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EXHIBIT 1

List of Information To Provide To The U.S. Environmental Protection Agency, U.S. Army Corps of Engineers and the

Peer Review Group For The Data Gaps Review i 1. Remedial Investigation Data Report, Volumes I-V, IT Corp., May 1997, with

December 8, 1997, replacement pages inserted. 2. Minnesota Pollution Control Agency (MPCA) Staff Comments on the Remedial

Investigation Data Report August 22, 1997. 3. IT Corp’s Response to MPCA Staff’s Comments on the Remedial Investigation

Data Report, December 8, 1997. 4. Draft Alternatives Screening Report – Sediment Operable Unit, IT Corp.,

December 1997. 5. Draft Ecological Risk Assessment, IT Corp., December 12, 1997.ii 6. MPCA Staff Comments on the December 12, 1997, Ecological Risk Assessment

And the December 1997, Draft Alternatives Screening Report, February 26, 1998.ii

7. Human Health Screening Risk Evaluation, MPCA memorandum from Helen Goeden to Brenda Winkler, September 10, 1997.ii

8. Draft Feasibility Study Report, IT Corp., June 1998. 9. 1998 and 1999 (January 27-April 27), Field Sampling Coring Logs – IT Corp,

Service Environmental Engineering.iii 10. MPCA Staff Comments on the Draft Feasibility Study Report, November, 3,

1998. 11. The Interlake’s Corporation Response to Comments on the Feasibility Study, by

various consultants, January 5, 1999. 12. Additional Data Collected by Responsible Parties January 27, 1999 – April 27,

1999, SERVICE Environmental and Engineering, includes Treatability Testing Results – St. Louis River/Interlake/Duluth Tar (SLRIDT) Site Dredgewater, April 1999.iv

13. Cost Estimate Updates – SedOU – Alternatives 5 and 6, SLRIDT Site, Service Environmental and Engineering, April 26, 1999 and May 20, 1999.

14. July 7, 1999, Joesph Kimmel, U.S. Army Corps of Engineers, Review of the April 26, 1999 and May 20, 1999 Cost Estimates Updates.

15. Ecological Assessment of Sediment Contamination at the SLRIDT Site, MPCA Memorandum from Hennes to Winkler, May 6, 1999.ii

16. October 15, 1999 Draft Record of Decision. 17. Focused Feasibility Study Update, Thick Cap Alternative, Service Environmental

Engineering, June 25, 1999.iii 18. August 24, 1999 MPCA Commissioner Letter on the Focused Feasibility Study

Update, Thick Cap Alternative, Service Environmental Engineering, June 25, 1999.

19. Supplemental Detailed Analysis Report, Wetland Cap Alternative, Service Environmental and Engineering, September 16, 1999.iii

20. October 6, 1999, MPCA Commissioner Letter on the Supplemental Detailed Analysis Report, Wetland Cap Alternative, Service Environmental and Engineering, September 16, 1999.

21. Safe & Sound – Why a Wetland Cap is the Right Answer, The Interlake Corporation, AlliedSignal Inc. and Domtar Inc., October 1999.iii

22. Analysis of Impacts on Western for Discharge of Dredge Wastewater to Western Lake Sanitary Sewer District, MPCA memorandum from Kriens to Winkler, December 7, 1999.

23. Findings of Fact, Conclusions and Order Adopting the Record of Decision for the Sediments Operable Unit, MPCA, December 14, 1999.

24. Comments of The Interlake Corporation, Domtar Inc., and AlliedSignal, Inc. on the MPCA Staff’s Proposed Findings of Fact, Conclusions and Order Adopting the Record of Decision for the Sediment Operable Unit, December 1, 1999.

25. Documents for the Record, Sediment Operable Unit, SLRIDT Site, December 1, 1999.iv

26. Cost of Staff’s proposed Record of Decision Alternative – Letter from Interlake, October 26, 1999 to the MPCA Board.iii

27. Ground Water Monitoring well logs and ground water hydraulic head data from various Soil Operable Unit Remedial Investigation Reports (Malcolm Pirnie, IT Corp., Service Environmental Engineering, ENSR).

28. Appraisal Report of Hallett Dock #7, Duluth, Minnesota, Ramsland & Vigen, Inc., October 2, 1998.

29. Proposed Dock 6 Relocation to Dock 5, Hallett Dock Company, LHB Engineers & Architects, May, 17, 1999.

30. Letter from Hallett Dock Company regarding Hallett Dock Company Relocation and Cost Update Letter with Attachments to Brenda Winkler, MPCA, November 9, 1999.

31. Survey of Sediment Quality in the Duluth/Superior Harbor: 1993 Sample Results. U.S. Environmental Protection Agency, Great Lakes National Program Office, Chicago, IL. EPA 905-R97-005, Schubauer-Berigan, M. and J.L. Crane. 1997 (1993 Mudpuppy Survey).

32. Sediment Assessment of Hot Spot Areas in the Duluth/Superior Harbor: U.S. Environmental Protection Agency, Great Lakes National Program Office, Chicago, IL. EPA 905-R97-020, Schubauer-Berigan, M. and K. Schmude. 1997 (1994 Mudpuppy Survey).

i Any listed references in the documents shall be made available to the reviewer upon request or the reviewers may access them through other means such as websites and standard reference libraries. ii Peer Review Group evaluation not required at this time. The document is provided to the Peer Review Group for informational purposes only. iii This document has not been fully evaluated by the MPCA and may rely in part on data referenced in footnote iv. iv The data contained in this document was collected without an MPCA-approved Work Plan and the quality of the data has not been reviewed by the MPCA.

EXHIBIT 2

STATEMENT OF WORK FOR REMEDIAL INVESTIGATION/FEASIBILITY STUDY OVERSIGHT (“PEER REVIEW”) AND CHARGE TO PEER REVIEW

COORDINATOR AND PEER REVIEW GROUP St. Louis River/Interlake/Duluth Tar Superfund Site, St. Louis County, Minnesota

I. Introduction The St. Louis River/Interlake/Duluth Tar Superfund Site (Site) is the former location of a company that operated pig iron and coking plants and a water/gas plant beginning in 1904. Other companies at the Site used by-products of the iron companies’ coking operations to make products, including tar paper and shingles. The by-product operations closed in 1948. The iron plant closed in 1961. The blast furnace was toppled and the coke ovens were emptied in 1962. Studies have revealed the presence of polynuclear aromatic hydrocarbon compounds (PAHs), metals and volatile organic compounds in the sediments of waterways adjacent to the industrial operations. Approximately 300,000 cubic yards of sediment are contaminated above concentrations that the Minnesota Pollution Control Agency (MPCA) considers protective of human health and the environment. The St. Louis River and estuary is the largest tributary on the United States side of Lake Superior, the largest freshwater lake in the world, providing a wealth of natural resources. Resource management goals for the estuary are to protect, preserve, restore, and enhance natural resources, and to provide opportunities for public use for this and future generations. There are three geographically separated areas of concern in the river, within the Site. Stryker Embayment is a shallow water embayment on the west side of the Site with emergent wetlands at its north end. Boat Slip 6 is a shallow water and deep water environment in the middle of the Site, used for loading and unloading ships. The 48-Inch Outfall area and Keene Creek Bay/Boat Slip 7 are emergent wetlands and shallow water environments grading into deep water environment on the east side of the Site, and Boat Slip 7 is used for ship loading and unloading. The MPCA has determined that the contaminated sediments pose a threat to human health and the environment because of the risks from ingestion and dermal contact with the sediments. Also, the MPCA has determined that there is a potential for discharge of contaminated ground water from the Site to surface water. The ground water is not a source of drinking water but does discharge to the St. Louis River. By an agreement (the Agreement) with the MPCA dated February 22, 2000, The Interlake Corporation, Honeywell International Inc. and Domtar Inc. (the Companies) and the MPCA have agreed to reopen the Remedial Investigation/Feasibility Study (RI/FS) process for the Sediments Operable Unit (SedOU) of the Site so as to facilitate the selection and implementation of a remedy for the SedOU, and the Companies have agreed to implement the remedy selected by the MPCA after following the process set forth in the Agreement. In connection with that process, the MPCA and the Companies have agreed to retain a group of peer reviewers to aid in completing any remaining activities necessary to evaluate various site remedies and to help the parties produce a final RI/FS that accurately characterizes those remedies.

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II. Purpose The purpose of this document is to provide a Charge and Statement of Work (SOW) setting forth the requirements for conducting a Peer Review of the Remedial Investigation/Feasibility Study (RI/FS). Two Charges are included in this document: one describes the duties of the Peer Review Coordinator (the Coordinator) and the other describes the duties of the Peer Review Group (the Group). Peer Review is a documented critical review of scientific and/or technical work products. It is conducted by a panel of qualified individuals (or organizations) who are independent of those who performed the work, but who are collectively equivalent in technical expertise (i.e., peers*) to those who performed the original work. The SOW is designed to provide the framework for conducting the RI/FS Peer Review activities for the SedOU of the Site.

* NOTE: An independent peer reviewer is an appropriately qualified expert who was not associated with the generation of the work product to be reviewed either directly by substantial contribution to its development or indirectly by significant consultation during the development of the product. The independent peer reviewer, thus, is expected to be objective. Independence is freedom from institutional, ideological, or technical bias regarding the issues under review and is necessary for objective, fair, and responsible evaluation of the work product. If a selected reviewer has a particular scientific or technical perspective, it may be desirable to balance the review with peer reviewers of other perspectives. Peer reviewers should be free of real or perceived conflicts-of-interest, and there should be a balancing of interests and perspectives among peer reviewers. If there are potential conflicts of interest (real or perceived), they should be fully identified to ensure a credible Peer Review. (EPA PEER REVIEW MANUAL, Jan. 1998, EPA 100-B-98-001, pg. 21)

III. Charge to Coordinator The Coordinator is to assist the MPCA and the Companies in selecting and contracting with members of the Group and to coordinate the activities of the Group. The Coordinator is not a member of the Group and shall not direct the outcome of the Group’s activities, but shall assist and support the members in performing their tasks. The Coordinator’s tasks are as follows: A. Group Selection Process. The Coordinator will assist the MPCA and the Companies in

selecting independent individuals to become members of the Group and will contract with the Group to conduct all Peer Review activities. The MPCA and the Companies will attempt to work cooperatively to select qualified members of the Group, and if they are unable to agree on all members of the Group within thirty (30) days after the two lists have been submitted to the Coordinator, the Coordinator shall select members of the Group to fill positions that have not been filled by the cooperative process, so that all Group members have been selected and contracted within 60 days after the two lists have been submitted to the Coordinator. If the Coordinator is unable to contract with any proposed Group member, the Coordinator shall inform the MPCA and Companies’ Primary Contact.

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Similarly, if at any time during the Peer Review process a member of the Group resigns, either the MPCA or the Companies may request a substitute. If the MPCA and the Companies cannot agree on a substitute, the Coordinator shall choose and contract with the substitute member. The Group shall consist of a group of up to eight experts. Each Group member must have expertise in one or more of the following disciplines: (1) sediment remediation by dredging and confined disposal facility; (2) sediment remediation by capping; (3) hydrogeology, particularly with respect to ground water/surface water interaction; and (4) costs associated with sediment remediation. Each of the four disciplines must be represented by at least two Group members.

B. Attend Initial Meeting. The Coordinator shall contact each of the Primary Contacts, as

defined in Sections V.A. and V.B. within 10 calendar days after the Coordinator enters into a contract with the MPCA to coordinate the Peer Review process to schedule a meeting with the Primary Contacts at the MPCA Duluth Regional Office and to conduct a Site visit.

C. Document Review. The Coordinator shall obtain and copy the documents listed in Exhibit 1

to the February 22, 2000, Agreement (Exhibit 1) or subsequently provided by mutual consent of the MPCA and the Companies and distribute the information to the Group. The MPCA and the Companies shall provide the Coordinator with the Charge and Statement of Work and information generated as a result of the data gaps review conducted by the United States Environmental Protection Agency (EPA) and the United States Army Corps of Engineers (Corps), and the Coordinator shall promptly distribute this information to the Group.

D. Record Keeping. The Coordinator shall maintain all technical and financial records for the

Peer Review in accordance with the contract. E. Group Work Plan. The Coordinator shall prepare, with input or assistance from the Group

members, and submit a Group Work Plan within 15 calendar days after the Group selection process is complete. The Work Plan shall include the charge to the Group (Section IV), and identification of members assigned to each discipline and assigned review documents. The Work Plan shall also include project documentation, a project schedule of deliverables, coordination of activities and cost estimates.

F. Kickoff Meeting. After the Work Plan has been fully approved, the Coordinator shall

convene a meeting of all of the Group members, during which the Coordinator and the Group shall visit the Site. The Primary Contacts and one additional representative from the MPCA and one from the Companies, collectively, may attend this meeting for the purpose of answering questions from the Group about the Site and related matters.

G. Project Management. The Coordinator shall perform general work assignment management

including management and tracking of costs for the reporting period as well as cumulative amounts expended to date, preparation of Monthly Progress Reports, and preparation and submittal of invoices. Reports and invoices shall be submitted to the MPCA’s Primary Contact, with a copy to the Companies’ Primary Contact.

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The Coordinator shall participate in progress meetings during the course of the work assignment. The Coordinator shall communicate at least weekly with the Primary Contacts, either in face-to-face meetings or through conference calls. The Coordinator shall notify the Primary Contacts when 75 percent of the approved work assignment budget has been expended and again when 95 percent has been expended. The Coordinator shall perform the necessary activities to close out work assignments in accordance with all contract requirements. The Coordinator shall prepare a Work Assignment Closeout Report. The Coordinator shall provide an electronic copy of all reports generated as a result of this process

IV. Charge to Peer Review Group The Group will be charged to complete: A) tasks related to review of data gaps; and B) tasks related to review of the re-opened RI/FS. The Coordinator is charged to produce work plans for charges A) and B) which shall identify the tasks listed below that will be assigned to individual Group members. If at any time after the Group is formed the Group or the MPCA and the Companies determine that additional expertise is needed to complete the evaluation of the alternative remedies, the MPCA and the Companies shall follow the procedures described in Part 9.4 (or, if applicable, Part 9.5) of the Agreement to add up to two experts in the required discipline. The Group’s tasks are as follows: A. Tasks Related to Review of Data Gaps.

1. Review the EPA and Corps charge and statement of work, and conclusions regarding data gaps. If at any time during the Group review process the Group determines, based on the review of a document, that the data in that document is not usable or adequate for the evaluation of the feasibility and protectiveness of one or more of the alternative remedies, the Group may request the collection of additional data to fill those data gaps.

2. If the EPA and the Corps have not completed their review and provided their conclusions

to the MPCA and the Companies at the time the Group is prepared to commence its review, the Group shall proceed to review documents and identify data gaps as specified in the Work Plan.

3. When the data gaps review process has been completed, the Group shall make

recommendations to the MPCA’s and the Companies’ Primary Contacts regarding gaps in the data for review and comment. The MPCA’s and the Companies’ Primary Contacts may request changes in the recommendations.

4. The documents identified by notation in Exhibit 1 are not deemed by the MPCA or the

Companies to require review by the Group or augmentation. However, at any time prior to or during the Group process, the MPCA or any of the Companies may decide to have the human health and ecological risk evaluations reviewed by the Group for any purpose related to the remedy selection or implementation for the Site. The document(s) shall

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then be reviewed and be subject to comment or augmentation in the same manner as any other document to be reviewed by the Group. All of the documents in Exhibit 1 shall in any case be provided to the Group for reference or other use, even if the documents are not submitted for review for the purpose of assessing data gaps. By mutual consent, the MPCA and Companies may provide additional documents for review.

B. Tasks related to review of the Re-opened Feasibility Study. Comment on the advantages and

disadvantages of each of the alternative remedial actions included in the re-opened RI/FS, using as criteria the Threshold Criteria and Balancing Criteria of the National Contingency Plan, 40 C.F.R.§ 300.430(3) (iii)(A)-(G), including the following:

1. Evaluate the feasibility and protectiveness of sediment remediation by dredging and

containment in a near shore confined disposal facility. 2. Evaluate the feasibility and protectiveness of sediment remediation by placement of a

“wetland cap.” 3. Evaluate the feasibility and protectiveness of no action/natural attenuation. 4. Evaluate the feasibility and protectiveness of remediation by dredging and off-site

disposal. 5. Evaluate the estimated costs (including mitigation) associated with sediment remediation.

V. General Provisions A. MPCA Primary Contact. The Primary Contact for the MPCA is Brenda Winkler, who is the

Project Leader. She can be reached at (651) 296-7813 or via telefax at (651) 297-2343 or via the Internet at brenda.winkler@pca.state.mn.us. The secondary contact is Jane Mosel, who can be reached at (651) 296-3263 or via telefax at (651) 297-2343 or via the Internet at jane.mosel@pca.state.mn.us. The agency’s mailing address is Minnesota Pollution Control Agency, 520 Lafayette Road, St. Paul, MN 55155

B. Companies’ Primary Contact. The Primary Contact for the Companies is Dan Talsma, who

can be reached at (630) 719-7237 or via telefax at (630) 719-7242 or via the Internet at dtalsma@gknna.com. Mr. Talsma’s mailing address is The Interlake Corporation, in care of GKN North America Services, Inc., 550 Warrenville Road, Lisle, IL 60532-4387.

C. Completion Date & Project Closeout. The completion date for this work is estimated to be

June 2002. At the completion of the work, the Coordinator shall perform all necessary project work assignment closeout activities as specified in the Coordinator’s contract. These activities may include closing out any subcontracts, indexing and consolidating project records and files as required above, and providing a technical and financial closeout report to MPCA. Final costs shall be reported to MPCA (on disk), itemizing the costs for each element of this work assignment.

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D. No Ex Parte Communication. During the tenure of the Coordinator or of any Group member,

neither the Coordinator nor any Group member shall have any ex parte contact with the MPCA or any of the Companies, or their employees, agents or representatives concerning the Site. Contracts retaining the services of the Coordinator and the Group members shall include a provision precluding such ex parte contact.