methods to be Used in Applying for Ti tle V Perm it Provisions Applicable to the VEPC O Sys t em . VEPCO shall include provisions in any Title V perm it application ( s) subm itted in acco rdan ce with Paragraph 105 (“Con sent Decree Requirem e nts To Be Proposed for Inclusion in Title V Perm its”) that com p ly with this Consen t Decree’s N O x VEPCO System Declining Tonnage Cap (Section IV, Paragraph 60), the VEPCO Syste m -W ide Annual Average E m ission Rate for NO x (Section IV, Paragraph 61), a nd the Annual Surrender of SO 2 Allowances from the
45VEPCO Sys t em (Section VI, Paragraphs 71). In m a king such application, VEPCO shall use either the provisions listed below or any other m e thod agr eed to in advance by written stipulation of all the Partie s and f iled with this Co urt: (A) For the VEPCO System declin ing NO x cap in S ection IV, Paragraph 61 (“VEPCO System NO x Lim its 2002 and thereafter: Declining, System

- W ide Tonna ge Caps”), each Unit in th e VEPCO System shall be lim ited in perpetu ity to a speci fied portion of the NO x annual em issions cap that u ltim ately descend s to 30,250 tons, pro vided the to tal of the VEPCO System declining tonn ag e caps for NO x subm itted f or inclus ion in the Title V perm its shall be no greater for any year than the tonnage specified fo r ea ch calendar year for the VEPCO Syste m ). The NO x em ission tons shall b e allo cated to eac h Unit within the VEPCO System

. No Unit shall exceed it s allocation except that VEPCO can trad e NOx e m issions tons between Units within the VEPCO Syste min o rder to com ply wi th any given Unit-specific allocation. C o m p liance with the NO x Annual Sys tem
- W ide Annual Average Em issions cap shall be determ ined each year by wheth e r each Unit holds a sufficient num b er of NO x em ission tons allocate d to it inthe Title V pe r m it, or acquired by it through trades with other Units in th e VEPCO System , to cover the Unit’s ac tua l , annual NO x em issions; and (B) For the System

- W ide, Annual Average NO x Em i ssions Rate spe cified in Section IV, Paragraph 61, (“VEPCO Syst e m -W ide, Annual Average NO x Em ission Rate”) VEPCO shall prepare a VEPCO System

- W ide NO x em issions BTU-weighted averaging plan for all the Units in the VEPCO System , and in doing so, shall us e all the approp riate

m e thods and procedures specifiedat 40 C.F.R. § 76.11 in prepar ing such a plan. As part
46of that plan, VEPCO shall prepare an “alternative cont em poraneous allowable annual
em issions lim itation” (in lb/mmBTU) for eachUnit in th e VEPCO Sy stem , as described by 40 C.F.R. § 76.11. After this allocation and establishm ent of an “alt ernative contem poraneous allowable annual em issions lim itation,” VEPC O’s compliance with Paragraph 61 (“VEPCO System

- W ide, Annual Average NO x Em ission Rate”) shall be determ ined in the m a nner described by 40 C.F.R. § 76.11, as applicable, and shall be based on whether each U n it m eets the applicab le “alternative contem por aneous allowable annual em issions lim itation” for the NO x e m issions BTU wei ghted averaging plan; provided, however, that if any Unit(s) doe s not m eet such em i ssions lim itation, such Unit(s) shall still be in c o m p liance if VEPC O shows that a ll the Units in the em ission s averag ing plan, in aggregate, do not exceed th e BTU-weighted NO x System

- W ide Em issions Rate; and (C) For the Annual Surrender of SO 2 Allowances required by Sectio n VI, the annual SO 2 Allowance surrender requirem e nt of 45,000 SO 2 Allowances shall either be divided up and allocated to specific Units of the VE PCO System or assigned to a single VEPCO System Unit – as VEPCO elects.

XI. RESOL U TION OF CERT AIN CIVI L CLAIMS OF THE UNITED STATES
. 107. Claim s Based on Modifications Oc curring Before the Lodging of Decree

. Entry of this Decree shall resolve all civil claim s of the Un ited States under either : (i) P a rts C or D of Subchapter I of the Clean Ai r Act or (ii) 40 C.F.R. Section 60.14, that arose from any
47modification commenced at any VEPCO Syste m Unit prior to the date of lodging of this Decree, including but not lim ited to, those m odif i cations alleg ed in th e U.S. Co mplaint in th is civil action or in the EPA NOV issued to VEPCO on April 24, 2000. 108. Claim s Based on Modifications after the Lodging of Decree

. Entry of th is Decree also shall reso lve all c i vil claim s of the United States f o r pollutant s regulated under Parts C or D of Subchapter I of the Clean Air Ac t and regulations prom ulgated as of the date of the lodging of this Decree, where such claim s are b ased on a modification com pleted before December 31, 2015 and: A) commenced at any VEPCO System Un it after lodging of this Decree or B) that this Consent Decree expres sly directs VEPCO to undertake. The term “ m odification” as used in this Paragr aph shall have the m eaning that term is given under the C l ean Air Act statute as it ex isted on the date of lodging of this Decree. 10 9
. Reop ener . The resolution of the civ il claim s of the United States provide d by this Section is subje ct to the prov is ions of Sect ion XII.

XII. REOPENING OF U.S. CIVI L CLAIMS RESOL V E D BY S ECT ION XI 110. Bases for Pursuing Resolved Claim s Across VEPCO Syste m . If VEPCO : (A) Violates Paragraph 59 (A) or (B) (V EPCO S ystem
- W ide, Interim Co ntrol of NOX Em issions, 2004 through 2007); or (B) Violates Paragraph 60 (VEPCO System

- W id e NOX Ton nage Lim its 2003 and thereafter: D eclining, System

- W ide Tonnage Caps); or

48(C) Violates Paragraph 61 (VEPCO Sy stem
- W id e Average NOX E m ission Rate) in any calendar year (or ozone season, as applicable); or (D) Fails by m ore than ninety days to co m plete installation of and commence tim e ly year-round operation of any SCR or FGD require d by Paragraphs 56 or 64 or Sections VIII or IX; or (E) Fails to lim it VEPCO System SO2 e m issions to 203,693 tons or less in each calendar year starting with 2005 and thereafter; then the United States may pursue any claim s at any VEPCO System Unit oth erwise resolved under Section XI, where the m odification(s) on which such claim is based w as comme nced, under way, or com pleted within five years precedi ng the violation or failure specified in item s (A) through (E) above, unless such m odificati on was undertaken at an Improved Unit and commenced prior to the date of lodging of this Consent Decree. 111. Other Units

. The resolution of claims of United St ates in Section XI shall not apply to claim s arising from m odi fications a t Other Units commenced less th an fiv e years p r io r to the occurrence of one or more of the following: (A) a m odification or (co llection of modifications) comm enc e d after lodging of this Decree at such Other Unit, individu ally (or co llectively ) increase the m aximum hourly em ission rate for such Unit for the relevant pollutant (NOx or SO2) as

m easured by 40 C.F.R. § 60.14(b) and (h); or (B) the agg r egate of all Capital Exp enditures made at su ch Other Unit exceed $125/KW on the Unit’s Boiler Island (bas ed on the Maxim u m Dependable Capacity
num b ers in the North Am erican Electric Reli ability Council’s Generating Availability
49Database for the year 2002) during any of the following five-year periods: January 1, 2001, throug h Decem ber 31, 2005; January 1, 200 6, through Decem ber 31, 2010; January 1, 2 011, throughDecem ber 31, 2015. (Capital Expen ditures shall be

m easured in calendar year 2000 constant dollars, as adjus t ed by th e McGraw-Hill Engineering News-Record Construction Cost Index); or (C) m odific a tion(s) comm e nced afte r lodgi ng of this Decree resulting in em issions incre ase( s ) o f the relev an tpollutant th at ac tually occurred from any such Other Unit, where such increas e(s): (1) present by them selves or in com b in ation with other em issions or sources

“ an imm i ne nt and substantial endangerm e nt” within the m e a nin g of Section 303 of the Act, 42 U.S.C. § 7603; or ( 2) cause or contribute to v i olation of a National A mb ient Air Quality Standard in any Air Quality Control Area th atis in attainm ent w ith th at N AAQS; or (3) cause or contribute to vi olation of a PSD increment; o r (4) cause or contribute to any advers e impact on any for m ally recognized air quality and related values in any Class I area. 112. Solely for purposes of Subparagraph 111(C ), above: (i) the determ ination of whether
em issions in creas e(s) of the rele vantpollutant ac tually oc curr ed at th e Unit m u st take into account any em issions changes re levant to the modeling dom ain thathave occurr ed or will occur under this Decree at other VEPCO System Units; and (ii) an em issions increase shall not be deem ed to have actually occurred unless annual em issions of the releva nt pollutant from all 50VEPCO Sys t em Units at the plant at which suchUnit is located (and treating Mount S t orm and North Branch as a sing le plant for th is purpose) h a ve exceed ed such plant’s em issions of that pollutant after the lodging of this Consent Decree, as specified below:

Plant SO2 Annual Em issions (tons) NOX Annual Em issions (tons) Brem o 13,463 4,755 Chesapeake 35,923 10,657
Chesterfield 75,330 15,858
Clov er proved Im 10,076
Mt. Storm / North B ranch 19,992 40,188
Yorktown 26,755 5,066

113. Introduction of any new or changed Nationa l A mbient Air Quality Stan dard shall n o t, standing alo n e, provide the showing needed under Subparagraph 111(C) (1)-(4 ) to pursue any claim resolved under Section XI.
114. Fuel Lim it. The resolution of claim s provided bySection XI shall not apply to any modif i cation commenced on a Unit within f i ve years prior to the date on which VEPCO : 51(A) fires such Unit with any fuel or fuel m i x that is either p r o h ibited by a pplicab le state law or that is not o therwise authorized by the relevant state; or (B) increases the current (as of February 1, 2003) coal contracting bid s pecification or contract specifications th at lim it f u el sulf ur con t ent i n securing c oal for a Unit, as summarized in Appendix A . This Paragraph does not appl y to VEP CO’s use of: (i) a fuel or fuel m i x specifically called for by this D ecree, if any, or (ii) any coal in any coal-fired Unit regardless of the fuel’s sulfur content, so long as su ch use occurs after the Unit is being served by an FGD or ot her control equ i pm ent thatcan m aintain 95.0% Removal Efficiency for SO2, on a 30-day, rolling average basis.
115
. Im proved Units

. The resolution of claim s provided by Section XI sha ll not apply to a modification (or collection of m odifi cations ), if co mmenced after the lodging of this Decree at an Im proved Unit, that individually (o r colle ctiv ely ) incre ase th e m axim u m hourly em ission rate of that Unit for NO x or SO 2 (as m easured by 40 C.F.R. § 60.14 (b) and (h)) by m ore than ten percent (10%) of the maxim u m hourl y em ission rate f o r that Unit.

XIII. RESOLUTION OF PAST CLAIMS OF NEW YORK, NEW JERS EY, AND CONNECTI CUT 116. The States of New York, New Jersey, and Connec ticutagr ee that this Dec r ee r esolve s all of the following civil claim s that have been or could have been brought against VEPCO for violations at Units at Mount St orm , Chesterf ie ld or Possum Point prio r to the lodg in g of this Decree:

52(A) The Prevention of Significant Deteriorat ion or Non- Attainme nt provisions of Parts C and D of the Clean Air Act, 42 U.S.C. § 7401 et seq. and related st ate p r ovis i o n s; and(B) 40 C.F.R. § 60.1.

XIV. RES O LUTION OF CIVIL CL AIMS OF T H E COMM ONWEAL T H OF VIRGINIA
. 11 7. Claim s Based on Modifications Occurri ng Before the Lodging of D e cree. Subject to the sp e cific lim itations in this Secti on, entry of this D ecree shall reso lv e all civil an d adm i nistrative claim s of the Comm onwealth of Virginia that arose from any m odificati on (physical change or change in the m e thod of operati on, including construction of any ai r pollution control project at any VEPCO System Uni t ) under applicable federa l statutes (S ection 7410 (a )(2 )(C), Part C or D of Subchapter I of the Clean Air Act or 40 CF R Section 60.14) or appli cable state regulations (Article 6 (9 VAC 5-80-1100 et se q.), Article 8 (9 VAC 5-80-1700 et seq.) or A rticle 9 (9 VAC 5-80-2000 et seq.) of Part II of 9 VAC 5 Chapter 80, and provisions of 9 VAC 5, Chapter 50, that are equivalent to 40 C.F.R. § 60.14(a)), and, as to the state regulations, al l applicable predecessor regulations. This Paragraph sh all apply to any m odification co m m enced at any VEPCO System Un i t located in the Commonwealth prior to the date of lodging of this Decr ee. 118. Claim s Based on Modifications after the Lodging of Decree . Subjec t to th e specif ic lim itations in this Sec tio n, entry of this Decre e s h all a l so r es o lve all civ i l and adm i nistrative claim s of the Comm onwealth of Virginia aris ing from any modificatio n (physical change or change in the m e thod of operati on, including construction of any ai r pollution control project at any VEPCO system Unit) under applicable federa l statutes (Section 7410 (a )(2)(C), Part C or D of Subchapter I of the Clean Air Act) or appl icable state regulations (Article 6 (9 VAC 5-80-
531100 et seq.), Article 8 (9 VAC 5- 80-1700 et seq.) or Article 9 (9 VAC 5-80-2000 et seq.) of Part II of 9 VAC 5 Chapter 80 and any successor regulations). This Paragraph shall apply to any modif i cation at any VEPCO System Unit locate d in the Commonwealth com menced on or after lodging of this Decree that is com pl e ted be fore Decem ber 31, 2015, or are thos e that this Consent Decree exp r ess l y directs V E PCO to undertak e. 119. Reopener
. The resolution of the ci vil claim s of the Comm onw ealth of Virginia provided by this Section is subject to the provisions of Se ction XV. 120. General. Each term used in Paragraph 118 that is also a term used und er the Clean Air Act shall m e an what such term m eans under the Act as it existed on the date o f lodging of this Decree.

121. Commonwe a lth' s Authority Re garding NAAQS Exceedances. Nothing in this Sec tio n shall b e con strued to af f ect th e Commonwealth' s authority under applicable federal statutes and applicable state regulations to im pose appropr iate requirem e nts or sanctions on any VEPCO System Unit when e m issions from the plant at wh ich such un it is located resu lt in violation of, or inte rf ere with the attainm ent and mainten ance o f , any a m bient air quality standard, or the plant fails to operate in conform a nce with any appl icable control strategy, includin g any emissions standards or em issions lim itations. 122. Nothing in this Section shall prevent th e Commonwealth from issuing to any VEPCO System Unit a perm it under either Article 5 (9 V A C 5-80-800 et seq.) or Article 6 (9 VAC 5-80- 1100 et seq. ) for the purpose of pres erving the term s and conditions of th is Decree as applicable federal requirem e nts upon the expiration of the Decree.
54XV. RE OP ENING OF VIRGINIAS ’ CL AIMS RESOL V E D BY S ECT ION XIV 123
. B ases for Pursuing Resolved Claim s Across VEPCO Syste m . If V EPCO: (A) Violates Paragraph 5 9 (A) or (B) (VEP CO System -W ide, Inter i m Control of NOx Em issions, 2004 through 2007); or (B) Violates Paragraph 60 (VEPCO Sy stem
- W ide NOx Tonnage L im its 2003 and thereafter: D eclining, System

- W ide Tonnag e Caps); or (C) Violates Paragraph 61 (VEPCO System

- W ide Average NOx Em is sion Rate) in any calendar year (or ozone s eason, as applicable); or (D) Fails by m ore than ninety days to com p lete installation of and comm ence tim ely year-roun d operation of any SCR or FGD require d by Paragraphs 56 or 64 or Sections VIII or IX; or (E) Fails to lim it VEPCO Sys tem SO2 e m issi ons to 203,693 tons or less in each calendar year starting with 2005 and thereafter; then the Commonwealth of Virginia m a y pursue any claim s at any VEPCO Syste m Unit located in the Commonwealth otherwise resolved under Section XIV, where the m odifi cation(s) on which such claim is bas e d was comm enced, under way, or c om pleted within five years preceding the violation or failure specified above, unless such m odification was unde rtaken at an Im proved Unit and commenced prior to the date of lodging of this Consent Decree.

55124. Other Units

. The resolution of claim s of the Co mmonwealth of Virginia in Section XIV shall not apply to claim s arising from m odificatio ns at Other Units loc a te d in the Co mmonwealth
com menced less th an fiv e years p r io r to the oc currence of one or m ore of t he following: (A) One or more m odi fications at such Other Unit comm enc e d after lodg ing of this Decree, individually or collectively, increase the m a xi m u m hourly em ission rate for such Unit for the relevant pollutant (NOx or SO 2) as m easured by 40 C.F.R. § 60.14(b) and (h); o r (B) The agg r egate of all Capital Exp enditures made at su ch Other Un it is in exces s o f $125/KW on the Unit’s Boiler Island (bas ed on the Maxim u m Depen dable Capacity
num b ers in the North Am erican Electric Reli ability Council’s Generating Availability Database for the year 2002) during any of the following five-year periods: January 1, 2001, throug h Decem ber 31 , 2005; January 1, 200 6, through Decem ber 31, 2010; January 1, 2011, thro ugh Decem ber 31, 2015. (Capital Expenditures shall b e m easured in calendar year 2000 constant dollars, as adju s t ed by the McGraw-Hill Eng i neering NewsRecord Construction Cost Index); or (C) Modification(s) comm e nced afte r lodging of this Decree resulting in em issions in cre ase( s ) o f the r elev an tpollutant th at ac tually occurred from any such Other Unit, where such increas e(s): (1) present by them selves or in com b in ation with other sources “an imm i nent and substantial endangerm ent” within the m eaning of Section 303 of the Act, 42 U.S.C. § 7603; or

56(2) cause or contribute to v i olation of a National A mbient Air Quality Standard in any Air Quality Control Area th atis in attainm ent with th at N AAQS;
o r ( 3) cause or contribute to vi olation of a PSD increment; o r (4) cause or contribute to any advers e impact on any for m ally recognized air quality and related values in any Class I area. Solely for purposes of this Subparagraph (C ), (1 ) determ ination of whether th ere is an em issions increase that actually occurred re sulting from m o dification(s) at the Unit must t ake into account any em issions changes relevant to the m odeling dom a in that have occurred or will occur under this Decr ee at othe r VEPCO System Units; an d (2 ) no suc hincre ase f r o m a Unit will b e deem ed to have occurred if annual em issi ons of the relevant pollutant fr om all VEPCO System Units at the plant at which such Unit is located (and treating Mount S t orm and North B ranch as a single plant for th is purpose) do not exceed such plant’s em issions of that po llutant after lodg ing of this Consent Decree, as specified in Paragraph 112. Also, introduction of any new or changed National A mbient Air Quality Stan dard shall n o t, stand i ng alone, prov ide the showing needed under this Subparagraph (C) (1 )-(4) to pursue any claim re solved under S ection XIV. 125. Im proved Units

. The resolution of claim s provided by Section XIV sha ll not apply to a modification (or collection of m odi fic a tions), if commenced after lodging of this Decree, at an Im proved Unit located in the Commonwealth that ind i vidually (or co llectively ) increase the

m a xi m u m hourly em ission rate of that Unit for NO x or SO 2 (as m easured by 40 C.F.R. § 60.14 (b) and (h)) by m ore than ten per cent (10%) of the m a xi m u m hourly emission rate for that Unit.

57XVI. RES O LUTION OF CIVIL CL AIMS OF T H E STATE OF WEST VIRGINIA 126. Claim s Based on Modifications Occurri ng Before the Lodging of Decre e. Subject to the specific lim itations in this Section, entry of this D ecree shall resolv e all civ il claim s of the State of W e st Virginia that arose under applicable federal statut es and regulatio ns (Section 7410 (a)(2)(C), Parts C or D of S ubchapter I of the Clean Air Act or 40 CFR Section 60.14) or applicable state regulations (45CSR13, 45CSR14 and 45CSR19, as well as the provisions of 45CSR16 that are equivalent to 40 CFR Section 60.14(a)) and, as to the state reg ulations, all applicable predecessor regulations, from any m o di fication (physical change or change in the

m e thod of operation, including but not lim ited to c onstruction of any air po llu tion control project at any VEPCO Syste m Unit). This Paragraph shall apply to any m odi fic a tion at any VEPCO System Unit located in W est Virgin ia comm enced pr ior to the date of lodgi ng of this Decree. 127. Claim s Based on Modifications after the Lodging of Decree . Subject t o th e specif ic lim itations in this Sec tio n, entry of this Decre e s h all a l so r es o lve all civ i l claim s of the State of West Virginia arising under a pplicable federal statutes (Sect ion 7410 (a)(2)(C) and Parts C or D of Subchapter I of the Clean Air Act) or a pplicable state regulati ons (45CSR13, 45CSR14 and 45CSR19 and any successor regu latio n s from any modi fication (physical ch ange or chan ge in the

m e thod of operation, including b ut not lim ited to c onstruction of any air po llution control project at any VEPCO system Unit. This P a ragraph shall apply to any m odification at any V E PCO System Unit located in West Virginia comm enc e d on or after the date of lodging of this Decree that is com p leted b efore Decem ber 31, 2015, or is am ong those that this Consent Decree expressly directs VEPCO to undertake.

58128. Reopener
. The resolution of the civ il claim s of the State of West Virginia provided by thi s Sec tionis subje ct to the prov isio ns of Sectio n XVII. 129. General. Each term used in Paragraph 127 that is also a term used und er the Clean Air Act s hall m e an what such term m eans under the Act as it existed on the date of lodging of this Decree.

130. West Virgin ia' s Authority Regarding NAAQS Exceedances. Nothing in this Decre e s h all be construed to affect West Virginia' s authority under applicable federal s t atut es and applicab le state statutes or regulations to im pose appr opriate requirem e nts or sanctions o n any VEPCO System Unit when e m issions from the plant at wh ich such un it is located res u lt in violation of, or inte rf ere with the attainm ent and mainten ance o f , any a m bient air quality standard, or the plant fails to operate in conform a nce with any appl icable control strategy, including any emissions standards or em issions lim itations. 1 31. Nothing in this Section shall prevent West Virginia from issuing to any VEPCO Syste m Uni t a perm it under either 45CSR13 or 45CSR14) for the purpose of pres e rv ing the term s and conditions of this Decree as applicable federa l requirem ents upon the expiration of the Decree.

XV II. REOPENING OF W E S T VI RGINIA’S CLAIMS RESOLVED B Y SE CTION XVI
. 132
. Bases for Pursuing Resolved Claim s Across VEPCO Syste m . If VEPCO: (A) Violates Paragraph 5 9 (A) or (B) (VEP CO System -W ide, Inter i m Control of NOx Em issions, 2004 through 2007); or (B) Violates Paragraph 60 (VEPCO Sy stem
- W ide NOx Tonnage Lim its 2003 and thereafter: D eclining, System

- W ide Tonnage Caps); or
59(C) Violates Paragraph 61 (VEPCO System

- W ide Average NOx Em ission Rate) in any calendar year (or ozone s eason, as applicable); or (D) Fails by more than ninety days to co m p lete installation of and com mence tim ely year-roun d operation of any SCR or FGD require d by Paragraphs 56 or 64 or Sections VIII or IX; or (E) Fails to lim it VEPCO System SO2 e m issi ons to 203,693 tons or less in each calendar year starting with 2005 and thereafter; then the S t ate of W e st Virginia m a y pursue any claim s at any VEPCO Syste m Unit located in the state otherwise resolved under S ection AA, wher e the m odificatio n(s) on w hich such claim is based was comm enced, under way, or com pleted w ithin five years preceding the violation or failure specified above, unless such modifica tion was undertaken at an Improved Unit and
com p leted prior to the date of lodging of this Consent Decree. 133
. Other Units

. The resolution of claim s of the Stat e of W e st Virginia in S ection AA shall not apply to claim s arising fr om m odi fications at Other Units located in W est V irg inia commenced less th an fiv e years p r io r to the oc currence of one or m ore of t he following: (A) One or more m odi fications at such Othe r Unit, individually or collectively, increase the m a xi m u m hourly emission rate for such Unit for the relevant pollu tant (NOx or SO2)
as m easured by 40 C.F.R. § 60.14(b) and (h); or (B) The agg r egate of all Capital Exp enditures made at su ch Other Unit is in exces s o f $125/KW on the Unit’s Boiler Island (bas ed on the Maxim u m Dependable Capacity
num b ers in the North Am erican Electric Reli ability Council’s Generating Availability Database for the year 2002) during any of the following five-year periods: January 1,
602001, throug h Decem ber 31, 2005; January 1, 200 6, through Decem ber 31, 2010; January 1, 2011, thro ugh Decem ber 31, 2015. (Capital Expenditures shall be m easured in calendar year 2000 constant dollars, as adju s t ed by the McGraw-Hill Eng i neering NewsRecord Construction Cost Index); or (C) Modification(s) resulting in em issions in c r ea se(s) of the rele vant pollutant that actually occurred from any such Other Unit, where such increase(s): ( 1) present by them selves or in com b in ation with other sources “an imm i nent and substantial endangerm ent” within the m eaning of Section 303 of the Act, 42 U.S.C. § 7603; or (2) cause or contribute to v i olation of a National A mbient Air Quality Standard in any Air Quality Control Ar ea thatis in attainm ent with th at NAAQS; or (3) cause or contribute to vi olation of a PSD increment; o r (4) cause or contribute to any adverse impact on any for m all y recognized air quality and related values in any Class I area.
Solely for purposes of this Subparagraph (C ), (i ) determ ination of whether the re is an em issions increase that actually occurred re sulting from m o dification(s) at the Unit must take into account any em issions changes relevant to the m odeling dom a in that have occurred or will occur under this Decr ee at othe r VEPCO System Units; an d (i i) no suc hincre ase f r o m a Unit will b e deem ed to have occurred if annual em issi ons of the relevant pollutant fr om all VEPCO System Units at the plant at which such Unit is located (and treating Mount S t orm and North Branch as a single
61plant for th is purpose) do not exceed such plant’ s em issions of that po llutant, as specified in Paragraph 112. Also, introduction of any ne w or changed National Am bi ent A ir Quality Standard shall not, standing al one, provide the showing needed under this Subparagraph (C) (1)- (4) to pursue any claim r e solved under Section XVI. 134. Im proved Units

. The resolution of claim s provided by Section XVI shall not apply to a modification (or collection of m odi fic a tions), if commenced after lodging of this Decree, at an Im proved Unit lo cated in W est Virginia that indi vidually (or collectiv ely) incre a se th e m a xim u m hourly em ission rate of that Unit for NO x or SO 2 (as m easured by 40 C.F.R. § 60.14 (b) and (h)) by m ore than te n percent (10% ) of the m a xi m u m hourly emission rate for that Unit.

XVIII. OTHER PROVISIONS ON ALLOW ANCES AND CREDITS 135
. NO x Credits

. For any and all actions taken by VEPC O to conform to the requirem e nts of this Decre e, VEPCO shall notuse or sell any resulting NO x em ission allowance s or credits in any
em ission trading or m arketing program of any kind; provided, however that: (A) NO x e m ission allowances or credits a llocated to the VEPCO System by the Adm i nistrator of EPA under the Act, or by any State under its SIP in response to the EPA NO x SIP Call, or the EPA Section 126 R u lem aking, or a ny other sim ilar
em issions trading or m a rketing program of any kind, m ay be used by VEPCO and its parent co mpany (Dom inion Resources) o r its subsidiaries or af f iliates to m eet their own federal and/or state Clean Air Act regu lato ry requ ir em ents f o r any air
em issions source owned or operated, in w hole or in part, by V E PCO or Dom i nion Resources, I n c. or its sub sidiarie s or a f f iliates and ;
62(B) VEPCO m a y trade in any fe deral or state program any NO x em issions allowances which are generated from VEPCO’s operating its SCRs, or equiv alent control technology, at Chesterfield Units 4, 5, and 6; or C hesapeake U nits 3 and 4; or any VEPCO Sys t em Unit on which SCR is i nstalled under Section IX (Installing Additiona l Units on VEPCO System Units), either: ( 1) Earlier than required by this Decr ee or other appli cab le law; o r (2) At tim e periods of the year not required by this Consent Decree or by applic able law; or (3)At a 30- Day Rolling Average E m ission Rate that is m o re str i ngent than required by this Decree. (C) VEPCO m a y tr ade in any federal or state program NO x e m is sions allowances which
are generated from VE PCO’s operating its SCRs, or equivalent control technology, at Mt. Storm Units 1, 2, and 3 as follows: ( 1) 100% of NOx allowances generated earlier than required by this Decree or other applicable law; or ( 2) 100% of NOx allowances generated at ti m e periods of the ye ar not required by this Conse n t Decree or b y applicable law; or (3) 50% of NOx allowances generated by achieving a 30-Day Ro lling Average Em ission Rate m ore stringent than required by this Consen t Decree. The rem a ining 50% of the NOx allowances generated m a y be us ed in accordance with Subparagraph A or be retired. 63136. Netting Lim its . Nothing in this Decree sha ll pr ev ent V E PCO from claim i ng creditab l e contem poraneous em issions decreases from e m i ssi on reductions effected by V EPCO prior to the June 30, 2001. For em is sion control actions taken by VEPCO to conform with the term s of this Consent Decree, including, but not lim ited to, improvem e nts to ESPs and FGDs, installation of FGDs, installation of SCRs, and the fuel convers ion of Possum Point Units 3 and 4, any em ission reductions generated up to the leve l necessary to com p ly with the provisions of this Decree (and excluding simple control equipm ent operating re quirem e nts) shall not be consi dered as a creditable contem poraneous em ission decrease for the purpose of obtaining a ne tting credit under the Act’s New Source Review program ; provided, how ever, th at noth i ng in this Decree shall b e construed to prohibit VEPCO’s seeking such treatm ent for dec r eases in em issions resulting from VEPCO’s ceasing com bustion of co al at Possum Point Unit 3 or Possum Point Unit 4, if: (A) Such decreases are use d in VEPCO’s dem onstrating whether the conversion of Possum Point Units 3 and 4 (plus the inst allation of up to two new units 540 M W (nom inal) each, com b ined cycle electric gen e rating units at Possum Point) would result in a net s i gn ificant em issio n s increase; and (B ) VEPCO either (i) ins t a lls and con tinuously operates LAER on Possum Point Units 3 or 4 or (ii) dem onstrat es that the use of natura l gas will resu lt in a net em ission s decrease; an d (C) VEPCO also com p lies with the NOx em issions cap and other requirem e nts in Paragraph 96 for Possum Point Units 3 and 4 un der th is Dec r ee and a l so insta lls SCR controls for NO x on the new com b ined cycle un it(s).
64XIX. PERI ODIC RE P O RTING 137. Com p liance Report

. After entry of this Decree, VE PCO shall subm it to Plaintif f

s a period ic rep o rt, in com p lianc e withAppendix B, within sixty (60) da ys af ter the end of each half of the calen dar year (January throu gh June and July throughDecem ber). 138. Deviations Report

. In addition to the reports requ ired by the previous paragraph, if VEPCO violates or deviates fr om any provision of this Consent Decree, V E P CO shall subm it to Plaintiffs a report on the violati on or deviation within ten (10) business days af ter VEPCO knew or should have known of the event. In the repo rt, VEPCO shall explain th e cau se or causes of the violation or deviation and a ny m e asures taken or to be taken by VEPCO to cure the reported violation or deviation or to prevent such violation or deviations in the future. If at any tim e, the provision s o f the Decree are in cluded in Title V Perm its, consis tent with the requirements for such inclusion in the Decree, then the devi ation reports required unde r applicabl e Title V regulations shall be deemed to satisf yall the requ ir em en ts of this Parag r aph

. 139
. VEPCO’s reports (Periodic and Deviations) shall be si gned by VEPCO’s Vice President of F ossil and Hydro, or, in his or her absence, V E PCO’s Vice President o f Technical Services, o r hig her ranking official, and shall c ontain the following certification: I certify under penalty of law that this inform ation was prepared under my direction o r supervis ion in acco rdance w ith a sys t em designed to ass ure th at qualified personnel prop erly gather and evaluate the inform ation subm itted. Based on my directions and myinquiry of the person(s) who m a nage the system , or the person(s) directly re sponsible for gathering the information, the inf o rm ation subm itted is, to the be st o f myknowledge and belief , true, acc urate, and c o m p lete. I understand that there are significant penalties for m aking m i srepresentations to or m i sleadin g the United States. 140. If any allow a nces are surrendered to any th ird party pursuant to Section VI the third 65party’s certification shall be si gned by a m anaging officer of th e third party’s and shall contain the fo llow ing language: I certify under penalty of law th at _____________ [na m e o f t hird party] will not s e ll, trade, o r oth e rwise ex ch ange any of the allowanc es and will n o t use any of the allowances to m eet any oblig ation im posed by any environm ental law. I understand that there are significant penalties for m aking m i srepresentations to or m i sleadin g the United States.

XX. CIVIL PENAL TY 141. W ithin thirty (30) calendar days of entry of this Consent Decree, VEP CO shall pay to the United States a civ il pen a lty of $5.3 m illion. The civil penalty shall be p a id by Electronic Funds Transfer (“E F T”) to the United States Departm e nt of Justice, in accordan ce with current EFT procedures, referencing the USAO Fi le Nu m ber ____________ and DOJ Ca se Num b er 90-5-2- 1- 07122 and the civil action case nam e and case num be r of this action. The c osts of EFT shall be VEPCO’ s responsibility. Paym ent shall be m a de in acco rd ance with in struct ions p r ovided by the Financ ia l Litigation Unit of the U.S. Attorney’s Office for the Eas t ern Di strict of Virginia. Any funds received after 11:00 a.m

. (EST) shall be cred ited on the next business day

. VEPCO shall provide notice of paym ent, referencing th e USAO File Num ber, DOJ Case Number 90-5-2- 1- 07122 , and the civil action case nam e and case num be r, to the Departm e n t of Just ice and to EPA, as provided in Section XXIX, Paragraph 1 87 (“Notice”). Failure to tim ely pay the civil penalty shall subject VEPCO 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 VEPCO liable for all ch arges, costs, fees, and pe nalties estab lished by law f o r the benef it of a cred itor o r of the United States in securing paym ent.
66XXI. MITIGATION P R OJECT S 142. General

. V E PCO shall subm it for review and a pproval plans for the c ompletion of the Mitig ation Projects des cribed in this Section, co mplying with the schedu les and o ther term s of this Consen t Decree and plans for such Projects approved under this Decree

. In perform i ng these Projects, VEPCO shall spend no less than $13.9 m illion Project Dollars. VEPCO shall m a ke available the full am ountof the Project Dollars required by this Paragraph w ithin one year of entry of this Decree. VEPCO shall maintainfor review by the Plaintiffs, upon request, all docum ents identifying P r oject Dollars spent by V E PCO. All plans and rep orts prepared by VEPCO or by other persons pursuant to the require m e nts of this Section of the Consent Decree shall be publicly available from VEPCO, without charge. No Project Dollars m a y be m a de available or expended to undertake an obligation al ready required by law. 14 3
. Good Faith . VEPCO shall use good f a ith efforts to s ecure as much be nefit as possible for the Project Dollars expended, consistent with th e applic able r equirem e nts and lim its o f this Decree. 144. Other Project Requirem e nts
. In addition to the requirem e nts imposed for each Project specified in this Decree, includ ing Appendi x C and the approved plans, the follo wing requirem e nts shall apply. If VEPCO elects (where such election is allowed) to undertake a Project by contributing f unds to another person or instrum e ntality to carry out the Project, that person or in strum entality m u st, in writing: (A ) id entify its leg al autho r ity for acceptin g such funding, and (B) identify its legal authority to conduct the P r oject for which VEPCO contributes the funds. Regardless of whether VEPCO elects (w here such election is allowed) to undertake
67the Project itself or to do so by contributing funds to another p e rson or instrum entality that will carry out the Project, VEPCO acknowledges that it sha ll rece ive cr edit f o r ex penditur e of such funds as Project Dollars only inaccordance with the approved plans. Provided however, that when VEPCO elects to undertake a P r oject by prov iding funds to a State or an y instrumentality thereof, VEPCO shall receive credit for any tim ely expenditure of funds upon transfer of such funds to such State or instrum e ntality thereo f, as long as the VEPCO provides paym ent in accordan ce with Appendix C and th e approved plan. VEPCO shall certify, a s part of the proposed plan subm itted to the Plaintiffs for any c ontem plated Project, that no perso nis requ ired by any law, other than this C onsent Decree, to perform the Pr oject describ ed in the proposed plan. W ithin sixty (60) days following the co m pletion of each approved Project, VEPCO shall subm it to the Plaintif f

s a report thatdocum ents the date that all a spects o f the projec t were im plem ented, VEPCO’s results in co mpleting th e project, including the em i ssion reductions or other environm ental or health benefits achieve d, and the Project Dollars exp ended by VEPCO in im ple m enting the Project. Based on consideration of these reports and th e approved plans, and any other available, relevant in formation, the United States (aft er consultation with the other Plaintif f

s) will advise V E PCO whether the Pro j e ct has m et th e requirem ents of the Decree. VEPCO shall subm it the required plans for, and com plete, each Project, as approved by the United States, and by any other Plaintiff within whose territory a Projec t would be implem ented, all a s spec if ied f urther in Appendix C to this Decree.

68XXII. STIPULATE D P ENALTIES & ALLOWANCE OR CREDIT S U RRE NDE RS 145. W ithin thirty (30) days af ter written dem and from the United States, and subject to the provisions of Sections XXVI (“Force Majeur e”) and XXVII (“Dispute Reso lution”), VEPCO shall p ay the f o llowing stipulat ed pen alties to the United Stat e s (and sur r e nder the sp e cif ied
num b er of em ission allowances or credits) for ea ch f a ilure byVEPCO to com p ly with the te rm s of this Consent Decree, as follows. 146. For each violation of each lim it, rate or rem oval efficiency th at is m e asured on a 30-d a y Rollin g Average or shorter av eraging period im posed on NO x , SO 2 , and PM under Sections IV, V, VII, V III (“Possum Point” ), and I X (“Inst a l lin g Additiona l Contro ls on VEPCO System Units”) : (A) less th an 5% in excess of the lim it: $2,500 per day per vio l ation; (B) equa l to o r g r eater th an 5 % in excess of the lim it: $5,000 per d ay per violation; (C) equal to o r g r eater th an 1 0 % in exces s of the lim it: $1 0,000 per day per violation. (D) For failure to m eet any VEPCO Sy s t em - W ide em issions requirem ent (Paragraph 59(A) and (B) “VEPCO System : Interim Contro l of NOX Em issions: 2004 through 2007; Para gra ph 60”VEPCO Syste mNOX Li mits 2003 and thereafter: Declin ing , System

- W ide Tonnage Caps; and Paragraph 61 VEPCO System – W i de, Annual Av erage NOX E m ission Rate): $5,000 per ton for the first 100 tons resulting fr om the violation, and $10,000 per ton for each additio nal ton resulting from the violation.
69147. Other Specif i c Failures . For f ailure to: (A) insta ll tim ely and comm ence operation tim ely of SC R on each Unit (each SCR installation) sp ecif i ed in Sectio n IV, Paragraph 56 (“Unit- Specific S CR Installations and Annual Perform a nc e Re quirem e nts”): (i) $10, 000 per day, per violation, for the first 30 days; and (i i) $27,500 per day, per violation, thereafter. (B) com plete any FGD i m pr ovem e nts or insta llation needed to m eet em ission lim its im pos ed under Section V, Paragraph 64 (“Construction, Upgrading, and Re m oval Efficiencies Required or on F GDs Serving Clov er Units 1 and 2, Mount Storm Unites 1, 2, and 3, and Chesterfiel d Units 5 and 6"): (i) $ 10,000 per day, per violation, for the first 30 days; and (ii) $20,000 per day, per violation, thereafter. (C) surrend er tim ely the annually-required 45,000 SO 2 Allowanc es sur r end e r under Section VI : $27,500 per d ay, p e r vio l ation plus the surren der 100 addition al SO 2 Allowances per day per violation. (D) tim ely transfer the annually -required surrender of 45,000 SO 2 Allowances by VEPCO to any third party under Section VI : $27,500 per day, per violation plus the surrender 100 additional SO 2 Allowances per day per vi olation. (E) com p ly with any req u irem ent in this Consent Decree r egard ing the use of any SO 2 or NO x allowances or credits : s urrende r thr ee tim es the allowance s or cred its handled in violation of the requirement. (F) com p lete tim ely the proper in sta l lation of all equipm ent called for under Section VII (PM Em ission Reductions and Controls) or under any plan or
70subm ission approved by EPA under Section VII : (i) $ 10,000 per day, per violation, for the first 30 days; and (i i) $20,000 per day, per viol ation, thereafter. (G) conduct a required stack test of PM em issions on each V EPCO Sys t em Unit where such test is required under Section VII : $1,000 per day, p er violation. (H) Subm it tim ely and com p lete reports called for under Section XIX (“Periodic Reporting”) : $1,000 per day, per violation. (I) Com p lete any funding for any of th e Projects describ e d in Section XXI (Mitigation Projec ts) : $1,000 per day, per violatio n for the first 3 0 days; and $5,000 per day, per violation thereafter. 148. Violations o f any lim it based on a 30 -Day Rollin g Average c onstitutes th irty (30) days of violation but where sucha violation (for the sam e pollutant and from the sam e Unit or source) recurs within p er i ods les s thanthirty (30) days, VEPCO shall notbe obligated to pay a daily stipula ted penalty, for any day of the recurrence for which a stipul a ted penalty has already be e n paid.

XXIV. AC CESS, AND INFORM ATION COL LECTION AND RETE NTION 149. Access, Insp ection, Investigation

. Any authorized represen tative o f EPA, i ncluding independent contractors, upon pres entation of credentials, shall have a right o f entry upon the prem ises of any facility in the VEPCO System atany reasonable tim e and for any reasonable purpose regarding m onitoring com p liance with the provisions of this Cons ent Decree, includ ing inspecting plant equipment and inspecting and c opying all records m a intained by VEPCO required by this Consent Decree. VEPCO shall reta in such records for a period of fifteen (15)
71years from the date of entry of this Consent D ecree. Noth ing in this C onsent Decree shall lim i t any inform a tion-gathering or inspection author ity of EPA under the Ac t, including but not lim ited to Section 114 of the Act, 42 U.S.C. Section 7414. XXV. COORDINATION OF E N FO RC EMENT & DISPUT E RESOLU TION 150. United States - E n forcem ent and Dispute Resolution . The United States m a y enforce any and all requirem e nts of this Decree and m a y invoke dispute resolution provisions of this Decree as to any requirem ent of this Decree to which di sp ute reso lutio napplies and al so m a y participate in adjudication of any claim of Force Ma jeure m a de by VEPCO or any other Party. 151. VEPCO - Dispute Resolution

. VEPCO may invoke the disput e res olution provisions of this Decree over any req u irem ent of this Decr ee to which dispute resolution applies. 152. States - Enforcem ent
. Consi s tent with Section XXV, The State of New York, New Jersey, or Connecticut, or any com b inati on of them , may enforce only the following requirem e nts of this Decree: (A) those requirem e nts imposed directly on a Unit at Mount Storm , Ches terfield , and Possum Point; (B) any or all of the following VEPCO System

- W ide requirem ents: Section IV Paragraph 59 (“Interim NO x Em issions for VEPCO Syste m ” ) , Paragraph 60 (“VEPCO S ystem NO x Declining T onnage Caps ”) and Paragraph 61 (“NO x System

- W ide Average E m ission Rate”] and Section VI, Paragraph 71 (Annual Surrender of SO 2 Allowances); and (C) those requirem e nts involving tim el y and proper perform a nce of De creem a ndated mitig ation p r o j ects (Sec tio n XXI and Appendix C).
72153. The Commonwe a lth of Virginia and the St ate of W e s tVirginia may enforce all of the requir em ents of this Dec r ee app licab le to VEPCO units with in the i r r esp ectiv e jur i sd ictions, incl uding the system -wide cap. 154. States - Dispute Resolution

. The States of New York, Ne w Jersey, Connecticut, Virginia, or W e st Virginia, or any com bination of th em , may invoke dispute re solution only over those Decree requirem ents that such State could enfo rce under this Decree a nd m ay participate as a plaintiff in any m a tter in which VEPCO assert s F o rce Majeure under th is Decree only if the

m a tter concerns a requirem e nt which such State could have enforced unde r the term s of this Decree. Notwithstand i n g the preced ing senten ce, the States of New York, New Jersey, Connecticut, Virginia, or W e st Virginia, or any com b ination of them , ma y participate as a plaintiff in any m a tter in whic h VE PCO asserts force m a jeure unde r this Decree, to the extent that resolution of the leg al iss u e(s ) at stake in that m a tter would affect the abil ity of New York, New Jersey, Connecticut, Virginia, or W e st Virgin ia to enforce any of the requ irem e nts specified in Paragraphs 152 and 153_of this Section. 155. Consultation Among Plaintiffs

. Absent exigent circum stances, the United States, New York, New Jersey, Connecticut shall consult prio r to enforcing a requirem e nt un der this Decree or prior to invoking Dispute Reso lution (Section ) for any issue, which the gi ven State could enforce und er th is Decree. Absent exigent circ um stances, the United States, Virginia, and W e st Virginia shall consult prior to enforcing a requi rem e nt under this Decree or prior to invoking Dispute Resolution (Section XXVII) for any issue which the given State could enforce under this Decree. If such consultation reveals that, fo r any reason, the United States does not intend to
73participate, in the first instance, in either the Decree enforcement or invocation of Dispute Resolution contem plated by New Yo rk, New Jersey, or Connecticut, Virg ini a, o r W est Virgin ia then the con sultation req u ired by this Section is n o t satisf ied un til af ter “Se n ior Manag e m ent Level Of f i cials” of Unite d States con sult with th e “Senior Managem e nt Lev el Officials” of each Plaintiff intending to enf orce a requirem e nt unde r the Decree or to i nvoke dispute resolution under it. The United States shall undertake such consultation and shall complete it within twenty-eight (28) days af ter th e consu ltation with the States an d the Unit ed States d e m o nstrates that the United States do es no t in tend to partic ipate in the activ ity contemplated by one or m ore of the States. Only for purposes of the cons ultation requirement of this S ection , “Senior Managem e nt Level Official” m eans: (A) For the United States: Director of th e Office of Regulatory Enforcement, U.S. EPA Office of Enforcem ent and Com p liance Assurance, and Chief of the Environm ental Enforcem ent Section, U.S. DOJ Envir onm ent & Natural Resources Div ision; (B) For New York: Chief of the Environm enta l Protection B ureau, Office of the Attorney General of the State of New York; (C) For New Jersey: Assistant Attorney Gene ral in Charge of Environm e ntal Protection, Office of the Attorney G e neral of the State of New Jersey; (D) For Connecticut: D i rector of the Envir onmental Departm e nt, Office of the Attorney General for the State of Connecticut ; (E) For Virginia: Director of the Envir onm ental Unit, Special Prosecutions Section, Public Safety and Law Enforcem ent Divisi on, Office of the Attorney General of the Commonwe a lth of Virginia; and
74(F) For W e st Virgin ia : Directo r of th e Division of Air Quality, W e st Virginia Departm e nt of Enviro nmental P r otection 156. Confir m a tion of Consultation

. Contem poraneous with any filing to e nforce the Decree or to invoke Dispute Resolution (Section XXVII), the m oving Plaintiff shall serve o n VEPCO a written stat e m ent noting that the cons ultation r equ ired by this Section ha s been com p leted, unless Plaintiff is relying on the “exig ent circum stances” excep tion of this Section. If a Plaintiff invokes the “exigent circum stances” exception in lieu of completing this cons ultation process, that Plaintiff m ust then serve on VEPCO an expl anation of the need for acting in advance of
com pleting such consultation. “Exigent” is intend ed to have its norm a l meaning when used in this Section of the Decree, and relian ce by a Plaintiff on this excep tion is subject to review by the Court. XXVI. F O RCE MAJE URE 157. General . If any event occurs which causes or m a y cause a delay in co m plying with any provision of this Consent Decree orcauses VEPCO to be in viol ation of any provision of this Decree, VEPCO shall notify the Plaintiffs in wr iting as soon as practic able, but in no event later than ten (10) business da ys following the date VEPCO fi rst knew, or within ten (10) business days following the date VEPCO should have known by the exerc ise of due dilig ence, th at the event caused or m ay cause su ch delay or v i olation, whic hever is earlier. In this notice, VEPCO shall r e f e rence this Parag r aph of this Consent D ecree and describe the antic ipated length of time the de lay or violation m a y persist, the cause or causes of the delay or violation, the m easures taken or to be taken by VEPCO to prevent or m i nim i ze the delay or violation, and the schedule by which those m e asures will be im ple m ented. VEPCO shall
75adopt all reasonable m easures to avoid or m i ni m i ze such delays and prevent such violations. 158. Failure of Notice . Fa ilur e by VEPCO to com p ly withthe notice requirements of this Section shall render this Section voidable by th e Plaintiffs authori zed under Sec tions XXV (Coordination of Enforcem ent and Di spute Resoluti on) to enforce a Consent Decree requirem e nt against which VEPCO could interpose the force m a jeure assertion in question. If voided, the provisions of this Section sh all have no effect as to th e particular event involved. 159. Plaintiffs’ Response . The Plaintiffs authorized un der Sections XXV (Co or dination of Enforcem ent and Dispute Resolution ) to enfor ce a Consent Decree requirem e nt against which VEPCO could interpose the force m a jeure assertion in question sh all notify VEP CO, in writing, regarding VEPCO’s claim of a delay in perform ance or violation within fifteen (15) business days after completion of procedures specified in Section XXV (“Enforcement Coordination”). If the Pla i ntif f

s agree that the delay in perf orm an ce or the v i olat ion has been or will b e c aused by circum stances beyond th e contro l of VEPCO, in cluding any entity contro ll ed by VEPCO, and that VEPCO could not have prevented the delay through the exercise of due d iligence, the parties shall s tipu l ate to such relief as appro priate, wh ich shall usually be an extension of the required deadlin e(s ) for every req u irem ent affected by th e delay for a period equivalent to the delay actually caused by such circum stances. Such stipul ation shall be filed as a m odification to this Consent Decree in order to be effective. VEPCO shall no t be liab l e f o r stipula ted p ena lties f o r the period of any such delay. 160. Disagreem ent
. If the Plaintiffs authorized under Sections X XV (Coordination of Enforcem ent and Dispute Resolution ) to enfor ce a Consent Decree requirem e nt against which VEPCO could interpose the force m a jeure asse rtion in question, do not accept VEPCO’s claim
76that a d elay or violation has been or will be c aus ed by a Forc e Majeur e e v ent, or do n o t accep t VEPCO’s proposed rem e dy, to avoid the im position of stipulated penalties VE PCO m u st subm it the m atter to this Court f o r reso lution by f iling a p etition f o r d eterm ination

. O nce VEPCO has subm itted th e m a tter, the United States, and other Plaintiffs as provided in Para graph 1 59, shall have fifteen (15) business days to file a response(s). If VEPCO subm its the m atter to this Court f o r resolutio n, and the C ourt de term ines thatthe delay in perform a nce or violation has been or will be caus ed by circum stances beyond the co ntrol of VEPCO, including any entity contro lled by VEPCO, and that VE PCO could not have preven ted the delay or violation by the exercise of due diligence, V EPCO s hall be excused as to that event(s) an d delay (including stipulated penalties o th erwise app l icable ), but o n ly f o r th e period of tim e equivalent to the delay caused by such circumstances. 161. Burden of Proof

. VEPCO shall bear the burden of pr oving that any delay in perform a nce or violation of any requirem e nt of this C onsent Decree was caused by or will be c aus ed by circum stances beyond its control, including any en tity controlled by it, and tha t VEPCO could not have prevented the delay by the exercise of due diligence. VEPCO sha ll also bear the burden of proving the duration and extent of any delay( s) or violation(s) a ttr ibutable to such circum stanc es. An exte nsion of one com p liance date bas ed o na particular ev ent m ay, but will not necess a rily, result in an extens ion of a subsequent com p liance date. 162. Events Excluded

. Unanticipated o r increas ed cos t s or expen s es associate d with the perform a nce of VEPCO's oblig ations under this Consent D ecree shall not constitute circum stances beyond the control of VEPCO or serv e as a basis for an extension of tim e under this Sec tion. However, failure of a perm itting authority to iss u e a neces sary perm it in a tim ely
77fashion m ay constitute a Force Majeur e event wher e the f ailure of the permitting autho r ity to act is beyond the control of VEPCO, and VEPCO has taken all steps availabl e to it to obtain the necessary perm it, including, but not lim ited t o, subm itting a com p lete perm it ap plication, 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, an d pr osecutin g appeals of any allegedly unlawful term s and conditions im posed by the perm itti ng authority in an expeditiou s fashion. 163. Potential Force Majeure Events . The parties agree that, depending up on the circum stances related to an event and VEPCO’s response to such circum s t ance s, the kinds of events listed below could qualify as Force Maje ure events: constructi on, labor, or equipm ent delays; acts of God; Malfunction fo r PM as m a lfunction is defined in 40 C

. F.R. 60.2; and orders by governmental officials, acting under and authori zed by applicable law, that direct VEPCO to supply electricity in response to a legally declared, system -w ide (or state-wi de) em ergency. 164. Prohibited Inferences

. N otwithstanding any other provisi on of this Consent Decree, this Court shall not draw any inferen ces nor establish any presumpti ons adverse to any party as a result of VEPCO delivering a noti ce pursuant to this Section or th e parties' inability to reach agreem ent on a dispute under this Part. 165. Extended Schedule

. As part of the r esolution of any m atter s ubm itted to this Court un der this Sec tion, the Partie s by agreem ent with app r oval from this Court, or this Court by order, m a y, as allowed by law, extend the schedule for co m p letion of work under th is Consent Decree to account for the delay in the work that occurred as a result of any dela y or violation. V E PCO shall b e liable f o r stipu l ated penalties f o r its f ailu re thereafter to com p lete the work in a ccordanc e with the extended schedule.
78XXVII. DISPUTE RESOLUT ION 167. Scope of Disputes Covered and Elig ibility of Partie s to Participate . T he dispute resolution procedure provided by this Section sh all be availa ble to resolv e all d i spute s aris ing und er th is Consent Decree, except as provi ded in Section XXVI (“Force Ma jeure”) or in this Section, provided that the Party m a king such applicati on has m a de a good faith attem p t to resolve the

m a tter with the other Parties. Invocation and part icipation of this Section a lso shall be done in
com pliance with Section XXV (“Coo r dination of Enforcem en t and Disput e Resolution”). 168. Invocation of Procedure

. The dispute resolution proce dure required herein shall be invoked by one Party to this C onsent Decree giving written noti ce to another advising of a dispute pursuant to this Secti on. The notice shall desc ribe the nature of the dispute and shall sta t e the no ticing party' s position w i th regard to s uch dispute. The Party receiv i ng such a notice shall acknowledge receipt of the notice, and the parties shall expe ditiously sched ule a m eeting to discuss the d i spute inform ally not later than four teen (14) d a y s following recei p tof such notice. 169. Inform al Phase

. Disputes subm itted to dispute r e solu tion un der th is Section shall, in the first instance, be the subject of inform al negotia tions am ong the parties. Such period of infor m al negotiations shall no t extend beyond thirty (30) calendar days from the date of th e first m eeting
am ong the Parties’ representativ es unless they agree to shorten or extend this period. 170. Form al Phas e . If the Parties are unab l e to r each agreem ent during th e inform al negotiation period, the P l aintiffs, shall provide V E PCO with a written summary of their position regarding the dispute. The written position provi ded by the P l aintiffs shall be considered binding unless, within thirty (30) calendar days thereaft er, VEPCO f iles with this Court a pe titio n that
79describes the nature of the dispute and seeks resolution. The Plaintiffs m a y respond to the petition within forty-five (45) ca lendar days of filing. Where the nature of the dispute is such that
a m o re tim ely resolution of the i ssue is required, the tim e pe ri ods se t out in this Section m ay be sh o rtened u pon succe ssf ul m o tion of one of the parties to the dispute. 171. Prohibited Inference

. T his Court shall not draw any inferences nor establish any presum ptions adverse to either party as a result of invocation of this S ection or the parties' inability to reach agreement. 172. Alteration of Schedule

. As part of the re solution of any dispute under this Section, in appropriate circum stances the parties m a y agree, or this Court m a y order if warranted by law, an extension or m odificatio n of the schedule for completion of work under this Consent Decree to account for the delay that occurred as a result of dispute resolution. VEPC O shall be liable for stipulated p e nalties f o r its f ailure ther eaf ter to co mplete the work in acc ordance with the extended or modified schedule. 173. Applicable Standard of Law

. The Court shall decide all disp utes pursu ant to applicable principles of law for resolving suchdisputes; provided, however, that the parties reserve their rights to argue for what the applicab le standard of law should be for resolving any particular dispute. Notwithstanding the preced in g sentence o f this Paragraph, as to d i sputes involving th e subm ittal for review an d approval u nder Section VII, the Co urt shall sus t ain the position of the United States as to disputes i nvolving PM CEMs, any Po llution Control Upgrade Analysis, and optim ization m easures for PM that should be undertaken – unless VEPCO dem onstrates that the pos ition of th e United Stat e s is arb i traryor capriciou s.

80XXVIII. SALES OR TRANSFERS OF OW NERSHIP INTERESTS 174. Joint and Several L i ability By Tr ansfer of Certain VEPCO Prop erty . If VEPCO proposes to sell or transfer any of its real property or operations subject to this Consent Decree, VEPCO shall adv i se th e purchaser or transferee in writing of the existence o f this Consent Decree prior to such sale or tr ansfer, and shall send a copy of such writte n notification to the Plaintiffs pursuant to Section XXI X, Paragraph 187 (“Notices”) at least sixty (60) days before such proposed sale or transfer. Before closing such purchase or transfer, a m odification of this Consent Decree sh all m ake the purchaser or tran sferee a party defendant to this Decree and jointly and s e vera lly liab le with VEPCO f or a ll the requirem ents of this D ecree that m ay be applic able to the transf e rred or purchased property or operati ons, including joint and several liab ility with VEPCO f o r all Unit- sp ecif i c requirem e nts and all VEPCO System

- W ide requirem e nts, nam e ly: VEPCO Sys t em - W ide Annual Avera ge Em ission Rate for NO x (Section IV), SO 2 Allowance surrenders (Section VI), and VEPCO Sys t em NO x annual t onnage caps (Section IV) . 175. Option for Alternative Reque st on System

- W ide obligations . VEPCO m ay propose and the United S t ates m a y ag ree to restrict the scope of jo int and several liability of any purchaser or transferee for any VEPCO System -W id e obligations to the extent such obligations

m ay be adequately separated in an en for ceable m anner using the m ethods provided by or approved under Section X (“Perm its”). 176. Option for Alternative Request on Particular VEPCO Syste mUnits . VE PCO also

m a y propos e, and the U n ited States m a y agree to execute, a modification that transfers responsibility for com p leting Decree-required capital im prove m ents from VEPCO to the
81purchaser of property at which the capital im provem e nt is required. 177. Standard for Reviewing a VEPCO Request

. Liability transfers s ought by VEPCO under this Section of the Decree sh all be granted by the United States (or by all the Plaintiffs, as app lic able ) if the relev an tPlain tif f

s agree th at: (A) The purchaser o r transferee has appropriate ly contra cted with VEPCO to assum e the obligations and liab i litie s applicable to the Unit; and (B) VEPCO and the purchaser or tran sfer ee ha ve properly allo cated any em ission allowance, credit requirem ent, or othe r Decree-imposed obligation on the VEPCO System , whi c h also im pl icates the U n it to b e tran sferred. In the case o f transfers of VEPCO System Units at Chesterfield and/or Mount Storm , VEPCO’s scope of liab ility f o r eith er VEPCO System -W ide requirem e nts or for Decree-required capital im prove m e nt on Units at those plants shall not be transferred unless the States of New York, Ne w Jerse y, and Connecticutconcur with the Unit ed States’ d eterm ination to accep t liability of only the purchaser or transferee, as opposed to joint and several liability be tween VEPCO and the purch aser. 178. No lim it on contractual allocation of res ponsibility that does not affect rights of the Pla i ntif f

s . This Section of the Decree sh all no t be construed to im pede V EPCO and any purchaser or transferee o f rea l property or operations subject to this Decree from contractually allocating as between them selves the burdens of com p liance with this De cree, p r ovid ed that bo th VEPCO and such purchaser or transf eree sh all rem a injointly and sever ally liab l e to th e Plain tif f

s for those obligations of the Decree s pecified ab ove, absent approval und er this Section of a VEPC O request to a llocate liability.
82XXIX. GE NERAL PR OVISIONS 179. Effect of Set tlem e nt
. This Consent Decree is no t a perm it ; c o m p liance with its term s does not guarantee com p liance with all appl icable Federal, State, or Local laws or regulations. 180. C rim inal Liability

. This Consent Decree does not a pply to any claim ( s) of alleged cri m inal l iab ility, which are r eserv ed, nor to any c laim s resolved and then reope ned under the term s of this Decree. 181. Lim itation on Procedural Bars to Other Claim s . In any subsequent adm i nistrative or judicial action initiated by Pl aintiffs for injunctive relief or civil penalties relating to the facilities co vered by th is Consent Decree, VEP C O shall not assert any defense or claim based upon princip l es of waiver, res judi cata, collateral estoppel, iss u e preclusio n , claim splitting, o r other defense based upon any contention th at th e claim s raise d by th e Plaintiffs in the subsequent proceed ing were brough t, or should have been brought, in th e instan t case; provid e d, h owever, that nothing in this Paragraph is intended to affect the validity of Sections XI through XVII (Resolution of Certain Civil Claim s). 182. Other Laws
. Except as specifically provided by this Consent D ecree, nothing in this Consent Decree sha l l re lieve VE PCO of its oblig ation to com p ly with all app lic ab le Feder al, State, and L ocal laws and regulations. Subject to Sections X I through X V II, nothing contained in this Consent Decree shall be construed to pr ev ent or lim it the Plain tif f

s ’ righ ts to o b tain penalties or injunctive relief under th e Clean Air Act or other federal, state, or local statutes or
83regulations. 183. Third Parties

. This Consent Decre e does not limit, en large, o r affect the rights of any party to this Consent Decree as against any third parties. 18 4. Costs
. Eac h party to this ac tion shall bear its own costs and atto rneys' fees. 185. Public Docum e nts
. All inf o rm ation and docum ents subm itte d by VEPCO to the United States or the other Plaintiffs under this Consent Decree shall be subject to public inspection, unless subject to lega l privileges or protection or id entified and supported as business
co nfident ial, under appli cable law. VEPCO m a y not seek s u ch protection con cern i ng subm ittals requir ed by the Decree th at conce rn m itigation p r ojec ts (Se ction XXI). 186. Public Comm ent
. The parties agree and acknowle dge that final approval by the United States and entry of this Consent Decree is subject to the policy statem ent reproduced at Title 28 C.F. R. § 50.7, which prov ides for notice of th e lodgin g of this Consent Decree in the Federal Register, an opportunity for public co mm e nt, and the right of the Un ited States to withdraw or withhold consent if the comments disclose facts or consideration s which indicate that the Consent Decree is inapp r opriate, im proper, or inadequate. 187. Notice

. Unless otherwise provided herein, notifications to or communications with the Plaintif f

s or VE PCO shall be deem ed subm itted on the date they are postm ar ked and sent e ithe r b yovernigh tm ail, return rece ipt r equ ested, or by certified or r egistered m ail, r eturn receipt requested. Except as otherwise provided herein, whenwritten notif ication to o r communication with the Plaintiffs or VEPCO is required by the term s of this Consent Decree, it shall be addressed as follows:

84For the United States of Am erica : Chief Environm ental Enforcem ent S ection U.S. Departm e n t of Just ice P.O. Box 7611, Ben Franklin Station Washing ton, D.C. 20044-7611 DJ# 90-5-2-1-07122 – and – Directo r , Air Enforcem ent D ivisio n Office of Enforcem ent and Com p liance Assuran c e U.S. Environm ental Protection Agency Ariel Ri os B uilding [2242A] 1200 Pennsylvania Avenue, N.W
. Washington, DC 20460 – and – Regio nal Adm i nistrator U.S. EPA Region III 1650 Arch Stree t Philadelphia , PA 19106 For Comm onwealtho f Virginia : Directo r Virginia Departm e nt of Environm ental Quality 629 East Main Street P.O. Box 10009 Richm ond, VA 2 3 240-0009 For State of West Virginia : Directo r , Division of Air Qua lity Departm e nt of Environmental Protection 7012 MacCorkle Avenue SE Charleston, WV 25304 For State of New York : Bureau Chief Environm ental Protection Bureau New York Attorney General's Offic e 85120 Broadway New York, New Y o rk 10271 For State of New Jersey : Adm i nistr ator Air and Environm ental Quality Co mpliance an d Enf o rcement P.O. Box 422 401 Eas t State Street, Floor 4 Trenton, NJ 08625 – and – Section Chief Environm ental Enforcem ent Division of Law P.O. Box 093 25 Market S treet, 7th Floor Trenton, NJ 08625 For State of Con necticut : Departm e nt Head Environm ental Protection Departm e nt Connecticut Attoreny General’s O ffice 55 Elm Street Hartford, CT 0610 6 For VEPCO : Senior Vice President – Fossil and H ydro Dom i nion Energy – Dom i nion Generation 5000 Dom i nion Boulevard Gl enn All en, VA 23060 Any Party may change either the notice recipient or the address for provid ing notices to it by
serv ing a ll o ther parties with a notice sett ing forth such new notice recipient or address. 188. Procedure f or Modification

. There shall be no m odification of this Decree unless such m odifi cation is in writing , is f iled with the Court, and eithe r : (a) bears the written approval of all of the Parties and is approved by the C ourt, or (b) is o therw ise a llowed by applic able law. 86189. Continuing Jurisdiction

. The Court shall retain jurisdiction o f this case af ter entry of this Consent Decree to enforce compliance with the term s and conditio ns of this Consent Decree and to take any action necessary or ap propriate for its interpretation, co nstruction, execution, or m odification. During the term of th is Consent D ecree, any party m a y apply to the Court for any relief necessary to constr ue o r effectuate this Consent Decree. 190. Com p lete Agreem ent
. This Consent Decree cons titutes the f i nal, com p lete, and exclusive agreem ent and understanding am ong th e parties with respec t to the s ettlem e n t
em bodied in this Consent Decree. T h e partie s acknowledge that there are no representations, agreem ents, or understandings relating to the settlem e nt other than those expre ssly contained in this Consent Decree, including Appendices A (“ Coal-Fired Steam -Elect ric Generating Units Constituting the VEPCO System ”), B (“Consent Decree Rep o rting Form ”), and C (“ Mitig ation Projects that Shall be Comple ted Under this VEPCO Consent Decree”). Appe ndices A through C are inco rp orated into and part of this Consent Decree 191. Non-Severability Absent Re-Adoption by the Parties

. If this Consent Decree, in whole or in part, is held invali d by a court vested with jurisdicti on to m a ke such a ruling, and if such ruling becom e s a fi nal judgm ent, then after entry of such final judgm e nt, no Party shall be bound to any undertak ing that would com e due or have continued under this Decree after the da te of th at f i nal judgm e n t, and the Decree shall be void from the entry o f such final judgm ent. At any tim e, upon consent of all the Parties, the Parties m a y preserve that portion of this Decree not held inv a lid by ag reeing, in a writing subm itted to th is Court, to k eep in force that portion of this Decr ee not held inv alid. 192. Citations to Law
. Except as expressly provide d otherwise by this Decree,
87provisions of law expressly cited by this Decree shall b e con strued to m e an the provision cited as it i s defin ed under law. 193. Meaning of Term s . Eve ry term expressly define d by this Decree shall have the

m eaning given to that term by this Decree, and every other term used in this De cree that is a term used under the Act or the regulations im ple m enting the Act shall m ean in this Decree what such term m eans under the A ct or those regulations. 194. Calculating and Measuring Perform a nce . Perform a nce standards, em issions lim its, and other quantitative standards set by or unde r this Decree m u st be m et to the num b er of signif i cant d i gits in whic h the standar d or lim it is expressed. Thus, for exam ple, an Em issions Rate of 0.090 is not m et if the actual Em issions Rate is 0.091. VEPCO shall round the fourth significant digit to the nearest th ird significant digit, or the thir d significant digit to the second significant digit, depending upon whether the limit is expressed to two or thr ee significant digits. Thus, for exam ple, if an actual Em issions Rate is 0.0904, that shall be repo rted as 0.090, and shall be in com p liance with an Em i ssions Rate of 0.090, and if an actual Em iss ions Rate is 0.0905, that shall be reported as 0.09 1, and shall not be in complian ce with an Em issions Rate of 0.090. VEPCO shall collect and report data to th e num ber of significant digits in which the standard or lim it is expressed. As otherwise ap p l icable and un less th is Decree exp r ess l y direc t s oth erwise , the calcu latio nand m easurem ent pro cedures established under 40 C.F.R. Parts 75 and 76 apply to the m easurem ent and calculation of NO x and SO 2 under this Decree. 195. Independent Requirem e nts
. Each lim it and / or other requirem e nt established by or under this Decree is a separate, independent requirem e nt. 196. Wr itten Statem ents to be Sent to all P l aintiffs

. Notwithstanding any other
88provision of this Decree, VEPCO shall supply to all Parties to this Decree all notices, reports, applications, elections, and any other written statem ent that the Decree requires VEPCO to
su pply to any Party to the Decree. 197. Applicable Law on Data Use Still Applies . Nothing in th is Consent Decree a lte rs or waives any applicable law (including, but not lim ited to, any defenses, entitlem e nts, or clarifications related to the Credible Evidence R ule (62 Fed. Reg. 8314, Feb. 27, 1997)) concerning use of data for any purpose under the Act, generated by the reference m e thods
s pecified herein or otherwise.

XXX. CONDITIONAL TERMINATION OF E N FOR C EM ENT, C O NTIN UATION OF TERMS, AND FIRST RESO RT TO TITLE V PERMIT 19 8. Term ination as to Com p l e ted Tasks

. As soon as V EPCO completes any elem ent of

cons truction requir e d by this Decr ee or com p le tes any req u irem ent thatwill no t re c ur, VEPCO
m ay seek term ination of that portion of the Decree that dictated such requirem e nt. 199
. Conditional Term ination of En forcem en t through Consent Decree

. Once VEPC O: (A) believes it has su cce ssf ully completed and comm enced successful operation of all pollution controls (new and upgr ades) required by Decree; (B) holds fin al, Title V Perm its -- cov ering a ll Units in th e VEPCO S ystem -- that inc l ude as enforceab le perm it term s all of the perform ance and other requirem ents for the VEPCO Sys t em as required by Section X (“Permits”), and (C) certifies that th e date is later than Decem ber 31, 2015; then VEPCO m a y f ile a notice with the Court of these facts. Unless within forty-five 89(45) days after VEPCO files such a notice, any Plaintiff objects to th e accuracy of that notice, enforcem ent based on Decree violations th at occurred after th e filing of the notice sh all be through the applicable Title V Perm it and not through this De cree. 200. Resort to Enforcem ent under this Consent Decree

. Notwi thstanding paragraph 199, if enforcem ent of a provision of this Decree cannot be pursue d by a party under the applic able T itle V perm it, or if a Decr ee requ ir em ent was intended to be part of the Title V Perm it and did not becom e or re m a in part of such perm it, then such requirem e nt m a y be enforced under the term s of this Decree at any tim e.
SO ORDERED, THIS _ ________ DAY OF _______________, 2003.

________________________________________ UNITED S TATES DISTRICT C O URT JUDGE

90F O R THE UNITE D S T AT ES OF AMERICA:

T H O M A S L
. SANS O N E TTI A s s i s t a nt A tt o rn e y G e n e r a l E n v i r o n m ental and Natural Resources Division Justice U n i t e d States Departm e n t o f

T H O M A S A. M A R I A N I A s s i s t a nt C h i e f Environm ental Enforcem ent Section Environm ental and Natural Resources Division United States Departm e nt of Justice

91JOHN P ET ER SUARE Z Assistan t Adm i nistrator Office of Enforcem en t and Com p liance Assuran ce United States Environm ental Protection Agency

BRUCE C. BUCKHEIT D i r e c t o r , A i r E n f o r c e m e n t D i v i s i o n Office of Enforcem ent and Com p liance Assuran ce United States Environm enta l Protection Agency

R I C H A RD A L O N S O A t t o rn e y A dv i s o r A i r E n f o r c e m e n t D i v i s i o n Office of Enforcem ent and Com p liance Assuran ce United States Environm ental Protection Agency

- 92 -DONALD S
. W ELS H Regional Adm i nistrator Region 3 United States Environm ental Protection Agency

- 93 -FOR THE STAT E OF NEW YORK:

E L L I O T SPITZER A t t o rn e y G e n e r a l S t a t e o f N e w Y o rk

- 94 -FOR THE STATE OF NEW JERSEY:

PETER C. HARVEY Acting Attorney General of New Jersey

- 95 -FOR THE STAT E OF CONNE CTICUT:

RICHARD BLUMENT HAL Attorney Ge neral State of Connecticut

CARMEL A. MOTHERWAY Assistant Attorney Gene ral S t a t e o f C o n n e c t i c u t

KIMBERLY P. MASSI COTTE Assistant Attorney Gene ral State of Connecticut

- 96 -FOR THE COMMONWEAL T H OF VIRGINIA:

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. C H A F F E Senior Assistant Attorney General Commonwe a l th o f V i r g i n i a

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_ ROBE RT G. BURNLE Y D i r e c t o r Departm e nt of Environmental Quality Commonwe a lth of Virginia

- 97 -FOR THE STAT E OF WEST VI RGINIA:

JOHN BENEDICT D i r e c t o r Division of Air Quality West Virginia Departm e nt of Environm ental Protec tion

ROLAND T. HUSON, III Senior Counsel Office of Legal Serv ices West Virginia Departm e nt of Environm ental Protection

- 98 -FOR VIRGINIA EL E C TRI C AND POWER COMPANY:

E D W A R D R I V A S S r . V i c e P r e s i d e n t Fossil and H ydro Virginia Electric and Power Com pa ny

- 99 -

### APPENDIX A TO “VEPCO” CONS ENT DECREE THE UNI T S COMP RISING THE “VEP CO S Y STEM” IN UNITED STATES, ET AL. V. VIRGIN IA ELECTRIC AND POWER CO.

Steam E l e c tr i c G e n e r a t i n g U n i t : Plan t Nam e , Unit Num b er, Unit Abbreviation, & Nom i nal Nam e plate (“MW ”) Im proved Unit f o r SO 2 Under Decree Paragraph 64 Im proved Unit for NO x Under Decree Paragraph 56 Optim izatio n f o r PM Required under Decree Section VII 

## Bremo Unit 3 (“BR 3”) 69 M W N O N O Y E S Bremo Unit 4 (“BR 4”) 185 MW N O N O Y E S Chesapeake Unit 1 (“CEC 1”) 112 MW N O N O Y E S Chesapeake Unit 2 (“CEC 2”) 112 MW N O N O Y E S Chesapeake Unit 3 (“CEC 3”) 185 MW N O Y E S Y E S Chesapeake Unit 4 (“CEC 4”) 239 MW N O Y E S Y E S Clover Unit 1 (“CL 1”) 393 MW Y E S N O Y E S Clover Unit 2 (“CL 2”) 393 MW Y E S N O Y E S Chesterfield Unit 3 (“CH 3”) 112 MW N O N O Y E S Chesterfield Unit 4 (“CH 4”) 187 MW N O Y E S Y E S Chesterfield Unit 5 (“CH 5”) 359 MW Y E S Y E S Y E S Chesterfield Unit 6 (“CH 6”) 694 MW Y E S Y E S Y E S

1APPENDIX A (continued) Steam E l e c tr i c G e n e r a t i n g U n i t : Plan t Nam e , Unit Num b er, Unit Abbreviation, & Nom i nal Nam e plate (“MW ”) Im proved Unit f o r SO 2 Under Decree Paragraph 64 Im proved Unit for NO x Under Decree Paragraph 56 Optim izatio n f o r PM Required under Decree Section VII 

## Mt. Storm Unit 1 (“MS 1”) 551 MW Y E S Y E S Y E S Mt. Storm Unit 2 (“MS 2”) 551 MW Y E S Y E S Y E S Mt. Storm Unit 3 (“MS 3”) 552 MW Y E S Y E S Y E S North Branch (“NB”) 92 M W N O N O Y E S Possum Point Unit 3 (“PP 3”) 114 MW Y E S Y E S N O Possum Point Unit 4 (“PP 4”) 239 MW Y E S Y E S N O Yorktown Unit 1 (“YT 1”) 187 MW N O N O Y E S Yorktown Unit 2 (“YT 2”) 187 MW N O N O Y E S

2

## Appendix A: Coal Specifications for Sulfur

Unit Fuel SO2 Specification (lbs SO2/mmBtu) Fuel Sulfur Specification (lbs S/mmBtu) Fuel Sulfur Specification (% by weight) Bremo Unit 3 2.64 Bremo Unit 4 2.64 Chesa p eake Unit 2.64 Chesa p eake Unit 2.64 Chesa p eake Unit 2.64 Chesa p eake Unit 2.64 Chesterfield Unit 2.64 Chesterfield Unit 2.64 Chesterfield Unit 2.64 Chesterfield Unit 2.64 Clover Unit 1 N/A Clover Unit 2 N/A Mt. Stor m Unit 1 1.9 Mt. Stor m Unit 2 1.9 Mt. Stor m Unit 3 1.9 North Branch 4 Possum Point N/A Possum Point N/A Yor kt o wn Unit 1 2.64 Yor kt o wn Unit 2 2.64

3APPE NDI X B - REP O RTING REQUIREM ENTS VEPCO shall subm it its sem i -annual report as r e qu i r e d b y P ar a g r ap h 1 3 7 e l e c tr o n i c a l l y and in hard copy form . Each sem i -annual report s h a l l b e c e rt i f i e d a s r e qu i r e d b y P ar a g r ap h 1 3 9 o f th i s C o n s e n t D e c r e e . T h e s e m i -annual report is in addition to all other notices and reporting obligations under the C onsent D ecree. VEPCO shall p r ovid e the following inform ation in each of the required sem i

- an nu a l r e p o rt s : I . N O x Reporting Requirements A
. Installation and Seasona l/Annual Operation of SCRs 1. The progress of construction (such as, i f c o n s tr u c t i o n i s n o t un d e r w ay , th e construction schedule, dates of contractexecution, m a j o r c o mp o n e n t d e l i v e ry , and, if construction is underway, the estim ated percent of installation and estim ated construction com p letion date ) an d , o n c e c o n s tr u c t i o n i s c o m p lete, the date of final installation and of a c c e p t an c e t e s t i n g un d e r th e SCR contract, of SCR controls required under Para g r ap h 5 6 o f th e C o n s e n t D e c r e e . 2. Comm encing when 30-Day Rolling Average E m i s s i o n R a t e s b e c o m e applicable, the 30-Day Rolling Averag e Em i s s i o n R a t e ( l b s /m m B T U ) a s defined in P a r a g r ap h 5 , f o r e a c h o p e r a t i n g d ay f o r e a c h U n i t u tilizing SCRs required under Paragraph 56 of the Consent Decree. 3. W ithin the f i rst r e p o rt th atidentif ies a 30-Day Rolling Averag e Em ission Rate (lbs/mm B TU) for each SCR, at leas t fi ve (5) ex am ple calculations (inclu ding raw CEM data in e l ec tro n ic f o rm at for the c a lcu l ation ) u s e d t o d e t e rm ine the 30-Day Rolling Average Em ission Rate. If at any tim e V E P C O c h an g e s an y aspect within the m e thodology used in determ i n i n g th e 3 0

- D ay Rolling Average Emission Rate, VEPCO shall exp l ain th e change an d the reason for using the new m e thodology. 4. A l l i n s t an c e s , an d e x p l a i n e v e n t s , th at cause deviations from any 30-Day Rolling Ave r age Em ission Rate in lbs/mmBTU required in Paragraph 56. VEPCO shall identify any corrective actions taken i n r e s p o n s e t o s u c h deviation. 5. A description of the how VEPCO m e t the SCR perform a nce efforts required in Paragraph 57 (Best Efforts). B. Interim Con trol of NO x Em issions 1. In addition to the notice required under paragraph 59, within each sem i -annual report covering activities in 2004 through 2007, identify the com p liance option selected as between Paragraph 59( A) and 59(B) for that given year and
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-the date that the notif ication requ ired in Paragr aph59 was subm itted to the Plaintiffs, if any such notificati on is required under Paragraph 59. 2. If VEPCO implem ents option (A) unde r P ar a g r ap h 5 9 , r e p o rt w h i c h U n i t o r Units will utilize year-ro und SCR co ntrol(s) and the am o un t o f M W repres ented by the ident i f i e d U n i t s and report for each Unit controlled with year-round SCR the 30-Day Rolling Averag e E m ission Rate (lbs /mmBTU) as defined in P a ragraph 5 for each operating day. 3. If VEPCO implem ents option (B) un d e r P ar a g r ap h 5 9 , th e S e a s o n a l S y s t e m W i de Em iss i on Rate (lbs/mmBTU) as defi n e d i n P ar a g r ap h 4 4 , w i th i n th e f i r s t report thatidentif ies a Seasonal Sys t em Wide Em i s s i o n R a t e , p r o v i d e a t l e a s t five (5) example calculations (including r aw C E M d a t a i n e l e c tr o n ic f o r

m at for the calcu lations) us ed to determ ine the Season al System W i de Em ission Rate. If at any tim e V E P C O c h an g e s any aspect within the methodology used in dete rm ining the Seaso n al System -W ide Em ission Rate, V E PCO shall explain the change and the r eason for using the new m e th o d o l o g y . C. Annual NO x System

- W i d e Requirem e nts 1. W ithin the last report for any given y e ar f o r w h i c h a r e p o rt i s d u e , r e p o rt th e tota l NO x em issions from the VEPCO Syst em , an d f o r e a c h V E P C O S y s t e m U n i t , f o r th e c a l e n d ar y e ar c o v e r e d by the report as tons per year. 2. W ithin the last report for any give n year for which a report is due, commencing in 2013, report the System Wide Annual Em i s s i o n R a t e an d th e underlying calculation for the VEPCO Syst em f o r th e p r e v i o u s c a l e n d ar y e ar (starting with the year 2013) as lbs/mmBTU. D
. M i s c e l l an e o u s NO x P r o v i s i o n s 1. For each Unit in the “VE P CO System ” that u t i l i z e s S C R c o n tr o l p ursuant to a requirem e nt of the Consent Decree, all NO x em i s s i o n s ( i n t o n s ) e x c l u d e d f r o m any NO x e m ission calcu l ation, as perm i tt e d i nParagraph 5 an d an explanation f o r e x c l u d i n g s u c h e m i s s i o n , a s s p e c i f i e d i n s ub p ar a g r ap h 2 , b e l o w . T h e requirem e nt to report tons of e m issi ons excluded, but no other provisions, shall expire on Decem be r 31, 2015. 2. Comm encing when any VEPCO System Unit becom e s subject to a 30 -Day Rolling Average Em issions Rate for NO x and utilizes an SCR pursuant to a requirem e nt of the Consent Decree, V E PCO shall report:
a. The date and tim e that the fire is extinguished;

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-b. The date an d tim e that the Unit is re s t art e d an d th e d a t e an d t i m e that th e U n i t i s s y n c h r o n i z e d w i th an u t ility ele c tr ic d i stribution sy stem after the res t art; c. The NO x emissions em itted by the Unit pr ior to the tim e that the Unit was synchro n ized with anutility e l e c tr i c d i s tr i b u t i o n s y s t e m ; d. O n th e f i f

th an d s ub s e qu e n t C o l d S t art Up P e r i o d s th a t o c c ur w i th i n any 30-Day period, the earlier of the d a t e an d t i m e th a t ( 1 ) i s e i g h t hours after the Unit is synchronized w ith a utility elec tric distribution system , o r ( 2 ) th e f l u e g a s h a s r e a c h e d th e S C R o p e r a t i o n a l tem p erature as specified by the cataly st m a nufacturer;
e. The NO x em issions emitted during the fi f th an d s ub s e qu e n t C o l d S t art Up Periods; f. I d e n t i f i c a t i o n o f th e d a t e , t i m e and duration of any period wh en em issions are excluded due to a m a lfunction of the SCR, as provided by Paragraph 5, and supporting inform ation regarding the m a lfunction, the cause, and corrective actions t a k e n , an d th e a m o un t o f N O x em i s s i o n s d ur i n g th e m a lfunction. E. Possu m Point The tons of NO x f r o m Possum PointUnits 3 and 4 rolled daily as determ ined by Paragraph 96. II. SO 2 R e p o r t i n g R e q u i r e m e n t s A. SO 2 Re m o val Efficiency Requirements 1. The progress of construction and im provem e n t ( s u c h a s , i f c o nstruction is not underway, the dates of contract ex ecution, the estim at e d p e r c e n t o f installation, and m a jor com ponent de l i v e ry ) an d , o n c e c o n s tr u c t i o n an d im prove m e nt is com p l e t e , th e d a t e o f f i n a l i n s t a l l a t i o n , i m provem e nt, and operation of FGDs required under Paragra p h 6 4 o f th e C o n s e n t D e c r e e , an d o f initial perform a nce testing, if any. 2. Comm encing when any 30-Day Rolling Average Rem oval Efficiency for SO 2 becom e s applicab le for each FGD as defined in Paragraph 6 4, the 30-Day Rolling Average Rem o val Efficiency for SO 2 for each operating day. 3. W ithin the f i rst r e port thatidentif ies a 30-Day Rolling Averag e Rem oval Efficiency for each FGD, at leas t five (5) ex ample calculat ions (inc luding raw CEM data in electronic form at for the calcu lation s) used to d e term ine the 30- Day Rolling Average Re moval Ef f i ciency f o r SO 2 . If at any tim e VEPCO -3

-c h an g e s an y a s p e c t w i th i n th e m e th o d o l o g y u s e d i n d e t e rm ining the 30-D a y Rolling Average Rem o v a l E f f i c i e n c y f o r S O 2 , VEPCO shall explain the c h an g e an d th e r e a s o n f o r u s i n g th e n e w m e thodology. B
. S O 2 Em ission Rate 1. For Clover Units 1 & 2, Mt. Storm Units 1 , 2 , & 3 an d C h e s t e r f i e l d U n i t s 5 & 6 upon qualifying for a 30-Day Rolling Average Em i s s i o n R a t e a s p r o v i d e d i n Paragraph 66 of the Consent Decree, the 30-Day Rolling Average Em ission Rate (lb s /mmBTU), as defined in P a r a g r ap h 5 , f o r e a c h o p e r a t i n g d ay f o r e a c h Unit qualifying for the S O 2 em ission rate. 2. W ithin the f i rst report th at identif i e s a 3 0

- D ay R o l l i n g A v e r ag e Em ission Rate for each FGD, at least five (5 ) exam p l e c a l c u l a t i o n s ( i n c l u d i n g r aw C E M d a t a i n e l e c tr o n i c f o rm at for the calcu lations) used to determ ine the 30-D a y Rolling Average Em ission Rate. If at any tim e VEPCO changes any asp ect within the methodology used in dete rm i n i n g th e 3 0

- D ay R o l l i n g A v e r a g e Em i s s i o n R a t e , V E P C O s h a l l e x p l a i n th e change and the reason for using the new m e thodology. 3. A description of the how VEPCO m e t the FGD perform a nce efforts required in Paragraph 69 (Best Efforts). C. F G D B yp a s s Days at Mt. Storm ( C o n s e n t D e c r e e P ar a g r ap h 6 7 ) 1
. F o r e a c h F G D o u t a g e o r F G D d o w n t i m e at Mt. Storm U n i t s 1 , 2 o r 3 , a s allowed under Paragraph 67, the following information:
a. The date and tim e the outage/downtim e began; b. The date an d tim e that the FGD that was of f l i n e w a s r e turn e d to operation and the duration of th e F G D o u t a g e / d o w n t i m e; c. A n arr a t i v e e x p l an a t i o n o f c o rr e c t i v e or m a intenance actions taken by VEPC O; d. The tota l SO 2 em itted f r om the Unit during th e F G D outage/downtim e; e. The total amount of SO2 e m i s s i o n , i n t o n s , th a t w o u l d h a v e b e e n em itted at th e Unit dur in g the FGD outage/downtim e h a d V E P C O burned coal with the sulfur cont ent required by the Consent Decree, during the FGD outage/downtim e; f. The am ount of allowances to be su rrendered and provide evidence that VEPCO surrendered to EPA the am ount of SO 2 Allowances required to be surrendered under Paragraph 67; g. Report that the Unit with the FGD outage/downtim e was not dispatched ahead of the other Mount Storm Units or the Clover Power Station Units during the FGD outage/ downtim e and the dispatch order -4

-f o r e a c h U n i t o f th e V E P C O S y s t e m during th e FGD outage/downtim e; and h. By Unit, a year-to-date tabulati on of the num b e r an d d ur a t i o n o f F G D outages/downtim e at Mt. Storm Un its 1, 2, & 3, and the total am ount of

FGD outage/downtim e perm itted by the Consent Decre e f o r that year. D
. M i s c e l l an e o u s SO 2 Provisions 1. Comm encing when any VEPCO System Unit becom e s s ub j e c t t o a 3 0 -Day Rolling Average Rem o val Efficiency or Em i s s i o n R a t e r e qu i r e m ent for SO 2 , for each Unit in th e “VEPCO System ” that utilizes FGD control pursuant to a r e qu i r e m e n t o f th e C o n s e n t D e c r e e , wh e n a U n i t i s t a k e n o u t o f service and th e f i r e i n th e b o i l e r i s e x t i n g u i s h e d d ur i n g th e r e p o rt i n g p e r i o d :
a . The date and tim e that the fire is extinguished; b. The date an d tim e the Unit is res t arted; c. T h e d a t e an d tim e that the Unit is synchronized with an utility electric distribution system after the restart; and d. SO 2 em issions em itted by the Unit prior t o th e t i m e that the Unit was synchronized with a utility electr i c d i s tr i b u t i o n s y s t e m , ending on Decem ber 31, 2015. 2. W ithin the last repo rt f o r any given year, report the total SO 2 em issions from the VEPCO System for the calend a r y e ar c o v e r e d b y th e r e p o rt a s t o n s p e r year, and for each Unit in the VEPCO System , r e p o rt th e annual SO 2 em i s s i o n s i n t o n s p e r y e ar f o r th e calendar year covered by the report. E. A n nu a l S urr e n d e r o f S O 2 Allowances 1
. Beginning in 2013, whether it m a de the annual SO 2 a l l o w an c e s urr e n d e r required by the Consent Decree to th e U
. S
. E P A an d s h a l l p r o v i d e docum entation verifying this surrender. 2
. If VEPCO surrende rs th e SO 2 allow a nces to a th i r d p arty, th e f o llowing inf o rm ation:
a. The identity of the third

- party r ecip i e n ts(s ) of the SO 2 allowances and a listing of the serial numbers of the transf er

red allowance s ; b. A certif ic ation f r om the third

- party r ecipient( s) that it (th e y) will not sell, trad e or otherwise e x change anyof the allow ances and w ill no t use any of the allowances to m eet any obligation im posed by any law. c. W ithin 12 months after the first re port of the transfer, VEPCO shall provide docum entation that the thir d-party recipients(s) of the SO 2 allowance s perm anently surrende red the allowan c es to U.S. EPA -5
-w i th i n o n e y ear af te r VEPCO tran sferred th e allo wances the thirdparty recipient(s). F
. S u p e r - c o m pliance Trading of Allowances 1
. The am ount of SO 2 Allowances and NO x e m i s s i o n a l l o w an c e s o r c r e d i t s used or trad e d p ur s u an t t o P ar a g r ap h75 and Section XVIII and the calculations or data justifying the generation of the used or traded allowances or credits. III. PM Requirements A
. U s e o f P M C o n tr o l s E x i s t i n g a t th e Tim e th e D e c r e e w a s E n t e r e d an d P M E m issions Rate 1. U n t i l a U n i t i s s ub j e c t to a PM em i ssions rate purs uant to this Consent Decree, th e following in form ation for each Unit:
a. The calendar days on which the ES P w a s n o t o p e r a t i n g a t an y t i m e that the Unit was in operation ; b. If, in accord an c e w i th P ar a g r ap h s 7 8 an d 7 9 , an E S P o r p o rt i o n thereof fails, does not perform i n a c c o r d an c e w i th th e e qu i p m ent m a nufacturer’s specifications or i s s hu t d o w n b y V E P C O , th e c a l e n d ar d a t e o f e a c h s u c h i n s t an c e , th e t i m e that the failure or inad equ a te perform a nce of the ESP began, al l c o rr e c t i v e a c t i o n s un d e rt a k e n b y VEPCO and the calendar date and tim e th a t th e E S P w a s r e s t o r e d t o the m ode of operation required by Paragraphs 78 and 79. VEPCO shall also report any add ition a l co rrective actions un d e rt a k en in response to the event. 2. For each Unit in the VEPCO System at which a PM em i s s i o n r a t e ap p l i e s pursuant to this Consent Decr ee, th e f o llowing in f o rm a t i o n :
a. The PM Emission Rate (lbs/mm B T U ) f o r th e U n i t , d e t e rm ined under the Consent Decree; b. If, in accord ance with Paragraphs 78 and 79, an ESP or portio n thereof fails, or does not perform in accord ance with th e equipm ent m a nufacturer’s specifications, th e ca lendar date o f each such instance, the tim e that the f a ilure o r sub- par perform ance of the ESP began, all corrective actions undertaken by VE PCO and the calendar date and tim e that the ESP was restored to the m ode of operation required by Paragraphs 78 and 79. VEPCO sha ll also report any additional corrective actions undertaken in resp onse to th e e v ent.

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. Inform ation required to be reported w ithin the approved PM optim ization plans. 4. A description of the how VEPCO m e t the PM control device perform a nce efforts required in Paragraph 78 (Best Efforts). B
. P M C E M s 1. For each P M C E M i n s t a l l e d o n a Unit in the V E PCO System :
a. If the PM CEM was installed during th e r e p o rt i n g p e r i o d , th e d a t e o f insta llation of the PM CEM; b. The dates that the PM C E M operated; c. If the PM CEM did not operate c o n t i nu o u s l y th r o u g h o u t th e qu art e r without interruption whenever the U n i t i t s e rv e s w a s o p e r a t i n g , th e d a t e an d t i m e th a t th e P M CEM was not operating, a description of the cause of the PM CEM’s outage, the steps taken by VEPCO to fix the P M C E M , an y a d d i t i o n a l c o rr e c t i v e actions undertaken by V E PCO in r e s p o n s e t o th e e v e n t an d th e t i m e and date that the PM CEM was return ed to s e rvic e. C. P e r f o rm a nce Testing/Monitoring of PM Em ission 1. For each Unit in the VEPCO System :
a. If the Unit was required to perform a stack tes tpursuant to the Consent Decree, th e executive summary and results of the stack test; b. I f th e U n i t h a s a P M C E M , th e th r e e - h o ur a v e r a g e e m ission rate for PM em issions (or such longer period a s i s s p e c i f i e d i n an y ap p l i c ab l e PM em issions lim itation requir e m e nt), in lb /mmBtu. IV. Deviation Reporting A
. In addition to reporting under Paragra ph 137, a summ ary of a l l d e v i a t i o n s th a t occurred during the reporting period and the date that the deviation was initially reported under Paragraph 138. B. W ithin each deviation report subm itted under Paragraph 138, the followin g inform ation: 1. The Consent Decree requirem ent under wh ich the deviation occurred, with a reference to the Consent Decree pa ragraph containing the requirem ent; 2. The date an d tim e that the deviation occurred;

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-3. The date an d tim e that the deviation was corrected; 4. The dat a, calculations or other info rm ation indicating that a deviation occurred; an d 5. A narrative description of the cause or su spected cause of the deviation, the steps taken by VEPCO to correct the de viation and any additional corrective actions ta ken by VEPCO in response to the deviation. V. Mitig ation Project Reporting A. The progress such as the schedule for co m pletion of the project dates of contract execution, and estim ated percent of co m pletion of the Mitigation Projects require d in Section XXI of the Consent Decree. B. The am ount of Project Dollars expended on Mitigation Proje cts. VI. VEP C O Subm issions A list a ll p l an s or subm issions and th e date subm itted to the Plaintif f

s f o r the reporting period, and identify if any are pe nding the review and approval of the Pl ai nti ff. VII. VEPCO Capital Pr ojects A list of all Capital Expenditures pe rform e d throughout the VE PCO Sys t em on the Boile r Is lands in o r d er to de term ine m eeting the thresh o l d estab lished in Paragraphs 111, 124, and 13 3. VIII. Additional Informatio n Provide a response to any reasonable reque st by the Plaintiffs for any additional inform ation regarding thes e reporting requirem e nts or the obligations and requirem e nts of this Consent Decree.

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-APPENDIX C – MITIGATION PROJECTS REQUIREMENTS
In com p liance with and in addition to the requi rem e nts in Section XXI of the Consent Decree, VEPCO shall com p ly with the requirem e nts of this Appendix to ensure that the benefits of the environm ental m itigation protects are achieved. No Party m a y subm it a proposed plan for a m itigation project until af ter entry of the Consent Decree. I. Clean Diesel, Idle Reduction and School Bus Retrofit Project - To Be Conducted w i thin the District of Columbia, Delaw a re, Maryland, Pennsylvania, Virginia and West Virginia and Resource Lands Project A. W ithin 90 days after entry of the Consent Decree, VEPCO shall subm it a plan to EPA for review and approval for the com p letion of the Clean Diesel, Idle Reduction and School Bus Retrofit Project in which VEPCO shall spend no less than $2,500,000 Project Dollars to retrofit diesel engines with em ission control equipm ent, replace diesel engines with cleaner engines, subsidize the use of clean diesel f u els or install equipm ent or im plem ent strategies that will reduce engine idling in the above listed jurisdictions. B. The plan shall satisf ythe f o llowing criteria: 1. Involve fleets located in geographically diverse areas and/or fleets operated in nonattainm e nt areas or areas at significant risk of nonattainm e nt status within the listed states, taking into account other clean diesel projects called for under this Decree. 2. Provide for the retrofit of high em itting, in service heavy-duty diesel engines with verified em issions control equipm ent. Retrofit technology m a y include but not be lim ited to oxidation catalysts and particulate m a tter filters that will reduce particulate m a tter and hydrocarbon em issions. 3. Provide for the replacem ent of engines with those that m eet the 2007 engine standards and/or are equipped with verified em ission control technology. 4. Involve vehicles that are located in areas in which ultra low sulfur diesel fuel (ULSD) is already available or is scheduled to becom e available and where such fuel is required for retrofit technology. For affected m

unicipalities, school districts or sim ilar local governm e nt entities whose f l eet will be retrof itted, the plan m a y provide f o r (a) the procurem ent of tanks or other infrastructure required enabling that fleet to obtain and use ULSD and (b) offsetting higher fuel costs from the requirem e nt to use ULSD. 5. Provide for the use of alternative diesel fuels that reduce em issions of particulate m a tter, nitrogen oxides and/or hydrocarbons including but notlim ited to em ulsions and biodiesel fuels. 6. Provide for the installation of verified idle reduction technology and/or idle reduction strategies that effectively reduce em issions from idling engines through equipm ent such as electrification stations and/or im plem entation of outreach and education program s to im plem ent policies that reduce idling tim e. 7. Account for hardware and installation costs, and m a y provide also for increm ental m a intenance costs and/or costs of repairs on such hardware for a period of up to four years after installation. 8. Lim it recipients of retrof its to f l eets that legally bind them selves to m a intain any equipm ent installed in connection with the project during and after com p letion of the project. 9. Establish m i nim um standards for any third-party with whom VEPCO m i ght contact to carry out this program that include prior experience in arranging vehicle retrofits, ULSD purchases, anti-idling cam paigns, etc. and a record of prior ability to interest and organize fleets, school districts, comm unity groups, etc. to join a clean diesel program

. 10. A schedule for com p leting each portion of the project. C. W ithin 180 days after entry of the Consent Plans, VEPCO shall subm it a plan to EPA for review and approval for the identification, acquisition, restoration, m a nagem e nt and/or preservation of resource lands to m itigate or com p ensate f o r lost service uses possibly resulting from past power plant em issions in which VEPCO shall spend no less than $500,000. The proposed plan shall satisfy the f o llowing criteria: 1. Provide a m eans for the identification of available resource lands which m a y be used to m itigate any past im pacts of acid rain deposition or other possible effects of power plant em issions and assess the value of such lands in providing such benefits as contributing to carbon sequestration, restoring forest productivity and other relevant factors. 2. Establish a process for carrying out the plan, including the identification of

resources, staf f and/or other entities charged with project execution, m a nagem e nt and oversight during the term s of the Decree, and develop a related schedule for com p leting each portion of the project. 3. W ithin 180 days after approval of the proposed selection process identify particular plots of land that are consistent with the specif i cations outlined. 4. Subm it the identified plots of land with recomm e nded selection criteria
2within a reasonable period of tim e. Develop legal options for acquiring, restoring and assuring the continued preservation of identified lands. D. Perform a nce - Upon approval of plan by the United States, VEPCO shall com p lete the m itigation project according to the approved plan and schedule.
II. Solar Photovoltaic (PV) Project – To Be Conducted in NewYork State A. New York shall propose to VEPCO and the U.S. a plan using $2.1 m illion to accom p lish the installation of solar photovoltaics (“PVs”) on m unicipal buildings in New York. These building would then use the PV-generated energy, in part to help rem ove som e dem a nd for energy from the electrical grid during peak dem a nd periods. The project will be adm i nistered through the New York State Energy Research and Developm ent Authority = s (NYSERDA) Solar Photovoltaics program . B. New York’s proposed plan m u st: 1. Describe how the work or project to be perform e d is consistent with requirem e nts of Section II.A, above; a) Include a general schedule and budget (for $2.1 m illion) for com p letion of the work; including paym ent instructions for VEPCO’s subm ission of funds to the State, along with a requirem e nt of periodic reports to all Parties on the progress of the work called for in the proposed plan through com p letion of the project; b) Describe generally the expected environm ental benefit for project or work called for under the proposed plan; and c) Describe briefly how work or project described in the proposed plan m eets the requirem e nts of Section XXI of the Decree. C. VEPCO’s obligation f o r this project shall term inate once a plan exists f o r this project or work and VEPCO has transferred at least $2.1 m illion to New York to com p lete the project or work described in the plan. VEPCO shall transfer this sum as soon as possible after the proposed plan is developed but no later than Decem ber 31, 2003, unless untim ely subm ission of the proposed plan or m a terial deficiency in such plan requires paym ent after that date. D. If New York (or NSYERDA) is later unwilling or unable to perf orm the project specified here, then New York, in consultation with VEPCO, shall select an alternative project or projects designed to accom p lish the sam e kinds of goals as intended for this project. After proceeding through this proposed plan process 3for the alternative project, VEPCO shall fund such project or projects in the am ount of $2.1 m illion.
III. Mitigating Harm to Health Related to Air Pollution in NewJersey and NewYork: Public Transit -- Diesel Bus Catalyz e d Particulate Filters A. New Jersey shall supply to VEPCO and the U.S. a plan to use $2.7 m illion to accom p lish the installation of catalyzed particulate filters (CPFs) on late-m odel conventional diesel buses used to transport comm u ters from various locations in the State of New Jersey into New York City. Operating exclusively on ultra-low sulfur diesel f u el, these CPF-equipped buses will f urther signif i cantly reduce harm f u l em issions of carbon m onoxide, hydrocarbons, and particulate m a tter in both New Jersey and New York. The project will be adm i nistered by the New Jersey Transit Corporation.
B. New Jersey’s proposed plan m u st: 1. Describe how the work or project to be perform e d is consistent with requirem e nts of Section III.A, above; 2. Include a general schedule and budget (for $2.7 m illion) for com p letion of the work, including paym ent instructions for VEPCO’s subm ission of funds to the State, along with a requirem e nt of periodic reports to all Parties on the progress of the work called for in the proposed plan through com p letion of the project; 3. Describe generally the expected environm ental benefit for project or work called for under the proposed plan; and 4. Describe briefly how the work or project described in the proposed plan m eets the requirem e nts of Section XXI of the Decree. C. VEPCO’s obligation f o r this project shall term inate once a plan exists f o r this project or work and VEPCO has transferred at least $2.7 m illion to New Jersey to com p lete the project or work described in the plan. VEPCO shall transfer this sum as soon as possible after the proposed plan is developed but no later than Decem ber 31, 2003, unless untim ely subm ission of the proposed plan or m a terial deficiency in such plan requires paym ent after that date. IV. School Bus Retrofit Project – To be Conducted in the State of Connecticut A. The State of Connecticut will supply VEPCO and the U.S. a plan to use $1.1 m illion to purchase and install particulate filters for diesel school buses that operate in selected urban comm unities in that State. The proposed plan m a y include any com b ination of the following: (i) convers ion of conventional diesel-powered, school buses to buses with particulate traps, (ii) pr ocuring of ultra-low sulfur diesel fuel (and 4necessary infrastructure) to power for up to three years buses converted in the m a nner described in (i), and/or (iii) install additional air pollution controls on such buses. The proposed plan will be lim ited to pollution control devices, fuels, and other m easures needed to convert diesel buses to include CRT or other particulate traps and other controls (including support infrastructure). B. Connecticut’s proposed plan m u st: 1. Describe how the work or project to be perform e d is consistent with requirem e nts of Section IV.A, above; 2. Include a general schedule and budget (for $1.1 m illion) for com p letion of the work, including paym ent instructions for VEPCO’s subm ission of funds to the State, along with a requirem e nt of periodic reports to all Parties on the progress of the work called for in the proposed plan through com p letion of the project; 3. Describe generally the expected environm ental benefit for project or work called for under the proposed plan; and 4. Describe briefly how the work or project described in the proposed plan m eets the requirem e nts of Section XXI of the Decree. C. VEPCO’s obligation f o r this project shall term inate once a plan exists f o r this project or work and VEPCO has transferred at least $1.1 m illion to Connecticut to com p lete the project or work described in the plan. VEPCO shall transfer this sum as soon as possible after the proposed plan is developed but no later than Decem ber 31, 2003, unless untim ely subm ission of the proposed plan or m a terial deficiency in such plan requires paym ent after that date. V. School Bus Retrofit Program to be Carried Out in Commonw ealth of Virginia A. Comm onwealth of Virginia shall supply to VEPCO and the U.S. a plan to use $2.0 m illion to accom p lish any com b ination of the following concerning in-service dieselpowered school buses in the Comm onwealth: retrofitting buses with pollution control devices and techniques and infrastructure needed to support such retrofits, engine replacem ents that will reduce em issions of particulates or ozone precursors, and changeover to CNG fuel or low diesel fuel

. These projects are to be carried out in areas either non in attainm e nt with am bient air quality standards in the Comm onwealth or at risk of being reclassified as nonattainm e nt, such as Fairfax, Ham p ton Roads, and Virginia Beach B. Comm onwealth’s proposed plan m u st: 1. Describe how the work or project to be perform e d is consistent with requirem e nts of Section V.A, above; 2. Include a general schedule and budget (for $2.0 m illion) for com p letion of 5the work, including paym ent instructions for VEPCO’s subm ission of funds to the Comm onwealth, along with a requirem e nt of periodic reports to all Parties on the progress of the work called for in the proposed plan through com p letion of the project; 3. Describe generally the expected environm ental benefit for project or work called for under the proposed plan; and 4. Describe briefly how the work or project described in the proposed plan m e ets the requirem e nts of Section XXI of the Decree. C. VEPCO’s obligation f o r this project shall term inate once a plan exists f o r this project or work and VEPCO has transferred at least $2.0 m illion to the Comm onwealth to com p lete the project or work described in the plan. VEPCO shall transfer this sum as soon as possible after the proposed plan is developed but no later than Decem ber 31, 2003, unless untim ely subm ission of the proposed plan or m a terial deficiency in such plan requires paym ent after that date VI. Protecting Forests and other Natural Resources in West Virginia’s Cheat Gorge / Big Sandy Area. A. The State of W e st Virginia will supply VEPCO and the U.S. a $2.0 m illion proposed plan for the purchase and m a intenance of property and/or conservation easem ents that would preserve forests and other environm entally sensitive areas in and around the Cheat Gorge / Big Sandy area of the W e st Virginia, for the purposes of m a king or expanding a public wildlife m a nagem e nt area in the State and thus preserving an im portant sources of carbon sequestration. The proposed plan also will include needed steps for securing and m a intaining valid conservation easem ents under applicable law and f o r securing clear title, as applicable.
B. W e st Virginia’s proposed plan m u st: 1. Describe how the work or project to be perform e d is consistent with requirem e nts of Section VI.A, above; 2. Include a general schedule and budget (for $2.0 m illion) for com p letion of the work; including paym ent instructions for VEPCO’s subm ission of funds to the State or its designee, along with a requirem e nt of periodic reports to all Parties on the Progress of the work called for in the proposed plan through com p letion of the project; 3. Describe generally the expected environm ental benefit for project or work called for under the proposed plan; and 4. Describe briefly how work or project described in the proposed plan m eets the requirem e nts of Section XXI of the Decree. C. VEPCO’s obligation f o r this project shall term inate once a plan exists f o r this project 6or work and VEPCO has transferred at least $2.0 m illion to W e st Virginia or its designee. VEPCO shall transfer this sum as soon as possible after the proposed plan is developed but no later than Decem ber 31, 2003, unless untim ely subm ission of the proposed plan or m a terial deficiency in such plan requires paym ent after that date.
D. If W e st Virginia is unwilling or unable to perf orm the project specif ied here, W e st Virginia, in consultation with VEPCO, shall select an alternative project or projects designed to accom p lish the sam e kinds of goals as intended for this project. After proceeding through this proposed plan process for this alternative project(s), VEPCO shall fund such project or projects in the am ount of $2.0 m illion. VII. National Park Service Alternativ e-Fueled and Hybrid Vehicles Project. A. The National Park Service will supply VEPCO a plan for using $1.0 m illion in accordance with the Park System Resource Protection Act, 16 U.S.C Section 19jj, to im prove air quality in and about the Shenandoah National Park, either by securing alternative-fueled vehicles for trial use in and around the Park (including necessary ancillary equipm ent such as a f u eling station) or f o r im plem enting another project also intended to reduce dam a ge to those resources caused by air pollution suffered by the Park.
B. NPS’s proposed plan m u st: 1. Describe how the work or project to be perform e d is consistent with requirem e nts of Section VII.A, above; 2. Include a general schedule and budget (for $1.0 m illion) for com p letion of the work; including paym ent instructions for VEPCO’s subm ission of funds to the Natural Resource Dam a ge and Assessm ent Fund, along with a requirem e nt of periodic reports to all Parties on the Progress of the work called for in the proposed plan through com p letion of the work. 3. Describe generally the expected environm ental benefit for project or work called for under the proposed plan; and 4. Describe briefly how work or projectdescribed in the proposed plan m eets the requirem e nts of Section XXI of the Decree. C. VEPCO’s obligation for this project shall term inate once an approved plan exists for this project or work and VEPCO has transferred at least $1.0 m illion to the Natural Resource Dam a ge and Assessm ent Fund. VEPCO shall transfer this sum as soon as possible after the proposed plan is approved but no later than Decem ber 31, 2003, unless untim ely subm ission of the proposed plan or m a terial deficiency in such plan requires paym ent after that date.

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