SETTLEMENT AGREEMENT WHEREAS, on October 22, 2009, WildEarth Guardians filed an Amended Complaint in WildEarth Guardians v. Jackson , No. 09-cv-02148-REB-MJW (D. Colo.), against Lisa Jackson, in her official capacity as Administrator of the United States Environmental Protection Agency (“EPA”); WHEREAS, WildEarth Guardians therein alleges that EPA has failed to take action to approve or disapprove a number of State Implem entation Plan (“SIP”) submissions from the States of Colorado, Montana, Utah and New Mexico within the time frame required by section 110(k)(2), of the Clean Air Act (“CAA”), 42 U.S.C. § 7410(k)(2); WHEREAS, the Parties are entering into a se parate Consent Decree to settle the majority of the claims raised in the Amended Complaint; WHEREAS, if the Parties were to litigate WildEarth Guardians’ claims, EPA would raise jurisdictional defenses to some of the claims in the Amended Complaint, and the Parties have therefore decided to settle those claims through this Settlement Agreement, as opposed to the separate Consent Decree; and WHEREAS, WildEarth Guardians and EPA have agreed to a settlement of the claims resolved in this Settlement Agreement without ad mission of any issue of fact or law in order to avoid protracted and costly litigation and to preserve judicial resources. NOW, THEREFORE, the Parties, intending to be bound by this Agreement, hereby stipulate and agree as follows: 1. Exhibits 1 and 2 to this Settlement Agreement consist of tables identifying the SIP submissions subject to this Settlement Agreement and the specific deadline for EPA action2 on each such SIP submission. This Settlement Agreement resolves WildEarth Guardians’ claims in the Amended Complaint that EPA has failed to take action to approve or disapprove the SIP submissions identified in Exhibits 1 and 2 to this Settlement Agreement within the time frame required by section 110(k)(2) of the CAA, 42 U.S.C. § 7410(k)(2). EPA shall sign a notice of final action approving in whole, partially a pproving and partially disapproving, or disapproving in whole each SIP submission by the respective deadline set forth in Exhibit 1 or Exhibit 2 for each specific SIP submission. 2. Exhibits 1 and 2 to this Settlement Agreement also contain dates by which EPA will sign a notice of proposed action with respect to some, but not all, of the SIP submissions subject to this Settlement Agreement. Solely with respect to those SIP submissions for which Exhibit 1 or Exhibit 2 contain a deadline for EPA to sign a notice of proposed action, EPA shall sign a notice of proposed action for the specific SIP submission by the specific deadline provided in Exhibit 1 or Exhibit 2. If no deadline is provided in Exhibit 1 or Exhibit 2 for EPA to sign a notice of proposed action for any speci fic SIP submission, then EPA is not obligated under this Settlement Agreement to sign a notice of proposed action by any particular date. However, regardless of the date by which EPA signs a notice of proposed action for any specific SIP submission, EPA remains obligated to sign a notice of final action for each SIP submission by the respective deadline provided in Exhibits 1 or 2 to this Settlement Agreement unless that deadline is extended by future agreement of the Parties. 3. Within 15 business days following signature on each notice required by Paragraphs 1 and 2, and as set forth in Exhibits 1 and 2 to this Settlement Agreement, EPA shall deliver the notice to the Office of the Federal Register for publication.3 4. The Parties may agree to extend one or more of the deadlines contained in Exhibits 1 and 2 by mutual written consent. 5. If this Settlement Agreement becomes final following the notice-and-comment process discussed in Paragraph 8 below, the Parties shall file a joint motion under Rule 41.2 of the Local Rules for the United States District Court for the District of Colorado to close WildEarth Guardians v. Jackson , No. 09-cv-02148-REB-MJW (D. Colo.), administratively with respect to the claims that are resolved in this Settlement Agreement. If EPA fails to take action on any SIP submission by the deadline provided under Exhibits 1 or 2 to this Settlement Agreement, then WildEarth Guardians’ sole remedy under this Agreement shall be the right to ask the court to reopen the case and establish a schedule for further proceedings. EPA reserves all of its defenses to the claims addressed by this Settlement Agreement. 6. EPA’s obligation to take any action required in Paragraphs 1 and 2 by the deadlines set forth in Exhibits 1 and 2 to this Settlement Agreement shall become null and void if the underlying SIP submission to which the deadline corresponds is withdrawn in writing by the relevant State prior to the relevant deadline. EPA shall provide WildEarth Guardians with a copy of any written notice of withdrawal prior to the relevant deadline. In addition, the Parties recognize that EPA may receive additional SIP submissions that may relate to the SIP submissions covered by this Settlement Agreement. It is possible that EPA may need to consider the relevance of a particular additional SIP submission to a SIP submission covered by this Settlement Agreement prior to the time that EPA takes action on the SIP submission covered by this Settlement Agreement. If EPA believes it will need to delay action on any SIP submission covered by this Settlement Agreement beyond the deadline provided in Exhibit 1 or 2 to this4 Settlement Agreement due to an additional SIP submission by the relevant State, then EPA shall confer with WildEarth Guardians and request that the Parties agree to an extension of the relevant deadline. There may be other reasons that are not specifically mentioned in this Settlement Agreement which would potentially warrant an extension of a deadline. 7. Nothing in this Settlement Agreement shall be construed to limit or modify any discretion accorded EPA by the Clean Air Act or by general principles of administrative law. 8. The Parties agree and acknowledge that final approval of this Settlement Agreement is subject to the requirements of Clean Air Act § 113(g), 42 U.S.C. § 7413(g). That subsection provides that notice of this Settlement Agreement be given to the public, that the public shall have a reasonable opportunity to make any comments, and that the Administrator or the Attorney General, as appropriate, must consider those comments in deciding whether to consent to this Agreement. EPA shall submit public notice of this Settlement Agreement to the Federal Register for publication and public comment within 15 days of execution of this Agreement by the Parties. After this Settlement Agreement has undergone an opportunity for notice and comment, the Administrator and/or the Attorney General, as appropriate, shall promptly consider any such written comments in determining whether to withdraw or withhold consent to this Consent Decree, in accord ance with section 113(g) of the CAA. 9. Except as set forth in this Agreement, the Parties retain all rights, claims, defenses, and discretion they may otherwise have. 10. The obligations imposed upon EPA under this Settlement Agreement may only be undertaken using appropriated funds. No provision of this Agreement shall be interpreted as or constitute a commitment or requirement that EPA obligate funds in contravention of the Anti-5 Deficiency Act, 31 U.S.C. § 1341, or a ny other applicable law or regulation. 11. WildEarth Guardians shall file a motion for voluntary dismissal, with prejudice, in accordance with Rule 41(a)(1) of the Fede ral Rules of Civil Procedure of WildEarth Guardians v. Jackson , No. 09-cv-02148-REB-MJW (D. Colo.), with respect to the claims resolved by this Settlement Agreement within 30 days after notice appears in the Federal Register of EPA taking the last rulemaking action required under Paragraph 1 of this Settlement Agreement. 12. WildEarth Guardians agrees that the amount of attorneys’ fees and costs paid by the United States to WildEarth Guardians under the related Consent Decree in WildEarth Guardians v. Jackson , No. 09-cv-02148-REB-MJW (D. Colo.), shall constitute full payment of the fees and costs up until the time of signing this settlement agreement which WildEarth Guardians could have sought for the claims addressed by this Settlement Agreement. However, WildEarth Guardians reserves the right to seek fees and costs incurred in the future with respect to the claims addressed by this Settlement Agreement if WildEarth Guardians reopens the litigation based upon an alleged failure by EPA to meet its obligations under this SettlementAgreement, or if EPA withdraws its consent to this Settlement Agreement following the noticeand-comment process discussed in Paragraph 8 above. EPA reserves all of its defenses with respect to such future fees and costs, including WildEarth Guardians’ entitlement to such fees and costs. 13. The undersigned representative of each Party certifies that he is fully authorized by the Party he represents to bind that Party to the terms of this Settlement Agreement.6 14. Any written notices or other written communications between the Parties contemplated under this Settlement Agreement shall be sent to the undersigned counsel at the addresses listed in the signature blocks below unless written notice of a change in counsel and/or address is provided.

IGNACIA S. MORENO Assistant Attorney General Dated: 2/2/2010 s/David A. Carson DAVID A. CARSON United States Department of Justice Environment and Natural Resources Division 1961 Stout Street - 8 th Floor Denver, Colorado 80294 (303) 844-1349 david.a.carson@usdoj.gov
COUNSEL FOR EPA Dated: 1/20/2010 s/James J. Tutchton JAMES J. TUTCHTON WildEarth Guardians 1536 Wynkoop St., Suite 301 Denver, Colorado 80202 (720) 301-3843 jtutchton@wildearthguardians.org

s/Robert Ukeiley ROBERT UKEILEY Law Office of Robert Ukeiley 435R Chestnut Street, Suite 1 Berea, Kentucky 40403 (859) 986-5402 rukeiley@igc.org
COUNSEL FOR WILDEARTH GUARDIANSEXHIBIT 1 Page 1 of 2 Montana SIPs Item No. Governor’s Letter Date Title/Description Signature on Proposed

Action Signature on Final Action 1. 04/14/1999 Stack Height Rules – 17.8.401-403 Stack Height Rule revisions 06/30/2011 12/30/2011 2. 04/19/1999 Kraft Pulp Mill rule Rule recod. and opacity None 06/30/2011 3. 08/25/1999 Subchapter 7 Permit, Construction and Operation of Air Contaminant Sources None 03/31/2011

4. 03/06/2008 PM2.5 Attainment Plan for Libby, MT None 12/31/ 2010

Utah SIPs Item No. Governor’s Letter Date Title/Description Signature on proposed

action Signature on final action 5. 10/09/1998 R307-401 Renumbering of NSR rules 06/30/2011 12/30/2011 6. 01/08/1999 R307-413 Soil venting and aeration 06/30/2011 12/30/2011 7. 02/22/1999 1-hour ozone maintenance plan None 06/30/2011 8. 09/20/1999 Rules reorg. Grouping of smaller materials into a coherent structure 06/30/2011 12/30/2011EXHIBIT 1 Page 2 of 2 Utah SIPs , continued Item No. Governor’s Letter Date Title/Description Signature on proposed

action Signature on final action 9. 12/10/1999 R307-202-5 Open burning 06/30/2011 12/30/2011 10. 03/30/2000 Ogden PM10 SIP Clean Air Determina-tion 12/31/2011 06/30/2012 11. 04/17/2008 Utah R307-401-14 Used Oil Fuel Burned for Energy Recovery 06/30/2011 12/30/2011
12. 05/08/2006 Utah Smoke Management Rules 06/30/2011 12/30/2011 13. 03/07/2008 Utah NSR SIP revision NSR Reform. Proposed rule published 1/7/09. 06/30/2011 if re-proposal

is needed. Otherwise, not

applicable. 12/30/2011EXHIBIT 2 Page 1 of 1 New Mexico SIPs
Item No. Governor’s Letter Date Title/Description Signature on Proposed Action Signature on Final Action 1. 04/11/2002 NM State Pt 73 Emissions Inventories None 01/02/2011
2. 04/11/2002 NM St Pt 72 Construction Permits 04/01/2012 10/01/2012 3. 04/11/2002 NM St Air Quality Control Act 04/01/2012 10/01/2012 4. 05/29/1998 NM Revisions to rules for construction permits 04/01/2012 10/01/2012