IN THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF ILLINOIS

UNITED STATES OF AMERICA, ) Plaintiff, ) ) ) v. ) ) Dominion Energy, Inc., Dominion Energy Brayton Point, LLC, and Kincaid Generation, LLC, ) ) ) Civil Action No.: _____________ ) Defendants. ) ) ) ) ) ) )

CONSENT DECREETABLE OF CONTENTS
I. JURISDICTION AND VENUE..........................................................

.. 3
II. APPLICABILITY.......................................................................

.... 4
III. DEFINITIONS............................................................................

.. 4
IV. NO x EMISSION REDUCTIONS AND CONTROLS................................ 13
V. SO 2 EMISSION REDUCTIONS AND CONTROLS................................... 18
VI. PM EMISSION REDUCTI ONS AND CONTROLS........................

.......... 24
VII. RETIRE STATE LINE..................................................................... 30
VIII. PROHIBITION ON NETTING CREDITS OR OFFSETS........................

... 30

IX. ENVIRONMENTAL MITI GATION PROJECTS.................................... 32
X. CIVIL PENALTY.......................................................................... 34
XI. RESOLUTION OF CLAIMS AGAINST DOMINION............................

... 35
XII. PERIODIC REPORTING...............................................................

.. 36
XIII. REVIEW AND APPRO VAL OF SUBMITTALS........................

............. 39
XIV. STIPULATED PENALTIES............................................................. 39
XV. FORCE MAJEURE........................................................................ 50
XVI. DISPUTE RESOLUTION................................................................ 53
XVII. PERMITS..................................................................................

.. 55
XVIII. INFORMATION COLLEC TION AND RETENTION.............................. 58

XIX. NOTICES.................................................................................

... 59
XX. SALES/TRANSFERS OF OPERATIONAL OR OWNERSHIP INTERESTS... 61
XXI. EFFECTIVE DATE.....................................................................

... 63
XXII. RETENTION OF JURISDICTION...................................................... 63XXIII. MODIFICATION.......................................................................... 64
XXIV. GENERAL PROVISIONS.............................................................

... 64

XXV. SIGNATORIES AND SERVICE........................................................ 67
XXVI. PUBLIC COMMENT..................................................................... 68
XXVII. CONDITIONAL TERMINATION OF ENFORCEMENT UNDER DECREE

... 68
XXVIII. FINAL JUDGMENT..................................................................

... 70
APPENDIX A -- ENVIRONMENTAL MITIGATION PROJECTSWHEREAS, Plaintiff, the United States of America (“the United States”), on behalf of the United States Environmental Protection Agency (“EPA”), is concurrently filing a Complaint and Consent Decree for injunctive relief and civi l penalties pursuant to Sections 113(b)(2) and 167 of the Clean Air Act (the “Act”), 42 U.S.C. §§ 7413(b)(2) and 7477, alleging that Defendants, Dominion Energy, Inc., et al. (hereinafter “Dominion” ), violated the Prevention of Significant Deterioration (“PSD”) pr ovisions of Part C of Subchapter I of the Act, 42 U.S.C. §§ 7470-7492, the Non-Attainment New Source Review (“NA-NSR”) provisions found at Part D of Subchapter I of the Act, 42 U.S.C. §§ 7501-7515, the New Source Performance Standards (“NSPS”), 42 U.S.C. § 7411, requirements of Title V of the Act, 42 U.S.C. §§ 7661-7661f, and the federally enforceable Indi ana, Illinois, and Massachuse tts State Implementation Plans (“SIPs”); WHEREAS, on April 16, 2009, EPA issued a Notice of Violation and Finding of Violation (“NOV/FOV”) to Dominion with respect to certain alleged violations of the CAA; WHEREAS, the United States pr ovided Dominion and the States of Indiana, Illinois and Massachusetts with actual notice pertaining to Dominion’s alleged violations, in accordance with Section 113 of the Act, 42 U.S.C. § 7413; WHEREAS, in the Complaint, the United States alleges claims upon which, if proven, relief can be granted against Dominion under Sections 113 and 167 of the Act, 42 U.S.C. §§ 7413 and 7477; WHEREAS, in the Complaint, the United States alleges, inter alia, that Dominion made major modifications to major em itting facilities, and failed to obt ain the necessary permits and install and operate the controls necessary under the Act to reduce sulfur dioxide (“SO 2 ”),

1nitrogen oxides (“NO x ”), and/or particulate matter (“PM”) emissions, and that such emissions damage human health and the environment; WHEREAS, Dominion has not answered the Complaint in light of the settlement memorialized in this Decree; WHEREAS, Dominion has denied and continues to deny the violations alleged in the NOV and Complaint; maintains that it has been a nd remains in compliance with the Act and is not liable for civil penalties or injunctive relief; and states that it is ag reeing to the obligations imposed by this Decree solely to avoid the cost s and uncertainties of litigation and to improve the environment; WHEREAS, the United States and Dominion (collectively, th e “Parties”) have agreed that settlement of this action is in the best inte rests of the Parties and in the public interest, and that entry of this Consent Decr ee without further litigation is the most appropriate means of resolving this matter; WHEREAS, the Parties anticipate that the in stallation and operation of pollution control equipment pursuant to this Consen t Decree, and the retirement of certain facilities required by this Consent Decree, will achieve significant reductions of SO 2 , NO x , and PM emissions, as well as other pollutants, and improve air quality; WHEREAS, the Parties have agreed, and th is Court by entering th is Consent Decree finds, that this Consent Decree ha s been negotiated in good faith and at arm’s length and that this Consent Decree is fair, reasonable, in the public interest, and consiste nt with the goals of the Act; and

2WHEREAS, the Parties have c onsented to entry of this Cons ent Decree without trial of any issues; NOW, THEREFORE, without any admission of fact or la w, it is hereby ORDERED, ADJUDGED, AND DECREED as follows:
I. JURISDICTION AND VENUE
1. This Court has jurisdiction over this action, the subject matter herein, and the Parties consenting hereto, pursuant to 28 U.S. C. §§ 1331, 1345, 1355, and 1367, and pursuant to Sections 113 and 167 of the Act, 42 U.S. C. §§ 7413 and 7477. Venue is proper under Section 113(b) of the Act, 42 U.S.C. § 7413(b) , and under 28 U.S.C. § 1391(b) and (c). Solely for the purposes of this Consent D ecree and the underlying Complaint, and for no other purpose, Dominion waives all objections and defenses that it may have to the Court’s jurisdiction over this action, the Cour t’s jurisdiction over Dominion, and to venue in this judicial district. Dominion consents to and shall not challenge entry of this Consent Decree or this Court’s jurisdiction to enter and enforce this Consent Decree. Notwithstanding the foregoing, should this Cons ent Decree not be entered by this Court, then the waivers and consents set forth in th is Section I (Jurisdiction and Venue) shall be null and void and of no effect.
2. Except as expressly provided for herein, this Consent Decree shall not create any rights in or obligations of any party other than the Pa rties to this Consent Decree. Except as provided in Section XXVI (Public Comment) of this Consent Decree, the Parties consent to entry of this Consent D ecree without further notice.

3II. APPLICABILITY
3. Upon entry, the provisions of this Consent Decree shall apply to and be binding upon the United States, and upon Dominion and any succ essors, assigns, or other entities or persons otherwise bound by law.
4. Dominion shall provide a copy of this C onsent Decree to all vendors, suppliers, consultants, contractors, agen ts, and any other company or ot her organization retained to perform any of the work required by this Cons ent Decree. Notwithstanding any retention of contractors, subcontractors, or agents to perform any work required under this Consent Decree, Dominion shall be responsible for ensuring that all work is performed in accordance with the requirements of this Consent Decree. In any action to enforce this Consent Decree, Dominion shall not assert as a defense the failure of its officers, directors, employees, servants, agents, or contractors to take actions necessary to comply with this Consent Decree, unless such failure is determined to be a Force Majeure Event as defined in Paragraph 1 47 of this Consent Decree.
III. DEFINITIONS
5. Every term expressly defined by this Secti on shall have the mean ing given that term herein. Every other term used in this Cons ent Decree that is also a term used under the Act or in a federal regulation implementing the Act shall mean in this Consent Decree what such term means under the Act or those regulations.
6. A “12-Month Rolling Average Emission Rat e” shall be expressed in lb/mmBTU and calculated in accordance with the following procedure: first, sum the pounds of the pollutant in question emitted from the applicable Unit duri ng the most recent complete Month and the previous eleven (11) Months; second, sum the h eat input to the applicable 4Unit in mmBTU during the most recent comple te Month and the previous eleven (11) Months; and third, divide the total number of pounds of the pollutant emitted during the twelve (12) Months by the total heat input during the twelve (12) Months. A new 12

- Month Rolling Average Emission Rate shall be calculated for each new complete Month in accordance with the provisions of this Consent Decree. Each 12-Month Rolling Average Emission Rate shall include all em issions that occur dur ing all periods of operation, including startup, shutdown, and Malf unction, except as otherwise provided by Section XV (Force Majeure).
7. A “30-Day Rolling Average Emission Rate” for a Unit shall be expressed in lb/mmBTU and calculated in accordance with the following procedure: first, sum the total pounds of pollutant emitted from the Unit during the cu rrent Unit Operating Day and the previous twenty-nine (29) Unit Operati ng Days; second, sum the total heat input to the Unit in mmBTU during the current Unit Operating Day and the previous tw enty-nine (29) Unit Operating Days; and third, divide the tota l number of pounds of pollutant emitted during the thirty (30) Unit Operating Days by the total heat input during the thirty (30) Unit Operating Days. A new 30-Day Rolling Aver age Emission Rate shall be calculated for each new Operating Day. Each 30-Day Rolling Average Emission Rate shall include all emissions that occur during all periods within any Oper ating Day, including emissions from startup, shutdown, and Malfunction, exce pt as otherwise pr ovided by Section XV (Force Majeure).
8. “Baghouse” means a full stream (fabric filte r) particulate emissions control device.

59. “Brayton Point” means, for purposes of this Consent Decree, Dominion’s Brayton Point Power Station consisting of three coal-fir ed units designated as Unit 1 (244 net MW), Unit 2 (244 net MW), and Unit 3 (612 net MW ), located in Somerset, Massachusetts.
10. “CEMS” or “Continuous Emission Monitoring Sy stem,” means, for obligations involving the monitoring of NO x and SO 2 emissions under this Consent Decree, the devices defined in 40 C.F.R. § 72.2 and installed and mainta ined as required by 40 C.F.R. Part 75.
11. “Clean Air Act” or “Act” means the fe deral Clean Air Act, 42 U.S.C. §§ 7401-7671q, and its implementing regulations.
12. “Consent Decree” means this Consent D ecree and the Appendix hereto, which is incorporated into the Consent Decree.
13. “Continuous Operation” and “Continuously Oper ate” mean that when a pollution control technology or combustion control is required to be used at a Unit pursuant to this Consent Decree (including, but not limited to, SCR, FG D, DSI, ESP, Baghouse, LNB, or OFA), it shall be operated at all times such Unit is in operation while burning any coal (except as otherwise provided by Section XV (Force Majeur e)), consistent with the technological limitations, manufacturers’ specifications, good engineering and maintenance practices, and good air pollution control practices for minimizing emissions (as defined in 40
C.F.R. § 60.11(d)) for such equipment and the Unit.
14. “Date of Entry” means the date this Consen t Decree is approved or signed by the United States District Court Judge.
15. “Date of Lodging” means the date this Consen t Decree is filed for lodging with the Clerk of the Court for the United States District Court for the Central District of Illinois.
16. “Day” means calendar day unless otherwis e specified in this Consent Decree. 617. “Dominion” or “Defendant” means Domi nion Energy, Inc., Dominion Energy Brayton Point, LLC, and Kincaid Generation, LLC.
18. “Dominion System” means the Brayton Point, Kincaid, and State Line facilities as defined herein. 19. “Dry Sorbent Injection” or “DSI” means a pr ocess in which a sorbent is pneumatically injected into the ducting downs tream of the boiler where the coal is combusted and flue gas is produced, and upstream of the PM Control Device.
20. “Electrostatic Precipitator” or “ESP” m eans a device for removing particulate matter from combustion gases by imparting an electric charge to the partic les and then attracting them to a metal plate or screen of oppos ite charge before the combustion gases are exhausted to the atmosphere.
21. “Emission Rate” for a given pollutant means the number of pounds of that pollutant emitted per million British thermal units of heat input (lb/mmBTU), calculated in accordance with this Consent Decree.
22. “Environmental Mitigation Projects” or “Pro jects” means the projects identified in Section IX and Appendix A of this Consent Decree.
23. “EPA” means the United States Environmental Protection Agency.
24. “Flue Gas Desulfurization System” or “F GD” means a pollution control device that removes sulfur compounds from a flue gas st ream, including an absorber or absorbers utilizing lime, limestone, or a sodium -based slurry, for the reduction of SO 2 emissions.
25. “Fossil Fuel” means any hydrocarbon fuel, incl uding coal, petroleum coke, petroleum oil, fuel oil, or natural gas.

726. “Kincaid” means Dominion’s Kincaid Power St ation consisting of two cyclone boilers, designated as Unit 1 (579 net MW) and Unit 2 (5 79 net MW), located in Kincaid, Illinois. Kincaid Unit 1 and Unit 2 exhaust to a comm on stack where all emissions are monitored. Accordingly, so long as the two Units e xhaust to a common stack, notwithstanding any other provision, any Emission Rates set forth und er this Consent Decree as applicable to each of Kincaid Unit 1 and Unit 2 shall be m easured and calculated for the two Units together as if they were a single Unit (e.g., where the Consent Decree specifies that Dominion shall operate controls at Kincaid Unit 1 and Unit 2 to achieve and maintain a 30-Day Rolling Average Emissions Rate for SO 2 of 0.100 lb/mmBTU at each Unit, the emissions rate calculation for the Kincaid Units will be based on the total SO 2 emissions and heat input for the two Units together measur ed at the stack). A violation of any such rate based on common stack measurements shal l be presumed to be two violations, unless Dominion proves to EPA’s satisfaction that the violation is due solely to the mal

performance of one of the two units.
27. “KW” means Kilowatt or one thousand watts.
28. “lb/mmBTU” means one pound per million British thermal units. 29. “Low NO x Burner” or “LNB” means commercia lly available combustion modification technology that minimizes NO x formation by introducing coal and combusting air into a boiler such that initial co mbustion occurs in a manner that promotes rapid coal devolatilization in a fuel-ri ch (i.e. oxygen deficient) environment and introduces additional air to achieve a final fuel-lean (i .e. oxygen rich) environment to complete the combustion processes.

830. “Malfunction” means any sudden, infrequent, and not reasonably preventable failure of air pollution control e quipment, process equipment, or a process to operate in a normal or usual manner. Failures that are caused in pa rt by poor maintenance or careless operation are not Malfunctions.
31. “Month” means a calendar month.
32. “MW” means a megawatt or one million watts.
33. “National Ambient Air Quality Standards” or “NAAQS” means national ambient air quality standards promulgated pursuant to Section 109 of the Act, 42 U.S.C. § 7409.
34. “Netting” shall mean the process of determin ing whether a particular physical change or change in the method of operation of a major st ationary source results in a net emissions increase, as that term is defi ned at 40 C.F.R. § 52.21(b)(3)(i ) and/or an applicable SIP.
35. “NO x ” means oxides of nitrogen, measured in accordance with the provisions of this
Consent Decree. 36. “NO x Allowance” means an authorizati on to emit a specified amount of NO x that is allocated or issued under an emissions tradi ng or marketable permit program of any kind established under the Clean Air Act or applicable State Im plementation Plan; provided, however, that with respect to any such program that first applies to emissions occurring after December 31, 2011, a “NO x Allowance” shall include an allowance created and allocated to a Dominion System Unit under such program only for control periods starting on or after the fourth anniversary of the Date of Entry of this Consent Decree.
37. “Nonattainment NSR” means the new source review program within the meaning of Part D of Subchapter I of the Act, 42 U.S.C. §§ 7501-7515 and 40 C.F.R. Part 51, and

9corresponding provisions of the federally enforceable Illinois, Indian a, or Massachusetts
SIPs.
38. “Operational or Ownership Interest” means part or all of Dominion’ s legal or equitable operational or ownership interest in any Unit at Brayton Point, Ki ncaid, or State Line. 39. “Operating Day” means any calendar da y on which a Unit fires Fossil Fuel.
40. “Over Fire Air” or “OFA” mean an in-f urnace staged combustion control to reduce NO x emissions.
41. “Parties” means the United States of Ameri ca on behalf of EPA; and Dominion. “Party” means one of the named “Parties.”
42. “PM” means total filterable particulate ma tter, measured in accordance with the provisions of this Consent Decree.
43. “PM CEMS” or “PM Continuous Emission Moni toring System” means, for obligations involving the monitoring of PM emissions under this Consent Decree, the continuous emission monitors installed and maintained as described in 40 C.F.R. § 60.49Da(v).
44. “PM Control Device” means the following devices which reduce emissions of PM: ESPs at Kincaid and State Line, a nd Baghouses at Brayton Point.
45. “PM Emission Rate” means the number of pounds of PM emitted per million BTU of heat input (lb/mmBTU).
46. “Plant-Wide Annual Tonnage Limitation” mean s the limitation, as specified in this Consent Decree, on the number of tons of pollutant (SO 2 or NO x ) that may be emitted from the respective facility during the relevant calendar year (i.e., January 1 through December 31), and shall include all emissions of the specified pollutant that occur during all periods of operation, including startup, shutdown, and Malfunction. 1047. “Prevention of Significant De terioration” or “PSD” means the new source review program within the meaning of Part C of Subc hapter I of the Clean Air Act, 42 U.S.C. §§ 7470-7492 and 40 C.F.R. Part 52, and corres ponding provisions of the federally enforceable Illinois, Indiana, or Massachusetts SIPs.
48. “Project Dollars” means Dominion’s expend itures and payments incurred or made in carrying out the Environmental Mitigation Projects identified in Section IX and Appendix A of this Consent Decree to the ex tent that such expenditures or payments both: (a) comply with the requirements set fo rth in Section IX and Appendix A of this Consent Decree, and (b) constitute Dominion’ s direct payments for such projects, or Dominion’s external costs for cont ractors, vendors, and equipment. 49. “Retire” means to permanently shut down and physically render the Unit inoperable such that the Unit cannot physically or legally burn coal, and to comply with applicable state and federal requirements for permanently ceas ing operation of the Unit as a coal-fired electric generating Unit, in cluding amending any submissi ons to state air emissions inventories, and submitting applications to amend all applicable permits so as to reflect the permanent shutdown status of such Unit.
50. “SCR” or “Selective Catalytic Reduction” mean s a pollution control device that destroys
NO x by injecting a reducing agent (e.g., ammonia) into the flue gas that, in the presence of a catalyst (e.g., vanadium, tita nium, or zeolite), converts NO x into molecular nitrogen and water.
51. “SO 2 ” means sulfur dioxide, measured in accord ance with the provisions of this Consent
Decree.

1152. “SO 2 Allowance” means an authorizati on to emit a specified amount of SO 2 that is allocated or issued under an emissions tradi ng or marketable permit program of any kind established under the Clean Air Act or applicable State Im plementation Plan; provided, however, that with respect to any such program that first applies to emissions occurring after December 31, 2011, an “SO 2 Allowance” shall include an allowance created and allocated to a Dominion System Unit under such program only for control periods starting on or after the fourth anniversary of the Date of Entry of this Consent Decree.
53. “State Implementation Plan” or “SIP” means regulations and other materials promulgated by a state for purposes of meeting the requireme nts of the Clean Air Act that have been approved by EPA pursuant to Section 110 of the Act, 42 U.S.C. § 7410.
54. “State Line” means Dominion’s State Line Power Station co nsisting of two coal-fired generating units designated as Unit 3 (197 ne t MW) and Unit 4 (318 net MW), located in Hammond, Indiana. 55. “Surrender” or “Surrend er of Allowances” means, for purposes of SO 2 or NO x Allowances, permanently surrendering allowa nces from the accounts administered by EPA and Indiana, Illinois, and Massachusetts for all Units in the Dominion System, so that such allowances can never be used th ereafter to meet any compliance requirements under the Clean Air Act, a SIP, or this Consent Decree.
56. “Title V Permit” means the permit required fo r Defendant’s major sources pursuant to Subchapter V of the Act, 42 U.S.C. §§ 7661-7661e.
57. “Unit” means collectively, the coal pulverizer, stationary equipment that feeds coal to the boiler, the boiler that produces steam for the steam turbine, the steam turbine, the generator, the equipment necessary to operate the generator, steam turbine, and boiler, 12and all ancillary equipment, including pollu tion control equipment and systems necessary for production of electricity. An electric st eam generating station may comprise one or more Units.
IV. NO x EMISSION REDUCTIONS AND CONTROLS A. NO x Emission Limitations and Control Requirements 1. Selective Catalytic Reduction, Low NOx Burner and Over Fire Air, Operation and Performance Requirements at Brayton Point Unit 1 and Unit 3 58. Commencing no later than thirty (30) Days af ter the Date of Entry of the Consent Decree, and continuing thereafter, Dominion shall Continuously Operate the SCR, OFA, and LNB at Unit 1 and Unit 3. Commencing no la ter than thirty (30) Operating Days thereafter, Dominion shall Continuously Operat e such SCR, OFA, and LNB so that each Unit achieves and maintains a 30-Day Rolling Average NO x Emission Rate of no greater than 0.080 lb/mmBTU. During any 30-Day peri od used to calculate a 30-Day Rolling Average NO x Emission Rate for Brayton Point Unit 1 or Unit 3, if the dispatch of either Unit requires operation of such Unit(s) burning only natural gas at a load level that results in flue gas temperature so low that it b ecomes technically infeasible to Continuously Operate the SCR despite Domini on’s best efforts to do so, Do minion shall not be subject to stipulated penalties pursua nt to Section XIV (Stipulated Penalties) for violating the Emission Rate required by this Paragraph provided that Dominion’s emissions do not exceed a 30-Day Rolling Average NO x Emission Rate of 0.090 lb/mmBTU and Dominion provides EPA with data and calculations to demonstr ate that but for such low load operation burning only natural gas, Do minion would have achieved and maintained

13a 30-Day Rolling Average NO x Emission Rate of no greater than 0.080 lb/mmBTU at such Unit(s). 2. Low NO x Burner and Over Fire Air Operation and Performance Requirements at Brayton Point Unit 2

59. Commencing no later than thirty (30) Days af ter the Date of Entry of the Consent Decree, and continuing thereafter, Dominion shall Continuously Operate the LNB and OFA at Unit 2. Commencing no later than thirty (30) Operating Days thereafter, Dominion shall Continuously Operate such LNB and OFA so th at the Unit achieves and maintains a 30

- Day Rolling Average NO x Emission Rate of no great er than 0.280 lb/mmBTU. 3. Selective Catalytic Reduction and Over Fire Air Operation and Performance Requirements at Kincaid Unit 1 and Unit 2
60. Commencing on March 1, 2013, and continuing thereafter, Dominion shall Continuously Operate each SCR and OFA at Kincaid Unit 1 and Unit 2. Commencing no later than thirty (30) Operating Days thereafter, Do minion shall Continuously Operate each such SCR and OFA so that each Unit achieves and maintains a 30-Day Rolling Average Emission Rate for NOx of no greater than 0.080 lb/mmBTU. During any 30-Day period used to calculate a 30-Day Rolling Average NO x Emission Rate for Kincaid Unit 1 or Unit 2, if the dispatch of either Unit requires op eration of such Unit(s) at a load level that results in flue gas temperature so low th at it becomes technically infeasible to Continuously Operate the SCR despite Domini on’s best efforts to do so (including, but not limited to, maintaining minimum load operation which provides for achieving sufficient inlet temperatures for injection of ammonia to the SCR), Dominion shall not be subject to stipulated penalties pursuant to Section XIV (Stipul ated Penalties) for violating

14the Emission Rate required by this Paragraph provided that Dominion’s emissions do not exceed a 30-Day Rolling Average NO x Emission Rate of 0.090 lb/mmBTU and Dominion provides EPA with data and calculations to demonstr ate that but for such low load operation, Dominion would have ach ieved and maintained a 30-Day Rolling Average NO x Emission Rate of no greater than 0.080 lb/mmBTU at such Unit(s). 4. Annual NO x Tonnage Limitations
61. In calendar year 2014, and in each calendar year thereafter, Kincaid shall not exceed a Plant-Wide Annual Tonnage Limitation of 3,500 tons of NO x, and Brayton Point shall not exceed a Plant-Wide Annual Tonnage Limitation of 4,600 tons of NO x. B. Monitoring of NO x Emissions
62. In determining a 30-Day Rolling Average NO x Emission Rate, Dominion shall use CEMS in accordance with the procedures of 40 C.F.R. Part 75 and 40 C.F.R. Part 60, Appendix F, Procedure 1, except that NO x emissions data for the 30-Day Rolling Average NO x Emission Rate need not be bias adjusted and the mi ssing data substituti on procedures of 40 C.F.R. Part 75 shall not apply.
63. For purposes of calculating the Plant-Wide Annual NO x Tonnage Limitation, Dominion shall use CEMS in accordance with the procedures at 40 C.F.R. Part 75. C. Use and Surrender of NO x Allowances
64. Except as may be necessary to comply with Section XIV (Stipulated Penalties), Dominion shall not use NO x Allowances to comply with any requirement of this Consent Decree, including by claiming compliance with any emission limitation required by this Consent Decree by using, tenderi ng, or otherwise applying NO x Allowances to offset any excess emissions (i.e., emissions above the li mits set forth in th is Consent Decree). 1565. Except as provided in this Consent Decree, and except as required under the current Power Purchase Agreement (“PPA”) with ComEd for Kincaid, which will expire on February 28, 2013, beginning in calendar year 2013 Dominion shall not sell, bank, trade, or transfer any NOx Allowances a llocated to the Dominion System.
66. Beginning in calendar year 2013, and continuing each calendar year thereafter, Dominion shall Surrender all NO x Allowances (other than those NO x Allowances required to be transferred to the previous ow ner of Kincaid under the PPA referenced in Paragraph 65) allocated to the Dominion System for that ca lendar year that Domi nion does not need in order to meet its own federal and/or state Clean Air Act regulatory requirements for the Dominion System Units. However, NO x Allowances allocated to the Dominion System may be used by Dominion to meets its own fe deral and/or state Cl ean Air Act regulatory requirements for such Units.
67. Nothing in this Consent Decree shall prev ent Dominion from purchasing or otherwise obtaining NO x Allowances from another source fo r purposes of complying with federal and/or state Clean Air Act re gulatory requirements to the extent otherwise allowed by law.
68. The requirements of this Consent Decree pe rtaining to Dominion’s use and Surrender of
NO x Allowances are permanent injunctions no t subject to any term ination provision of this Consent Decree.
D. Super-Compliant NO x Allowances
69. Notwithstanding Paragraphs 65 and 66, in each calendar year beginning in 2014, and continuing thereafter, Dominion may sell, bank, use, trade, or transfer NO x Allowances made available in that calendar year solely as a result of: 16a. the installation and operation of any NO x pollution control that is not otherwise required by, or necessary to maintain comp liance with, any provision of this Consent Decree, and is not otherwise required by law; or b. achievement and maintenance of an Em ission Rate below an applicable 30-Day Rolling Average NO x Emission Rate, provided that Dominion is also in compliance for that calendar year with all emission limitations for NO x set forth in this Consent Decree. Dominion shall timely report the generation of such super-compliant NO x Allowances in accord ance with Section XII (Periodic Reporting) of this Consent Decree.
E. Method for Surrender of NO x Allowances
70. Dominion shall Surrender, or transfer to a non-profit third-party selected by Dominion for Surrender, all NO x Allowances required to be Surre ndered pursuant to Paragraph 66 by April 30 of the immediately following calendar year.
71. If any NO x Allowances required to be Surre ndered under this Consent Decree are transferred directly to a n on-profit third-party, Dominion sh all include a description of such transfer in the next report submitted to EPA pursuant to Section XII (Periodic Reporting) of this Consent Decree. Such re port shall: (a) identify the non-profit thirdparty recipient(s) of the NO x Allowances and list the seri al numbers of the transferred
NO x Allowances; and (b) include a certification by the third-party recipient(s) stating that the recipient(s) will not sell, trade, or otherwise exchange any of the NO x Allowances and will not use any of the NO x Allowances to meet any obligation imposed by any environmental law. No later than the third pe riodic report due afte r the transfer of any
NO x Allowances, Dominion shall include a statement that the third-party recipient(s) 17Surrendered the NO x Allowances for permanent Surrende r to EPA in accordance with the provisions of Paragraph 72 w ithin one (1) year after Dominion transferred the NO x Allowances to them. Dominion sh all not have complied with the NO x Allowance Surrender requirements of this Paragraph until all third-party recipient(s) have actually Surrendered the transferred NO x Allowances to EPA.
72. For all NO x Allowances required to be Surre ndered, Dominion or the third-party recipient(s) (as the case may be) shall first submit a NO x Allowance transfer request to EPA’s Office of Air and Radia tion’s Clean Air Markets Divisi on directing the transfer of such NO x Allowances to the EPA Enforcement Surrender Account or to any other EPA account that EPA may direct in writing. Such NO x Allowance transfer requests may be made in an electronic manner using the EP A’s Clean Air Markets Division Business System or similar system provided by EPA. As part of submitting these transfer requests, Dominion or the third-party reci pient(s) shall irrevocably aut horize the transfer of these
NO x Allowances and identify – by name of account and any applicable serial or other identification numbers or station name s – the source and location of the NO x Allowances being Surrendered.
V. SO 2 EMISSION REDUCTIONS AND CONTROLS A. SO 2 Emission Limitations and Control Requirements 1. Dry FGD Operation and Performa nce Requirements at Brayton Point Unit 1 and Unit 2
73. Commencing no later than sixty (60) Days after the Date of Entry of this Consent Decree, and continuing thereafter, Dominion shall Continuously Operate the existing dry FGDs at

18both Brayton Point Unit 1 and Unit 2 so that each Unit achieves and maintains a 12

- Month Rolling Average Emission Rate for SO 2 of no greater than 0.150 lb/mmBTU.
74. Commencing on December 31, 2014, and continuing thereafter, Dominion shall Continuously Operate the dry FGDs at both Br ayton Point Unit 1 and Unit 2 so that each Unit achieves and maintains a 30-Day Rolling Average Emission Rate for SO 2 of no greater than 0.150 lb/mmBTU. Days on which there is a “gas curt ailment” shall be excluded from the calculation of the 30-Day Rolling Average Emission Rate required by this Paragraph. For purposes of this Paragr aph, “gas curtailment” means: (a) that ISONew England has requested that Brayton Po int not burn gas during a declared “Energy Emergency” under Operating Procedure No. 21 or during a declared “Cold Weather Event” under Section III.H.3.4(c) of Market Rule 1, Appendix H; (b) that the natural gas transmission pipeline operator (e.g., cu rrently, Algonquin Gas Transmission Company) has posted a notice to its Elect ronic Bulletin Board that re stricts deliveries on the “GSystem,” or issues an Operational Flow Or der, which limits the delivery of gas to Brayton Point; or (c) that there is a physical disruption in the deliv ery of natural gas to Brayton Point. To exclude a period of ga s curtailment under this Paragraph, Dominion must provide notice to EPA of such curtailmen t within 10 Days of such curtailment, and provide EPA with data or information in the next scheduled periodic report required by Section XII of this Consent Decree that de monstrates that but for such curtailment, Dominion would have achieved and mainta ined the 30-Day Rolling Average Emission Rate otherwise required by th is Paragraph. A gas curtailment shall not be deemed to occur on the basis of any increase in the co st of supply or trans portation of otherwise available natural gas to Brayton Point. 192. Dry Flue Gas Desulfurization Operation and Performance Requirements at Brayton Point Unit 3 75. Commencing on July 1, 2013, and continuing thereafter, Dominion shall Continuously Operate dry FGD at Brayton Point Unit 3. Commencing no later than thirty (30) Operating Days thereafter, Dominion shall C ontinuously Operate such dry FGD so as to achieve and maintain (a) a 30-Day Rolling Average Emission Rate for SO 2 of no greater than 0.100 lb/mmBTU, and (b) a 12-Month Rolling Average Emission Rate for SO 2 of no greater than 0.080 lb/mmBTU. 3. Dry Sorbent Injection and Perf ormance Requirements at Kincaid
76. Commencing on January 1, 2014, and con tinuing thereafter, Dominion shall Continuously Operate DSI at Kincaid Unit 1 and Unit 2. Commencing no later than thirty (30) Operating Days thereafter, Do minion shall Continuously Operate each such DSI so that each Unit achieves and maintains a 30-Day Rolling Average Emission Rate for SO 2 of no greater than 0.100 lb/mmBTU. 4. Annual SO 2 Tonnage Limitations
77. In calendar year 2014 and in each calendar year thereafter, Kincaid shall not exceed a Plant-Wide Annual Tonnage Limitation of 4,400 tons of SO 2 , and Brayton Point shall not exceed a Plant-Wide Annual Tonnage Limitation of 4,100 tons of SO 2. B. Monitoring of SO 2 Emissions
78. In determining a 30-Day Rolling Average SO 2 Emission Rate or a 12-Month Rolling Average SO 2 Emission Rate, Dominion shall use CEMS in accordance with the procedures of 40 C.F.R. Part 75 and 40 C.F.R. Part 60, Appendix F, Procedure 1, except that SO 2 emissions data for the 30-Day Rolling Average SO 2 Emission Rate need not be

20bias adjusted and the missing data substitution procedures of 40 C.F.R. Part 75 shall not apply.
79. For purposes of calculating the Plant-Wide Annual SO 2 Tonnage Limitation, Dominion shall use CEMS in accordance with the pro cedures specified in 40 C.F.R. Part 75.

C. Use and Surrender of SO 2 Allowances
80. Except as may be necessary to comply with Section XIV (Stipulated Penalties), Dominion shall not use SO 2 Allowances to comply with any requirement of this Consent Decree, including by claiming compliance with any emission limitation required by this Consent Decree by using, tenderi ng, or otherwise applying SO 2 Allowances to offset any excess emissions.
81. Except as provided in this Consent Decree, and except as required under the current PPA with ComEd for Kincaid, which will expire on February 28, 2013, beginning in calendar year 2013 Dominion shall not sell, bank, trade, or transfer any SO 2 Allowances allocated to the Dominion System. The Parties recogni ze that this obligation does not apply with respect to specific Allowances that were prev iously allocated to th e prior owner of any Dominion System Unit under the 1990 Clean Air Act Amendments’ Acid Rain Program and that are not owned or controlled by Dominion.
82. Beginning in calendar year 2013, and continuing each year through calendar year 2015, Dominion shall Surrender all SO2 A llowances (other than those SO 2 Allowances required to be transferred to the previous owner of Kincaid under the PPA referenced in Paragraph 81 and other than the SO 2 Allowances that were previously allocated to the prior owner of any Dominion System Un it under the 1990 Clean Air Act Amendments’ 21Acid Rain Program and that are not owned or controlled by Dominion) provided to Dominion for the Dominion System for that calendar year that Dominion does not need in order to meet its own federal and/or st ate Clean Air Act regulatory requirements for the Dominion System Units. Beginning in calendar year 2016, and continuing each calendar year thereafter, Do minion shall Surrender all SO 2 Allowances allocated to the Dominion System for that calendar year that Dominion does not need in order to meet its own federal and/or state Clean Air Act regu latory requirements for the Dominion System Units. However, SO 2 Allowances allocated to the Dominion System may be used by Dominion to meets its own federal and/or st ate Clean Air Act regul atory requirements for such Units.
83. Nothing in this Consent Decree shall prev ent Dominion from purchasing or otherwise obtaining SO 2 Allowances from another source fo r purposes of complying with federal and/or state regulatory re quirements to the extent otherwise allowed by law.
84. The requirements of this Consent Decree pe rtaining to Dominion’s use and Surrender of
SO 2 Allowances are permanent injunctions no t subject to any term ination provision of this Consent Decree.
D. Super-Compliant SO 2 Allowances 85. Notwithstanding Paragraphs 81 and 82, in each calendar year beginning in 2014, and continuing thereafter, Dominion may sell, bank, use, trade, or transfer SO 2 Allowances made available in that calendar year solely as a result of:

a. the installation and operation of any SO 2 pollution control that is not otherwise required by, or necessary to maintain comp liance with, any provision of this Consent Decree, and is not otherwise required by law; or 22b. achievement and maintenance of an Em ission Rate below an applicable 30-Day Rolling Average SO 2 Emission Rate, provided that Dominion is also in compliance for that calendar year with all emission limitations for SO 2 set forth in this Consent Decree . Dominion shall timely report the generation of such super-compliant SO 2 Allowances in accord ance with Section XII (Periodic Reporting) of this Consent Decree.
E. Method for Surrender of SO 2 Allowances
86. Dominion shall Surrender, or transfer to a non-profit third party selected by Dominion for Surrender, all SO 2 Allowances required to be Surrendered pursuant to Paragraph 82 by April 30 of the immediately following calendar year.
87. If any SO 2 Allowances required to be Surrendered under this Consent Decree are transferred directly to a n on-profit third party, Dominion sh all include a description of such transfer in the next report submitted to EPA pursuant to Section XII (Periodic Reporting) of this Consent Decree. Such re port shall: (a) identify the non-profit third party recipient(s) of the SO 2 Allowances and list the serial numbers of the transferred SO 2 Allowances; and (b) include a certification by th e non-profit third party recipient(s) stating that the recipient(s) will not sell, trade, or otherwise exchange any of the allowances and will not use any of the SO 2 Allowances to meet any obligation imposed by any environmental law. No later than the th ird periodic report due after the tr ansfer of any SO 2 Allowances, Dominion shall include a st atement that the non-profit third party recipient(s) Surrendered the SO 2 Allowances for permanent Surrender to EPA in accordance with the provisions of Paragra ph 88 within one (1) year after Dominion transferred the SO 2 Allowances to them. Dominion sh all not have complied with the SO 2 23Allowance Surrender requirements of this Paragr aph until all third party recipient(s) have actually Surrendered the transferred SO 2 Allowances to EPA.
88. For all SO 2 Allowances required to be Surre ndered, Dominion or the third party recipient(s) (as the case may be) shall first submit an SO 2 Allowance transfer request to EPA’s Office of Air and Radia tion’s Clean Air Markets Divisi on directing the transfer of such SO 2 Allowances to the EPA Enforcement Surrender Account or to any other EPA account that EPA may direct in writing. Such SO 2 Allowance transfer requests may be made in an electronic manner using the EP A’s Clean Air Markets Division Business System or similar system provided by EPA. As part of submitting these transfer requests, Dominion or the third party reci pient(s) shall irrevocably aut horize the transfer of these
SO 2 Allowances and identify – by name of account and any applicable serial or other identification numbers or station name s – the source and location of the SO 2 Allowances being Surrendered.
VI. PM EMISSION RE DUCTIONS AND CONTROLS A. Optimization of Baghouse and Existing ESPs 89. By no later than thirty (30) Days from the Date of Entry of this Consent Decree, and continuing thereafter, Dominion shall Conti nuously Operate each PM Control Device on each Unit in the Dominion System. Dominion shall, at a minimum, to the extent practicable: (a) fully energize each section of the ESP for each Unit, where applicable; operate each compartment of the Baghouse for each Unit (except the compartment provided as a spare compartment under the de sign of the baghouse), where applicable (regardless of whether t hose actions are needed to comply with opacity limits); and repair any failed ESP section or Baghouse compartmen t at the next planned Unit outage (or 24unplanned outage of sufficient length); (b ) operate automatic control systems on each ESP to maximize PM collection efficiency, wh ere applicable; (c) maintain and replace bags on each Baghouse as needed to maximize collection efficiency, where applicable; and (d) inspect for and repair during the next planned Unit outage (or unplanned outage of sufficient length) any openings in ESP or Baghouse cas ings, ductwork and expansion joints to minimize air leakage.
B. PM Emission Rate and Monitoring Requirements 90. Commencing no later than sixty (60) Days from the Date of Entry of this Consent Decree, and continuing thereafter, Domini on shall Continuously Operate the Baghouses at Brayton Point Unit 1 and Unit 2 so that each Unit achieves and maintains a PM Emission Rate of no grea ter than 0.015 lb/mmBTU. 91. Commencing on July 1, 2013, and continuing thereafter, Dominion shall Continuously Operate a Baghouse at Brayton Point Unit 3 so as to achieve and maintain a PM Emission Rate of no greater than 0.015 lb/mmBTU. 92. Commencing no later than sixty (60) Days from the Date of Entry of this Consent Decree, and continuing thereafter, Dominion shall Continuously Operate the ESPs at Kincaid Unit 1 and Unit 2 so as to achiev e and maintain a PM Emission Rate of no greater than 0.030 lb/mmBTU. 93. Commencing in calendar year 2013, and con tinuing annually thereafter, Dominion shall conduct a stack test for PM pursuant to Para graph 94 for Brayton Point Unit 1, Unit 2 and Unit 3, and Kincaid Unit 1 and Unit 2. Th e annual performance test requirement imposed on Dominion by this Paragraph may be satisfied by stack tests conducted by Dominion as may be required by its permits from the applicable State for any year that 25such stack tests are requir ed under the permits. Domini on may perform testing every other year, rather than every year, provided th at two of the most recently completed test results from tests conducted in accordance with the methods and procedures specified in this Consent Decree demonstrate that the PM emissions are equal to or less than 0.015 lb/mmBTU for those units with an ESP and 0.010 lb/mmBTU for those units with a Baghouse. Dominion shall perform testing ev ery year, rather than every other year, beginning in the year immediately following a ny test result demonstrating that the PM emissions are greater than 0.015 lb/mmBTU for those units with an ESP or 0.010 lb/mmBTU for those units with a Baghouse . 94. To determine compliance with the PM Emissi on Rate established in Paragraphs 90-92, Dominion shall use the applicable reference methods and procedures (filterable portion only) specified in its Clean Air Act permits and applicable SIP. Each test shall consist of three separate runs performed under repres entative operating c onditions not including periods of startup, shutdown, or Malfunction. The sampling time for each run shall be at least 120 minutes and the volume of each run shall be at least 1.70 dry standard cubic meters (60 dry standard cubic feet). Do minion shall calculate the PM Emission Rate from the stack test results in accordance with 40 C.F.R. § 60.8(f). The results of each PM stack test shall be submitted to EPA within sixty (60) Days of completion of each test. 95. Commencing in calendar year 2013, and continuing thereafter in each ye ar that testing is required pursuant to Paragraph 93, Domini on shall conduct a PM stack test for condensable PM at Brayton Point Unit 1, Un it 2 and Unit 3, and Ki ncaid Unit 1 and Unit 2, using the reference methods and procedures set forth at 40 C.F.R. Part 51, Appendix M, Method 202 and as set forth in Paragraph 94. Each test shall consist of three separate 26runs performed under representative opera ting conditions not in cluding periods of startup, shutdown, or Malfunction. The sampli ng time for each run shall be at least 120 minutes and the volume of each run shall be 1.70 dry standard cubic meters (60 dry standard cubic feet). Dominion shall calcu late the number of pounds of condensable PM emitted in lb/mmBTU of heat input from the stack test results in accordance with 40
C.F.R. § 60.8(f). The results of the PM st ack test conducted pursuant to this Paragraph shall not be used for the purpose of determ ining compliance with the PM Emission Rates required by this Consent Decree. The results of each PM stack test shall be submitted to EPA and the applicable state agency within sixty (60) Days of completion of each test.
96. When Dominion submits the application for amendment to its Title V Permit pursuant to Paragraph 168, that appli cation shall include a Comp liance Assurance Monitoring (“CAM”) plan, under 40 C.F.R. Part 64, for th e PM Emission Rate in Paragraphs 90-92. The PM CEMS required under Paragraphs 97- 101 may be used in that CAM plan. C. PM CEMS
97. Dominion shall install, correlate, maintain, and operate PM CEMS on Brayton Point Unit 1, Unit 2, and Unit 3, and Kincaid Unit 1 and Un it 2, as specified below. The PM CEMS shall comprise a continuous particle mass monitor measuring particulate matter concentration, directly or i ndirectly, on an hourly average basis and a diluent monitor used to convert the concentration to un its expressed in lb/mmBTU. The PM CEMS installed at each Unit must be appropriate fo r the anticipated stack conditions and capable of measuring PM concentrations on an hourly average basis. Insta llation and operation of a single PM CEMS at the common stack of Kincaid Units 1 and 2 shall serve the requirement for both units. Dominion shall maintain, in an electronic database, the 27hourly average emission values of all PM CEMS in lb/mmBTU. Ex cept for periods of monitor malfunction, maintenance, or repair , Dominion shall continuously operate the PM CEMS at all times when th e Unit it serves is operating. 98. By no later than nine (9) Months from th e Date of Entry of this Consent Decree, Dominion shall submit to EPA for review and approval pursuant to Section XIII (Review and Approval of Submittals) of this Consen t Decree a plan for the installation and correlation of the PM CEMS for Brayt on Point Unit 1, Unit 2 and Unit 3, and the common stack of Kincaid Unit 1 and Unit 2.
99. By no later than twelve (12) Months from the Date of Entry of this Consent Decree, Dominion shall submit to EPA for review and approval pursuant to Section XIII (Review and Approval of Submittals) of this Consent Decree a proposed Quality Assurance/Quality Control (“QA/QC”) protocol that shall be followed for such PM CEMS. The proposed QA/QC protocol may in clude a process for streamlined revisions to stay current with regulatory chan ges (e.g., PS 11) and PM monitor vendor recommendations.
100. In developing both the plan for installati on and correlation of the PM CEMS and the QA/QC protocol, Dominion shall use the criteri a set forth in 40 C.F.R. Part 60, Appendix B, Performance Specification 11, and Appe ndix F, Procedure 2. Following EPA’s approval (in consultation with the appropriate state agency) of the plan described in Paragraph 98 and the QA/QC protocol de scribed in Paragraph 99, Dominion shall thereafter operate the PM CEMS in accordance with the approved plan and QA/QC protocol.

28101. By no later than eighteen (18) Months after the date that EPA appr oves the plan for the installation of the PM CEMS for Kincaid Unit s 1 and 2, and by no later than twenty four (24) months after the date that EPA approve s the plan for the installation of the PM CEMS for Brayton Point Units 1, 2, and 3, Do minion shall install, correlate, maintain, and operate PM CEMS at each Unit or stac k, conduct performance specification tests on the PM CEMS, and demonstrate compliance with the plan and protocol submitted to and approved by EPA in accordance with Paragraphs 98 and 99. Dominion shall report, pursuant to Section XII (Periodic Reportin g), the data recorded by the PM CEMS, expressed in lb/mmBTU on a ro lling average 3-hour basis an d a rolling average 24-hour basis in electronic format (Microsoft Excel compatible) to EPA. Notwithstanding any other provision of this Consent Decree, exceed ances of the PM Emission Rate that occur as a result of detuning emission controls as required to achieve the high level PM test runs during the correlation test ing shall not be considered a violation of the requirements of this Consent Decree and shall not be subject to sti pulated penalties; provided, however, that Dominion shall make best effo rts to keep the high level PM test runs during such correlation testing below the applicable PM Emission Rate.

D. General PM Provisions
102. Stack testing shall be used to determine compliance with the PM Emission Rate established by this Consent Decr ee. Data from PM CEMS sh all be used, at a minimum, to monitor progress in reducing PM emissions on a continuous basis.
103. Nothing in this Consent Decree is intended to, or shall, alter or waive any applicable law (including but not limited to any defenses, en titlements, challenges, or clarifications 29related to the Credible Evidence Rule, 62 Fed. Reg. 8314 (Feb. 24, 1997)) concerning the use of data for any purpose under the Act.
VII. RETIRE STATE LINE
104. No later than June 1, 2012, Dominion shall pe rmanently shut down State Line Unit 3 and Unit 4. No later than the Date of Entr y of this Consent Decree, Dominion shall implement all other requirements to Retire State Line Unit 3 and Unit 4.
VIII. PROHIBITION ON NETTING CREDITS OR OFFSETS
105. Emission reductions that result from actions to be taken by Dominion after the Date of Entry of this Consent Decree to comply with the requirements of this Consent Decree shall not be considered as a creditable contemporaneous emission decrease for the purpose of obtaining a Netting credit or offs et under the Clean Air Act’s Nonattainment NSR and PSD programs. Notwithstanding the preceding sentence, and subject to the limitations provided in the following Paragr aph 106, Dominion may treat up to (a) 75 tons of NO x , 75 tons of SO 2 , and 15 tons of PM emission re ductions at the Kincaid plant as if they were not otherwise required by this Consent Decree for purposes of netting at the Kincaid plant, and (b) 75 tons of NO x , 75 tons of SO 2 , and 15 tons of PM emission reductions at Brayton Point Unit 3 as if they were not otherwise re quired by this Consent Decree for purposes of Netting at Brayton Point Unit 3.
106. Use of the Netting credits provided in Pa ragraph 105 is subject to the following additional restrictions: (a) The emission reductions of NO x , SO 2 , and PM Dominion intends to utilize for Netting purposes must be contemporaneous a nd otherwise creditable within the meaning of the Act and the applicable SIP, and Domini on must comply with, an d be subject to, all 30requirements and criteria for creating contempor aneous creditable decreases as set forth in 40 C.F.R. § 52.21(b) and the applicable SIP, subject to the limitations of this Section, (b) Dominion must apply for, and obtain, any required minor NSR permits for any project in which emission reductions under Paragraph 105 are used for Netting. Dominion shall provide notice and a copy of its permit application to EPA in accordance with Section XIX (Notices), concurrent w ith its permit application submission to the relevant permitting authority, (c) The emission reductions of NO x , SO 2 , and PM Dominion intends to utilize for Netting shall not be availabl e under this Section if su ch use would result in an exceedance of a PSD increment, an adverse im pact on a Class I area, or an interference with “reasonable further progress” toward attainment of a NAAQS in accordance with Part D of the CAA, and (d) Dominion must be and remain in full co mpliance with the provisions of this Consent Decree establishing performance, operational, maintenance, and control technology requirements at the pl ant at which netting is used or proposed to be used, including Emission Rates, Plant-Wide Annual Tonnage Limitations, and the requirements pertaining to the Surrender of SO 2 and NO x Allowances.
107. The limitations on the generation and use of Ne tting credits and offsets set forth in this Section do not apply to emission reductions achieved by a particular Dominion System Unit that are greater than t hose required under this Consen t Decree for that particular Dominion System Unit. For purposes of this Paragraph, emission reductions from a Dominion System Unit are greater than those re quired under this Cons ent Decree if they result from such Unit’s compliance with fe derally-enforceable emission limits that are 31more stringent than those limits impose d on the Unit under this Consent Decree and under applicable provisions of the Clean Air Act or the applicable SIP.
108. Nothing in this Consent Decree is intended to preclude the emissi on reductions generated under this Consent Decree from being consid ered by the applicable state regulatory agency or EPA for the purpose of attainment demonstrations submitted pursuant to § 110 of the Act, 42 U.S.C. § 7410, or in determining impacts on National Ambient Air Quality Standards, PSD increment, or air quality relate d values, including visibility, in a Class I

area. IX. ENVIRONMENTAL MITIGATION PROJECTS 109. Dominion shall implement the Environmental Mitigation Projects (“Projects”) described in Appendix A to this Consent Decree in compliance with the approved plans and schedules for such Projects and other terms of this Consent Decree. In implementing the Projects, Dominion shall spend no less than $9.75 million in Project Dollars. Dominion shall not include its own personnel costs in overseeing the implementa tion of the Projects as Project Dollars.
110. Dominion shall maintain, and present to EPA upon request, all documents to substantiate the Project Dollars expended to implement the Projects described in Appendix A, and shall provide these documents to EPA within thirty (30) Days of a request for the documents.
111. All plans and reports prepared by Dominion pur suant to the requirements of this Section IX of the Consent Decree and required to be submitted to EPA shall be publicly available from Dominion without charge.

32112. Dominion shall certify, as part of each pl an submitted to EPA for any Project, that Dominion is not otherwise required by law to perform the Project described in the plan, that Dominion is unaware of any other pers on who is required by law to perform the Project, and that Dominion will not use any Pr oject, or portion thereof, to satisfy any obligations that it may have under other appl icable requirements of law, including any applicable renewable or energy efficiency portfolio standards.
113. Dominion shall use good faith efforts to s ecure as much environmental benefit as possible for the Project Dollars expended, cons istent with the applicable requirements and limits of this Consent Decree.
114. If Dominion elects (where such an electi on is allowed) to und ertake a Project by contributing funds to another person or entity that will carry out th e Project in lieu of Dominion, but not including Dominion’s agents or cont ractors, that person or instrumentality must, in writing: (a) identify its legal authority for accepting such funding; and (b) identify its le gal authority to conduct th e Project for which Dominion contributes the funds. Regardless of whethe r Dominion elects (where such election is allowed) to undertake a Projec t by itself or to do so by c ontributing funds to another person or instrumentality that will carry out the Project, Dominion acknowledges that it will receive credit for the expenditure of such funds as Project Dollars only if Dominion demonstrates that the funds have been actua lly spent by either Dominion or by the person or instrumentality receiving them, and that such expenditures met all requirements of this
Consent Decree. 115. Dominion shall comply with the reporti ng requirements described in Appendix A.

33116. In connection with any communication to th e public or to shareholders regarding Dominion’s actions or expenditures relating in any way to the Environmental Mitigation Projects in this Consent Decree, Domi nion shall include prominently in the communication the information that the actions and expenditures were required as part of a consent decree to resolve allegations th at Dominion violated the Clean Air Act.
117. Within sixty (60) Days following the comp letion of each Project required under this Consent Decree (including any a pplicable periods of demonstr ation or testing), Dominion shall submit to the United States a report th at documents the date that the Project was completed, the results achieved by implementing the Project, including the emission reductions or other environmental benef its, and the Project Dollars expended by Dominion in implementing the Project.
X. CIVIL PENALTY
118. Within thirty (30) Days after the Date of Entry of this Consent Decree, Dominion shall pay to the United States a civil penalty in the amount of $3.4 million. The civil penalty shall be paid by Electronic Funds Transfer (“ EFT”) to the United States Department of Justice, in accordance with current EFT procedures, referencing USAO File Number 2013V00150, DOJ Case Number 90-5-2-1-09860, and the civil action case name and case number of this action. The costs of such EFT shall be Dominion’s responsibility. Payment shall be made in accordance with instructions provided to Dominion by the Financial Litigation Unit of the U.S. Attorney’s Office for the Central Di strict of Illinois. Any funds received after 2:00 p.m . EDT shall be credited on the next business day. At the time of payment, Dominion shall provide notice of payment, referencing the USAO File Number, the DOJ Case Number, and the civil action case name and case number, to 34the United States Department of Justice and to EPA in accordance with Section XIX (Notices) of this Consent Decree. 119. Failure to timely pay the civil penalty shal l subject Dominion to interest accruing from the date payment is due until the date payment is made at the rate prescribed by 28 U.S.C. § 1961, and shall render Dominion liable for al l charges, costs, fees, and penalties established by law for the benefit of a cred itor or of the United States in securing payment. 120. Payments made pursuant to this Section, a nd payments made pursuant to Section XIV (Stipulated Penalties), are pena lties within the meaning of S ection 162(f) of the Internal Revenue Code, 26 U.S.C. § 162(f), and are no t tax-deductible expenditures for purposes of federal law.
XI. RESOLUTION OF CL AIMS AGAINST DOMINION A. Resolution of U.S. Civil Claims
121. Claims of the United States Based on Modi fications Occurring Before the Date of Lodging of this Consent Decree . Entry of this Consent D ecree shall resolve all civil claims of the United States against Domi nion that arose from any modifications commenced at any Dominion System Unit prior to the Date of Lodging of this Consent Decree, including but not limited to those modifications alleged in the NOV/FOV issued by EPA to Dominion on April 16, 2009 and the Co mplaint filed in this civil action, under any or all of: (a) Parts C or D of Subchapt er I of the Clean Air Act, 42 U.S.C. §§ 7470

- 7492, 7501-7515, and the implementing PSD and N onattainment NSR provisions of the relevant SIPs; (b) Section 111 of the Clean Air Act and 40 C.F.R. Section 60.14; and (c) Title V of the Clean Air Act, 42 U.S.C. § 7661-7661f, but only to the extent that such 35Title V claims are based on Dominion’s failure to obtain an operating permit that reflects applicable requirements imposed under Parts C or D of Subchapter I of the Clean Air Act. Entry of this Consent Decree shall also resolve the civil claims of the United States for any opacity claims at State Line that occurred prior to the lodging of this Consent Decree, including the opacity violations alleged in EPA’s April 16, 2009 NOV/FOV.

XII. PERIODIC REPORTING
122. After entry of this Consen t Decree, Dominion shall subm it to EPA a periodic report, within sixty (60) Days after the end of each half of the calendar year (January through June and July through December). The report shall include the following information:

a. all information necessary to determine compliance with the requirements of the following provisions of this Consent Decree: Section IV concerning NO x emissions and monitoring (including a ll information necessary to determine whether it is technically infeasible to Continuously Operate the SCR as provided in Paragraphs 58 and 60), and the surrender of NO x Allowances; Section V concerning SO 2 emissions and monitoring (including all information concerning gas curtailments as provided in Pa ragraph 74), and the surrender of SO 2 Allowances; Section VI concerni ng PM emissions and monitoring; b. 3-hour rolling average and 24-hour rolling av erage PM CEMS data as required by Paragraph 101 in electronic format (Microsoft Excel compatible), and an identification of all periods of monitor malfunction, maintenance, and/or repair as provided in Paragraph 97;

36c. Any submittals to the applicable permitti ng authority requesting use of Netting credits or offsets generated by Para graph 105 of this Consent Decree. d. all information relating to Super-Compliant NO x and SO 2 Allowances that Dominion claims to have generated in accordance with Sections IV.D and V.D through compliance beyond the requirem ents of this Consent Decree;

e. all information indicating that the installation or upgrade and commencement of operation of a new or upgraded pollu tion control device may be delayed, including the nature and cause of the delay, and any steps taken by Dominion to mitigate such delay; f. all affirmative defenses asserted pursuant to Paragraphs 138 through 144 during the period covered by the progress report;
g. an identification of all periods when a ny pollution control devi ce required by this Consent Decree to Continuous ly Operate was not operati ng, the reason(s) for the equipment not operating, and the basi s for Dominion’s compliance or non

compliance with the Continuous Operation requirements of this Consent Decree; and h. a summary of actions implemented and expenditures made pursuant to implementation of the Environmental Miti gation Projects required pursuant to Section IX and Appendix A.
123. In any periodic report submitted pursuant to this Section, Dominion may incorporate by reference information previously submitted under its Title V permitting requirements, provided that Dominion attaches the Title V Permit report (or the pertinent portions of

37such report) and provides a specific referen ce to the provisions of the Title V Permit report that are responsive to the inform ation required in the periodic report.
124. In addition to the reports required pursuant to this Section, if Dominion violates or deviates from any provision of this Cons ent Decree, Dominion shall submit to EPA a report on the violation or devi ation within ten (10) busines s days after Dominion knew or should have known of the event. In the re port, Dominion shall explain the cause or causes of the violation or deviation and any measures taken or to be taken by Dominion to cure the reported violation or deviation or to prevent such violation or deviation in the future. If at any time, the provisions of this Consent Decree are included in Title V Permits, consistent with the requirements for su ch inclusion in this Consent Decree, then the deviation reports required under applicable Title V regul ations shall be deemed to satisfy all the requirement s of this Paragraph.
125. Each Dominion report shall be signed by Dominion’s Responsible Official as defined in Title V of the Clean Air Act, or his or her eq uivalent or designee of at least the rank of Vice President, and shall contain the following certification: This information was prepared either by me or under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information su bmitted. Based on my evaluation, or the direction and my inquiry of the pers on(s) who manage the system, or the person(s) directly responsible for gather ing the information, I hereby certify under penalty of law that, to the best of my knowledge and belief, this information is true, accurate, and complete. I understand that there are signif icant penalties for submitting false, inaccurate, or incomplete information to the United States.
126. If any NO x or SO 2 Allowances are surrendered to any non-profit third party pursuant to Paragraphs 71 and/or 87, the non-profit third party’s certification shall be signed by a managing officer of the non-prof it third party and shall cont ain the following language:

38I certify under penalty of law that _____________ [name of non-profit third party] will not sell, trade, or otherwise exchange any of the allowances and will not use any of the allowances to meet any obligation imposed by any environmental law. I understand that there are significant penalties for making misrepresentations to or misleading the United States.
XIII. REVIEW AND APPROVAL OF SUBMITTALS
127. Dominion shall submit each plan, report, or other submission required by this Consent Decree to EPA whenever such a document is required to be submitted for review or approval pursuant to this Consent Decree. For any submittal requiring EPA approval under this Consent Decree, EPA may approve th e submittal or decline to approve it and provide written comments explaining the base s for declining such approval as soon as reasonably practicable. Within sixty (60) Days of receiving written comments from EPA, Dominion shall either: (a) revise the submitta l consistent with the written comments and provide the revised submittal to EPA; or (b) submit the matter for dispute resolution, including the period of informal negotiations , under Section XVI (D ispute Resolution) of this Consent Decree.
128. Upon receipt of EPA’s final approval of the submittal, or upon completion of the submittal pursuant to dispute resoluti on, Dominion shall implement the approved submittal in accordance with the schedule sp ecified therein or another EPA-approved schedule.
XIV. STIPULATED PENALTIES 129. For any failure by Dominion to comply with the terms of this Consent Decree, and subject to the provisions of Sections XV (Force Majeure) and XVI (Dispute Resolution), Dominion shall pay, within thirty (30) Days after receipt of written demand to Dominion by the United States, the following stipul ated penalties to the United States:

39Consent Decree Violation Stipulated Penalty a. Failure to pay the civil penalty as required by Section X (Civil Penalty) of this Consent Decree $10,000 per Day
b. Failure to comply with any applicable 30-Day Rolling Average Emission Rate. $2,500 per Day per violation where the violation is less than 5% in excess of the lb/mmBTU limits $5,000 per Day per violation where the violation is equal to or greater than 5% but less than 10% in excess of the lb/mmBTU limits $10,000 per Day per violation where the violation is equal to or greater than 10% in excess of the lb/mmBTU limits c. Failure to comply with any applicable 12-Month Rolling Average Emission Rate $200 per Operating Day per violation where the violation is less than 5% in excess of the lb/mmBTU limits $400 per Operating Day per violation where the violation is equal to or greater than 5% but less than 10% in excess of the lb/mmBTU limits $800 per Operating Day per violation where the violation is equal to or greater than 10% in excess of the lb/mmBTU limits d. Failure to comply with an applicable Plant-Wide Annual $5,000 per ton for first 100 tons, Tonnage Limitation $10,000 per ton for each additional ton above 100 tons, plus the surrender of NO x or SO 2 Allowances in an amount equal to two times the number of tons of NO x or SO 2 emitted that exceeded the Plant-Wide Annual Tonnage Limitation

40e. Failure to install, comme nce Continuous Operation, or $10,000 per Day per violation Continuously Operate a NO x , SO 2 , or PM control device as during the first 30 Days; required by this Consent Decree $37,500 per Day per violation thereafter f. Failure to comply with any applicable PM Emission Rate, where the violation is less than 5% in excess of the lb/mmBTU limit $2,500 per Operating Day per violation, starting on the Day a stack test result demonstrates a violation and continuing each Operating Day thereafter until and excluding such Day on which a subsequent stack test* demonstrates compliance with the applicable PM Emission Rate g. Failure to comply with any applicable PM Emission Rate, where the violation is equal to or greater than 5% but less than 10% in excess of the lb/mmBTU limit $5,000 per Operating Day per violation, starting on the Day a stack test result demonstrates a violation and continuing each Operating Day thereafter until and excluding such Day on which a subsequent stack test* demonstrates compliance with the applicable PM Emission Rate h. Failure to comply with any applicable PM Emission Rate, where the violation is equal to or greater than 10% in excess of the lb/mmBTU limit $10,000 per Operating Day per violation, starting on the Day a stack test result demonstrates a violation and continuing each Operating Day thereafter until and excluding such Day on which a subsequent stack test* demonstrates compliance with the applicable PM Emission Rate i. Failure to Retire a Unit as required by this Consent Decree $10,000 per Day per violation during the first 30 Days; $37,500 per Day per violation thereafter j. Failure to conduct a stack test for PM and as required by Section VI of this Consent Decree $1,000 per Day per violation
k. Failure to install or oper ate CEMS as required by this Consent Decree $1,000 per Day per violation

41l. Failure to apply for any permit required by Section XVII of this Consent Decree $1,000 per Day per violation
m. Failure to timely submit, modify, or implement, as approved, the reports, plans, studi es, analyses, protocols, or other submittals required by this Consent Decree $750 per Day per violation during the first 10 Days; $1,000 per Day per violation thereafter n. Failure to surrender SO 2 Allowances as required by this Consent Decree $37,500 per Day, plus $1,000 per SO 2 Allowance not surrendered o. Failure to surrender NO x Allowances as required by this Consent Decree $37,500 per Day, plus $1,000 per NO x Allowance not surrendered p. Using, selling, banking, tr ading, or transferring NO x Allowances or SO 2 Allowances except as permitted by this Consent Decree The surrender of Allowances in an amount equal to four (4) times the number of Allowances used, sold, banked, traded, or transferred in violation of this Consent Decree q. Failure to demonstrate the third-party surrender of a NO x or SO 2 Allowance as required by Paragraphs 72 and 88 of this Consent Decree $2,500 per Day per violation

r. Failure to optimize the existing ESPs and baghouses as required by Paragraph 89 of this Consent Decree $1,000 per Day per violation
s. Failure to undertake and complete any of the Environmental Mitigation Projects in compliance with Section IX and Appendix A of this Consent Decree $1,000 per Day per violation during the first 30 Days; $5,000 per Day per violation thereafter t. Any other violation of this C onsent Decree $1,000 per Day per violation *Dominion shall not be required to make any submission, including any notice or test protocol, or to obtain any a pproval to or from EPA in advance of conducting such a subsequent stack test, provi ded that Dominion uses te st protocols previously approved by EPA.
130. Violations of any limit based on a 30-Day roll ing average constitutes thirty (30) Days of violation but where such a vi olation (for the same pollutant and from the same Unit) recurs within periods less than thirty (30) Days, Dominion shall not be obligated to pay a daily stipulated penalty for any Day of the recurrence for which a stipulated penalty has already been paid.

42131. Violations of any limit based on a 12-Month rol ling average shall be assessed a stipulated penalty for each Operating Day in the 365 Days comprising the 12-Month period at issue, excluding any Operating Day for which a stipul ated penalty has alr eady been paid for a violation of an applicable 30-Day Rolling Aver age Emission Rate (for the same pollutant and from the same Unit). Where such a violation of the 12-Month Rolling Average Emission Rate (for the same pollutant and from the same Unit) recurs within periods less than 12 Months, Dominion shall not be obligated to pay a monthly stipulated penalty for any Day of the recurrence for which a stip ulated penalty has already been paid.
132. All stipulated penalties shall begin to accrue on the Day after the performance is due or on the Day a violation occurs, whichever is applicable, and shall continue to accrue until performance is satisfactorily completed or until the violation ceases, whichever is applicable. Nothing in this Consent Decr ee shall prevent the simultaneous accrual of separate stipulated penal ties for separate violations of this Consent Decree.
133. Dominion shall pay all stipulated penalties to the United States within thirty (30) Days of receipt of written demand to Dominion from the United States, and shall continue to make such payments every thirty (30) Days thereafter until the violation(s) no longer continues, unless Dominion elects within twenty (20) Days of receipt of written demand to Dominion from the United States to dis pute the accrual of stipulated penalties in accordance with the provisions in Section XVI (Dispute Resolution) of this Consent
Decree. 134. Stipulated penalties shall continue to accrue as provided in accordance with Paragraph 132 during any dispute, with interest on accrued stipulated penalties payable and

43calculated at the rate estab lished by the Secretary of the Treasury, pursuant to 28 U.S.C. § 1961, but need not be paid until the following:

a. If the dispute is resolved by agr eement, or by a decision of the United States pursuant to Section XVI (Dispute Resolution) of this Consent Decree that is not appealed to the Court, accrued stipulated penaltie s agreed or determined to be owing, together with accrued interest, shal l be paid within thirty (30) Days of the effective date of the agreement or of the receipt of the United States’ decision; b. If the dispute is appealed to the Court and the United States prevails in whole or in part, Dominion shall, within th irty (30) Days of receipt of the Court’s decision or order, pay all accrued stipulat ed penalties determined by the Court to be owing, together with interest accr ued on such penalties determined by the Court to be owing, except as prov ided in Subparagraph (c), below;

c. If the Court’s decision is appealed by either Party, Dominion shall, within fifteen (15) Days of receipt of the final appellate c ourt decision, pay all accrued stipulated penalties determined by the appe llate court to be owing, together with interest accrued on such stipulated penalties. Notwithstanding any other provision of this Consent Decree, the accrued stipulated penalties agreed by the United States and Do minion, or determined by the United States through Dispute Resolution, to be owing may be less than the stipulated penalty amounts set forth in Paragraph 129.
135. All monetary stipulated penalties shall be pa id in the manner set forth in Section X (Civil Penalty) of this Consent Decree, and all Allo wance Surrender stipulated penalties shall comply with the Allowance Surrender pr ocedures of Paragraphs 70-72 and 86-88.

44136. Should Dominion fail to pay stip ulated penalties in complian ce with the terms of this Consent Decree, the United States shall be entitled to collect in terest on such penalties, as provided for in 28 U.S.C. § 1961.
137. The stipulated penalties provided for in this Consent Decree shall be in addition to any other rights, remedies, or sanctions ava ilable to the United States by reason of Dominion’s failure to comply with any require ment of this Consent Decree or applicable law, except that for any violation of the Ac t for which this Consent Decree provides for payment of a stipulated penalty, Dominion shall be allowed a credit for stipulated penalties paid against any statutory penalties also imposed for such violation.
138. Affirmative Defense as to Stipulated Pena lties for Excess Emissions Occurring During Malfunctions : If any of the Units at Brayton or Kincaid exceed an applicable 30-Day Rolling Average Emission Rate for NO x or SO 2 set forth in this Consent Decree due to Malfunction, Dominion, bearing the burden of proof, has an affirmative defense to stipulated penalties under this Consent D ecree, if Dominion has complied with the reporting requirements of Paragraphs 143 a nd 144 and has demonstrated all of the following:

a. the excess emissions were cause d by a sudden, unavoidable breakdown of technology, beyond Dominion’s control; b. the excess emissions (1) did not stem from any activity or event that could have been foreseen and avoided, or pla nned for, and (2) could not have been avoided by better operation and maintenance practices;

45c. to the maximum extent practicable , the air pollution control equipment and processes were maintained and ope rated in a manner consistent with good practice for minimizing emissions; d. repairs were made in an expedi tious fashion when Dominion knew or should have known that an applicable 30-Day Rolling Average Emission Rate was being or would be exceeded. Off-sh ift labor and overtime must have been utilized, to the extent pract icable, to ensure that su ch repairs were made as expeditiously as practicable;

e. the amount and duration of the ex cess emissions (including any bypass) were minimized to the maximum extent practicable during periods of such emissions; f. all possible steps were taken to minimize the impact of the excess emissions on ambient air quality;
g. all emission monitoring systems were kept in operation if at all possible; h. Dominion’s actions in response to the excess emissions were documented by properly signed, contemporaneous operati ng logs, or other relevant evidence; i. the excess emissions were not part of a recurring pattern indicative of inadequate design, operation, or maintenance; and j. Dominion properly and promptly notif ied EPA as required by this Consent
Decree.

139. To assert an affirmative defense for Malfunction under Paragraph 138, Dominion shall submit all data demonstrating the actual emissions for the Day the Malfunction occurs and the 29-Day period following the Day the Malfunction occurs. Dominion may, if it

46elects, submit emissions data for the same 30-Day period but that excludes the excess emissions.
140. Affirmative Defense as to Stipulated Pena lties for Excess Emissions Occurring During Startup and Shutdown : If any of the Units at Brayton or Kincaid exceed an applicable 30-Day Rolling Average Emission Rate for NO x or SO 2 set forth in this Consent Decree due to startup or shutdown, Dominion, beari ng the burden of proof, has an affirmative defense to stipulated penalties under this C onsent Decree, if Dominion has complied with the reporting requirements of Paragraphs 143 and 144 and has demonstrated all of the following:

a. the periods of excess emissions that occurred during startup and shutdown were short and infrequent and could not have been prevented through careful planning and design consistent w ith good engineering, operation, and maintenance practices and manufacturers’ specifications and recommendations; b. the excess emissions were not part of a recurring pattern indicative of inadequate design, operation, or maintenance;

c. if the excess emissions were cause d by a bypass (an inte ntional diversion of control equipment), then the bypass was unavoidable to prevent loss of life, personal injury, or severe property damage; d. at all time, the facility was operated in a manner consistent with good practice for minimizing emissions;

e. the frequency and duration of opera tion in startup or shutdown mode was minimized to the maximum extent pr acticable and consistent with good

47engineering, operation, and maintena nce practices and manufacturers’ specifications and recommendations; f. all possible steps were taken to minimize the impact of the excess emissions on ambient air quality;
g. All emissions monitoring systems were kept in operation if at all possible; h. Dominion’s actions during the period of excess emissions were documented by properly signed, contempor aneous operating logs, or other relevant evidence; and i. Dominion properly and promptly notif ied EPA as required by this Consent
Decree. 141. To assert an affirmative defense for star tup or shutdown under Pa ragraph 140, Dominion shall submit all data demonstrating the actual emissions for the Day the excess emissions from startup or shutdown occurs and th e 29-Day period following the Day the excess emissions from startup or shutdown occurs. Dominion may, if it elects, submit emissions data for the same 30-Day period but that excludes the excess emissions.
142. If excess emissions occur due to a Malfuncti on during routine startup and shutdown, then those instances shall be treated as ot her Malfunctions subject to Paragraph 138.
143. For an affirmative defense under Paragraphs 138 and 140, Dominion, bearing the burden of proof, shall demonstrate, through submission of the data and information under the reporting provisions of this Sect ion, that all reasonable and practicable measures within Dominion’s control were implemented to prev ent the occurrence of the excess emissions.
144. Dominion shall provide notice to EPA in writin g of Dominion’s intent to assert an affirmative defense for Malfunction, star tup, or shutdown under Paragraphs 138 and 140,

48in Dominion’s semi-annual progress reports as required by Paragraph 122. This notice shall be submitted to EPA pursuant to the provisions of Section XIX (Notices). The notice shall contain:

a. The identity of each stack or other emission point where the excess emissions occurred; b. The magnitude of the excess emissions expressed in lb/mmBTU and the operating data and calculations used in determining the magnitude of the excess emissions;

c. The time and duration or expect ed duration of the excess emissions; d. The identity of the equipment fr om which the excess emissions emanated;

e. The nature and cause of the excess emissions; f. The steps taken, if the excess emi ssions were the result of a Malfunction, to remedy the Malfunction and the step s taken or planned to prevent the recurrence of the Malfunction;
g. The steps that were or are being taken to limit the excess emissions; and h. If applicable, a list of the steps taken to comply with permit conditions governing Unit operation during periods of startup, shutdown, and/or Malfunction.
145. A Malfunction, startup, or shutdown shall no t constitute a Force Majeure Event unless the Malfunction, startup, or shutdown meets th e definition of a Force Majeure Event, as provided in Section XV (Force Majeure).

49146. The affirmative defense provided herein is on ly an affirmative defense to stipulated penalties for violations of this Consent Decree, and not a defense to any civil or administrative action for injunctive relief.
XV. FORCE MAJEURE
147. For purposes of this Consent Decree, a “Force Majeure Event” shall mean an event that has been or will be caused by circumstances beyond the control of Dominion, its contractors, or any entity controlled by Dominion that de lays or prevents compliance with any provision of this Consent Decree or otherwise causes noncompliance with any provision of this Consent Decree despite Domini on’s best efforts to fulfill the obligation. “Best efforts to fulfill the obligation” include using the best efforts to anticipate any potential Force Majeure Event and to address the effects of any such event (a) as it is occurring, and (b) after it ha s occurred, such that the delay or noncompliance, and any adverse environmental effect of the delay or noncompliance, is minimized to the greatest extent possible.
148. Notice of Force Majeure Events . If any event occurs or ha s occurred that may delay or prevent compliance with or otherwise cause noncomplian ce with any obligation under this Consent Decree, as to which Dominion in tends to assert a clai m of Force Majeure, Dominion shall notify the United States in wri ting as soon as practicable, but in no event later than fourteen (14) Days following the date Dominion first knew, or by the exercise of due diligence should have known, that the event caused or may cause such delay or noncompliance. In this notice, Dominion sha ll reference this Paragr aph of this Consent Decree and describe the anticipated length of time that the delay or noncompliance may persist, the cause or causes of the delay or noncompliance, all measures taken or to be

50taken by Dominion to prevent or minimize th e delay or noncompliance and any adverse environmental effect of the delay or nonc ompliance, the schedule by which Dominion proposes to implement those measures, and Do minion’s rationale for attributing a delay or noncompliance to a Force Majeure Even t. Dominion shall adopt all reasonable measures to avoid or minimize such delays or noncompliance. Dominion shall be deemed to know of any circumstance which Dominion, its contractors, or any entity controlled by Dominion knew or should have known. 149. Failure to Give Notice . If Dominion fails to comply with the notice requirements of this Section, the United States ma y void Dominion’s claim for Force Majeure as to the specific event for which Dominion has failed to comply with such notice requirement.
150. United States’ Response . The United States shall notif y Dominion in writing regarding Dominion’s claim of Force Majeure as soon as reasonably practicable. If the United States agrees that a Force Majeure Event ha s delayed or prevented, or will delay or prevent, compliance with any provision of th is Consent Decree, or has otherwise caused or will cause noncompliance with any provision of this Consent Decree, the United States and Dominion shall stipulate to an extensi on of deadline(s) for performance of the affected compliance requirement(s) by a pe riod equal to the delay or period of noncompliance actually caused by the event.
151. Disagreement . If the United States does not accept Dominion’s claim of Force Majeure, or if the United States and Dominion ca nnot agree on the length of the delay or noncompliance actually caused by the Force Maje ure Event, the matter shall be resolved in accordance with Section XVI (Dispute Resolution) of this Consent Decree.

51152. Burden of Proof . In any dispute regarding Force Majeure, Dominion shall bear the burden of proving that any delay in perfor mance or any other noncompliance with any requirement of this Consent Decree was caused by or will be caused by a Force Majeure Event. Dominion shall also bear the burde n of proving that Dominion gave the notice required by this Section and the burden of pr oving the anticipated duration and extent of any delay(s) or noncompliance at tributable to a Force Majeur e Event. An extension of one compliance date based on a particular even t may, but will not necessarily, result in an extension of a subsequent compliance date.
153. Events Excluded . Unanticipated or increased costs or expenses associated with the performance of Dominion’s ob ligations under th is Consent Decree sha ll not constitute a Force Majeure Event.
154. Potential Force Majeure Events . The Parties agree that, depending upon the circumstances related to an event and Domi nion’s response to such circumstances, the kinds of events listed below are among those that could qualify as Force Majeure Events within the meaning of this Section: construction, labor, or equipment delays; Malfunction of a Unit or emission control device; unantic ipated coal supply or pollution control reagent delivery interruptions; acts of God; acts of war or terrorism; and orders by a government official, government agency, ot her regulatory authority, or a regional transmission organization, acting under and au thorized by applicable law, that direct Dominion to supply electricity in response to a system-wid e (state-wide or regional) emergency (which could include unanticipated required operation to a void loss of load or unserved load or to preserve the reliability of the bulk power system). Depending upon the circumstances and Dominion’s response to such circumstances, failure of a permitting

52authority to issue a necessary permit in a ti mely fashion may constitute a Force Majeure Event where the failure of the permitting au thority to act is beyond the control of Dominion and Dominion has taken all steps available to it to obtain the necessary permit, including, but not limited to: submitting a complete permit application; responding to requests for additional information by the perm itting authority in a timely fashion; and accepting lawful permit terms and conditions after expeditiously exhausting any legal rights to appeal terms and conditions imposed by the permitting authority.
155. As part of the resolution of any matter submitted to this Court under Section XVI (Dispute Resolution) regarding a claim of Force Majeure, the United States and Dominion by agreement, or this Court by orde r, may in appropriate circumstances extend or modify the schedule for completion of work under this Consent Decree to account for the delay in the work that occurred as a resu lt of any delay agreed to by the United States or approved by the Court. Dominion shall be liable for stipulated penalties pursuant to Section XIV (Stipulated Penalties) for its fa ilure thereafter to complete the work in accordance with the extended or modified schedule (provided that Dominion shall not be precluded from making a further claim of For ce Majeure with regard to meeting any such extended or modified schedule).
XVI. DISPUTE RESOLUTION
156. The dispute resolution procedure provided by this Section shall be available to resolve all disputes arising under this Consent Decree, provided that the Party invoking such procedure has first made a good faith attempt to resolve the matter w ith the other Party.
157. The dispute resolution procedure required he rein shall be invoked by one Party giving written notice to the other Party advising of a dispute pursuant to this Section. The notice

53shall describe the nature of the dispute a nd shall state the noticing Party’s position with regard to such dispute. The Party receivi ng such a notice shall acknowledge receipt of the notice, and the Parties in dispute shall e xpeditiously schedule a meeting to discuss the dispute informally not later than fourteen (14) Days following receipt of such notice.
158. Disputes submitted to dispute resolution under this Section shall, in the first instance, be the subject of informal negotiations between the Parties. Such period of informal negotiations shall not extend beyond thirty (30) Days from th e date of the first meeting between the Parties’ representatives unless they agree in writing to shorten or extend this period. 159. If the Parties are unable to reach agreemen t during the informal negotiation period, the United States shall provide Dominion with a written summary of its position regarding the dispute. The written position provided by the United States shall be considered binding unless, within forty-five (45) Days thereafter, Domi nion seeks judicial resolution of the dispute by filing a peti tion with this Court. The United States may submit a response to the petition within fo rty-five (45) Days of filing.
160. The time periods set out in this Section ma y be shortened or lengthened upon motion to the Court of one of the Partie s to the dispute, explaining the Party’s basis for seeking such a scheduling modification.
161. This Court shall not draw any inferences nor establish any presumptions adverse to either Party as a result of invocation of this Section or the Parties’ inability to reach agreement.
162. As part of the resolu tion of any dispute under this Sec tion, in appropriate circumstances the Parties may agree, or this Court may or der, an extension or modification of the schedule for the completion of the activitie s required under this Consent Decree to

54account for the delay that occurred as a resu lt of dispute resolution. Dominion shall be liable for stipulated penalties pursuant to Sec tion XIV (Stipulated Penalties) for its failure thereafter to complete the work in accordan ce with the extended or modified schedule, provided that Dominion shall no t be precluded from asserting that a Force Majeure Event has caused or may cause a delay in complying with the extended or modified schedule.
163. The Court shall decide all disputes pursuant to applicable principles of law for resolving such disputes. In their filings with the C ourt under Paragraph 159, the Parties shall state their respective positions as to the applicable standard of law for resolving the particular dispute.
XVII. PERMITS
164. Unless expressly stated othe rwise in this Consent Decr ee, in any instance where otherwise applicable law or th is Consent Decree requires Do minion to secure a permit to authorize construction or operation of a ny device, including all preconstruction, construction, and operating permits required und er applicable state law, Dominion shall make such application in a timely manner. EPA shall use best efforts to review expeditiously, to the extent applicable, all permit applications submitted by Dominion to meet the requirements of this Consent Decree.
165. Notwithstanding Paragraph 164, not hing in this Consent Decr ee shall be construed to require Dominion to apply for or obtain a PSD or Nonattainment NSR permit for physical changes in, or changes in the method of operation of, any Dominion System Unit that would give rise to claims resolved by Section XI (Resolution of Claims Against Dominion) of this Consent Decree.

55166. When permits are required, Dominion shall co mplete and submit applications for such permits to the applicable state agency to allow sufficient time for all legally required processing and review of the permit request, in cluding requests for additional information by the applicable state agency. Any failure by Dominion to submit a timely permit application for Dominion System Units sh all bar any use by Dominion of Section XV (Force Majeure) of this C onsent Decree, where a Force Majeure claim is based on permitting delays.
167. Notwithstanding the reference to Title V Permits in this Consent Decree, the enforcement of such permits shall be in accordance with their own terms and the Act and its implementing regulations. The Title V Perm its shall not be enforceable under this Consent Decree, although any term or limit established by or under this Consent Decree shall be enforceable under this Consent Decree regardless of whether such term has or will become part of a Title V Permit, subject to the terms of Section XXVII (Conditional Termination of Enforcement Under D ecree) of this Consent Decree.
168. Within one hundred eighty (180) Days after th e Date of Entry of this Consent Decree, Dominion shall modify any applicable Titl e V Permit application(s), or apply for modifications of its Title V Permits, to incl ude a schedule for all Unit-specific, plantspecific, and system-specific performance, operational, maintenance, and control technology requirements established by this C onsent Decree including, but not limited to, (a) Emission Rates, (b) Plant-Wide Annua l Tonnage Limitations, (c) the requirements pertaining to the Surrender of SO 2 and NO x Allowances, and (d) the requirements pertaining to Retirement of State Line.

56169. Within one (1) year from the Date of Entry of this Consent Decree, Dominion shall either apply to permanently include the requireme nts and limitations enumerated in this Consent Decree into a federally enforceable no n-Title V permit, or request a site-specific amendment to the applicable SIP to include the requirements and limitations enumerated in this Consent Decree. The federally enfo rceable permit or SIP amendment shall require compliance with all Unit-specific, plant-sp ecific, and system-specific performance, operational, maintenance, and control t echnology requirements established by this Consent Decree including, but not limited to, (a) Emission Rates, (b) Plant-Wide Annual Tonnage Limitations, (c) the requirements pertaining to the Surrender of SO 2 and NO x Allowances, and (d) the requirements pert aining to Retirement of State Line.
170. As soon as practicable, but in no event later than one hundred eighty (180) Days after the issuance of the permit or SIP amendment re quired by Paragraph 169, Dominion shall file a complete application to the appropriate permitting authority to incorporate the requirements of the permit or SIP amendment into the Title V operating permit for each plant.
171. Dominion shall provide the United States with a copy of each application for a federally enforceable permit or SIP amendment, as well as a copy of any permit proposed as a result of such application, to allow for timely participation in any public comment opportunity.
172. Prior to conditional termination of enforcement through this Consent Decree, Dominion shall obtain enforceable provisions in its Title V permits that incorporate all Unitspecific, plant-specific, and system-specific performance, operational, maintenance, and control technology requirements established by this Consent Decree including, but not

57limited to, (a) Emission Rates, (b) Plant-Wi de Annual Tonnage Limitations, and (c) the requirements pertaining to the Surrender of SO 2 and NO x Allowances.
173. If Dominion proposes to sell or transfer to an entity unrelated to Dominion (“Third Party Purchaser”) part or all of its Operational or Ownership Interest covered under this Consent Decree, Dominion shall comply with the requirements of Section XX (Sales or Transfers of Operational or Ownership Interest s) of this Consent Decree with regard to that Operational or Ownersh ip Interest prior to any such sale or transfer.
XVIII. INFORMATION COLLECTION AND RETENTION
174. Any authorized representative of the United St ates, including its atto rneys, contractors, and consultants, upon presentation of credenti als, shall have a right of entry upon the premises of an Dominion System Unit at any reasonable time for the purpose of:

a. monitoring the progress of activities required under this Consent Decree; b. verifying any data or information submitted to the United States in accordance with the terms of this Consent Decree;

c. obtaining samples and, upon request, splits of any samples taken by Dominion or its representatives, co ntractors, or c onsultants; and d. assessing Dominion’s complian ce with this Consent Decree.
175. Dominion shall retain, and instru ct its contractors and agents to preserve, all non-identical copies of all records and documents (includi ng records and documents in electronic form) that are now in its or its cont ractors’ or agents’ possession or control, and that directly relate to Dominion’s performance of its obl igations under this C onsent Decree for the following periods: (a) until December 31, 2023 for records concerning physical or operational changes undertaken in accordance with Section IV (NO x Emission

58Reductions and Controls), Section V (SO 2 Emission Reductions and Controls), and Section VI (PM Emission Reductions and Cont rols); and (b) until December 31, 2019 for all other records. This record retention requirement shall apply regardless of any corporate document retenti on policy to the contrary.
176. All information and documents submitted by Dominion pursuant to this Consent Decree shall be subject to any requests under applic able law providing public disclosure of documents unless (a) the information and docum ents are subject to legal privileges or protection, or (b) Dominion claims and substant iates in accordance with 40 C.F.R. Part 2 that the information and documents cont ain confidential business information.
177. Nothing in this Consent Decree shall limit the authority of EPA to conduct tests and inspections at Dominion’s f acilities under Section 114 of the Act, 42 U.S.C. § 7414, or any other applicable federal laws, regulations, or permits.
XIX. NOTICES
178. Unless otherwise provided herein, when ever notifications, submissions, or communications are required by this Consent D ecree, they shall be made in writing and addressed as follows: As to the United States of America : (if by mail service) Chief, Environmental Enforcement Section Environment and Natura l Resources Division U.S. Department of Justice P.O. Box 7611, Ben Franklin Station Washington, DC 20044-7611 DJ# 90-5-2-1-09860 (if by commercial delivery service) Chief, Environmental Enforcement Section Environment and Natura l Resources Division U.S. Department of Justice

59ENRD Mailroom, Room 2121 601 D Street, NW Washington, DC 20004 DJ# 90-5-2-1-09860 and (if by mail service) Director, Air Enforcement Division Office of Enforcement and Compliance Assurance U.S. Environmental Protection Agency Mail Code 2242A 1200 Pennsylvania Avenue, NW Washington, DC 20460 (if by commercial delivery service) Director, Air Enforcement Division Office of Enforcement and Compliance Assurance U.S. Environmental Protection Agency Ariel Rios South Building, Room 1119 1200 Pennsylvania Avenue, NW Washington, DC 20004

and (by mail or commercial delivery service) Director, Air Division U.S. Environmental Protection Agency, Region 5 77 W. Jackson Blvd. (AE-17J) Chicago, IL 60604 and (by mail or commercial delivery service) Director, Office of Environmental Stewardship U.S. Environmental Protection Agency, Region 1 Mail Code OES04-5 5 Post Office Square, Suite 100 Boston, MA 02190-3912

60As to DOMINION : Senior Vice President – Fossil and Hydro Dominion Energy – Dominion Generation 5000 Dominion Boulevard Glen Allen, VA 23060 179. All notifications, communications, or submissi ons made pursuant to this Section shall be sent either by: (a) overnight mail or overnig ht delivery service with signature required for delivery, or (b) certified or registered ma il, return receipt request ed. All notifications, communications, and transmissions sent by overn ight, certified, or registered mail shall be deemed submitted on the date they are postmarked, or, if sent by overnight delivery service, they shall be deemed submitted on th e date they are delivered to the delivery service.
180. Either Party may change either the notice recipient or the a ddress for providing notices to it by serving the other Party with a notice se tting forth such new notice recipient or address.
XX. SALES OR TRANSFERS OF OPERATIONAL OR OWNERSHIP INTERESTS
181. If Dominion proposes to sell or transfer an Operational or Own ership Interest in Kincaid or Brayton Point to an entity unrelated to Dominion (a “Third Party Purchaser”), Dominion shall advise the Third Party Purcha ser in writing of the existence of this Consent Decree prior to such sale or tran sfer, and shall send a copy of such written notification to the United St ates pursuant to Section XI X (Notices) of this Consent Decree at least sixty (60) Days before such proposed sale or transfer.
182. No sale or transfer of an Operational or Ownership Interest, whether in compliance with the procedures of this Secti on or otherwise, shall relieve Dominion of its obligation to

61ensure that the terms of th is Consent Decree are implemented, unless (1) the proposed transferee agrees to undertake all of the oblig ations required by this Consent Decree that may be applicable to the transferred or pur chased Operational or Ownership Interests, and to be substituted for Dominion as a Party under the Decree pursuant to Section XXIII (Modification) and thus be bound by the terms ther eof, and (2) the United States consents to relieve Dominion of its obligations. The United States may refuse to approve the substitution of the proposed transferee for Dominion if it determines that the proposed transferee does not possess the requisite techni cal abilities or financial means to comply with the Consent Decree. Dominion shall provi de the United States with a copy of any proposed written agreement transferring an Oper ation or Ownership Interest at least 30 Days prior to such transfer, in accordance w ith Section XIX (Notices). The United States shall inform Dominion if it does not consent to relieve Dominion of its obligations within thirty (30) Days of receipt of such proposed written agreement.
183. This Consent Decree shall not be construed to impede the transfer of any Operational or Ownership Interests between Dominion and an y Third Party Purchaser so long as the requirements of this Consent Decree are met. Any transfer of owne rship or operation of Kincaid or Brayton Point without complying with this Secti on constitutes a violation of this Consent Decree.
184. Dominion may not assign, and may not be released from, any obligation under this Consent Decree that is not specific to th e purchased or transferred Operational or Ownership Interests, including the obligations set forth in Sections IX (Environmental Mitigation Projects) and X (Civil Penalty).

62185. Paragraphs 182 through 184 of this Consent D ecree do not apply if an Operational or Ownership Interest is sold or transferred solely as collateral security in order to consummate a financing arrangement (not including a sale-lease back), so long as Dominion: (a) remains the operator (as that te rm is used and interpreted under the Clean Air Act) of the subject Unit(s); (b) remains subject to and liable fo r all obligations and liabilities of this Consent Decree; and (c) supplies Plaintiff with the following certification within thirty (30) Days of the sale or transfer: “Certification of Change in Ownership Inte rest Solely for Purpose of Consummating Financing . We, the Chief Executive Officer and General Counsel of Dominion Energy, Inc. (“Dominion”), hereby jointly certify under Title 18 U.S.C. Section 1001, on our own behalf and on behalf of Dominion, that any change in Dominion’s Ownership Interest in any Unit that is caused by the sale or transfer as collateral security of such Ownership Interest in such Unit(s) pursuant to the financing agreement consummated on [insert applicable date] between Dominion and [insert ap plicable entity]: a) is made solely for the purpose of providing colla teral security in order to consummate a financing arrangement; b) does not impair Dominion’s ab ility, legally or otherwise, to comply timely with all terms and provisions of the Consent Decree entered in United States v. Dominion Energy, Inc., et al., Civil Action______; c) doe s not affect Dominion’s operational control of any Unit covered by th at Consent Decree in a manner that is inconsistent with Dominion’s performance of its obligations under the Consent Decree; and d) in no way affects the status of Domi nion’s obligations or liabilities under that Consent Decree.”
XXI. EFFECTIVE DATE
186. The effective date of this Consent Decree shall be the Date of Entry.
XXII. RETENTION OF JURISDICTION
187. The Court shall retain jurisdiction of this case after entry of this Consent Decree to enforce compliance with the terms and condition s of this Consent Decree and to take any action necessary or appropriate for the interpretation, constr uction, execution, or modification of the Consent Decree, or for ad judication of disputes. During the term of

63this Consent Decree, any Party to this C onsent Decree may apply to the Court for any relief necessary to construe or effectuate this Consent Decree.
XXIII. MODIFICATION
188. The terms of this Consent Decree may be modified only by a subsequent written agreement signed by the Parties. Where the modi fication constitutes a material change to any term of this Consent Decree, it shall be effective only upon approval by the Court.
XXIV. GENERAL PROVISIONS 189. When this Consent Decree spec ifies that Dominion shall achie ve and maintain a 30-Day Rolling Average Emission Rate, the Parties e xpressly recognize that compliance with such 30-Day Rolling Average Emission Rate shall commence immediately upon the date specified, and that compliance as of such specified date (e.g., December 30) shall be determined based on data from the 29 prior Unit Operating Days (e.g., December 1-29). 190. When this Consent Decree specifies that Dominion shall achieve and maintain a 12

- Month Rolling Average Emission Rate, then th e Month Containing that Day if that Day is the first Day of the Month, or if that Day is not the first Day of th e Month then the next complete Month, shall be the first Month s ubject to the specified 12-Month limitation. For example, if the specified 12-Month Rolli ng Average Emission Rate is to be achieved starting December 31, 2012, then January 2013 is the first Month included in the first applicable 12-Month Rolling Average Emission Rate, such that the first complete 12

- Month Rolling Average Emission Rate pe riod would include January 2013 through December 2013. 191. This Consent Decree is not a permit. Complia nce with the terms of this Consent Decree does not guarantee compliance w ith all applicable federal, state, or local laws or

64regulations. The emission rates and removal effi ciencies set forth herein do not relieve Dominion from any obligation to comply with other state and federal requirements under the Clean Air Act, including Dominion’s obligation to satisfy any state modeling requirements set forth in the applicable SIP. 192. This Consent Decree does not apply to any claim(s) of alleged criminal liability. 193. In any subsequent administrati ve or judicial action initia ted by the United States for injunctive relief or civil penalties relating to any of the facilities in the Dominion System as covered by this Consent Decree, Dominion shall not assert any de fense or claim based upon principles of waiver, res judicata , collateral estoppel, issue preclusion, claim preclusion, or claim splitting, or any other de fense based upon the contention that the claims raised by the United States in the s ubsequent proceeding were brought, or should have been brought, in the instant case; provide d, however, that nothing in this Paragraph is intended to affect the validity of Section XI (Resolution of Clai ms Against Dominion). 194. Nothing in this Consent Decree shall relieve Dominion of its obligation to comply with all applicable federal, state, and local la ws and regulations, including, but not limited to, the Clean Water Act and the National Polluta nt Discharge Elimination System (NPDES) implementing regulations, National Ambient Air Quality Standards, the National Emission Standards for Hazardous Air Polluta nts From Coal and Oil-Fired Electric Utility Steam Generating Units (Utility MACT), and Standards of Performance for Fossil-Fuel-Fired Electric Utility, Industrial-commercial-Institutional, and Small Industrial Commercial-Institutional Steam Gene rating Units (Utility NSPS). Nothing in this Consent Decree shall be construed to pr ovide any relief from the emission limits or deadlines for the installation of pollution controls or the implementation of other

65pollution control-related measures specified in these regulations, nor shall this Decree be construed as a pre-determinati on of eligibility for the one year extension that may be provided under 42 U.S.C. § 7412(i)(3)(B). 195. Subject to the provisions in Section XI (Resolution of Claims Against Dominion), nothing contained in this Consen t Decree shall be construed to prevent or limit the rights of the United States to obtain penalties or in junctive relief under the Act or other federal, state, or local statutes, regulations, or permits. 196. Each limit and/or other requirement estab lished by or under this Consent Decree is a separate, independent requirement. 197. Performance standards, emissions limits, and other quantitative standa rds set by or under this Consent Decree must be met to the number of significant digits in which the standard or limit is expressed. For example, an Em ission Rate of 0.100 is not met if the actual Emission Rate is 0.101. Dominion shall round the fourth significant di git to the nearest third significant digit, or the third significan t digit to the nearest second significant digit, depending upon whether the limit is expresse d to three or two si gnificant digits. For example, if an actual Emission Rate is 0.1004, that shall be reported as 0.100, and shall be in compliance with an Emission Rate of 0.100, and if an actual Emission Rate is 0.1005, that shall be reported as 0.101, and shal l not be in compliance with an Emission Rate of 0.100. Dominion shall report data to th e number of significant digits in which the standard or limit is expressed. 198. This Consent Decree does not limit, enlarge, or affect the rights of any Party to this Consent Decree as against any third parties.

66199. This Consent Decree constitutes the final, complete, and exclusive agreement and understanding among the Parties with respect to the settlement embodied in this Consent Decree, and supersedes all pr ior agreements and understandings among the Parties related to the subject matter herein. No documen t, representation, inducement, agreement, understanding, or promise constitu tes any part of this Consent Decree or the settlement it represents, nor shall they be used in c onstruing the terms of this Consent Decree.
200. Each Party to this action shall bear its own costs and attorneys’ fees, except that the United States shall be entitled to collect the costs (including attorney s’ fees) incurred in any action necessary to collect any portion of the civil penalty or any stipulated penalties due but not paid by Dominion.
XXV. SIGNATORIES AND SERVICE
201. Each undersigned representative of Dominion, and the Assistant Attorney General for the Environment and Natural Resour ces Division of the United Stat es Department of Justice, certifies that he or she is fully authorized to enter into th e terms and conditions of this Consent Decree and to execute and legally bi nd to this document the Party he or she represents. 202. This Consent Decree may be signed in counterpa rts, and such counter part signature pages shall be given full force and effect.
203. Each Party hereby agrees to accept service of process by mail with respect to all matters arising under or relati ng to this Consent Decree and to waive the formal service requirements set forth in Rule 4 of the Federal Rules of Civil Procedure and any applicable Local Rules of this Court includi ng, but not limited to, service of a summons.

67204. Unless otherwise ordered by the Court, the United States agrees that Dominion will not be required to file any answer or other pl eading responsive to th e Complaint in this matter until and unless the Court expressly dec lines to enter this Consent Decree, in which case Dominion shall have no less than thirty (30) Days af ter receiving notice of such express declination to file an answer or other pleading in response to the Complaint.
XXVI. PUBLIC COMMENT 205. The Parties agree and acknowledge that final approval by the United States and entry of this Consent Decree is subject to the pro cedures of 28 C.F.R. § 50.7, which provides for notice of the lodging of this Consent Decree in the Federal Register , an opportunity for public comment, and the right of the United States to withdraw or withhold consent if the comments disclose facts or c onsiderations which indicate that this Consent Decree is inappropriate, improper, or inadequate. Dominion shall not oppose en try of this Consent Decree by this Court or challenge any provisi on of this Consent Decree unless the United States has notified Dominion, in writing, that the United States no longer supports entry of this Consent Decree.

XXVII. CONDITIONAL TERMINAT ION OF ENFORCEMENT UNDER DECREE
206. Termination as to Completed Tasks . As soon as Dominion completes a construction project or any other requirement of this C onsent Decree that is not ongoing or recurring, Dominion may, by motion to this Court, seek termination of the pr ovision or provisions of this Consent Decree that imposed the requirement.
207. Conditional Termination of Enforcem ent Through this Consent Decree . Subject to the provisions of Paragra ph 208, after Dominion:

68a. has successfully completed construction, and has maintained operation, of all pollution controls as required by this Consent Decree for a period of two (2) years, and has successfully completed all actions necessary to Retire State Line; and b. has obtained all the final permits and/ or site-specific SIP amendments (1) as required by Section XVII (P ermits) of this Consent Decree, and (2) that include as federally enforceable permit terms, all Unit-specific, plant-specific, and system-specific performance, operational, maintenance, and control technology requirements established by this Consent Decree; then Dominion may so certify these facts to the United States and this Court. If the United States does not object in writing with specific reasons within sixty (60) Days of receipt of Dominion’s certificat ion, then, for any violations of this Consent Decree that occur after the filing of noti ce, the United States shall pursue enforcement of the requirements through the applicable permits a nd/or other enforcement authorities and not through this Consent Decree.
208. Resort to Enforcement Under this Consent Decree . Notwithstanding Paragraph 207, if enforcement of a provision in this Consent Decree cannot be pursued by the United States under the applicable permit(s) issued pursuant to the Clean Air Act or its implementing regulations (“CAA Permit”), or if a Consent Decr ee requirement was intended to be part of a CAA Permit and did not become or re main part of such permit, then such requirement may be enforced under the terms of this Consent Decree at any time.

69XXVIII. FINAL JUDGMENT 209. Upon approval and entry of this Consent Decree by the Court, this Consent Decree shall constitute a final judgmen t between the Parties.

70Signature Page for United States of America v. Dominion Energy, Inc. et al. Consent Decree
FOR THE UNITED STATES DEPARTMENT OF JUSTICE
Respectfully submitted,

s/ Ignacia S. Moreno

__________________ IGNACIA S. MORENO Assistant Attorney General Environment & Natural Resources Division

s/ Jason A. Dunn

______________________ JASON A. DUNN Senior Attorney Environmental Enforcement Section Environment & Natural Resources Division U.S. Department of Justice P.O. Box 7611 Washington, D.C. 20044-7611 Phone: (202) 514-1111 Facsimile: (202) 616-6583 Jason.Dunn@usdoj.gov

71Signature Page for United States of America v Dominion Energy, Inc. et al. Consent Decree

FOR THE UNITED STATES DEPARTMENT OF JUSTICE
Respectfully submitted,

JAMES A. LEWIS United States Attorney

By: s/ Gerard A. Brost

___________ Gerard A. Brost, IL Bar 3125997 Assistant United States Attorney One Technology Plaza 211 Fulton St., Ste. 400 Peoria, Illinois 61602 Telephone: 309 / 671-7050 Email: Gerard.brost@usdoj.gov

72Signature Page for United States of America v. Dominion Energy, Inc. et al. Consent Decree

FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY

Respectfully submitted,
s/ Cynthia Giles

______________________ CYNTHIA GILES Assistant Administrator Office of Enforcement and Compliance Assurance United States Environmental Protection Agency

s/ Phillip A. Brooks

___________________ PHILLIP A. BROOKS Director, Air Enforcement Division United States Environmental Protection Agency

s/ Seema Kakade

______________________ SEEMA KAKADE Attorney-Advisor United States Environmental

Protection Agency 1200 Pennsylvani a Ave, N.W. (2242A) Washington, DC 20460

73Signature Page for United States of America v. Dominion Energy, Inc. et al. Consent Decree

FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY

Respectfully submitted,

s/ Susan Hedman

___________________ SUSAN HEDMAN Regional Administrator United States Environmental Protection Agency, Region 5

s/ Nicole Wood-Chi

_________________ NICOLE WOOD-CHI Associate Regional Counsel United States Environmental Protection Agency, Region 5 77 W. Jackson Blvd. (C-14J) Chicago, IL 60604

74Signature Page for United States of America v. Dominion Energy, Inc. et al. Consent Decree

FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY

Respectfully submitted,

s/ Curt Spalding

__________________ CURT SPALDING Regional Administrator United States Environmental Protection Agency, Region 1

s/ Susan Studlein

__________________ SUSAN STUDLIEN Director, Office of Environmental Stewardship United States Environmental Protection Agency, Region 1

s/ Steven Viggiani

_________________ STEVEN VIGGIANI Senior Enforcement Counsel United States Environmental Protection Agency, Region 1 Mail Code OES04-3 5 Post Office Square, Suite 100 Boston, MA 02109-3912

75Signature Page for United States of America v. Dominion Energy, Inc. et al. Consent Decree

FOR DOMINION ENERGY, INC., DOMINION ENERGY BRAYTON POINT, LLC, AND KINCAID GENERATION, LLC Respectfully submitted, By: s/ J. David Rives

__________________________ J. DAVID RIVES Senior Vice President – Fossil & Hydro Dominion Energy, Inc.

76APPENDIX A ENVIRONMENTAL MITIGATION PROJECTS Dominion shall spend $9,750,000, and shall comp ly with the requirements of this Appendix and with Section IX of this Consen t Decree (Environmental Mitigation Projects) to implement and secure the environmental benefits of the Environmental Mitigation Projects described below.
I. Forest Service/Park Service Mitigation
A. Within forty-five (45) days from the Date of Entry, Dominion shall pay to the United States Forest Service the sum of $250,000 to be used in accordance with 16 U.S.C. § 579c, for the improvement, pr otection, or rehabilitation of lands under the administration of the Forest Service. The Project(s) shall focus on one or more areas alleged by Plaintiffs to have been injured by emissions from Dominion System plants, including but not limited to the Shawnee National Forest and the Midewin Na tional Tallgrass Prairie.
B. Within forty-five (45) days from the Date of Entry, Dominion shall pay to the National Park Service the sum of $500,000 to be used in accordance with the Park System Resource Protection Act, 16 U.S.C. § 19jj, for the restoration of land, watersheds, vegetation, and forests us ing techniques designed to improve ecosystem health and mitigate harmful e ffects from air pollution. The Project(s) shall focus on one or more areas allege d by Plaintiffs to have been injured by emissions from Dominion System plants , including but not limited to the Cape Cod National Seashore, Indiana Dunes National Lakeshore, and the Boston Harbor Islands National Recreation Area.
C. Payment of the amounts specified in the pr eceding paragraphs shall be made to the Forest Service and Park Service pursuan t to payment instructions provided to Dominion before or after the Date of Lodging. Notwithstanding Section I.A of this Appendix, payment of funds by Domini on is not due until ten (10) days after receipt of payment instructi ons, or forty-five (45) days after the Date of Entry, whichever is later.
D. Upon payment of the amount specified in Section I.A of this Appendix, Dominion shall have no further responsibilities rega rding the implementati on of any Projects selected by the Forest Service or Park Serv ice in connection with this provision of the Consent Decree.

1II. Overall Schedule and Budget for Addition al Environmental Mitigation Projects
A. Within one hundred twenty (120) days of the Date of Entry, unless otherwise specified by this Appendix, Dominion shall submit proposed plans (“Project Plans”) to EPA for review and approval pursuant to Section XIII of the Consent Decree (Review and Approval of Submittals) for spending $9,000,000 in Project Dollars for the Projects listed in Secti ons III through XI below in accordance with the deadlines established in this Appendix. Dominion shall ensure that $3,625,000 is spent in Massachusetts, R hode Island and Connecticut, and $5,375,000 is spent in Illinois and Indiana. EPA reserves the ri ght to disapprove any project after an analysis of its Pr oject Plan and potential environmental impacts.
B. Dominion may, at its electi on, consolidate the Project Plans required by this Appendix into one or more Project Plans.
C. Unless otherwise specified by this Appendix, Dominion may, at its election, spread its payments for Environmental Mi tigation Projects over the five-year period commencing upon the Date of Entr y. Dominion may also accelerate its payments to better effectuate a proposed mitigation plan, but Dominion shall not be entitled to any reduction in the nominal amount of the required payments by virtue of the early expenditures. Any f unds designated for a specific Project that are left unspent, or are projected to be left unspent, at the Project’s completion may be redirected by Dominion, after cons ultation with and approval by EPA, to one or more of the Projects listed in S ections III-XI below. Unspent funds for New England projects shall be redirected to other Ne w England projects; unspent funds for Midwestern projects, to ot her Midwestern projects.
D. All proposed Project Plans sh all include the following:
1. A plan for implementing the Project. 2. A summary-level budget for the Project. 3. A time line for implementation of the Project. 4. A description of the anticipated envi ronmental benefits of the Project including an estimate of em ission reductions (e.g., SO 2 , NO x , PM, mercury, CO 2 ) expected to be realized.
E. Upon approval by EPA of the plan(s) required by this Appendix, Dominion shall complete the approved Projects according to the approved plan(s). Nothing in this Consent Decree shall be interpreted to prohibit Dominion or any third party from completing the Projects ahead of schedule.
F. Commencing with its first progre ss report due pursuant to Section XII (Periodic Reporting) of the Consent D ecree, and continuing annually thereafter
2until completion of the Projects, Dominion will include in the progress report information describing the progress of each Project and the Project Dollars expended on each Project to date.
G. In accordance with the requirements of Paragraph 117, within sixty (60) days following the completion of each Project, Dominion shall submit to the United States for approval, a report that documents:
1. The date the Project was completed. 2. The results of implementation of th e Project, including the estimated emission reductions or other environmental benefits achieved. 3. The Project Dollars incurred by Domi nion in implementi ng the Project.
H. If EPA concludes based on the proj ect completion report or subsequent information provided by Dominion that a Project has been performed and completed in accordance with the Consent Decree, then EPA will approve completion of the Project for purposes of the Consent Decree. Nothing in this Consent Decree or Appendix shall be construed to require Dominion to spend more than the amounts set forth in Para graph 109 of the C onsent Decree and in Sections I and II.A of this Appendix on Environmental Mitigation Projects, provided that the amounts expended by Domi nion and any third party are spent in compliance with all requirements of the Consent Decree and this Appendix.
I. The Parties recognize that implementation of the Projects in this Appendix may require action by third parties, such as non-profit organizations (e.g., Projects in Sections III and IV), other non-government entities (e.g., Project in Section V), and state or local government entities (e.g., Proj ects in Sections VII and IX to XI). If Dominion is unable to complete an approved Project in accordance with this Appendix and the approved Project Plan due to such third-party’s failure to fulfill its obligations under the Plan, and that fa ilure is not caused by Dominion and is beyond the control of Dominion despite Do minion’s best efforts to fulfill its obligations regarding the Project as set out in the Consent Decree, this Appendix, and any approved Project Pl an, then EPA and Dominion may agree to (1) allow Dominion and the third party( ies) to amend the Project Plan as appropriate to successfully complete the Project, or (2) cancel the Project and redirect any unspent funds for the Project to one or more of the Projects listed in Sections IIIXI below. Unspent funds for New Engla nd projects shall be redirected to other New England projects; unspent funds for Midwestern projects, to other Midwestern projects.

3III. New England Wood Stove Changeout Project
A. Consistent with the requirements of S ection II of this Appendix, Dominion shall propose a plan to sponsor a wood-burn ing appliance changeout and retrofit project (“Wood Stove Changeout Project” or “WSC Project”) that shall be implemented by one or more state, local or tribal air pollution control agencies, or by one or more third-party non- profit organizations or enti ties, in areas that would benefit from reductions of fi ne particle pollution and hazardous air pollutants. The air pollutant reductions shall be obtained by replacing, retrofitting or upgrading inefficient, higher pollutin g wood-burning appliances (e.g., outdoor boilers and stoves) with cleaner burning a ppliances and technol ogies, such as: (1) retrofitting older hydronic heaters (aka outdoor wood boilers) to meet EPA Phase II hydronic heater standard s; (2) replacing older hydroni c heaters with EPA Phase II hydronic heaters, or w ith EPA-certified wood stoves, other cleaner burning, more energy efficient hearth applia nces (e.g., wood pellet, gas or propane appliances), or EPA Energy Star qualifi ed heating appliances; (3) replacing non EPA-certified wood stoves with EPA-certif ied wood stoves or cleaner burning, more energy-efficient hearth appliances; and (4) replacing spent catalysts in EPAcertified wood stoves. To qualify for re placement, retrofit ting or upgrading, the older wood-burning appliance must currently be used as a source of residential heat.
B. Dominion shall spend a maximum of $2,025,000 in Project Dollars to implement the WSC Project, and shall complete it not la ter than four years after the Date of Entry, except that Dominion may request an extension of time to complete the project if it appears likely that all Project Dollars will not be spent within such four year period despite Domi nion’s best efforts to implement the WSC Project.
C. Dominion shall sponsor the implementati on of the WSC Project in Bristol, Plymouth and Norfolk Counties in Mass achusetts, in Bristol, Newport, Providence, Kent and Washington Countie s in Rhode Island, and in New London and Windham Counties in Connecticut. If two years after the Date of Entry it appears that the full amount of Project Dolla rs allocated for the Project will not be spent within four years after the Date of Entry, Dominion may, in consultation with its implementation partner(s) and with EPA, and in accordance with the other requirements of this Appendix, e xpand the implementation area to other counties in Eastern Massachusetts. In dete rmining the specific areas to implement this project within the aforementioned geographic areas, Dominion shall give priority to: (1) areas with high amounts of air pollution, es pecially particle pollution and hazardous air pollutants; (2 ) areas located within a geography and topography that make them susceptible to high levels of particle pollution; (3) areas that have a sign ificant number of older hydronic heaters and non EPAcertified wood stoves; and (4) areas w ith dense residentia l populations.

4D. Dominion and the air pollution control ag ency(ies) or non-profit organization(s) that will implement the WSC Project shal l consult with EPA’s Residential Wood Smoke Reduction Team and shall implement the WSC Project consistent with the materials available on EPA’s Burn Wise website at http://www.epa.gov/burnwise

. E. Dominion shall limit the use of Project Dolla rs for administrative costs associated with implementation of the WSC Project to no greater than 10% of the Project Dollars that Dominion provides to a speci fic air pollution control agency or nonprofit organization. If, afte r two years after the Date of Entry, significant additional administrative cost s (e.g., additional advertisi ng or outreach costs), not contemplated at the WSC Project’s incep tion, will be required to fully implement the Project within the time frames set forth in this Section, the air pollution control agency or non-prof it organization(s) admini stering the Project may request that Dominion allow the use of additional Projec t Dollars for such costs, and Dominion may, after consultation w ith EPA, allow for no more than an additional 2% of Project Dollars to be applied to them.
F. The WSC Project shall provide incentives for the older wood-burning appliance replacements, retrofits and upgrades desc ribed above in this Section through rebates, vouchers and/or discounts. The WSC Project shall provide for the issuance of rebates, vouchers and/or di scounts to residential homeowners in amounts ranging from $2,000 to $5,000 fo r replacing or retrofitting older hydronic heaters, $1,000 to $2,000 for each replacement wood stove or hearth appliance, and $100 to $300 for replacement catalyst. The WSC Project may also provide rebates or vouchers for the full cost of replacing older hydronic heaters and non EPA-certified wood stoves for inco me-qualified residential homeowners, if such full cost rebates or vouchers ar e included and approved in the Plan in accordance with the requirements of Section H.5 below.
G. The WSC Project shall provide educati onal information and outreach regarding the energy efficiency, health and safety be nefits of cleaner-burning alternatives to older hydronic heaters and non EPA-certified wood stoves, and the proper operation of wood-burning heaters, stoves and hearth appliances. Particular emphasis shall be given to the importa nce of burning dry seasoned wood and the use of moisture meters to te st firewood moisture levels.
H. The WSC Project Plan pr oposed by Dominion shall:
1. Identify the air pollution control agen cy(ies) or non-prof it organization(s) that have agreed to implement the WSC Project.
2. Describe the schedule and the budgeta ry increments in which Dominion shall provide the necessary funding to the air pollution control agency(ies) or non-profit organization(s) to implement the WSC Project.
53. Describe all of the elements of th e WSC Project that the air pollution control agency(ies) and/or non- profit(s) will implement.
4. Include measures to ensure that the air pollution contro l agency(ies), or non-profit organization(s), that are acting on Dominion’s behalf shall implement the WSC Project in accordan ce with the requirements of this Appendix, and that the Project Dollars will be used to support the actual replacement, retrofitting, and/or upgrading of wood-burning stoves and boilers currently used as a s ource of residential heat.
5. If the plan proposes to provide rebate s or vouchers for the full cost of replacing older hydronic heaters or non EPA-certified wood stoves for income-qualified residential homeown ers, describe and estimate the number of energy efficient appliances it intends to make available, the cost per unit, and the criteria the air po llution control agen cy(ies) or nonprofit organization(s) will use to dete rmine which residential homeowners should be eligible for such full cost replacement. If applicable, identify any organizations or entities w ith which the air pollution control agency(ies) or non-profit organization( s) will partner to implement the WSC Project, including wood-burning appliance trade associations, national or local health organizations, facilities that will dispose of the older wood-burning appliances so that they cannot be resold or reused, individual wood stove retailers, pr opane dealers, housing assistance agencies, local fire departments, and local green energy organizations.
6. Describe how the air pollution control agency(ies) or non-profit organization(s) will ensure that th e older, inefficient, higher polluting wood-burning appliances that are repl aced under the WSC Project will be properly recycled or disposed.
7. Describe how the air pollution control agency(ies) or non-profit organization(s) will conduct outreach in the Massachusetts, Rhode Island, and Connecticut counties within the geographic area of the WSC Project.
IV. Illinois and Indiana Wood Stove Changeout Project
A. The Illinois and Indian a WSC Project shall be pla nned and implemented in accordance with the requirements for the WSC Project set out in Section III above, except where local circumstances make such requirements inapplicable. B. Dominion shall spend $525,000 in Project Dollars to implemen t the Illinois and Indiana WSC Project, and shall sponsor the implementation of the Project in Christian County in Illinois, Lake Count y in Indiana, and any adjacent counties thereto in Illinois and Indiana.
6V. Switcher Locomotive Idle Reduction Project
A. Consistent with the requirements of S ection II of this Appendix, Dominion shall spend $400,000 in Project Dollars to outfit switcher locomotives with equipment necessary to enable use of a layover heating system a nd for installation of the layover system infrastructure at some or all of Norfolk Southern Railway Company’s (“NSRC”) Calumet (Stony Island Ave. and East 103 rd St.), Park Manor (East 63 rd St.), 47 th Street (between W 47 th St and W. Garfield Blvd.), Landers (West Columbus Ave. and West 79 th St.), and Ashland (South Ashland Ave and Pershing Rd.) Yards, all of whic h are located in Ch icago, Illinois; and Colehour (parallel to South Indianapolis Ave.) Yard, located in both Chicago and Whiting, Indiana (“Rail Yards”). Th ese Rail Yards are a significant transportation and railroad hub located in a potential environmental justice area on the south side of Chicago. Chicago is currently located in an area designated as non-attainment with the National Am bient Air Quality Standards (“NAAQS”) for ozone (smog), fine particulate matter, and lead.
B. Project Scope: The switching locomo tive project at NSRC’s Rail Yards will include the installation of the infrastructure necessary to support locomotive layover heating systems, and the insta llation of layover hea ting systems on an estimated twelve existing locomotives. Du e to the nature of rail yard operations, a switching locomotive spends a consider able amount of time idling, sometimes totaling up to eight to twelve hours with in a day, depending on operational needs and weather conditions. Traditional switc hing locomotives do not use antifreeze, and cannot be shut down during colder w eather due to the lik elihood of freezing water irreparably damaging the engine block. Therefore, even where it is contemplated that a locomotive may not be used for a period of time, it is necessary in certain cold weather conditions to keep the engine running to eliminate the risk of engine damage. The proposed layover heating system will provide a means for locomotive engines to be shut down for extended periods of time even in colder weather when those engines otherwise woul d have had to idle. The funding provided by Dominion for this project will be used to install the necessary infrastructure in the Rail Yards to support the layover heating system and to outfit an estimated twelve locomotives with the equipment necessary to enable use of the layover heating syst em, including a battery charger. The layover heating system is a Verified Id ling Reduction Technology as evaluated by EPA’s Smartway Technology Program under which it is identified as a Shore Connection System for locomotives. The infr astructure to be installed at the Rail Yards will consist of the necessary powe r lines, poles, transformer, and a power

7distribution panel that will monitor the power for electric grounds.
C. Benefits: This project will result in reduced idling time and therefore reduced fuel usage, reduced emissions of PM, NO X , VOCs and toxics, and reduced noise in an urban environment.
D. Costs: Dominion shall spend $400,000 in Project Dollars in performing this Project. The estimated portion of the tota l costs to be paid by Dominion for this project includes approximately $243,000 for th e heating system infrastructure at the six Rail Yards and approximately $175,000 for the necessary compatibility equipment on twelve locomotives that will operate in and around the Rail Yards.
E. Performance: Within ninety (90) days from the Date of Entry, Dominion shall enter into an agreement (“performan ce agreement”) with NRSC requiring:
1. Completion Date: NSRC to complete the entire Project Scope above within two years from the effective date of the performance agreement between NRSC and Dominion, provide d that the local utility timely installs new service as requested by NSRC. In the event that delays caused by failure of the local utility to install the new electric service required for the layover system cause a delay in the completion of the Project Scope (despite diligent effort s on the part of NSRC to obtain that service), the two year timeline will be delayed commensurate with the delay in utility service.
2. That any costs greater than the cost allotted by this Consent Decree shall be paid by NSRC for completion of the project.
3. Fuel Savings: NSRC to submit a report to Dominion and EPA annually for two years detailing the estimated fuel savings realized due to the project. The report shall be due with in sixty (60) days after the end of each year the project was implemented.
4. Final Report: Within thirty (30) da ys after project completion, NSRC to submit a final report to Dominion a nd EPA that includes the following: i. A detailed timeline of all completed construction activities for the Project. ii. A breakdown of the total costs (funded and unfunded by Dominion) by NSRC to implement the Project. iii. The results of implementation of th e Project, including the estimated emission reductions or other environmental benefits achieved. iv. A description of any significant problems that occurred during implementation of the Project and how they were overcome.
8F. Project Completion Report: In addition to the information re quired by Section II of this Appendix, Dominion’s project co mpletion report for this Project shall include the following:
1. A detailed timeline of all completed construction activities for the Project.
2. A breakdown of the total costs (funded and unfunded by Dominion) by NSRC to implement the Project.
3. A description of any significant problems that occurred during implementation of the Project and how they were overcome.
VI. Lake Michigan Watershed and Indian a Dunes National Lakeshore Land Acquisition and Restoration Project(s)
A. Consistent with the requirements of S ection II of this Appendix, Dominion shall submit a Project Plan to EPA for revi ew and approval for the use of up to $2,500,000 in Project Dollars for acquisition and restoration of lands that are part of, adjacent to, or near the Indiana Dunes National Lakeshore and have an ecological or environmental significance to the ecosystems in the Lake Michigan Watershed of Lake and Porter Counties in the State of Indiana. The Project Dollars for this project are in addition to the funding described in Section I of this Appendix (Forest Service/Park Service Mitigation).
B. The goal of this Project is the protecti on through acquisition and/ or restoration of ecologically significant land, watersheds, vegetation, and forests using adaptive management techniques de signed to improve ecosystem health and mitigate harmful effects from air pollution. In addi tion the funding shall be used to provide for public use of acquired ar eas in a manner consistent with the ecology of the area. For purposes of this Appendix and S ection IX (Environmental Mitigation Projects) of this Consent Decree, land acquisition means purchase of interests in land, including fee ownership, easements, or other restrictions that run with the land that provide for the perpetual prot ection of the acquired land. Restoration may include (but is not limited to), refo restation or revegetation (using plants native to the area) and/or removal of non- native, invasive plant species. Any restoration action must incorporate the acqui sition of an interest in the restored lands sufficient to ensure perpetual protection of the restored land.
C. In addition to the information required by Section II of this Appendix, the Project Plan shall include:

91. A general description of the areas pr oposed to be acquired or restored, including a map clearly identifying the location of the land relative to the decommissioned State Line Power Stati on and all city, state, or federal publically protected land s/parks in the area surro unding the proposed land to be acquired/restored.
2. A justification of why the area should be considered ecologically and/or environmentally significant and warrant s preservation and/or restoration.
3. A description of the projected co st of the land acquisition and/or restoration.
4. Identification of any person or entity (s) other than Dominion that will be involved in the land acquisition and re storation. Domini on shall describe the third-party’s roles in the action and the basis for asserting that such entity is able and suited to perform the intended role. Any proposed thirdparty must be legally authorized to perform the proposed action or receive Project Dollars.
5. A schedule for completing and funding each portion of the project.
D. Upon EPA’s approval of the Project Plan, Dominion may transfer up to $2,500,000 of Project Dollars to one or more land acquisition funds, such as Save the Dunes Conservation Fund, for partial or full implementation of the land acquisitions and restorations described in the Project Plan.
E. Performance: All Project Dollars shall be expended in accordance with subsections A through C above and within two years of entry of the Consent Decree.
F. Project Completion Report: In additi on to the information required by Section II of this Appendix, Dominion’s project completion report for this Project shall include any reports related to this Project that Save the Dunes or applicable third party fund or organizat ion provided to Dominion.

VII. Energy Efficiency Project for South Fork School District in Kincaid, Illinois
A. Consistent with the requirements of S ection II of this Appendix, Dominion shall submit a Project Plan to EPA for review and approval to spend a maximum of $200,000 in Project Dollars to implement and complete an Energy Efficiency/ Weatherization project to re duce the energy demand in one or more of the schools that make up the South Fork School Distri ct 14 in the town of Kincaid, Illinois, which are in the Kincaid Ge neration power station servic e area. The project may
10include (1) the replacement of leaking windows and entrance doors at the high school and gym and (2) weatherization of the high school building exterior.
B. Upon EPA’s approval of the Project Plan for the Energy Efficiency Project for South Fork School District, Dominion sh all implement the Project according to the approved plan.
C. Completion Date: The entire Project above shall be completed within three (3) years from the Date of Entry, except th at Dominion may request an extension of time to complete the project if it appears li kely that all Project Dollars will not be spent within such three year period desp ite Dominion’s best efforts to implement the Project within such period.
VIII. Energy Efficiency and Geothermal Project s for the Central Illinois FoodBank
A. Consistent with the requirements of S ection II of this Appendix, Dominion shall submit a Project Plan to EPA for review and approval to spend a maximum of $750,000 in Project Dollars to implement and complete the Energy Efficiency/Weatherization and Geothermal Projects that will reduce the energy demand at the new FoodBank location in Springfield, Illinois. The Central Illinois FoodBank covers 21 counties in centr al Illinois and distributes over eight million pounds of food a year to more th an 150 food pantries in its service territory.
B. The Energy Efficiency/Weatherization Pr oject may include (1) a new energy efficient freezer/cold storage area (appr oximately 10,000 sq. ft), (2) new energy efficient, motion activated lighting, and (3) motion-activated, insulated loadingdock doors.
C. The Geothermal Project shall includ e the purchase and installation of a geothermal heat pump system that utilizes the earth as a heat source in the winter and a heat sink in the summer to redu ce energy consumption. The geothermal heat pump system shall include the equipment necessary to support the installation and opera tion of a geothermal heat pump, including the exterior building components (e.g., well field holes , subsurface piping, and circulation pumps), the heat pump unit (evaporator and condenser, compressor, expansion valve and refrigerant) and any in ternal building components (e.g., HVAC distribution system and ductwork) necessa ry for the proper operation of the new system. The Project shall include funding for system commissioning and performance optimization with in the first year of system operation. The Project shall also include funding to restore the project site, par ticularly the well field to its original or near-original condition.

11System Application and Design : The Project shall be limited to serving space heating and cooling building loads, with the option to add a desuperheater to the project to serve hot water loads when pr actical. Prior to the design modeling of the system and production loop installation, the contractor/project designer shall conduct an in-situ formation thermal c onductivity test for ambient deep earth temperature, thermal conductivity, and th ermal diffusivity, for a minimum of 40 hours to assess the subsurface soil conditi ons. (The contractor/project designer shall provide the building owner with copies of the related site drilling logs, soil sample documentation and in-situ thermal conductivity analyses). The contractor/ project designer shall employ quality assu rance measures to prevent “short looping” of well field bore holes during the drilling process. Contractor/Project Designer Selection : The Project’s desi gn, installation and system commissioning shall be performe d by International Ground Source Heat Pump Association (IGSHPA) professionals or by other profes sionals certified by geothermal manufacturers to design and/or install the manufacturers’ systems. Best efforts shall be made to select project designer s and installers (including engineers, architects, and bore hole driller s) with experience on at least three successful geothermal projects. Manufacturer, Equipment and System : Heat pumps should be Air-Conditioning, Heating and Refrigeration Institute (AHR I) and Energy Star ra ted. Heat pumps should meet the minimum EER and COP ra tings required by Energy Star at the time the heat pumps are installed. The sy stem shall include the installation of monitoring equipment to allow facility managers and staff to monitor the operation and performance of the system. Maintenance : The Project may include the establ ishment of an escrow account for the FoodBank to maintain and/or replace th e heat pump unit or other elements of the system, or may otherwise include f unding or pre-payment for an extended warranty or service contract for such maintenance/replacement. End-user Documentation a nd Training Requirements : The project developer/contractor shall provide the FoodBank with:

 System design drawings including a map detailing the subsurface location of well field bore holes;

 Copies of permits and inspections demonstrating compliance with local codes;

 Copies of the drilling logs, soil samp le documentation and in-situ thermal conductivity analysis;

 Copies of simulated design and fina ncial performance (energy and cost

12saving) analyses of the system;

 System documentation including, system maintenance and operational requirements, component manuals, operation manuals and warranty information; and

 In-person, on-site, system operation user training.
D. In addition to the information required by Section II.D of this Appendix, the Project Plan for this project shall:
1. Describe how Dominion and/ or the project developer/ contractor(s) will meet the requirements set forth in Subpara graphs B and C of this Section;
2. Describe the proposed geothermal syst em design (e.g., a closed loop design with either horizontal or vertical l oop well fields, a standing column well, or station surface sources); and
3. Identify the contractor/project design er(s) and/or other third parties with whom Dominion and/or the FoodBank will contract or partner with to implement the Project, and list any relevant accreditations or certifications held by such contractor/d esigner(s) or parties.
E. Completion Date: The entire Project above shall be completed within three (3) years from the Date of Entry, except th at Dominion may request an extension of time to complete the project if it appears li kely that all Project Dollars will not be spent within such three year period desp ite Dominion’s best efforts to implement the Project within such period.
IX. Illinois Clean Diesel Project
A. Consistent with the requirements of S ection II of this Appendix, Dominion shall submit a Project Plan to EPA for review and approval for the completion of an Illinois Clean Diesel Proj ect in which Dominion sh all spend $500,000 in Project Dollars to fund retrofit, replacement or repowering of busses in the Chicagoland and Kincaid areas. The Project Plan may provide for transf er of funds to the Illinois EPA Clean Diesel Grant Program, which administers a grant program that provides grants for heavy-duty natural gas or propane-power ed trucks and buses. The stated goal of this program is “to reduce particul ate matter emissions and other pollutants from diesel-powered vehicles and to improve public health.” See http://www.illinoisgreenfleets.org/clean-diesel-grant/diese l-fact-sheet.pdf

. B. Completion Date: The Project above shall be completed within three (3) years from the Date of Entry, except that Do minion may request an extension of time 13to complete the project if it appears like ly that all Project Dollars will not be spent within such three year period desp ite Dominion’s best efforts to implement the Project within such period.
X. Northern Indiana Clean Diesel Project
A. Consistent with the requirements of S ection II of this Appendix, Dominion shall submit to EPA a Project Plan for the completion of the Indiana Clean Diesel Project in which Dominion shall spend $500,000 in Project Dollars to fund clean air projects that will significantly reduce diesel emissions from diesel engines and vehicles that serve public needs in Nort hern Indiana. The diesel engines and vehicles must be based and operated in or near the cities of Gary, Hammond, Michigan City, South Bend, El khart, and/or Fort Wayne. The Project Plan may provide for the transfer of funds to the Indiana Department of Environmental Management’s DieselWi se Indiana Program, which funds clean air projects that reduce emissions from diesel engines and vehicles.
B. Completion Date: The Project above shall be completed within three (3) years from the Date of Entry, except that Domi nion may request an extension of time to complete the project if it appears likely that all Project Dollars will not be spent within such three year period despite Do minion’s best efforts to implement the Project within such period.
XI. Northeast Clean Energy a nd Clean Diesel Projects
A. Consistent with the requirements of Section II of this Appendix, Dominion, in consultation with the Town of Somers et and the City of Fall River (‘the municipalities”), shall submit one or more Project Plans to EPA for review and approval to implement (a) Energy Effi ciency, Geothermal, and/or Solar Photovoltaic (“PV”) Projects at one or mo re public school buildings in either or both municipalities, and/or (b) Clean Dies el Project(s) to retrofit or repower higher-polluting diesel engine s in either or both munici palities. The proposed Projects may include the in stallation of centrally-monitored digital controls and timers for heating/cooling systems in school buildings in either or both municipalities (“Energy Effici ency Project”). The proposed Projects may also include the installation of a geotherm al heating and/or cooling system (“Geothermal Project”), and/or a so lar photovoltaic proj ect consisting of electricity-generating solar panels (“PV Project”) for public school buildings in either or both municipalities. The Pr ojects may also include the retrofit or repower of eligible diesel engines on diesel-powered municipal construction or public works vehicles or equipment owned or operated on a long-term basis by either or both municipalitie s in order to reduce diesel pollutant emissions (“Clean Diesel Retrofit and Repower Project”).
14B. Dominion shall spend a maximum of $1,600,000 in Project Dollars to implement the Energy Efficiency, Geothermal, PV , and/or Clean Diesel Retrofit and Repower Projects described in this Section, and shall complete them not later than three years after the Date of Entry, except that Dominion may request an extension of time to complete one or more of the Projects if it appears likely that, despite Dominion’s best effo rts, the Projects will not be completed within such three year period. The Projects shall be planned and implemented with the municipalities and with other third parties as needed. The Parties’ expectation is that approximately half of the total Project Dollars will be spent in Somerset, but the final distribution will depend on the Pr ojects (and their costs) that can be proposed and implemented within the time frames and other requirements set out in this Appendix.
C. The Geothermal Project identified in Sec tion XI.A shall consist of all equipment and installation necessary to construct a nd implement the Project at public school buildings in either or both municipalitie s. This Project shall be planned and implemented in accordance with the requirements for the geothermal project set out in Sections VIII.C - VIII.D above, except where local circumstances make such requirements inapplicab le. In addition to the a bove-referenced requirements, the Project shall include the installati on of onsite monitoring equipment supported by kiosk-delivered educational software to enable students, teachers, and facility managers and staff to monitor the opera tion and performance of the geothermal system. D. The PV Project identified in Section XI.A shall, at a mi nimum, consist of: (1) the installation of solar panels with unobstructed solar acc ess, producing electricity not to exceed the total annual electricity base load of the building the project serves; (2) a grid-tied inve rter, appropriately sized for the capacity of the solar panels installed at the location; (3 ) the appropriate solar panel mounting equipment for the particular schoo l; (4) wiring, conduit, and associated switchgear and metering equipment re quired for interconnecting the solar generator to the utility gr id; and (5) appropriate m onitoring equipment supported by kiosk-delivered educational software to enable students, teachers, and facility managers and staff to monitor various as pects of the system, e.g., the total and hourly energy output of the system (k ilowatt hours), environmental benefits delivered (pounds CO 2 avoided), hourly ambient temp erature and cell temperature (Co), irradiance (W/M2), as well as time sensitive voltage, power and current metrics. The PV Project shall be insta lled on the customer side of the meter and ownership of the system shall be conveyed to the Somerset Public School system or Fall River Public School System, as appropriate. All related environmental benefits shall be retained by the system owner, incl uding associated renewable energy certificates. To the extent practicable, North Am erican Board of Certified Energy Practitioners (NACEP) certified energy professionals shall perform the
15installation of the PV Projects to ensure the highest quality installation and performance of the system.
E. The PV Project shall include manufactur er parts warranties for major system components, specifically, a minimum 25 year warranty for the solar panels (modules) and a minimum 10 year warranty for the inverter(s). The Project shall also include the establishment of an escrow account with funding sufficient to support one or more service contracts (or their equivalent) to ensure the ongoing maintenance and performance of the PV system consistent with established industry practice for no less than 25 year s, including annual system checkups, annual solar panel (module) cl eaning, expected inverter replacements, and remote system monitoring.
F. All diesel engine retrofits conducted under the Clean Diesel Retrofit and Repower Project shall use exhaust control technologi es verified either by EPA or by the California Air Resources Board (CARB), and shall consist of the purchase and installation of EPA or CARB-verified dies el oxidation catalysts (DOCs) or diesel particulate filters (DPFs) on diesel-power ed municipal construction or public works vehicles or equipment. A list of EPA-verified retrofit technologies can be found at http://epa.gov / cleandiesel/v erification/verif-list.htm ; a list of CARBverified technologies can be found at www.arb.ca.gov/diesel/verdev/vt/cvt.htm

. If the Project includes DPF retrofits, the Pr oject may also include the purchase of DPF service equipment required for proper DPF maintenance.
G. All diesel engine repowering conducte d under the Clean Diesel Retrofit and Repower Project shall use technologies certified by EPA, or by CARB if available, and shall consist of new engi ne configurations certified to emission standards. Information on engine certification can be found at www.epa.gov/otaq/certdata.htm

. H. In determining which vehicles or equipment to retrofit or repower under the Clean Diesel Retrofit and Repower Pr oject, priority should be given to older, higherpolluting vehicles and equipment that have high annual usage rates and/or vehicle miles travelled, so that the pollution reductions obtained from the Project will be maximized.
I. The Energy Efficiency, Geothermal, and/ or PV Projects plan(s) proposed by Dominion shall:
1. Identify the specific proposed Projec ts to be implemented, and provide implementation timelines and expected completion dates for each Project;
2. Describe each proposed Pr oject’s system design;

163. Identify any project designers, contr actors, or other third parties with whom the municipality’s school system will contract or partner with to implement the Projects, and list a ny relevant accreditations or certifications held by such contract ors, designers or parties; and
4. Describe the schedule and the budgeta ry increments in which Dominion shall provide the necessary funding to th e municipality’s school system or its project designers/contractors to implement the Projects.
J. The Clean Diesel Retrofit and Repow er Project plan(s) proposed by Dominion shall:
1. List the specific proposed vehicles, equipment and diesel engines to be retrofitted or repowered, including model, make and year of manufacture of the vehicles, equipment and engines (and for engines, the engine family name and horsepower), and the EP A or CARB-certified technology with which each engine will be retrofitt ed or repowered, and include the estimated costs (or contract costs, if available) for the equipment and installation of the proposed re trofits and repowers;
2. Provide implementation timelines and expected completion dates for the proposed retrofits and repowers;
3. Identify any contractors or other thir d parties with whom the municipality will contract or partner with to implement the Project; and
4. Describe the schedule and the budgeta ry increments in which Dominion shall provide the necessary funding to the municipality and/or their contractors to implement the Projects.

17