UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF WISCONSIN

UNITED STATES OF AMERICA
and the STATE OF WISCONSIN

Plaintiffs, CIVIL ACTION NO.

P. H. GLATFELTER COMPANY
and
WTM I COMPANY
(f/k/a Wisconsin Tissue Mills Inc.),

Defendants.

CONSENT DECREE
FOR REMEDIAL DESIGN AND REMEDIAL ACTION AT OPERABLE UNIT 1 OF
THE LOWER FOX RIVER AND GREEN BAY SITE

TABLE OF CONTENTS

I. BACKGROUND......................................................................................... 1
II. JURISDICTION....................................................................................... 4
III. PARTIES BOUND .................................................................................... 4
IV. DEFINITIONS........................................................................................ 5
V. GENERAL PROVISIONS................................................................................. 13
VI. ESTABLISHMENT AND USE OF CERTAIN SITE-SPECIFIC ACCOUNTS ........................................... 15
VII. PERFORMANCE OF THE RESPONSE WORK BY SETTLING DEFENDANTS............................................ 19
VIII. POST-REMEDY RESPONSE WORK AND REMEDY REVIEW........................................................ 26
IX. QUALITY ASSURANCE, SAMPLING, AND DATA ANALYSIS..................................................... 28
X. ACCESS AND INSTITUTIONAL CONTROLS ................................................................. 30
XI REPORTING REQUIREMENTS............................................................................. 36
XII. RESPONSE AGENCIES' APPROVAL OF PLANS AND OTHER SUBMISSIONS......................................... 40
XIII. PROJECT COORDINATORS ............................................................................ 43
XIV. CERTIFICATION OF COMPLETION........................................................................ 44
XV. EMERGENCY RESPONSE................................................................................. 47
XVI. NATURAL RESOURCE RESTORATION EFFORTS .............................................................. 48
XVII. PAYMENTS TO PLAINTIFFS............................................................................. 51
XVIII. INDEMNIFICATION AND INSURANCE...................................................................... 58
XIX. FORCE MAJEURE EVENTS............................................................................... 61
XX. DISPUTE RESOLUTION................................................................................. 63
XXI. STIPULATED PENALTIES............................................................................... 68
XXII. COVENANTS NOT TO SUE BY PLAINTIFFS ................................................................ 75
XXIII. COVENANTS BY SETTLING DEFENDANTS .................................................................. 81
XXIV. CONSENT DECREE FUNDING LIMITATION AND SPECIAL RESERVATION OF RIGHTS ............................... 84
XXV. EFFECT OF SETTLEMENT AND CONTRIBUTION PROTECTION................................................... 89
XXVI. ACCESS TO INFORMATION.............................................................................. 92
XXVII. RETENTION OF RECORDS............................................................................... 94
XXVIII. NOTICES AND SUBMISSIONS ........................................................................... 95
XXIX. EFFECTIVE DATE..................................................................................... 98
XXX. RETENTION OF JURISDICTION.......................................................................... 98
XXXI. APPENDICES......................................................................................... 99
XXXII. COMMUNITY RELATIONS................................................................................ 99
XXXIII. MODIFICATIONS...................................................................................... 100
XXXIV. LODGING AND OPPORTUNITY FOR PUBLIC COMMENT......................................................... 100
XXXV. SIGNATORIES/SERVICE................................................................................ 101
XXXVI. FINAL JUDGMENT..................................................................................... 102

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TABLE OF APPENDICES

Appendix A Trustee Council Resolution relating to this Consent Decree

Appendix B Appendix addressing Management of the Disbursement Special
Account

Appendix C Appendix addressing Escrow Account Management

Appendix D Form of Escrow Agreement

Appendix E Appendix addressing Special Procedures for Restoration Work

Appendix F Administrative Order on Consent between WTM I Company, EPA,
and WDNR, captioned In the matter of the Lower Fox River and
the Green Bay Site, Docket No. V-W-'03-C-745 (including the
Statement of Work for Remedial Design)

Appendix G Map of Operable Unit 1

Appendix H Record of Decision for Operable Units 1 and 2

Appendix I Statement of Work for the Remedial Action

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CONSENT DECREE
FOR REMEDIAL DESIGN AND REMEDIAL ACTION AT OPERABLE UNIT 1 OF
THE LOWER FOX RIVER AND GREEN BAY SITE

I. BACKGROUND

A. The United States of America ("United States"), on behalf of
the Administrator of the United States Environmental Protection Agency ("EPA"),
and the State of Wisconsin (the "State"), on behalf of the Wisconsin Department
of Natural Resources ("WDNR"), filed a Complaint in this matter pursuant to
Sections 106 and 107 of the Comprehensive Environmental Response, Compensation,
and Liability Act ("CERCLA"), 42 U.S.C. Sections 9606 and 9607.

B. The Plaintiffs' Complaint seeks, inter alia: (i) reimbursement
of certain costs incurred by the United States and the State for response
actions at the Lower Fox River and Green Bay Site (the "Site," as defined below)
in Northeastern Wisconsin, together with accrued interest; and (ii) performance
of response work by the defendants at Operable Unit 1 ("OU1," as defined below)
of the Site consistent with the National Contingency Plan, 40 C.F.R. Part 300
(as amended) (the "NCP").

C. In accordance with the NCP and Section 121(f)(l)(F) of CERCLA,
42 U.S.C. Section 9621(f)(1)(F), the State was notified of negotiations with
potentially responsible parties regarding the implementation of the remedial
design and the remedial action for OU1. The State has been an active participant
in such negotiations and is a party to this Consent Decree.

D. In accordance with Section 122(j)(1) of CERCLA, 42 U.S.C.
Section 9622(j)(1), EPA has notified the appropriate natural resource trustees
(the "Trustees"), as represented by the Fox River/Green Bay Natural Resource
Trustee Council, of negotiations with potentially responsible parties regarding
the releases of hazardous substances that may have resulted in injuries to

natural resources under Federal, State, and Tribal trusteeship at the Site. The
Trustees have participated in the negotiation of this Consent Decree, and
support this Consent Decree, as indicated by the Trustee Council Resolution
attached to this Consent Decree as Appendix A.

E. EPA, WDNR, and the Trustees are parties to several
Site-specific Memoranda of Agreement, as "Inter-Governmental Partners" sharing
a "mutual goal of remediating and/or responding to hazardous substances releases
and threats of releases to, and restoring injured and potentially injured
natural resources in, [the Site area]." The Inter-Governmental Partners'
founding Memorandum of Agreement recognized that WDNR would have "a leadership
role, in full partnership with EPA, in exercising response authority" at the
Site, and the Plaintiffs intend to continue that cooperative relationship as to
actions required under this Consent Decree.

F. The defendants that have entered into this Consent Decree
("Settling Defendants," as defined below) do not admit any liability to the
Plaintiffs, to the Trustees, or to any other party arising out of the
transactions or occurrences alleged in the Complaint, nor do they acknowledge
that the release or threatened release of hazardous substance(s) at or from the
Site constitutes an imminent or substantial endangerment to the public health or
welfare or the environment.

G. In response to a release or a substantial threat of a release
of a hazardous substance(s) at or from the Site, WDNR in 1998 commenced a
Remedial Investigation and Feasibility Study ("RI/FS") for the Site pursuant to
40 C.F.R. Section 300.430, with funding and technical assistance from EPA. In
December 2002, WDNR completed a Remedial Investigation ("RI") Report and a Final
Feasibility Study ("FS") for the Site.

H. Pursuant to Section 117 of CERCLA, 42 U.S.C. Section 9617,
notice of the completion of the FS and of the proposed plan for remedial action
was published in major local newspapers of general circulation in the Fox River
Valley. WDNR and EPA provided an opportunity for

written and oral comments from the public on the proposed plan for remedial
action. A copy of the transcript of the public meeting is available to the
public as part of the administrative record upon which WDNR and EPA based the
selection of the response action.

I. The decision by WDNR and EPA on the remedial action to be
implemented at OU1 at the Site is embodied in a final Record of Decision
("ROD"), executed by WDNR and EPA in December 2002. The ROD includes an
explanation of significant differences between the final remedial action plan
and the proposed plan as well as a responsiveness summary to the public
comments. Notice of the final plan was published in accordance with Section
117(b) of CERCLA.

J. Based on the information presently available to EPA and WDNR,
EPA and WDNR believe that the Response Work (as defined below) will be properly
and promptly conducted by the Settling Defendants if conducted in accordance
with the requirements of this Consent Decree and its appendices.

K. Solely for the purposes of Section 113(j) of CERCLA, the
remedial action selected by the ROD and the Response Work to be performed by the
Settling Defendants shall constitute a response action taken or ordered by the
President.

L. The Parties recognize, and the Court by entering this Consent
Decree finds, that this Consent Decree has been negotiated by the Parties in
good faith and implementation of this Consent Decree will expedite the cleanup
of OU1 and will avoid prolonged and complicated litigation between the Parties,
and that this Consent Decree is fair, reasonable, and in the public interest.

NOW, THEREFORE, it is hereby Ordered, Adjudged, and Decreed:

II. JURISDICTION

1. This Court has jurisdiction over the subject matter of this
action pursuant to 28 U.S.C. Sections 1331 and 1345, and 42 U.S.C. Sections
9606, 9607, and 9613(b). This Court also has personal jurisdiction over the
Settling Defendants. Solely for the purposes of this Consent Decree and the
underlying Complaint, Settling Defendants waive all objections and defenses that
they may have to jurisdiction of the Court or to venue in this District.
Settling Defendants shall not challenge the terms of this Consent Decree or this
Court's jurisdiction to enter and enforce this Consent Decree.

III. PARTIES BOUND

2. This Consent Decree applies to and is binding upon the United
States and the State and upon Settling Defendants and their successors and
assigns. Any change in ownership or corporate status of a Settling Defendant
including, but not limited to, any transfer of assets or real or personal
property, shall in no way alter such Settling Defendant's responsibilities under
this Consent Decree.

3. Settling Defendants shall provide a copy of this Consent
Decree to each contractor hired to perform the Response Work required by this
Consent Decree and to each person representing any Settling Defendant with
respect to OU1 or the Response Work and shall condition all contracts entered
into hereunder upon performance of the Response Work in conformity with the
terms of this Consent Decree. Settling Defendants or their contractors shall
provide written notice of the Consent Decree to all subcontractors hired to
perform any portion of the Response Work required by this Consent Decree.
Settling Defendants shall nonetheless be responsible for ensuring that their
contractors and subcontractors perform the Response Work contemplated herein in
accordance with this Consent Decree. With regard to the activities

undertaken pursuant to this Consent Decree, each contractor and subcontractor
shall be deemed to be in a contractual relationship with the Settling Defendants
within the meaning of Section 107(b)(3) of CERCLA, 42 U.S.C. Section 9607(b)(3).

IV. DEFINITIONS

4. Unless otherwise expressly provided herein, terms used in this
Consent Decree which are defined in CERCLA or in regulations promulgated under
CERCLA shall have the meaning assigned to them in CERCLA or in such regulations.
Whenever terms listed below are used in this Consent Decree or in the appendices
attached hereto and incorporated hereunder, the following definitions shall
apply:

"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections
9601-9675.

"Consent Decree" shall mean this Decree and all appendices attached
hereto (listed in Section XXXI). In the event of conflict between this Decree
and any appendix, this Decree shall control.

"Day" shall mean a calendar day unless expressly stated to be a working
day. "Working day" shall mean a day other than a Saturday, Sunday, or Federal
holiday. In computing any period of time under this Consent Decree, where the
last day would fall on a Saturday, Sunday, or Federal holiday, the period shall
run until the close of business of the next working day.

"Date of Lodging" shall mean the day on which this Consent Decree is
lodged with the Court.

"DOI" shall mean the United States Department of the Interior and any
successor departments or agencies of the United States.

"DOI Past Cost Payments" shall mean the payments to be made to the
DOI NRDAR Fund under Subparagraph 52.a.(ii) (Initial Payments to the United
States) of this Consent Decree to reimburse DOI for a portion of its past
natural resource damage assessment costs related to the Site.

"DOJ" shall mean the United States Department of Justice and any
successor departments or agencies of the United States.

"Effective Date" shall be the effective date of this Consent Decree as
provided by Section XXIX.

"EPA" shall mean the United States Environmental Protection Agency and
any successor departments or agencies of the United States.

"EPA Past Cost Payments" shall mean the payments to be made to the Fox
River Site Special Account within the EPA Hazardous Substance Superfund under
Subparagraph 52.a.(i) (Initial Payments to the United States) of this Consent
Decree to reimburse EPA for a portion of its past response costs related to the
Site.

"Force Majeure Event," for purposes of this Consent Decree, shall mean
any event arising from causes beyond the control of the Settling Defendants, of
any entity controlled by Settling Defendants, or of Settling Defendants'
contractors or subcontractors, that delays or prevents the performance of any
obligation under this Consent Decree despite Settling Defendants' best efforts
to fulfill the obligation. The requirement that the Settling Defendants exercise
"best efforts to fulfill the obligation" includes using best efforts to
anticipate any potential Force Majeure Event and best efforts to address the
effects of any potential Force Majeure Event (i) as it is occurring and (ii)
following the potential Force Majeure Event, such that the delay is minimized to
the greatest extent possible.

"Fox River OU1 Disbursement Special Account" or the "Disbursement
Special Account" shall mean the disbursement special account established for OU1
by EPA pursuant to Section 122(b)(3) of CERCLA, 42 U.S.C. Section 9622(b)(3),
and this Consent Decree.

"Fox River Site Special Account" shall mean the special account
established for the Site by EPA pursuant to Section 122(b)(3) of CERCLA, 42
U.S.C. Section 9622(b)(3).

"Fox River OU1 Escrow Account" or the "Escrow Account" shall mean the
escrow account trust fund established for OU1 by the Settling Defendants
pursuant to this Consent Decree.

"Institutional Controls" shall mean all response activities to
implement institutional controls requirements under the ROD.

"Interest" shall mean interest at the rate specified for interest on
investments of the EPA Hazardous Substance Superfund established by 26 U.S.C.
Section 9507, compounded annually on October 1 of each year, in accordance with
42 U.S.C. Section 9607(a). The applicable rate of interest shall be the rate in
effect at the time the interest accrues. The rate of interest is subject to
change on October 1 of each year.

"Interest Earned" shall mean interest earned on amounts in the
Disbursement Special Account, which shall be computed monthly at a rate based on
the annual return on investments of the Hazardous Substance Superfund. The
applicable rate of interest shall be the rate in effect at the time the interest
accrues.

"July 2003 AOC" shall mean the Administrative Order on Consent between
WTM I Company, EPA, and WDNR, captioned In the matter of the Lower Fox River and
the Green Bay Site, Docket No. V-W-'03-C-745 (the "July 2003 AOC"). The July
2003 AOC is attached hereto as Appendix F.

"Long Term Monitoring" shall mean all response activities to implement
long term monitoring requirements under the ROD.

"National Contingency Plan" or "NCP" shall mean the National Oil and
Hazardous Substances Pollution Contingency Plan promulgated pursuant to Section
105 of CERCLA, 42 U.S.C. Section 9605, codified at 40 C.F.R. Part 300, and any
amendments thereto.

"NRD Commitment" shall mean the $3,000,000 committed to natural
resource restoration efforts under Paragraph 52 (Initial Payments to Plaintiffs)
and Paragraph 53 (Subsequent Payments for Natural Resource Restoration).

"NRDAR Fund" shall mean DOI's Natural Resource Damage Assessment and
Restoration Fund.

"Operation and Maintenance" or "O & M" shall mean all activities
required to maintain the effectiveness of the Remedial Action as required under
the Operation and Maintenance Plan approved or developed by the Response
Agencies pursuant to this Consent Decree and the Statements of Work.

"Operable Unit 1" or "OU1" shall mean the Little Lake Butte des Morts
reach of the Lower Fox River, as delineated by the Record of Decision signed by
WDNR and EPA in December 2002. More specifically, OU1 is the portion of the
Lower Fox River (and the underlying River sediment) starting at the outlet of
Lake Winnebago at the Neenah Dam and the Menasha Dam downstream to the Upper
Appleton Dam, including sediment deposits A through H and POG. As so defined,
OU1 is depicted in Figure 7-9 of the December 2002 Final Feasibility Study for
the Site, a copy of which is attached hereto as Appendix G.

"Paragraph" shall mean a portion of this Consent Decree identified by
an arabic numeral or an upper case letter.

"Parties" shall mean the United States, the State of Wisconsin, and the
Settling Defendants.

"Performance Standards" shall mean the selected remedy requirements,
contingent remedy requirements, and cleanup standards for measuring the
achievement of the goals of the Remedial Action, as set forth in Sections
13.1,13.3.1, and 13.4 through 13.6 of the ROD and Section II of the SOW for
Remedial Action.

"Plaintiffs" shall mean the United States and the State of Wisconsin.

"Post-Remedy Institutional Controls Work" shall mean all response
activities to implement institutional controls requirements under the ROD and
the Institutional Controls Plan after Certification of Completion of Remedial
Action by EPA pursuant to Subparagraph 44.b.

"Post-Remedy Monitoring" shall mean all response activities to
implement Long Term Monitoring requirements under the ROD and the Final
Operation and Maintenance Plan after Certification of Completion of Remedial
Action by EPA pursuant to Subparagraph 44.b.

"RCRA" shall mean the Solid Waste Disposal Act, as amended, 42
U.S.C. Sections 6901 et seq. (also known as the Resource Conservation and
Recovery Act).

"Record of Decision" or "ROD" shall mean the Record of Decision
relating to OU1 at the Site signed in December 2002 by the Deputy Administrator
of the Water Division of WDNR and by the Director of the Superfund Division of
EPA Region 5, and all attachments thereto. A copy of the ROD (excluding the ROD
Appendices) is attached as Appendix H.

"Remedial Action" shall mean those activities (except for Operation and
Maintenance, Post-Remedy Institutional Controls Work, and Post-Remedy
Monitoring), to be undertaken by the Settling Defendants to implement the ROD
requirements for OU1, in accordance with the SOW, the final Remedial Design Work
Plan, the final Remedial Action Work Plan, and other

plans approved by the Response Agencies. For the purpose of this Consent Decree,
Remedial Action shall not include any response action required solely under
Section XV (Emergency Response).

"Remedial Action Work Plan" shall mean the document developed pursuant
to Paragraph 14 of this Consent Decree and approved by the Response Agencies,
and any amendments thereto.

"Remedial Design" shall mean those activities to be undertaken by
Settling Defendant WTMI Company to conduct predesign investigations and to
develop the final plans and specifications for the Remedial Action for OU1
pursuant to the July 2003 AOC and the Remedial Design Work Plan.

"Remedial Design Work Plan" shall mean the document described by
Paragraph 12 of this Consent Decree and approved by the Response Agencies, and
any amendments thereto.

"Response Agencies" shall mean WDNR and EPA.

"Response Work" shall mean all activities Settling Defendants are
required to perform under this Consent Decree, except those required by Section
XVI (Natural Resource Restoration Efforts) and Section XXVII (Retention of
Records).

"Section" shall mean a portion of this Consent Decree identified by a
roman numeral.

"Settling Defendants" shall mean P.H. Glatfelter Company and WTM I
Company.

"Settling Defendants' Related Parties" shall mean: (i) Settling
Defendants' successors, but only to the extent that the alleged liability of
such person is based on the alleged liability of a Settling Defendant; (ii)
Settling Defendants' former or current officers, directors, employees, or
shareholders, but only to the extent that the alleged liability of such person
is based on acts

and/or omissions which occurred in the scope of the person's employment or
capacity as an officer, director, employee, or shareholder of a Settling
Defendant.

"Site" shall mean the Lower Fox River and Green Bay Site in
Northeastern Wisconsin.

"Specified Future Response Costs" shall mean all costs, including, but
not limited to, direct and indirect costs, that the United States and the State
incur after July 1, 2003 in reviewing or developing plans, reports and other
items pursuant to the July 2003 AOC and this Consent Decree, in verifying the
Response Work, in implementing O&M, Institutional Controls, and Long Term
Monitoring requirements required under the ROD and the SOW, or in otherwise
implementing, overseeing, or enforcing this Consent Decree, including, but not
limited to, payroll costs, contractor costs, travel costs, laboratory costs, the
costs incurred pursuant to Paragraph 19 of Section VIII, Section X (including,
but not limited to, the cost of attorney time and any monies paid to secure
access and/or to secure or implement Institutional Controls including, but not
limited to, the amount of just compensation), Section XV, and Paragraph 90 of
Section XXII.

"State" shall mean the State of Wisconsin.

"State Past Cost Payments" shall mean the $10,000 payment to be made to
the State under Subparagraph 52.b (Initial Payments to the State) of this
Consent Decree to reimburse the State for a portion of its past response costs
related to the Site.

"Statements of Work" or "SOW" shall mean: (i) the statement of work for
implementation of the Remedial Design, as set forth at Appendix F to this
Consent Decree, and any modifications made in accordance with the July 2003 AOC
and this Consent Decree; and/or (ii) the statement of work for implementation of
the Remedial Action, Institutional Controls,

Long Term Monitoring, and Operation and Maintenance at the Site, as set forth in
Appendix I to this Consent Decree and any modifications made in accordance with
this Consent Decree.

"Supervising Contractor" shall mean the principal contractor retained
by the Settling Defendants to supervise and direct the implementation of the
Response Work under this Consent Decree.

"United States" shall mean the United States of America.

"Unresolved DOI Past Costs" shall mean the unreimbursed natural
resource damage assessment costs that the United States has paid at or in
connection with the Site (or any portion of the Site) through July 1,2003.

"Unresolved EPA Past Costs" shall mean the unreimbursed response costs,
including, but not limited to, direct and indirect costs, that the United States
has paid at or in connection with the Site (or any portion of the Site) through
July 1, 2003.

"Unresolved State Past Costs" shall mean the unreimbursed response
costs, including, but not limited to, direct and indirect costs, that the State
has paid at or in connection with the Site (or any portion of the Site) through
July 1, 2003.

"Waste Material" shall mean: (i) any "hazardous substance" under
Section 101(14) of CERCLA, 42 U.S.C.Section 9601(14); (ii) any pollutant or
contaminant under Section 101(33), 42 U.S.C.Section 9601(33); (iii) any "solid
waste" under Section 1004(27) of RCRA, 42 U.S.C. Section 6903(27); and (iv) any
"hazardous substance" under Wis. Stat. Section 292.01.

"WDOJ" shall mean the Wisconsin Department of Justice and any successor
departments or agencies of the State.

"WDNR" shall mean the Wisconsin Department of Natural Resources and any
successor departments or agencies of the State.

V. GENERAL PROVISIONS

5. Objectives of the Parties. The objectives of the Parties in
entering into this Consent Decree are to protect public health and welfare and
the environment by the design and implementation of certain response actions at
OU1 by the Settling Defendants, to reimburse a portion of the EPA and State past
costs and to reimburse all Specified Future Response Costs, to provide partial
compensation for natural resource damages, and to resolve the claims of
Plaintiffs against Settling Defendants as provided in this Consent Decree.

6. Commitments by Settling Defendants.

a. Settling Defendants shall finance and perform the
Response Work in accordance with this Consent Decree, the ROD, the SOW, and all
work plans and other plans, standards, specifications, and schedules set forth
herein or developed by Settling Defendants and approved by the Response Agencies
pursuant to this Consent Decree. Settling Defendants shall also reimburse EPA
and the State for a portion of their past response costs and shall reimburse EPA
and the State for future response costs, as provided by this Consent Decree.
Settling Defendants shall also provide partial compensation for natural resource
damages, as provided herein.

b. Settling Defendants need not perform Response Work
under this Consent Decree unless: (i) the Disbursement Special Account and/or
the Escrow Account described by Section VI and Appendices B and C contain funds
to finance the work; or (ii) this Consent Decree specifically requires the
Settling Defendants to fund or to perform the work without reimbursement from,
or recourse to, the Disbursement Special Account and/or the Escrow Account.

7. Compliance With Applicable Law. All activities undertaken by
Settling Defendants pursuant to this Consent Decree shall be performed in
accordance with the requirements of all applicable federal and state laws and
regulations. Settling Defendants must also comply with all applicable or
relevant and appropriate requirements of all Federal and state environmental
laws as set forth in the ROD and the SOW, unless the Response Agencies determine
that there are grounds for invoking a waiver under 40 C.F.R. Section
300.430(f)(l)(ii)(C). The activities conducted pursuant to this Consent Decree,
if approved by the Response Agencies, shall be considered to be necessary and
consistent with the NCP.

8. Permits.

a. As provided in Section 121(e) of CERCLA and Section
300.400(e) of the NCP, no permit shall be required for any portion of the
Response Work conducted entirely on-site (i.e., within the areal extent of
contamination or in very close proximity to the contamination and necessary for
implementation of the Response Work). Where any portion of the Response Work
that is not on-site requires a federal or state permit or approval, Settling
Defendants shall submit timely and complete applications and take all other
actions necessary to obtain all such permits or approvals.

b. The Settling Defendants may seek relief under the
provisions of Section XIX (Force Majeure Events) of this Consent Decree for any
delay in the performance of the Response Work resulting from a failure to
obtain, or a delay in obtaining, any permit required for the Response Work.

c. This Consent Decree is not, and shall not be
construed to be, a permit issued pursuant to any federal or state statute or
regulation.

VI. ESTABLISHMENT AND USE OF CERTAIN SITE-SPECIFIC ACCOUNTS

9. Generally. As provided by this Section and Appendices B and C,
two separate Site-specific accounts - to be known as the Fox River OU1
Disbursement Special Account (the "Disbursement Special Account") and the Fox
River OU1 Escrow Account (the "Escrow Account") - shall be established and
managed to provide sources of funds for payment and reimbursement of particular
categories of Site-related response costs and natural resource restoration
costs, as specified by Paragraphs 10 and 11. The Escrow Account may be
established as several accounts or sub - accounts to address the different
sources and uses of the funds paid into the Escrow Account. The response costs
to be paid and reimbursed from the Disbursement Special Account and the Escrow
Account are expected to include, but will not be limited to, certain costs
incurred by the Settling Defendants that are defined herein as "Allowable RD/RA
Costs." The natural resource restoration costs to be paid and reimbursed from
the Escrow Account may include, but will not be limited to, certain costs
incurred by the Settling Defendants that are defined herein as "Allowable
Restoration Work Costs."

a. Allowable RD/RA Costs. Solely for the purpose of this
Consent Decree, the term "Allowable RD/RA Costs" is defined as necessary
response costs incurred and paid by Settling Defendants for the Remedial Design
and the Remedial Action, excluding the following costs that shall not be
eligible for payment or reimbursement as Allowable RD/RA Costs:

(1) any costs exceeding $2 million for the
contaminant delineation investigation and Remedial Design
components of the Response Work, as provided by Subparagraph
8.a of Appendix C;

(2) response costs incurred or paid by the
Settling Defendants pursuant to Section XV (Emergency
Response);

(3) any other payments made by Settling
Defendants to the Plaintiffs pursuant to this Consent Decree,
including, but not limited to: (i) any direct payments to
Plaintiffs under Section XVII; and (ii) any interest,
stipulated penalties, or stipulated damages paid pursuant to
Section XXI;

(4) attorneys' fees and costs;

(5) costs of any response activities Settling
Defendants perform that are not required under, or approved by
the Response Agencies pursuant to this Consent Decree;

(6) costs related to Settling Defendants'
litigation, settlement, development of potential contribution
claims or identification of defendants;

(7) internal costs of Settling Defendants,
including but not limited to, salaries, travel, or in-kind
services, except for those costs that represent the work of
employees of Settling Defendants directly performing the
Remedial Design or the Remedial Action;

(8) any costs incurred by Settling Defendants
prior to the Effective Date, except for: (i) Remedial Design
work approved by the Response Agencies; or (ii) other costs of
Response Work required by this Consent Decree after the Date
of Lodging; or

(9) any costs incurred by Settling Defendants
pursuant to Section XX (Dispute Resolution).

b. Allowable Restoration Work Costs. Solely for the
purpose of this Consent Decree, the term "Allowable Restoration Costs" is
defined as necessary restoration costs incurred and paid by Settling Defendants
for Approved Restoration Work (as defined by Paragraph 48),

excluding the following costs that shall not be eligible for payment or
reimbursement as Allowable Restoration Work Costs:

(1) any costs for work other than Approved
Restoration Work;

(2) any costs exceeding the pre-approved cost
ceiling set by the Statement of Work for Approved Restoration
Work;

(4) attorneys' fees and costs;

(5) costs of any restoration activities Settling
Defendants perform that are not required under, or approved by
the Plaintiffs pursuant to, this Consent Decree;

(6) costs related to Settling Defendants'
litigation, settlement, development of potential contribution
claims or identification of defendants;

(8) any costs incurred by Settling Defendants
prior to the Effective Date, except for Approved Restoration
Work completed pursuant to this Consent Decree; or

(9) any costs incurred by Settling Defendants
pursuant to Section XX (Dispute Resolution).

10. Establishment and Management of the Disbursement Special
Account. In accordance with the procedures and requirements established by the
December 2001 Consent Decree in the matter captioned United States and the State
of Wisconsin v. Appleton Papers Inc. and NCR Corporation. Case No. 0l-C-0816
(E.D. Wis.) (the "API/NCR Decree"), the Plaintiffs shall use their best efforts
to have $10 million available for funding response action projects under the
API/NCR Decree deposited in the Disbursement Special Account after the Effective
Date. EPA shall establish the Disbursement Special Account as a new special
account within the EPA Hazardous Substance Superfund. Subject to the terms and
conditions set forth in this Consent Decree, EPA agrees to make those funds in
the Disbursement Special Account, including Interest Earned on those funds in
the Special Account, available for disbursement to the Escrow Account as partial
reimbursement of certain Allowable RD/RA Costs. The Disbursement Special Account
shall be managed as set forth in Appendix B to this Consent Decree, which is
incorporated herein by reference

11. Establishment and Management of the Escrow Account. By no
later than March 31, 2004, the Settling Defendants shall establish and maintain
financial security in the form of the Escrow Account trust fund, from which
funds shall be disbursed for payment and reimbursement of particular categories
of Site-related response costs and natural resource restoration costs. The
Settling Defendants shall establish the Escrow Account with the funds required
to be paid pursuant to Section XVII (Payments) below. The Escrow Account shall
be managed as set forth in Appendix C to this Consent Decree, which is
incorporated herein by reference. The escrow agreement establishing the Escrow
Account shall be in substantially the

form attached hereto as Appendix D and shall identify the manager for the Escrow
Account (the "Escrow Agent"). The Settling Defendants may establish the Escrow
Account (or an account or sub-account within the Escrow Account) as a Qualified
Settlement Fund (or "QSF") within the meaning of 468B-1 of the Treasury
Regulations.

VII. PERFORMANCE OF THE RESPONSE WORK BY SETTLING DEFENDANTS

12. OU1 Remedial Design.

a. Settling Defendant WTMI Company shall perform the
Remedial Design components of the Response Work (including predesign
investigations) in accordance with the July 2003 AOC. A copy of the July 2003
AOC is attached as Appendix F to this Consent Decree, is incorporated herein by
this reference, and all requirements under the July 2003 AOC are hereby made
enforceable requirements of this Consent Decree, but only as to Settling
Defendant WTM I Company.

b. Settling Defendant WTM I Company shall submit the
following plans and reports to the Response Agencies pursuant to the July 2003
AOC and this Paragraph: (i) a Pre-Design Sampling Work Plan; (ii) a Remedial
Design Work Plan; (iii) a Basis of Design Report; (iv) a Preliminary (50%)
Design; (v) a Pre-Final (90%) Design; and (vi) a Final (100%) Design. Upon
approval by the Response Agencies, all submittals required by the July 2003 AOC
and this Paragraph 12 shall be incorporated into and become enforceable under
this Consent Decree.

c. Settling Defendant WTM I Company shall provide
Settling Defendant P. H. Glatfelter Company with copies of the plans and reports
identified in the preceding Subparagraph contemporaneously with their submission
to the Response Agencies. Within 15 days of the date of submission, Settling
Defendant P. H. Glatfelter may submit written comments

on the relevant plan or submission; provided, however, that nothing in this
Paragraph shall be construed as affording Settling Defendant P. H. Glatfelter
Company a right to invoke or participate in any dispute resolution process under
Section XX (Dispute Resolution) concerning any submittal under the July 2003
AOC.

13. Selection of Supervising Contractor.

a. All Remedial Design components of the Response Work
to be performed by Settling Defendant WTMI Company pursuant to Paragraph 12 of
this Consent Decree shall be under the direction and supervision of WTM I
Company's Project Coordinator designated pursuant to the July 2003 AOC. All
other aspects of the Response Work to be performed by Settling Defendants
pursuant to Sections VII (Performance of the Response Work by Settling
Defendants), VIII (Post-Remedy Response Work and Remedy Review), IX (Quality
Assurance, Sampling and Data Analysis), and XV (Emergency Response) of this
Consent Decree shall be under the direction and supervision of the Settling
Defendants' Supervising Contractor, the selection of which shall be subject to
disapproval by the Response Agencies. Within 10 days after Settling Defendant
WTM I Company's submittal of the Pre-Final (90%) Design, Settling Defendants
shall notify the Response Agencies in writing of the name, title, and
qualifications of any contractor proposed to be the Supervising Contractor. The
Response Agencies will issue a notice of disapproval or an authorization to
proceed. If at any time thereafter, Settling Defendants propose to change a
Supervising Contractor, Settling Defendants shall give such notice to the
Response Agencies and must obtain an authorization to proceed from the Response
Agencies before the new Supervising Contractor performs, directs, or supervises
any Response Work under this Consent Decree.

b. If the Response Agencies disapprove a proposed
Supervising Contractor, the Response Agencies will notify Settling Defendants in
writing. Settling Defendants shall submit to the Response Agencies a list of
contractors, including the qualifications of each contractor, that would be
acceptable to them within 30 days of receipt of the Response Agencies'
disapproval of the contractor previously proposed. The Response Agencies will
provide written notice of the names of any contractors that they disapprove and
an authorization to proceed with respect to any of the other contractors.
Settling Defendants may select any contractor from that list that is not
disapproved and shall notify the Response Agencies of the name of the contractor
selected within 21 days of the Response Agencies' authorization to proceed.

c. If the Response Agencies fail to provide written
notice of their authorization to proceed or disapproval as provided in this
Paragraph and this failure prevents the Settling Defendants from meeting one or
more deadlines in a plan approved by the Response Agencies pursuant to this
Consent Decree, Settling Defendants may seek relief under the provisions of
Section XIX (Force Majeure Events).

14. OU1 Remedial Action. Subject only to the funding limitations
of this Consent Decree and the special reservations of rights specified in
Section XXIV, the Settling Defendants shall perform all requirements under this
Paragraph 14 until the Performance Standards are achieved and for so long
thereafter as is otherwise required under this Consent Decree.

a. The requirements under this Paragraph 14 shall be
performed by Settling Defendants with funding from the following sources:

(1) To the extent such funds are available in
the Disbursement Special Account, the Settling Defendants shall be entitled to
seek disbursement from the Disbursement Special Account for reimbursement of
Allowable RD/RA Costs.

(2) To the extent such funds are available in
the Escrow Account and not earmarked or disbursed for other purposes under this
Consent Decree, the Settling Defendants shall be entitled to seek disbursements
from the Escrow Account for payment or reimbursement of Allowable RD/RA Costs.

b. Within 90 days after the approval of the Final Design
submittal described by the Statement of Work appended to the July 2003 AOC, but
no earlier than 90 days after the Effective Date, the Settling Defendants shall
submit to the Response Agencies a work plan for the performance of the Remedial
Action (the "Remedial Action Work Plan"). The Remedial Action Work Plan shall
provide for construction and implementation of the remedy set forth in the ROD
such that the Performance Standards will be achieved, in accordance with this
Consent Decree, the ROD, the SOW, and the design plans and specifications
developed by Settling Defendant WTM I Company under Paragraph 12 and approved by
the Response Agencies. Upon its approval by the Response Agencies, the Remedial
Action Work Plan shall be incorporated into and become enforceable under this
Consent Decree.

c. The Remedial Action Work Plan shall include the
following: (i) an updated schedule for implementing all Remedial Action tasks
identified in the final design submittal, incorporating any refinements to the
Final Project Schedule submitted under the July 2003 AOC and Paragraph 12; (ii)
any refinements to the Final Health and Safety Plan, the Final Contingency Plan,
the Final Sediment Removal Verification Plan, and the Capital and Operation and
Maintenance Cost Estimate submitted under the July 2003 AOC and Paragraph 12;
(iii) a Final Construction Quality Assurance Project Plan; (iv) an Institutional
Controls Plan; (v) a Final Operation and Maintenance Plan (including a plan for
Long Term Monitoring); (vi) a schedule for submitting any other Remedial Action
Plans; and (vii) the initial formulation of the Settling

Defendants' Remedial Action Project Team (including, but not limited to, the
Supervising Contractor).

d. Upon approval of the Remedial Action Work Plan by the
Response Agencies, Settling Defendants shall perform the activities required
under the Remedial Action Work Plan. The Settling Defendants shall submit to the
Response Agencies all plans, submittals, or other deliverables required under
the approved Remedial Action Work Plan in accordance with the approved schedule
for review and approval pursuant to Section XII (Response Agencies' Approval of
Plans and Other Submissions). Unless otherwise directed by the Response
Agencies, Settling Defendants shall not commence physical Remedial Action
activities at OU1 prior to approval of the Remedial Action Work Plan. Subject
only to the funding limitations of this Consent Decree and the special
reservations of rights specified in Section XXIV, the Settling Defendants shall
implement the Remedial Action as set forth in the approved Remedial Action Work
Plan until the Performance Standards are achieved.

e. Notwithstanding the funding limitations of this
Consent Decree, after Certification of Completion of Remedial Action by EPA
pursuant to Subparagraph 44.b, the Settling Defendants shall continue to
implement the Institutional Controls Plan and the Final Operation and
Maintenance Plan for so long as required by those plans.

15. Modification of the SOW or Related Work Plans.

a. Subject to Subparagraph 15.c below, if the Response
Agencies determine that modification to the work specified in the SOW and/or in
work plans developed pursuant to the SOW is necessary to achieve and maintain
the Performance Standards or to carry out and maintain the effectiveness of the
remedy set forth in the ROD, the Response Agencies may require that such
modification be incorporated in the SOW and/or such work plans; provided,

however, that a modification may only be required pursuant to this Paragraph to
the extent that it is consistent with the scope of the remedy selected in the
ROD.

b. For the purposes of this Paragraph 15 and Paragraph
44 only, the "scope of the remedy selected in the ROD" is, as described by
Sections 13.1 and 13.3 of the ROD:

(i) removal of sediment in OU1 with PCB concentrations greater than the 1 ppm
remedial action level ("RAL") or achieving a surface weighed average
concentration ("SWAC") of 0.25 ppm or less after removal of sediment; (ii)
dewatering of the sediment that is removed; (iii) treatment of the water
collected during the dewatering process; (iv) off-Site disposal of the removed
sediment after dewatering; (v) demobilization and site restoration; and (vi)
Institutional Controls and Long Term Monitoring. The "scope of the remedy
selected in the ROD" may also include partial capping or supplemental capping of
contaminated sediments in certain areas of OU1, if specified requirements are
met, as described by Sections 13.4 through 13.7 of the ROD.

c. If Settling Defendants object to any modification
determined by the Response Agencies to be necessary pursuant to this Paragraph,
they may seek dispute resolution pursuant to Section XX (Dispute Resolution),
Paragraph 65 (record review). The SOW and/or related work plans shall be
modified in accordance with final resolution of the dispute.

d. Subject only to the funding limitations of this
Consent Decree and the special reservations of rights specified in Section XXIV,
Settling Defendants shall implement any work required by any modifications
incorporated in the SOW and/or in work plans developed pursuant to the SOW in
accordance with this Paragraph.

e. Nothing in this Paragraph shall be construed to limit
the Response Agencies' authority to require performance of further response
actions as otherwise provided in this Consent Decree.

16. Settling Defendants acknowledge and agree that nothing in this
Consent Decree, the SOW, the Remedial Design Work Plan, or Remedial Action Work
Plan constitutes a warranty or representation of any kind by Plaintiffs that
compliance with the work requirements set forth in the SOW and the Work Plans
will achieve the Performance Standards.

17. Settling Defendants shall, prior to any off-Site shipment of
Waste Material from the Site to an out-of-state waste management facility,
provide written notification to the appropriate state environmental official in
the receiving facility's state and to the Response Agencies' Project
Coordinators of such shipment of Waste Material. However, this notification
requirement shall not apply to any off-Site shipments when the total volume of
all such shipments will not exceed 10 cubic yards.

a. The Settling Defendants shall include in the written
notification the following information, where available: (i) the name and
location of the facility to which the Waste Material is to be shipped; (ii) the
type and quantity of the Waste Material to be shipped; (iii) the expected
schedule for the shipment of the Waste Material; and (iv) the method of
transportation. The Settling Defendants shall notify the state in which the
planned receiving facility is located of major changes in the shipment plan,
such as a decision to ship the Waste Material to another facility within the
same state, or to a facility in another state.

b. The identity of the receiving facility and state will
be determined by the Settling Defendants following the award of the contract for
Remedial Action construction. The Settling Defendants shall provide the
information required by Subparagraph 17.a as soon as practicable after the award
of the contract and before the Waste Material is actually shipped.

VIII. POST-REMEDY RESPONSE WORK AND REMEDY REVIEW

18. O&M and Post-Remedy Institutional Controls. After
Certification of Completion of Remedial Action by EPA pursuant to Subparagraph
44.b, Settling Defendants shall perform O&M and Post-Remedy Institutional
Controls Work as required by the ROD, the Final Operation and Maintenance Plan,
and the Institutional Controls Plan. In the event that Settling Defendants fail
to perform O&M and Post-Remedy Institutional Controls Work as required by this
Paragraph, and EPA or, as appropriate, the State takes such action instead,
Settling Defendants shall reimburse EPA and the State for all costs of the
response action not inconsistent with the NCP pursuant to Paragraph 54 (Payment
of Specified Future Response Costs).

19. Periodic Remedy Review and Post-Remedy Monitoring. Settling
Defendants shall conduct any studies and investigations as requested by the
Response Agencies, in order to permit the Response Agencies to conduct reviews
of whether the Remedial Action is protective of human health and the environment
at least every five years as required by Section 121(c) of CERCLA and any
applicable regulations. Such studies and investigations shall include, but shall
not be limited to, Post-Remedy Monitoring after Certification of Completion of
Remedial Action by EPA pursuant to Subparagraph 44.b. In the event that Settling
Defendants fail to conduct such studies and investigations as required by this
Paragraph, and EPA or, as appropriate, the State takes such action instead,
Settling Defendants shall reimburse EPA and the State for all costs of the
response action not inconsistent with the NCP pursuant to Paragraph 54 (Payment
of Specified Future Response Costs).

20. Further Response Actions.

a. If the Response Agencies determine, at any time, that
the Remedial Action is not protective of human health and the environment, the
Response Agencies may select further response actions for OU1 in accordance with
the requirements of CERCLA and the NCP.

b. Settling Defendants and, if required by Sections
113(k)(2) or 117 of CERCLA, the public, will be provided with an opportunity to
comment on any further response actions proposed by the Response Agencies as a
result of the review conducted pursuant to Section 121 (c) of CERCLA and to
submit written comments for the record during the comment period.

c. Notwithstanding Paragraph F of Section I
(Background), Settling Defendants hereby agree and covenant that the Plaintiffs
shall not have to prove and that Settling Defendants shall not contest the
following facts with respect to OU1 in response to any administrative order or
in any judicial proceeding relating to any further response action the Response
Agencies select for OU1 to the extent that the reopener conditions in Paragraph
86 or Paragraph 87 (United States' reservations of liability based on unknown
conditions or new information) are satisfied:

(i) Each Settling Defendant is a person who at the time of
disposal of a hazardous substance owned or operated a facility
from which such hazardous substances were disposed of, and
from which there have been releases of hazardous substances
which caused the incurrence of response costs for OU1; and

or operated by another party or entity and containing such
hazardous substances, from which there have been releases of
hazardous substances which caused the incurrence of response
costs for OU1.

d. Except as provided by Subparagraph 20.c, nothing
herein shall constitute a waiver of any claim or defense by any Party with
respect to any such further response action.

IX. QUALITY ASSURANCE, SAMPLING, AND DATA ANALYSIS

21. Settling Defendants shall use quality assurance, quality
control, and chain of custody procedures for all treatability, design,
compliance and monitoring samples in accordance with "EPA Requirements for
Quality Assurance Project Plans (QA/R5)" (EPA/240/B-01/003, March 2001),
"Guidance for Quality Assurance Project Plans (QA/G-5)" (EPA/600/R-98/018,
February 1998), and subsequent amendments to such guidelines upon notification
by the Response Agencies to Settling Defendants of such amendment. Amended
guidelines shall apply only to procedures conducted after such notification.
Prior to the commencement of any monitoring project under this Consent Decree,
Settling Defendants shall submit to the Response Agencies for approval a Quality
Assurance Project Plan ("QAPP") that is consistent with the SOW, the NCP and
applicable guidance documents. If relevant to the proceeding, the Parties agree
that validated sampling data generated in accordance with the QAPP(s) and
reviewed and approved by the Response Agencies shall be admissible as evidence,
without objection, in any proceeding under this Decree. Settling Defendants
shall ensure that the Response Agencies' personnel and their authorized
representatives are allowed access at reasonable times to all laboratories
utilized by Settling Defendants in implementing this Consent Decree. In
addition, Settling Defendants shall ensure that such laboratories shall analyze
all samples submitted by the Response Agencies pursuant to the QAPP for quality
assurance monitoring. Settling Defendants

shall ensure that the laboratories they utilize for the analysis of samples
taken pursuant to this Decree perform all analyses according to accepted EPA
methods. Accepted EPA methods consist of those methods which are documented in
the "Contract Lab Program Statement of Work for Inorganic Analysis" and the
"Contract Lab Program Statement of Work for Organic Analysis," dated February
1988, and any amendments made thereto during the course of the implementation of
this Decree; however, upon approval by the Response Agencies, Settling
Defendants may use other analytical methods which are as stringent as or more
stringent than the CLP-approved methods. Settling Defendants shall ensure that
all laboratories they use for analysis of samples taken pursuant to this Consent
Decree participate in an EPA or EPA-equivalent QA/QC program. Settling
Defendants shall only use laboratories that have a documented Quality System
which complies with ANSI/ASQC E4-1994, "Specifications and Guidelines for
Quality Systems for Environmental Data Collection and Environmental Technology
Programs," (American National Standard, January 5, 1995), and "EPA Requirements
for Quality Management Plans (QA/R-2)," (EPA/240/B-01/002, March 2001) or
equivalent documentation as determined by the Response Agencies. The Response
Agencies may consider laboratories accredited under the National Environmental
Laboratory Accreditation Program ("NELAP") as meeting the Quality System
requirements. Settling Defendants shall ensure that all field methodologies
utilized in collecting samples for subsequent analysis pursuant to this Decree
will be conducted in accordance with the procedures set forth in the QAPP
approved by the Response Agencies.

22. Upon request, the Settling Defendants shall allow split or
duplicate samples to be taken by the Response Agencies or their authorized
representatives. Settling Defendants shall notify the Response Agencies not less
than 15 days in advance of any sample collection activity

unless shorter notice is agreed to by the Response Agencies. In addition, the
Response Agencies shall have the right to take any additional samples that the
Response Agencies deem necessary. Upon request, the Response Agencies shall
allow the Settling Defendants to take split or duplicate samples of any samples
they take as part of the Plaintiffs' oversight of the Settling Defendants'
implementation of the Response Work.

23. Settling Defendants shall submit to the Response Agencies
copies of the results of all sampling and/or tests or other data obtained or
generated by or on behalf of Settling Defendants with respect to OU1 and/or the
implementation of this Consent Decree unless the Response Agencies agree
otherwise.

24. Notwithstanding any provision of this Consent Decree, the
United States and the State hereby retain all of their information gathering and
inspection authorities and rights, including enforcement actions related
thereto, under CERCLA, RCRA and any other applicable statutes or regulations.

X. ACCESS AND INSTITUTIONAL CONTROLS

25. If any property where access and/or land/water use
restrictions are needed to implement this Consent Decree is owned or controlled
by any of the Settling Defendants, such Settling Defendants shall:

a. commencing on the date of lodging of this Consent
Decree, provide the Plaintiffs and their representatives, including the Response
Agencies and their contractors, with access at all reasonable times to such
property, for the purpose of conducting any activity related to this Consent
Decree including, but not limited to, the following activities:

(1) monitoring the Response Work;

(2) verifying any data or information submitted
to the Plaintiffs;

(3) conducting investigations relating to
contamination at or near the Site;

(4) obtaining samples;

(5) assessing the need for, planning, or
implementing additional response actions at or near the Site;

(6) implementing the Response Work pursuant to
the conditions set forth in Paragraph 90 of this Consent Decree;

(7) inspecting and copying records, operating
logs, contracts, or other documents maintained or generated by Settling
Defendants or their agents, consistent with Section XXVI (Access to
Information);

(8) assessing Settling Defendants' compliance
with this Consent Decree; and

(9) determining whether the Site or other
property is being used in a manner that is prohibited or restricted, or
that may need to be prohibited or restricted, by or pursuant to this
Consent Decree;

b. commencing on the date of lodging of this Consent
Decree, refrain from using the Site, or such other property, in any manner that
would interfere with or adversely affect the integrity or protectiveness of the
remedial measures to be implemented pursuant to this Consent Decree.

c. if requested in writing by the Response Agencies,
execute and record in the appropriate County land records office, an easement,
running with the land, that: (i) grants a right of access for the purpose of
conducting any activity related to this Consent Decree including, but not
limited to, those activities listed in Paragraph 25.a of this Consent Decree,
and

(ii) grants the right to enforce the land/water use restrictions listed in
Paragraph 25.b of this Consent Decree, or other restrictions that the Response
Agencies determine are necessary to implement, ensure non-interference with, or
ensure the protectiveness of the remedial measures to be performed pursuant to
this Consent Decree. Such Settling Defendants shall grant the access rights and
the rights to enforce the land/water use restrictions to: (i) the United States,
on behalf of EPA, and its representatives, (ii) the State, on behalf of WDNR,
and its representatives, (iii) the other Settling Defendants and their
representatives, and/or (iv) other appropriate grantees identified by the
Response Agencies. Such Settling Defendants shall, within 45 days after
receiving a written request from the Response Agencies, submit to the response
Agencies for review and approval with respect to such property:

(i) a draft easement that is enforceable under the laws of the
State of Wisconsin, free and clear of all prior liens and
encumbrances (except as approved by EPA), and acceptable under
the Attorney General's Title Regulations promulgated pursuant
to 40 U.S.C. Section 255; and

(ii) a current title commitment or report prepared in accordance
with the U.S. Department of Justice's Title Standards 2001
(the "Standards").

Within 15 days of EPA's approval and acceptance of the easement, such Settling
Defendants shall update the title search and, if it is determined that nothing
has occurred since the effective date of the commitment or report to affect the
title adversely, take the steps necessary to record the easement with the
appropriate County land records office. Within 30 days of recording the
easement, such Settling Defendants shall provide EPA with final title evidence
acceptable under the Standards, and a certified copy of the original recorded
easement showing the clerk's recording stamps.

26. If any property where access and/or land/water use
restrictions are needed to implement this Consent Decree is owned or controlled
by persons other than any of the Settling Defendants, Settling Defendants shall
use best efforts to secure from such persons:

a. an agreement to provide access thereto for Settling
Defendants, as well as for the Plaintiffs, on behalf of the response Agencies,
as well as their representatives (including contractors), for the purpose of
conducting any activity related to this Consent Decree including, but not
limited to, those activities listed in Paragraph 25.a of this Consent Decree;

b. an agreement, enforceable by the Settling Defendants
and the Plaintiffs, to abide by the obligations and restrictions established by
Paragraph 25.b of this Consent Decree, or that are otherwise necessary to
implement, ensure non-interference with, or ensure the protectiveness of the
remedial measures to be performed pursuant to this Consent Decree; and

c. if requested in writing by the Response Agencies, the
execution and recordation in the appropriate County land records office, of an
easement, running with the land, that: (i) grants a right of access for the
purpose of conducting any activity related to this Consent Decree including, but
not limited to, those activities listed in Paragraph 25.a of this Consent
Decree, and (ii) grants the right to enforce the land/water use restrictions
listed in Paragraph 25 .b of this Consent Decree, or other restrictions that the
Response Agencies determine are necessary to implement, ensure non-interference
with, or ensure the protectiveness of the remedial measures to be performed
pursuant to this Consent Decree. The access rights and/or rights to enforce
land/water use restrictions shall be granted to: (i) the United States, on
behalf of EPA, and its representatives, (ii) the State, on behalf of WDNR, and
its representatives, (iii) the other Settling Defendants and their
representatives, and/or (iv) other appropriate grantees. Settling

Defendants shall, within 45 days after receiving a written request from the
Response Agencies, submit to the Response Agencies for review and approval with
respect to such property:

(i) a draft easement that is enforceable under the laws of the
State of Wisconsin, free and clear of all prior liens and
encumbrances (except as approved by the Response Agencies),
and acceptable under the Attorney General's Title Regulations
promulgated pursuant to 40 U.S.C. Section 255; and

(ii) a current title commitment or report prepared in accordance
with the U.S. Department of Justice's Title Standards 2001
(the "Standards").

Within 15 days of EPA's approval and acceptance of the easement, Settling
Defendants shall update the title search and, if it is determined that nothing
has occurred since the effective date of the commitment or report to affect the
title adversely, take the steps necessary to record the easement with the
appropriate County land records office. Within 30 days of the recording of the
easement, Settling Defendants shall provide EPA with final title evidence
acceptable under the Standards, and a certified copy of the original recorded
easement showing the clerk's recording stamps.

27. For purposes of Paragraph 26 of this Consent Decree, "best
efforts" includes the payment of reasonable sums of money in consideration of
access, access easements, land/water use restrictions, and/or restrictive
easements. If any access or land/water use restriction agreements required by
Paragraphs 26.a or 26.b of this Consent Decree are not obtained within 45 days
of the Effective Date of this Consent Decree, or if any access easements or
restrictive easements required by Paragraph 26.c of this Consent Decree are not
submitted to the Response Agencies in draft form within 45 days of receipt of a
written request by the Response Agencies, then Settling Defendants shall
promptly notify the United States in writing, and shall include in

that notification a summary of the steps that Settling Defendants have taken to
attempt to comply with Paragraph 26 of this Consent Decree. The United States
and the State may, as they deem appropriate, assist Settling Defendants in
obtaining access or land/water use restrictions, either in the form of
contractual agreements or in the form of easements running with the land.
Settling Defendants shall reimburse the United States and the State, as
Specified Future Response Costs, for all costs incurred, direct or indirect, by
the United States or the State in obtaining such access and/or land/water use
restrictions including, but not limited to, the cost of attorney time and the
amount of monetary consideration paid or just compensation.

28. If any property where access and/or land/water use
restrictions are needed to implement this Consent Decree is owned or controlled
by the Plaintiffs, the Plaintiffs shall use best efforts to assist the Settling
Defendants in securing necessary access and/or land/water use restrictions.

29. If the Response Agencies determine that land/water use
restrictions in the form of state or local laws, regulations, ordinances or
other governmental controls are needed to implement the remedy selected in the
ROD, ensure the integrity and protectiveness thereof, or ensure non-interference
therewith, Settling Defendants shall cooperate with the Response Agencies'
efforts to secure such governmental controls.

30. Notwithstanding any provision of this Consent Decree, the
United States and the State retain all of their access authorities and rights,
as well as all of their rights to require land/water use restrictions, including
enforcement authorities related thereto, under CERCLA, RCRA and any other
applicable statute or regulations.

XI. REPORTING REQUIREMENTS

31. Monthly RD/RA Progress Reports.

a. In addition to any other requirement of this Consent
Decree, starting with the first month after the Date of Lodging, Settling
Defendants shall submit two copies of written Monthly RD/RA Progress Reports to
each of the Response Agencies that shall: (i) describe the actions which have
been taken toward achieving compliance with this Consent Decree during the
previous month; (ii) include a summary of all results of sampling and tests and
all other data received or generated by Settling Defendants or their contractors
or agents in the previous month; (iii) identify all work plans, plans and other
deliverables required by this Consent Decree completed and submitted during the
previous month; (iv) describe all actions, including, but not limited to, data
collection and implementation of work plans, which are scheduled for the next
month and provide other information relating to the progress of construction,
including, but not limited to, critical path diagrams, Gantt charts and Pert
charts; (v) include information regarding percentage of completion, unresolved
delays encountered or anticipated that may affect the future schedule for
implementation of the Response Work, and a description of efforts made to
mitigate those delays or anticipated delays; (vi) include any modifications to
the work plans or other schedules that Settling Defendants have proposed to the
Response Agencies or that have been approved by the Response Agencies; and (vii)
describe all activities undertaken in support of the Community Relations Plan
during the previous month and those to be undertaken in the next month. Settling
Defendants shall submit these progress reports to the Response Agencies by the
tenth day of every month following the Date of Lodging until Certification of
Completion of Remedial Action by EPA pursuant to Subparagraph 44.b. During
performance of the Remedial Design, the Monthly RD/RA Progress Reports shall
include all information required by

Paragraph 38 of the July 2003 AOC and shall thereby satisfy the requirement to
submit a monthly progress report under the July 2003 AOC and this Consent
Decree. If requested by the Response Agencies, Settling Defendants shall also
provide briefings for the Response Agencies to discuss the progress of the
Response Work.

b. The Settling Defendants shall notify the Response
Agencies of any change in the schedule described in the Monthly RD/RA Progress
Report for the performance of any activity, including, but not limited to, data
collection and implementation of work plans, no later than seven days prior to
the performance of the activity.

32. Quarterly Reports. Starting with the second quarter of 2004,
the Settling Defendants shall submit Quarterly Reports under this Paragraph to
assist the Plaintiffs in monitoring the funding and budgeting of the Response
Work and any Approved Restoration Work.

a. The Settling Defendants shall submit Quarterly
Reports on a quarterly basis for so long as the Remedial Action continues under
this Consent Decree, until Certification of Completion of Remedial Action by EPA
pursuant to Subparagraph 44.b. For a given calendar year, the Report for the
first calendar quarter shall be submitted by no later than May 1 of that
calendar year, the Report for the second calendar quarter shall be submitted by
no later than August 1 of that calendar year, the Report for the third calendar
quarter shall be submitted by no later than November 1 of that calendar year,
and the Report for the fourth calendar quarter shall be submitted by no later
than February 1 of the next calendar year.

b. Each Quarterly Report shall:

(1) provide a complete and accurate written cost
summary of all Allowable RD/RA Costs submitted to the Escrow
Agent for payment from the

Escrow Account during the reporting period, certified in
accordance with Subparagraph 32.c;

(2) specify any amount requested as a periodic
disbursement from the Disbursement Special Account to the
Escrow Account pursuant to Paragraph 10 and Appendix B;

(3) provide a complete and accurate written cost
summary of all Allowable Restoration Work Costs submitted to
the Escrow Agent for payment from the Escrow Account during
the reporting period, certified in accordance with
Subparagraph 32.c;

(4) list and total all amounts requested and/or
disbursed during the reporting period as payments or
reimbursements from the Escrow Account pursuant to Paragraph
11 and Appendix C;

(5) indicate the approximate balance of the
Escrow Account at the end of the reporting period;

(6) summarize all Response Work and all Approved
Restoration Work funded and performed under the Consent Decree
during the reporting period; and

(7) project whether the total balance remaining
in the Disbursement Special Account and the Escrow Account is
likely to be sufficient to fund the completion of the Remedial
Action, after making all other payments and reimbursements
from those Accounts that are required under the Consent
Decree.

c. Each Quarterly Report shall contain the following
certification signed by the Chief Financial Officer of a Settling Defendant or
by an Independent Certified Public Accountant retained by the Settling
Defendants:

"To the best of my knowledge, after thorough investigation and review
of Settling Defendants' documentation of unreimbursed costs incurred
and paid for the work summarized in this report that was performed
pursuant to the Consent Decree, I certify that the information
contained in or accompanying this Quarterly Report is true, accurate,
and complete. I am aware that there are significant penalties for
knowingly submitting false information, including the possibility of
fine and imprisonment."

Each Quarterly Report shall include a list of the cost documents that the
certifying individuals reviewed in support of the Quarterly Cost Summary Report.
Upon request by the Plaintiffs, Settling Defendants shall provide the Plaintiffs
any additional information that the Plaintiffs deem necessary for review of a
Quarterly Report.

d. If the Plaintiffs find that a Quarterly Report
includes a mathematical error, an accounting error, costs that are not Allowable
Response Work Costs or Allowable Restoration Work Costs, costs that are
inadequately documented, or costs covered by a prior Quarterly Report, the
Plaintiffs will notify Settling Defendants and the Settling Defendants shall
cure the deficiency by submitting a revised Quarterly Report.

33. Release Reporting.

a. Upon the occurrence of any event during performance
of the Response Work that Settling Defendants are required to report pursuant to
Section 103 of CERCLA or Section 304 of the Emergency Planning and Community
Right-to-Know Act ("EPCRA"), Settling Defendants shall within 24 hours of the
onset of such event orally notify the Response Agencies' Project Coordinators or
the Response Agencies' Alternate Project Coordinators (in the event of the
unavailability of the Project Coordinator). If neither the EPA Project
Coordinator nor the EPA Alternate Project Coordinator is available, oral
notification notice shall be given to the Emergency Response Section, Region 5,
United States Environmental Protection Agency.

These reporting requirements are in addition to the reporting required by CERCLA
Section 103 or EPCRA Section 304.

b. Within 20 days of the onset of such an event,
Settling Defendants shall furnish to Plaintiffs a written report, signed by the
Settling Defendants' Project Coordinator, setting forth the events which
occurred and the measures taken, and to be taken, in response thereto. Within 30
days of the conclusion of such an event, Settling Defendants shall submit a
report to Plaintiffs setting forth all actions taken in response thereto.

34. Submission and Certification of Reports.

a. Settling Defendants shall submit two hard copies of
all plans, reports, and data required by the SOW, the Remedial Design Work Plan,
the Remedial Action Work Plan, or any other approved plans to each of the
Response Agencies in accordance with the schedules set forth in such plans. At
the same time, the Settling Defendants shall submit an additional copy to each
of the Response Agencies in electronic format.

b. All reports and other documents submitted by Settling
Defendants to the Response Agencies (other than the monthly progress reports
referred to above) which purport to document Settling Defendants' compliance
with the terms of this Consent Decree shall be signed by an authorized
representative of the Settling Defendants, including but not limited to the
Settling Defendants' Project Coordinator.

XII. RESPONSE AGENCIES' APPROVAL OF PLANS AND OTHER SUBMISSIONS

35. After review of any plan, report or other item which is
required to be submitted for approval by the Response Agencies pursuant to this
Consent Decree, the Response Agencies shall: (i) approve, in whole or in part,
the submission; (ii) approve the submission upon specified conditions; (iii)
modify the submission to cure the deficiencies; (iv) disapprove, in whole or in

part, the submission, directing that the Settling Defendants modify the
submission; or (v) any combination of the above. However, the Response Agencies
shall not modify a submission without first providing Settling Defendants at
least one notice of deficiency and an opportunity to cure within 30 days, except
where to do so would cause serious disruption to the Response Work or where
previous submission(s) have been disapproved due to material defects and the
deficiencies in the submission under consideration indicate a bad faith lack of
effort to submit an acceptable deliverable.

36. In the event of approval, approval upon conditions, or
modification by the Response Agencies, pursuant to Paragraph 35(i), (ii), or
(iii), Settling Defendants shall proceed to take any action required by the
plan, report, or other item, as approved or modified by the Response Agencies
subject only to their right to invoke the Dispute Resolution procedures set
forth in Section XX (Dispute Resolution) with respect to the modifications or
conditions made by the Response Agencies. In the event that a submission has a
material defect and the Response Agencies modify the submission to cure the
deficiencies pursuant to Paragraph 35(i), the Response Agencies retain their
right to seek stipulated penalties, as provided in Section XXI (Stipulated
Penalties).

37. Resubmission of Plans.

a. Upon receipt of a notice of disapproval pursuant to
Paragraph 35(iv), Settling Defendants shall, within 30 days or such longer time
as specified by the Response Agencies in such notice, correct the deficiencies
and resubmit the plan, report, or other item for approval. Any stipulated
penalties applicable to the submission, as provided in Section XXI, shall accrue
during the 30-day period or otherwise specified period but shall not be payable

unless the resubmission is disapproved or modified due to a material defect as
provided in Paragraphs 38 and 39.

b. Notwithstanding the receipt of a notice of
disapproval pursuant to Paragraph 35(iv), Settling Defendants shall proceed, at
the direction of the Response Agencies, to take any action required by any
non-deficient portion of the submission. Implementation of any non-deficient
portion of a submission shall not relieve Settling Defendants of any liability
for stipulated penalties under Section XXI (Stipulated Penalties).

38. In the event that a resubmitted plan, report or other item, or
portion thereof, is disapproved by the Response Agencies, the Response Agencies
may again require the Settling Defendants to correct the deficiencies, in
accordance with the preceding Paragraphs. The Response Agencies also retain the
right to modify or develop the plan, report or other item. Settling Defendants
shall implement any such plan, report, or item as modified or developed by the
Response Agencies, subject only to their right to invoke the procedures set
forth in Section XX (Dispute Resolution).

39. If upon resubmission, a plan, report, or item is disapproved
or modified by the Response Agencies due to a material defect, Settling
Defendants shall be deemed to have failed to submit such plan, report, or item
timely and adequately unless the Settling Defendants invoke the dispute
resolution procedures set forth in Section XX (Dispute Resolution) and the
response Agencies' action is overturned pursuant to that Section. The provisions
of Section XX (Dispute Resolution) and Section XXI (Stipulated Penalties) shall
govern the implementation of the Response Work and accrual and payment of any
stipulated penalties during Dispute Resolution. If the Response Agencies'
disapproval or modification is upheld, stipulated penalties shall accrue

for such violation from the date on which the initial submission was originally
required, as provided in Section XXI.

40. All plans, reports, and other items required to be submitted
to the response Agencies under this Consent Decree shall, upon approval or
modification by the Response Agencies, be enforceable under this Consent Decree,
in the event the Response Agencies approve or modify a portion of a plan,
report, or other item required to be submitted to the Response Agencies under
this Consent Decree, the approved or modified portion shall be enforceable under
this Consent Decree.

XIII. PROJECT COORDINATORS

41. Within 10 days after Settling Defendant WTM I Company's
submittal of the Pre-Final (90%) Design, Settling Defendants, WDNR, and EPA will
notify each other, in writing, of the name, address and telephone number of
their respective designated Project Coordinators and Alternate Project
Coordinators. If a Project Coordinator or Alternate Project Coordinator
initially designated is changed, the identity of the successor will be given to
the other Parties at least 5 working days before the changes occur, unless
impracticable, but in no event later than the actual day the change is made. The
Settling Defendants' Project Coordinator shall be subject to disapproval by the
Response Agencies and shall have the technical expertise sufficient to
adequately oversee all aspects of the Response Work. The Settling Defendants'
Project Coordinator shall not be an attorney for any of the Settling Defendants
in this matter. He or she may assign other representatives, including other
contractors, to serve as a representative for oversight of performance of daily
operations during remedial activities at OU1.

42. Plaintiffs may designate other representatives, including, but
not limited to, EPA and WDNR employees, and federal and State contractors and
consultants, to observe and monitor

the progress of any activity undertaken pursuant to this Consent Decree. EPA's
Project Coordinator and Alternate Project Coordinator shall have the authority
lawfully vested in a Remedial Project Manager ("RPM") and an On-Scene
Coordinator ("OSC") by the National Contingency Plan, 40 C.F.R. Part 300. In
addition, the Response Agencies' Project Coordinators or Alternate Project
Coordinators shall have authority, consistent with the National Contingency
Plan, to halt any Response Work required by this Consent Decree and to take any
necessary response action when s/he determines that conditions at the Site
constitute an emergency situation or may present an immediate threat to public
health or welfare or the environment due to release or threatened release of
Waste Material.

43. The Response Agencies' Project Coordinators and the Settling
Defendants' Project Coordinator will meet, at a minimum, on a monthly basis.

XIV. CERTIFICATION OF COMPLETION

44. Certification of Completion of the Remedial Action for OU1.

a. Within 90 days after Settling Defendants conclude
that the Remedial Action has been fully performed such that the Performance
Standards have been achieved, Settling Defendants shall schedule and conduct a
pre-certification inspection to be attended by Settling Defendants and the
Response Agencies. If, after the pre-certification inspection, the Settling
Defendants still believe that the Remedial Action has been fully performed such
that the Performance Standards have been achieved, they shall submit a written
report to the Response Agencies requesting certification pursuant to Section XII
(Response Agencies' Approval of Plans and Other Submissions) within 60 days of
the inspection. In the report, a registered professional engineer and the
Settling Defendants' Project Coordinator shall state that the Remedial Action
has been completed in full satisfaction of the requirements of this Consent
Decree. The written

report shall include as-built drawings signed and stamped by a professional
engineer. The report shall contain the following statement, signed by a
responsible corporate official of a Settling Defendant or the Settling
Defendants' Project Coordinator:

To the best of my knowledge, after thorough investigation, I certify
that the information contained in or accompanying this submission is
true, accurate and complete. I am aware that there are significant
penalties for submitting false information, including the possibility
of fine and imprisonment for knowing violations.

If, after completion of the pre-certification inspection and receipt and review
of the written report, EPA, after reasonable opportunity to review and comment
by the State, determines that the Remedial Action or any portion thereof has not
been completed in accordance with this Consent Decree such that the Performance
Standards have not been achieved, EPA will notify Settling Defendants in writing
of the activities that must be undertaken by Settling Defendants pursuant to
this Consent Decree to complete the Remedial Action such that the Performance
Standards are achieved; provided, however, that EPA may only require Settling
Defendants to perform such activities pursuant to this Paragraph to the extent
that such activities are consistent with the "scope of the remedy selected in
the ROD," as that term is defined in Paragraph 15.b. EPA will set forth in the
notice a schedule for performance of such activities consistent with the Consent
Decree and the SOW or require the Settling Defendants to submit a schedule to
EPA for approval pursuant to Section XII (Response Agencies' Approval of Plans
and Other Submissions). Settling Defendants shall perform all activities
described in the notice in accordance with the specifications and schedules
established pursuant to this Paragraph, subject to their right to invoke the
dispute resolution procedures set forth in Section XX (Dispute Resolution).

b. If EPA concludes, based on the initial or any
subsequent report requesting Certification of Completion and after a reasonable
opportunity for review and comment by the State, that the Remedial Action has
been performed in accordance with this Consent Decree such that the Performance
Standards have been achieved, EPA will so certify in writing to Settling
Defendants. This certification shall constitute the Certification of Completion
of the Remedial Action for purposes of this Consent Decree, including, but not
limited to, Section XXII (Covenants Not to Sue by Plaintiffs). Except as
expressly provided by this Consent Decree, Certification of Completion of the
Remedial Action shall not affect Settling Defendants' obligations under this
Consent Decree.

45. Certification of Completion of the Response Work for OU1.

a. Within 90 days after Settling Defendants conclude
that all phases of the Response Work (including O&M, Post-Remedy Institutional
Controls Work, and Post-Remedy Monitoring) have been fully performed, Settling
Defendants shall schedule and conduct a pre-certification inspection to be
attended by Settling Defendants and the Response Agencies. If, after the
pre-certification inspection, the Settling Defendants still believe that the
Response Work has been fully performed, Settling Defendants shall submit a
written report by a registered professional engineer stating that the Response
Work has been completed in full satisfaction of the requirements of this Consent
Decree. The report shall contain the following statement, signed by a
responsible corporate official of a Settling Defendant or the Settling
Defendants' Project Coordinator:

If, after review of the written report, EPA, after reasonable opportunity to
review and comment by the State, determines that any portion of the Response
Work has not been completed in accordance with this Consent Decree, EPA will
notify Settling Defendants in writing of the activities that must be undertaken
by Settling Defendants pursuant to this Consent Decree to complete the Response
Work; provided, however, that EPA may only require Settling Defendants to
perform such activities pursuant to this Paragraph to the extent that such
activities are consistent with the "scope of the remedy selected in the ROD," as
that term is defined in Paragraph 15.b. EPA will set forth in the notice a
schedule for performance of such activities consistent with the Consent Decree
and the SOW or require the Settling Defendants to submit a schedule to EPA for
approval pursuant to Section XII (Response Agencies' Approval of Plans and Other
Submissions). Settling Defendants shall perform all activities described in the
notice in accordance with the specifications and schedules established therein,
subject to their right to invoke the dispute resolution procedures set forth in
Section XX (Dispute Resolution).

b. If EPA concludes, based on the initial or any
subsequent request for Certification of Completion by Settling Defendants and
after a reasonable opportunity for review and comment by the State, that the
Response Work has been performed in accordance with this Consent Decree, EPA
will so notify the Settling Defendants in writing.

XV. EMERGENCY RESPONSE

46. In the event of any action or occurrence during the
performance of the Response Work which causes or threatens a release of Waste
Material at or from OU1 that constitutes an emergency situation or may present
an immediate threat to public health or welfare or the environment, Settling
Defendants shall, subject to Paragraph 47, immediately take all appropriate
action to prevent, abate, or minimize such release or threat of release, and
shall immediately

notify the Response Agencies' Project Coordinators, or, if a Response Agency
Project Coordinator is unavailable, the Response Agency's Alternate Project
Coordinator. If neither the EPA Project Coordinator nor the EPA Alternate
Project Coordinator is available, the Settling Defendants shall notify the EPA
Emergency Response Unit, Region 5. Settling Defendants shall take such actions
in consultation with the EPA's Project Coordinator or other available authorized
EPA officer and in accordance with all applicable provisions of the Health and
Safety Plans, the Contingency Plans, and any other applicable plans or documents
developed pursuant to the SOW. In the event that Settling Defendants fail to
take appropriate response action as required by this Section, and EPA or, as
appropriate, the State takes such action instead, Settling Defendants shall
reimburse EPA and the State for all costs of the response action not
inconsistent with the NCP pursuant to Paragraph 54 (Payment of Specified Future
Response Costs).

47. Nothing in the preceding Paragraph or in this Consent Decree
shall be deemed to limit any authority of the United States, or the State, to:
(i) take all appropriate action to protect human health and the environment or
to prevent, abate, respond to, or minimize an actual or threatened release of
Waste Material on, at, or from the Site, or (ii) direct or order such action, or
seek an order from the Court, to protect human health and the environment or to
prevent, abate, respond to, or minimize an actual or threatened release of Waste
Material at or from the Site, subject to Section XXII (Covenants Not to Sue by
Plaintiffs).

XVI. NATURAL RESOURCE RESTORATION EFFORTS

48. Settling Defendants' Performance of Approved Restoration Work.
As provided by the following Subparagraphs, the Settling Defendants may propose
to the Plaintiffs or the Plaintiffs may propose to the Settling Defendants that
the Settling Defendants perform certain

natural resource restoration work under this Consent Decree, with the costs to
be paid or reimbursed from the Escrow Account.

a. Any restoration work that the Parties agree will be
performed by one or both of the Settling Defendants under this Paragraph shall
be performed in accordance with a written Project Implementation Plan, jointly
approved by the Plaintiffs and by the other Trustees, as represented by the
Trustee Council ("Approved Restoration Work"). The Project Implementation Plan
shall: (i) describe the restoration work to be performed by one or both of the
Settling Defendants; (ii) establish a schedule for performance of the work; and
(iii) establish a project budget and a pre-approved cost ceiling for the work.
The Project Implementation Plan(including the project budget and the
pre-approved cost ceiling) may be revised during the course of the work by a
written amendment approved by the Parties to this Consent Decree and by the
other Trustees.

b. All Approved Restoration Work shall be consistent
with the Trustees' Joint Restoration Plan and Environmental Assessment for the
Lower Fox River and Green Bay(the "Restoration Plan").

c. All of the Settling Defendants' Allowable Restoration
Work Costs (as defined by Subparagraph 9.b) for Approved Restoration Work shall
be paid or reimbursed from the Escrow Account in accordance with Paragraph 11 of
this Consent Decree and Appendix C. Dispute resolution provisions and force
majeure provisions for Approved Restoration Work are set forth in Appendix E,
which is incorporated herein by reference.

d. As provided by Paragraph 32, each Quarterly Report
submitted to the Plaintiffs under this Consent Decree shall include, among other
things, a complete and accurate written cost summary of all Allowable
Restoration Work Costs for the reporting period, and a

summary of all Approved Restoration Work funded and performed under this
Paragraph during the reporting period.

e. Within 60 days after completing all Approved
Restoration Work under a particular Project Implementation Plan, the Settling
Defendants shall submit a Final Project Report to DOI and WDNR summarizing: (i)
all Approved Restoration Work performed under the Plan; and (ii) the total
Allowable Restoration Work Costs for the Approved Restoration Work performed
under the Plan. DOI and WDNR shall in turn provide the other Trustees copies of
each Final Project Report.

49. Trustee-Sponsored Natural Resource Restoration Efforts.

a. All funds paid and disbursed to a Site-specific
sub-account within the NRDAR Fund under Paragraph 53 shall be managed by DOI for
the joint benefit and use of the Trustees to pay for Trustee-sponsored natural
resource restoration efforts in accordance with the Restoration Plan. Consistent
with the Restoration Plan, all such funds shall be applied toward the costs of
restoration, rehabilitation, or replacement of injured natural resources at the
Site, and/or acquisition of equivalent resources, including but not limited to
any administrative costs and expenses necessary for, and incidental to,
restoration, rehabilitation, replacement, and/or acquisition of equivalent
resources planning, and any restoration, rehabilitation, replacement, and/or
acquisition of equivalent resources undertaken.

b. Decisions regarding any dedication or expenditure of
funds under this Paragraph shall be made by the Trustees, acting through the
Trustee Council. Settling Defendants shall not be entitled to dispute - under
Section XX (Dispute Resolution) or in another forum or proceeding - any decision
relating to funds or restoration efforts under this Paragraph.

XVII. PAYMENTS

50. Payments Into the Escrow Account.

a. Timing and Amount of Payments. Each Settling
Defendant shall pay a total of $26,250,000 into the Escrow Account in accordance
with the following schedule: (i) each Settling Defendant shall deposit
$10,500,000 into the Escrow Account by no later than March 31, 2004; and (ii)
each Settling Defendant shall deposit an additional $15,750,000 into the Escrow
Account by no later than June 30, 2004. The payment requirements of this
Paragraph are several obligations only, not joint obligations.

b. Nature of the Payments. Each Settling Defendant's
payment under this Paragraph includes the following: (i) $25,000,000 to fund the
Remedial Action; and (ii) $1,250,000 to fund a portion of the NRD Commitment.

51. Disbursements from the Escrow Account

a. As provided by this Consent Decree and Appendix C,
certain funds from the Escrow Account shall be disbursed to the United States
and the State as payment of sums due under this Consent Decree, and certain
other funds from Escrow Account shall be disbursed to the Settling Defendants
for payment or reimbursement of Allowable RD/RA Costs and/or Allowable
Restoration Work Costs.

b. It is anticipated that certain funds may be disbursed
from the Escrow Account for payment of certain Allowable RD/RA costs and/or
Allowable Restoration Work Costs even before the Effective Date. In the event
the Plaintiffs withdraw or withhold consent to this Consent Decree before entry,
or the Court declines to enter the Consent Decree, the unexpended balance of the
Escrow Account shall be disbursed to the Settling Defendants at their request.

52. Initial Payments to Plaintiffs.

a. Initial Payments to the United States. Within 30 days
after the Date of Lodging, the Settling Defendants shall pay a total of
$1,040,000 directly to the United States, with each Settling Defendant being
responsible for paying one-half of that total amount($520,000 each). The
$1,040,000 paid to the United States under this Subparagraph shall be applied as
follows: (i) $740,000 shall be directed to the Fox River Site Special Account
within the EPA Hazardous Substance Superfund, as the EPA Past Cost Payments, and
shall be retained and used to conduct or finance response actions at or in
connection with the Site, or transferred by EPA to the EPA Hazardous Substance
Superfund; and (ii) $300,000 shall be directed to the DOI NRDAR Fund, as the DOI
Past Cost Payments.

b. State Past Cost Payments. Within 30 days after the
Date of Lodging, the Settling Defendants shall pay a total of $10,000 directly
to the State, as the State Past Cost Payments, with each Settling Defendant
being responsible for paying one-half of that total amount ($5,000 each).

c. The payment requirements of this Paragraph are
several obligations only, not joint obligations.

53. Subsequent Payments and Disbursements for Natural Resource
Restoration. As provided by this Paragraph and by Appendix C, a total of
$3,000,000 shall be paid and disbursed as the NRD Commitment.

a. By no later than January 31, 2004, the Settling
Defendants shall pay a total of $500,000 of the NRD Commitment directly to a
Site-specific sub-account within the DOI NRDAR Fund, with each Settling
Defendant being responsible for paying one-half of that total amount ($250,000
each), to finance Trustee-sponsored natural resource damage restoration

efforts under Paragraph 49. The payment requirements of this Subparagraph are
several obligations only, not joint obligations.

b. The remaining $2,500,000 of the NRD Commitment shall
be disbursed from the Escrow Account in accordance with the schedule and
requirements of Appendix C: (i) for payment or reimbursement of Allowable
Restoration Work Costs incurred for Approved Restoration Work to be performed by
the Settling Defendants under Paragraph 48; and/or (ii) for payment to a
Site-specific sub-account within the DOI NRDAR Fund, to finance
Trustee-sponsored natural resource damage restoration efforts under
Paragraph 49.

54. Reimbursement of Specified Future Response Costs.

a. EPA Reimbursement. All Specified Future Response
Costs incurred by the United States shall be reimbursed as follows:

(1) Except for costs under Section XV (Emergency
Response) that are payable under Subparagraph 54.a.(2), all Specified Future
Response Costs incurred and billed by the United States before Certification of
Completion of Remedial Action by EPA pursuant to Subparagraph 44.b shall be
reimbursed from the Escrow Account as provided by Appendix C, to the extent that
such costs are not inconsistent with the National Contingency Plan.

(2) The Settling Defendants shall make direct
payments to EPA for any Specified Future Response Costs incurred by the United
States under Section XV (Emergency Response) and for any Specified Future
Response Costs incurred and/or billed by the United States after Certification
of Completion of Remedial Action by EPA pursuant to Subparagraph 44.b, to the
extent such costs are not inconsistent with the National Contingency Plan. On a
periodic basis, the United States will send Settling Defendants a bill requiring
payment that includes an EPA cost summary, showing direct and indirect costs
incurred by EPA

and its contractors, and a DOJ cost summary, showing costs incurred by DOJ and
its contractors, if any. Settling Defendants shall make all payments within 30
days of Settling Defendants' receipt of each bill requiring payment, except as
otherwise provided by Paragraph 68.

(3) All payments and disbursements received by
EPA under this Subparagraph 54.a shall be deposited in the Fox River Site
Special Account within the EPA Hazardous Substance Superfund, and shall be
retained and used to conduct or finance response actions at or in connection
with the Site, or transferred by EPA to the EPA Hazardous Substance Superfund.

b. State Reimbursement. All Specified Future Response
Costs incurred by the State shall be reimbursed as follows:

(1) Except for costs under Section XV (Emergency
Response) that are payable under Subparagraph 54.b.(2), all Specified Future
Response Costs incurred and billed by the State before Certification of
Completion of Remedial Action by EPA pursuant to Subparagraph 44.b shall be
reimbursed from the Escrow Account as provided by Appendix C, to the extent that
such costs are not inconsistent with the National Contingency Plan.

(2) The Settling Defendants shall make direct
payments to the State for any Specified Future Response Costs incurred by the
State under Section XV (Emergency Response) and for any Specified Future
Response Costs incurred and/or billed by the State after Certification of
Completion of Remedial Action by EPA pursuant to Subparagraph 44.b, to the
extent such costs are not inconsistent with the National Contingency Plan. On a
periodic basis, the State will send Settling Defendants a bill requiring payment
that includes a WDNR cost summary, showing direct and indirect costs incurred by
WDNR and its contractors, and a WDOJ cost summary, showing costs incurred by
WDOJ and its contractors, if any. Settling Defendants

shall make all payments within 30 days of Settling Defendants' receipt of each
bill requiring payment, except as otherwise provided by Paragraph 68.

c. The payment requirements of this Paragraph are joint
obligations of both Settling Defendants, not several obligations.

55. Payment Instructions.

a. Payments to the United States.

(1) Initial Payments to the United States. The
Initial Payments to the United States under Subparagraph 52.a shall be paid by
FedWire Electronic Funds Transfer ("EFT") to the U.S. Department of Justice
account in accordance with current EFT procedures, referencing the Lower Fox
River and Green Bay Site and DOJ Case Number 90-11-2-1045/2. Payment shall be
made in accordance with instructions to be provided by the Financial Litigation
Unit of the United States Attorney's Office for the Eastern District of
Wisconsin after the Date of Lodging. Any payments received by the Department of
Justice after 4:00 p.m. (Eastern Time) will be credited on the next business
day. At the time of payment, Settling Defendants shall ensure that notice that
payment has been made is sent to DOJ, DOI, and EPA in accordance with Section
XXVIII (Notices and Submissions) and to:

Financial Management Officer
U.S. Environmental Protection Agency, Region 5
Mail Code MF-10J
77 W. Jackson Blvd.
Chicago, IL 60604

Of the $1,040,000 total amount paid to the United States under Subparagraph
52.a: (i) $740,000 shall be deposited in the Fox River Site Special Account, to
be retained and used to conduct or finance response actions at or in connection
with the Site, or transferred by EPA to the EPA Hazardous Substance Superfund;
and (ii) $300,000 shall be deposited in the DOI NRDAR Fund.

(2) All Other Payments to EPA. Except as
provided by Subparagraph 55.a.(l), all payments to EPA under this Section or
under Appendix C shall: (i) be made by a certified or cashier's check or checks
made payable to "EPA Hazardous Substance Superfund, Fox River Site Special
Account;" (ii) reference the Lower Fox River and Green Bay Site, EPA Site/Spill
ID Number A565, and DOJ Case Number 90-11-2-1045/2; and (iii) indicate that the
payment is for Specified Future Response Costs payable pursuant to this Consent
Decree. All payments to EPA under Section XXI (Stipulated Penalties and
Stipulated Damages) shall: (i) be made by a certified or cashier's check or
checks made payable to "EPA Hazardous Substance Superfund;" (ii) reference the
Lower Fox River and Green Bay Site, EPA Site/Spill ID Number A565, and DOJ Case
Number 90-11-2-1045/2; and (iii) indicate that the payment is for stipulated
penalties payable pursuant to this Consent Decree. All payments under this
Subparagraph 55.a. (2) shall be sent to:

U.S. Environmental Protection Agency, Region 5
Program Accounting and Analysis Branch
P.O. Box 70753
Chicago, IL 60673

At the time of payment, Settling Defendants shall ensure that notice that
payment has been made is sent to DOJ and EPA in accordance with Section XXVIII
(Notices and Submissions) and to:

Financial Management Officer
U.S. Environmental Protection Agency, Region 5
Mail Code MF-10J
77 W. Jackson Blvd.
Chicago, IL 60604

(3) All Other Payments to the DOI NRDAR Fund.
Except as provided by Subparagraph 55.a.(l), all payments to the DOI NRDAR Fund
under this Section or under Appendix C shall: (i) be made by an electronic funds
transfer transaction in accordance with

transfer instruction to be provided by the United States; (ii) reference the
Lower Fox River and Green Bay Site and DOJ Case Number 90-11-2-1045/2; and (iii)
indicate that the payment is being made pursuant to this Consent Decree with
WTM I Company and P. H. Glatfelter Company. At the time of payment, Settling
Defendants shall ensure that notice that payment has been made is sent to DOI,
DOJ, WDNR, and WDOJ in accordance with Section XXVIII (Notices and Submissions)
and to:

Department of the Interior
Natural Resource Damage Assessment and Restoration Program
Attn: Restoration Fund Manager
1849 C Street, N.W.
Mailstop 4449
Washington, DC 20240

DOI shall in turn notify the other Trustees that a payment to the DOI NRDAR Fund
has been received under this Subparagraph.

(4) Payments to the United States for Stipulated
Damages Under Paragraph 74. All payments to the United States under Paragraph 74
(Stipulated Damages Amounts - NRD Commitment) shall: (i) be made by a certified
or cashier's check or checks made payable to "Treasurer, United States of
America;" (ii) be tendered to the Financial Litigation Unit of the Office of the
United States Attorney for the Eastern District of Wisconsin; and (iii) be
accompanied by a letter referencing the Lower Fox River and Green Bay Site and
indicating that the payment is for stipulated damages payable pursuant to
Paragraph 74 of this Consent Decree with WTM I Company and P. H. Glatfelter
Company. At the time of payment, Settling Defendants shall ensure that notice
that payment has been made is sent to DOI and DOJ in accordance with Section
XXVIII (Notices and Submissions).

b. Payments to the State. All payments to the State
under this Section or under Section XXI (Stipulated Penalties and Stipulated
Damages) shall: (i) be made by a certified or cashier's check or checks made
payable to "Wisconsin Department of Natural Resources;" (ii) reference the Lower
Fox River and Green Bay Site; (iii) indicate that the payment is being made
pursuant to this Consent Decree with WTM I Company and P. H. Glatfelter Company;
and (iv) be sent to:

Wisconsin Department of Natural Resources
Attn: Greg Hill, State Project Coordinator
101 S.Webster St.
Madison, WI 53703

At the time of payment, Settling Defendants shall ensure that notice that
payment has been made is sent to the State in accordance with Section XXVIII
(Notices and Submissions).

XVIII. INDEMNIFICATION AND INSURANCE

56. Settling Defendants' Indemnification of the United States and
the State.

a. The United States and the State do not assume any
liability by entering into this agreement or by virtue of any designation of
Settling Defendants as EPA's authorized representatives under Section 104(e) of
CERCLA. Settling Defendants shall indemnify, save and hold harmless the United
States, the State, and their officials, agents, employees, contractors,
subcontractors, or representatives for or from any and all claims or causes of
action arising from, or on account of, negligent or other wrongful acts or
omissions of Settling Defendants, their officers, directors, employees, agents,
contractors, subcontractors, and any persons acting on their behalf or under
their control, in carrying out activities pursuant to this Consent Decree,
including, but not limited to, any claims arising from any designation of
Settling Defendants as EPA's authorized representatives under Section 104(e) of
CERCLA. Further, the Settling Defendants

agree to pay the United States and the State all costs they incur including, but
not limited to, attorneys fees and other expenses of litigation and settlement
arising from, or on account of, claims made against the United States or the
State based on negligent or other wrongful acts or omissions of Settling
Defendants, their officers, directors, employees, agents, contractors,
subcontractors, and any persons acting on their behalf or under their control,
in carrying out activities pursuant to this Consent Decree. Neither the United
States nor the State shall be held out as a party to any contract entered into
by or on behalf of Settling Defendants in carrying out activities pursuant to
this Consent Decree. Neither the Settling Defendants nor any such contractor
shall be considered an agent of the United States or the State.

b. The United States and the State shall give Settling
Defendants notice of any claim for which the United States or the State plans to
seek indemnification pursuant to Paragraph 56, and shall consult with Settling
Defendants prior to settling such claim.

c. Nothing contained in this Consent Decree is intended
to limit Settling Defendants' potential for insurance coverage.

57. Settling Defendants waive all claims against the United States
and the State for damages or reimbursement or for set-off of any payments made
or to be made to the United States or the State, arising from or on account of
any contract, agreement, or arrangement between any one or more of Settling
Defendants and any person for performance of Response Work on or relating to OU1
or any Approved Restoration Work, including, but not limited to, claims on
account of construction delays. In addition, Settling Defendants shall indemnify
and hold harmless the United States and the State with respect to any and all
claims for damages or reimbursement arising from or on account of any contract,
agreement, or arrangement between any one or more of Settling Defendants and any
person for performance of Response Work on or

relating to OU1 or any Approved Restoration Work, including, but not limited to,
claims on account of construction delays.

58. No later than 15 days before commencing any on-site Remedial
Design work under this Consent Decree, Settling Defendant WTMI Company shall
secure, and shall maintain throughout the Remedial Design, comprehensive general
liability insurance with limits of 1 million dollars, combined single limit, and
automobile liability insurance with limits of 1 million dollars, combined single
limit, naming the United States and the State as additional insureds. No later
than 15 days before commencing any on-site Remedial Action work under this
Consent Decree, Settling Defendants shall secure, and shall maintain until the
first anniversary of EPA's Certification of Completion of the Remedial Action
pursuant to Subparagraph 44.b, comprehensive general liability insurance with
limits of 5 million dollars, combined single limit, and automobile liability
insurance with limits of 2 million dollars, combined single limit, naming the
United States and the State as additional insureds. In addition, for the
duration of this Consent Decree, Settling Defendants shall satisfy, or shall
ensure that their contractors or subcontractors satisfy, all applicable laws and
regulations regarding the provision of worker's compensation insurance for all
persons performing the Response Work on behalf of Settling Defendants in
furtherance of this Consent Decree. Prior to commencement of the Response Work
under this Consent Decree, Settling Defendants shall provide the Response
Agencies certificates of such insurance and a copy of each insurance policy.
Settling Defendants shall resubmit such certificates and copies of policies each
year on the anniversary of the Effective Date. If Settling Defendants
demonstrate by evidence satisfactory to the Response Agencies that any
contractor or subcontractor maintains insurance equivalent to that described
above, or insurance covering the same risks but in a lesser amount, then, with
respect to that contractor or

subcontractor, Settling Defendants need provide only that portion of the
insurance described above which is not maintained by the contractor or
subcontractor. Costs incurred by Settling Defendants to comply with this
paragraph shall be considered Allowable RD/RA Costs.

XIX. FORCE MAJEURE EVENTS

59. Except as provided by Paragraph 2 of Appendix E, if any event
occurs or has occurred that may delay the performance of any obligation under
this Consent Decree, whether or not caused by a Force Majeure Event, the
Settling Defendants or their contractors shall orally notify the Response
Agencies' Project Coordinators or, in a Response Agency's Project Coordinator's
absence, the response Agency's Alternate Project Coordinator or, in the event
both of EPA's designated representatives are unavailable, Superfund Division
Director for EPA Region 5, within 5 working days of when Settling Defendants
first knew that the event might cause a delay. Within 10 working days
thereafter, Settling Defendants shall provide the Response Agencies a written
explanation and description of the reasons for the delay; the anticipated
duration of the delay; all actions taken or to be taken to prevent or minimize
the delay; a schedule for implementation of any measures to be taken to prevent
or mitigate the delay or the effect of the delay; the Settling Defendants'
rationale for attributing such delay to a Force Majeure Event if they intend to
assert such a claim; and a statement as to whether, in the opinion of the
Settling Defendants, such event may cause or contribute to an endangerment to
public health, welfare or the environment. The Settling Defendants shall include
with any notice all available documentation supporting their claim that the
delay was attributable to a Force Majeure Event. Failure to comply with the
above requirements shall preclude Settling Defendants from asserting any claim
of a Force Majeure Event for that event for the period of time of such failure
to comply, and for any additional delay caused by such failure. Settling
Defendants shall be

deemed to know of any circumstance of which Settling Defendants, any entity
controlled by Settling Defendants, or Settling Defendants' contractors knew or
should have known.

60. If EPA, after a reasonable opportunity for review and comment
by WDNR, agrees that the delay or anticipated delay is attributable to a Force
Majeure Event, the time for performance of the obligations under this Consent
Decree that are affected by the Force Majeure Event will be extended by EPA,
after a reasonable opportunity for review and comment by WDNR, for such time as
is necessary to complete those obligations. An extension of the time for
performance of the obligations affected by the Force Majeure Event shall not, of
itself, extend the time for performance of any other obligation. If EPA, after a
reasonable opportunity for review and comment by WDNR, does not agree that the
delay or anticipated delay has been or will be caused by a Force Majeure Event,
EPA will notify the Settling Defendants in writing of its decision. If EPA,
after a reasonable opportunity for review and comment by WDNR, agrees that the
delay is attributable to a Force Majeure Event, EPA will notify the Settling
Defendants in writing of the length of the extension, if any, for performance of
the obligations affected by the Force Majeure Event.

61. If the Settling Defendants elect to invoke the dispute
resolution procedures set forth in Section XX (Dispute Resolution), they shall
do so no later than 15 days after receipt of EPA's notice. In any such
proceeding, Settling Defendants shall have the burden of demonstrating by a
preponderance of the evidence that the delay or anticipated delay has been or
will be caused by a Force Majeure Event, that the duration of the delay or the
extension sought was or will be warranted under the circumstances, that best
efforts were exercised to avoid and mitigate the effects of the delay, and that
Settling Defendants complied with the requirements of Paragraphs 57 and 58,
above. If Settling Defendants carry this burden, the delay at issue shall be

deemed not to be a violation by Settling Defendants of the affected obligation
of this Consent Decree identified to EPA and the Court.

XX. DISPUTE RESOLUTION

62. Except as provided by Paragraph 3 of Appendix E, the dispute
resolution procedures of this Section shall be the exclusive mechanism to
resolve disputes between Settling Defendants and the Plaintiffs arising under or
with respect to this Consent Decree. However, the procedures set forth in this
Section shall not apply to actions by the Plaintiffs to enforce obligations of
the Settling Defendants that have not been disputed in accordance with this
Section. The dispute resolution procedures of this Section shall not apply to
any disputes between Settling Defendants and the Plaintiffs not arising under or
with respect to this Consent Decree.

63. Informal Dispute Resolution. Any dispute which arises under or
with respect to this Consent Decree shall in the first instance be the subject
of informal negotiations between the parties to the dispute. The period for
informal negotiations shall not exceed 20 days from the time the dispute arises,
unless it is modified by written agreement of the parties to the dispute. The
dispute shall be considered to have arisen when one party sends the other
parties a written Notice of Dispute.

64. Formal Dispute Resolution.

a. Except as provided by Paragraph 3 of Appendix E, in
the event that the parties cannot resolve a dispute by informal negotiations
under Paragraph 63, then the position advanced by EPA shall be considered
binding unless, within 10 days after the conclusion of the informal negotiation
period, Settling Defendants invoke the formal dispute resolution procedures of
this Section by serving on the Plaintiffs a written Statement of Position on the
matter in

dispute, including, but not limited to, any factual data, analysis or opinion
supporting that position and any supporting documentation relied upon by the
Settling Defendants. The Statement of Position shall specify the Settling
Defendants' position as to whether formal dispute resolution should proceed
under Paragraph 65 or Paragraph 66.

b. Within 30 days after receipt of Settling Defendants'
Statement of Position, EPA will serve on Settling Defendants its Statement of
Position, including, but not limited to, any factual data, analysis, or opinion
supporting that position and all supporting documentation relied upon by EPA.
EPA's Statement of Position shall include a statement as to whether formal
dispute resolution should proceed under Paragraph 65 or 66. Within 10 days after
receipt of EPA's Statement of Position, Settling Defendants may submit a Reply.

c. If there is disagreement between EPA and the Settling
Defendants as to whether dispute resolution should proceed under Paragraph 65 or
66, the parties to the dispute shall follow the procedures set forth in the
paragraph determined by EPA to be applicable. However, if the Settling
Defendants ultimately appeal to the Court to resolve the dispute, the Court
shall determine which paragraph is applicable in accordance with the standards
of applicability set forth in Paragraphs 65 and 66.

65. Formal dispute resolution for disputes pertaining to the
selection or adequacy of any response action, any disputes under Paragraph 98,
and all other disputes that are accorded review on the administrative record
under applicable principles of administrative law shall be conducted pursuant to
the procedures set forth in this Paragraph. For purposes of this Paragraph, the
adequacy of any response action includes, without limitation: (i) the adequacy
or appropriateness of plans, procedures to implement plans, or any other items
requiring approval by the Response Agencies under this Consent Decree; and (ii)
the adequacy of the performance

of response actions taken pursuant to this Consent Decree. Nothing in this
Consent Decree shall be construed to allow any dispute by Settling Defendants
under this Consent Decree regarding the validity of the ROD's provisions.

a. An administrative record of the dispute shall be
maintained by EPA and shall contain all statements of position, including
supporting documentation, submitted pursuant to this Section. Where appropriate,
EPA may allow submission of supplemental statements of position by the parties
to the dispute.

b. The Superfund Division Director for EPA Region 5 will
issue a final administrative decision resolving the dispute based on the
administrative record described in Subparagraph 65.a. This decision shall be
binding upon the Settling Defendants, subject only to the right to seek judicial
review pursuant to Subparagraphs 65.c and d.

c. Any administrative decision made by EPA pursuant to
Subparagraph 65.b shall be reviewable by this Court, provided that a motion for
judicial review of the decision is filed by the Settling Defendants with the
Court and served on all Parties within 20 days of receipt of EPA's decision. The
motion shall include a description of the matter in dispute, the efforts made by
the parties to resolve it, the relief requested, and the schedule, if any,
within which the dispute must be resolved to ensure orderly implementation of
this Consent Decree. The United States and the State may file a response to
Settling Defendants' motion.

d. In proceedings on any dispute governed by this
Paragraph, Settling Defendants shall have the burden of demonstrating that the
decision of the Superfund Division Director for EPA Region 5 is arbitrary and
capricious or otherwise not in accordance with law. Judicial review of EPA's
decision shall be on the administrative record compiled pursuant to Subparagraph
65.a.

66. Formal dispute resolution for disputes that neither pertain to
the selection or adequacy of any response action nor are otherwise accorded
review on the administrative record under applicable principles of
administrative law, shall be governed by this Paragraph.

a. Following receipt of Settling Defendants' Statement
of Position submitted pursuant to Paragraph 64, and after service of EPA's
Statement of Position and any Reply, the Superfund Division Director for EPA
Region 5 will issue a final decision resolving the dispute. The Superfund
Division Director's decision shall be binding on the Settling Defendants unless,
within 20 days of receipt of the decision, the Settling Defendants file with the
Court and serve on the parties a motion for judicial review of the decision
setting forth the matter in dispute, the efforts made by the parties to resolve
it, the relief requested, and the schedule, if any, within which the dispute
must be resolved to ensure orderly implementation of the Consent Decree. The
United States may file a response to Settling Defendants' motion.

b. Notwithstanding Paragraph K of Section I (Background)
of this Consent Decree, judicial review of any dispute governed by this
Paragraph shall be governed by applicable principles of law.

67. The invocation of formal dispute resolution procedures under
this Section shall not extend, postpone or affect in any way any obligation of
the Settling Defendants under this Consent Decree, not directly in dispute,
unless EPA or the Court agrees otherwise. Stipulated penalties with respect to
the disputed matter shall continue to accrue but payment shall be stayed pending
resolution of the dispute as provided in Paragraph 79. Notwithstanding the stay
of payment, stipulated penalties shall accrue from the first day of
noncompliance with any applicable provision of this Consent Decree. In the event
that the Settling Defendants do not

prevail on the disputed issue, stipulated penalties shall be assessed and paid
as provided in Section XXI (Stipulated Penalties).

68. Disputes Regarding Specified Future Response Costs. Settling
Defendants may contest payment of any Specified Future Response Costs under
Paragraph 54 if they determine that the United States or the State has made an
accounting error or if they allege that a cost item that is included represents
costs that are inconsistent with the NCP. For any such costs incurred and billed
before Certification of Completion of Remedial Action by EPA pursuant to
Subparagraph 44.b, notice of any such objection shall be submitted in writing as
provided by Subparagraph 5.c of Appendix C. For any such costs incurred and
billed after Certification of Completion of Remedial Action by EPA pursuant to
Subparagraph 44.b, notice of any such objection shall be given in writing within
30 days of receipt of the bill. A copy of any notice of objection shall be sent
to the United States (if the United States' accounting is being disputed) or to
the State (if the State's accounting is being disputed) pursuant to Section
XXVIII (Notices and Submissions). Any such notice of objection shall
specifically identify the contested Specified Future Response Costs and the
basis for objection. In the event of an objection, all uncontested Specified
Future Response Costs shall immediately be paid to the United States or the
State in the manner described in Paragraph 54. Upon submitting a notice of
objection, the Settling Defendants shall initiate the Dispute Resolution
procedures in Section XX (Dispute Resolution). If the United States or the State
prevails in the dispute, within 10 days of the resolution of the dispute, all
sums due (with accrued Interest) shall be paid to EPA (if the United States'
cost are disputed) or to the State (if the State's costs are disputed) in the
manner described in Paragraph 54. If the Settling Defendants prevail concerning
any aspect of the contested costs, the portion of the costs (plus associated
accrued interest) for which they did not prevail shall be

disbursed to EPA or the State, as appropriate, in the manner described in
Paragraph 54; and the amount that was successfully contested need not be paid to
EPA or to the State. The dispute resolution procedures set forth in this
Paragraph in conjunction with the procedures set forth in Section XX (Dispute
Resolution) shall be the exclusive mechanisms for resolving disputes regarding
reimbursement of the United States and the State for their Specified Future
Response Costs.

XXI. STIPULATED PENALTIES AND STIPULATED DAMAGES

69. Settling Defendants shall be liable for stipulated penalties
and/or stipulated damages in the amounts set forth in this Section for failure
to comply with the requirements of this Consent Decree specified below, unless
excused under Section XIX (Force Majeure Events) or Paragraph 2 (Force Majeure
Events for Restoration Work) of Appendix E. "Compliance" by Settling Defendants
shall include completion of the activities under this Consent Decree or any work
plan or other plan approved under this Consent Decree identified below in
accordance with all applicable requirements of law, this Consent Decree, the
SOW, and any plans or other documents approved by the Plaintiffs pursuant to
this Consent Decree and within the specified time schedules established by and
approved under this Consent Decree.

70. Stipulated Penalty Amounts - Failure to Make Payments. A
Settling Defendant shall be liable for stipulated penalties in the amounts set
forth below for each day of violation for that Settling Defendant's failure to
make payments as required under this Consent Decree:

PENALTY PER DAY
---------------------------
UP TO 11-30 OVER
VIOLATION 10 DAYS DAYS 30 DAYS
--------- ------- ------- -------

Failure to deposit funds in the Escrow
Account as required
by Subparagraph 50.a: $10,000 $15,000 $25,000

Failure to make any Initial Payments to
Plaintiffs as required by Paragraph 52: $ 1,000 $ 2,500 $ 5,000

Failure to make any payment of Specified
Future Response Costs as required by
Subparagraphs 54.a.(2) or 54.b.(2): $ 1,000 $ 2,500 $ 5,000

Any stipulated penalties for failure to deposit funds in the Escrow Account
shall be divided evenly between EPA and the State. Any stipulated penalties for
failure to make any Initial Payments to Plaintiffs shall be divided between the
United States and the State in proportion to the amounts that are unpaid or
overdue. Any stipulated penalties for failure to make payment of Specified
Future Response Costs shall be paid to the Party that rendered the bill
involved.

71. Stipulated Penalty Amounts - Response Work. Settling
Defendants shall be liable for stipulated penalties in the amounts set forth
below for each day of violation for failure to perform Response Work as required
under this Consent Decree:

PENALTY PER DAY
---------------------------
UP TO 11-30 OVER
VIOLATION 10 DAYS DAYS 30 DAYS
--------- ------- ------- -------

Failure to perform the Remedial Action in
accordance with the schedule and requirements
established by the Remedial Action Work Plan,
as mandated by Paragraph 14: $ 2,000 $ 5,000 $10,000

Failure to perform O&M or Long Term Monitoring
in accordance with the schedule and requirements
established by the Final Operation and Maintenance
Plan, as mandated by Paragraph 14, Paragraph 18,
and Paragraph 19: $ 1,000 $ 2,500 $ 5,000

Failure to perform Institutional Controls requirements
in accordance with the schedule and requirements
established by the Institutional Controls Plan,
as mandated by Paragraph 14 and Paragraph 18: $ 1,000 $ 2,500 $ 5,000

Failure to undertake response action as required
by Section XV (Emergency Response): $ 5,000 $10,000 $20,000

Any stipulated penalties under this Paragraph shall be divided evenly between
EPA and the State.

72. Stipulated Penalty Amount - Response Work Takeover. In the
event that the Response Agencies assume performance of a portion or all of the
Response Work pursuant to Paragraph 90 of Section XXII (Covenants Not to Sue by
Plaintiffs), Settling Defendants shall be liable for a stipulated penalty in the
amount of $250,000. Any stipulated penalties under this Paragraph shall be
divided evenly between EPA and the State.

73. Stipulated Penalty Amounts - Response Work Reports and
Submissions. Settling Defendants shall be liable for stipulated penalties in the
amounts set forth below for each day of violation for failure to comply with
Response Work reporting and submission requirements under this Consent Decree:

PENALTY PER DAY
---------------------------
UP TO 11-30 OVER
VIOLATION 10 DAYS DAYS 30 DAYS
--------- ------- ------- -------

Failure to submit a Remedial Action Work Plan
or any other Remedial Action Plan as
Required by Paragraph 14: $ 2,000 $ 4,000 $ 5,000

Failure to submit any Monthly RD/RA
Progress Report as required by
Paragraph 31: $ 1,000 $ 2,000 $ 2,500

Failure to submit any Quarterly
Report as required by Paragraph 32: $ 1,000 $ 2,000 $ 2,500

Failure to comply with the Release Reporting
requirements under Paragraph 33: $ 1,000 $ 2,000 $ 2,500

Any stipulated penalties under this Paragraph shall be divided evenly between
the United States and the State.

74. Stipulated Damages Amounts - NRD Commitment. A Settling
Defendant shall be liable for stipulated damages in the amounts set forth below
for each day of violation for that Settling Defendant's failure to comply with
requirements under this Consent Decree relating to the NRD Commitment:

DAMAGES PER DAY
---------------------------
UP TO 11-30 OVER
VIOLATION 10 DAYS DAYS 30 DAYS
--------- ------- ------- -------

Failure to make the Subsequent Payment for
Natural Resource Restoration as required
by Subparagraph 53.a: $ 1,000 $ 2,500 $ 5,000

Failure to perform Approved Restoration Work
in accordance with an approved
Project Implementation Plan, as required
by Paragraph 48: $ 500 $ 1,000 $ 1,500

Failure to submit a Final Project Report
on Approved Restoration Work, as
required by Subparagraph 48.e: $ 500 $ 1,000 $ 2,000

Any stipulated damages under this Paragraph shall be divided evenly between the
United States and the State.

75. All stipulated penalties and/or stipulated damages shall begin
to accrue on the day after the complete performance is due or the day a
violation occurs, and shall continue to accrue through the final day of the
correction of the noncompliance or completion of the activity. However,
stipulated penalties shall not accrue: (i) with respect to a deficient
submission under Section XII (Response Agencies' Approval of Plans and Other
Submissions), during the period, if any, beginning on the 31st day after the
response Agencies' receipt of such submission until the date that the Response
Agencies notify Settling Defendants of any deficiency; (ii) with respect to a
decision by the Plaintiffs under Paragraph 3 (Dispute Resolution for Restoration
Work) of Appendix E, during the period, if any, beginning on the 21st day after
the date that Settling Defendants' Statement of Position is received until the
date that the Plaintiffs issue a final administrative decision regarding such
dispute; (iii) with respect to a decision by the Superfund Division Director for
Region 5 under Subparagraph 65.b or 66.a of Section XX

(Dispute Resolution), during the period, if any, beginning on the 21st day after
the date that Settling Defendants' reply to EPA's Statement of Position is
received until the date that the Superfund Division Director issues a final
decision regarding such dispute; or (iv) with respect to judicial review by this
Court of any dispute under Section XX (Dispute Resolution) or Paragraph 3 of
Appendix E, during the period, if any, beginning on the 31st day after the
Court's receipt of the final submission regarding the dispute until the date
that the Court issues a final decision regarding such dispute. Nothing herein
shall prevent the simultaneous accrual of separate stipulated penalties and/or
stipulated damages for separate violations of this Consent Decree.

76. Following the Plaintiffs' determination that Settling
Defendants have failed to comply with a requirement of this Consent Decree, the
Plaintiffs may give Settling Defendants written notification of the same and
describe the noncompliance. The Plaintiffs may send the Settling Defendants a
written demand for the payment of the penalties. However, penalties shall accrue
as provided in the preceding Paragraph regardless of whether the Plaintiffs have
notified the Settling Defendants of a violation.

77. Settling Defendants shall pay any stipulated penalties or
stipulated damages accruing under this Section directly to the Plaintiffs, and
shall not be entitled to seek payment or reimbursement of such penalties or
damages from the Disbursement Special Account or from the Escrow Account under
Paragraph 10, Paragraph 11, Appendix B, or Appendix C. All penalties or damages
accruing under this Section shall be due and payable to the United States and
the State within 30 days of the Settling Defendants' receipt of a demand for
payment by the Plaintiffs, unless Settling Defendants invoke the Dispute
Resolution procedures under Paragraph 3 of Appendix E or Section XX (Dispute
Resolution). All payments under this

Section shall be paid by certified or cashier's check(s), shall indicate that
the payment is for stipulated penalties or stipulated damages, and shall be
submitted to EPA, to the State, and/or to the DOINRDAR Fund, as appropriate, in
the manner specified by Paragraph 55 (Payment Instructions).

78. The payment of penalties or damages under this Section shall
not alter in any way Settling Defendants' obligation to complete the performance
of the Response Work or any Approved Restoration Work required under this
Consent Decree.

79. Penalties and/or damages shall continue to accrue as provided
in Paragraph 75 during any dispute resolution period, but need not be paid until
the following:

a. If the dispute is resolved by agreement or by an
administrative decision that is not appealed to this Court, accrued penalties
and/or damages determined to be owing shall be paid to within 15 days of the
agreement or the receipt of the administrative decision;

b. If the dispute is appealed to this Court and the
Plaintiffs prevail in whole or in part, Settling Defendants shall pay all
accrued penalties and/or damages determined by the Court to be owed to the
Plaintiffs within 60 days of receipt of the Court's decision or order, except as
provided in Subparagraph c below;

c. If the District Court's decision is appealed by any
Party, Settling Defendants shall pay all accrued penalties and/or damages
determined by the District Court to be owing to the United States or the State
into an interest-bearing escrow account within 60 days of receipt of the Court's
decision or order. Penalties and/or damages shall be paid into this account as
they continue to accrue, at least every 60 days. Within 15 days of receipt of
the final appellate court decision, the Escrow Agent shall pay the balance of
the account to the Plaintiffs or to Settling Defendants to the extent that they
prevail.

80. If Settling Defendants fail to pay stipulated penalties and/or
stipulated damages when due, the United States or the State may institute
proceedings to collect the penalties and/or damages, as well as interest.
Settling Defendants shall pay Interest on the unpaid balance, which shall begin
to accrue on the date of demand made pursuant to Paragraph 77.

81. Nothing in this Consent Decree shall be construed as
prohibiting, altering, or inane way limiting the ability of the United States or
the State to seek any other remedies or sanctions available by virtue of
Settling Defendants' violation of this Decree or of the statutes and regulations
upon which it is based, including, but not limited to, penalties pursuant to
Section 122(1) of CERCLA; provided, however, that the United States shall not
seek civil penalties pursuant to Section 122(1) of CERCLA for any violation for
which a stipulated penalty is provided herein, except in the case of a willful
violation of the Consent Decree.

82. Notwithstanding any other provision of this Section, the
United States may, in its unreviewable discretion, waive any portion of
stipulated penalties or stipulated damages payable to the United States that
have accrued pursuant to this Consent Decree. Similarly, notwithstanding any
other provision of this Section, the State may, in its unreviewable discretion,
waive any portion of stipulated penalties or stipulated damages payable to the
State that have accrued pursuant to this Consent Decree.

XXII. COVENANTS NOT TO SUE BY PLAINTIFFS

83. General Scope of Covenants

a. As specified by the covenants not to sue contained in
Paragraphs 84 and 85, and subject to the reservations contained in Paragraphs
86, 87, 89, and 98, this Consent Decree is intended to addresses the Settling
Defendants' alleged liability under Sections 106 and

107(a) of CERCLA for "OU1 Response Activities and Costs," as that term is
defined by the following Subparagraph 83.b.

b. For the purpose of this Consent Decree, the term "OU1
Response Activities and Costs" is defined as all response activities for
Operable Unit 1 performed or to be performed after July 1, 2003, as well as all
costs for response activities for Operable Unit 1 incurred after July 1, 2003.
The "OU1 Response Activities and Costs" shall therefore include, but shall not
be limited to, all Response Work performed or to be performed after July 1, 2003
and all Specified Future Response Costs.

84. United States' Covenant Not To Sue. In consideration of the
actions that will be performed by the Settling Defendants pursuant to this
Consent Decree and the payments that will be made to the Plaintiffs under the
terms of the Consent Decree, and except as specifically provided by Paragraphs
86, 87, 89, and 98, the United States covenants not to sue or to take
administrative action against Settling Defendants for OU1 Response Activities
and Costs pursuant to: (i) CERCLA Sections 106 and 107,42 U.S.C. Sections 9606
and 9607; (ii) RCRA Section 7003, 42 U.S.C. Section 6973; (iii) Clean Water Act
Section 311, 33 U.S.C. Section 1321; (iv) Toxic Substances Control Act Section
7, 15 U.S.C. Section 2606; or (v) Section 10 of the Rivers and Harbors Act of
1899, 33 U.S.C. Section 403. Except with respect to future liability, these
covenants not to sue shall take effect upon the receipt by Plaintiffs of the
payments required by Paragraph 52 (Initial Payments to Plaintiffs). With respect
to future liability, these covenants not to sue shall take effect upon
Certification of Completion of Remedial Action by EPA pursuant to Paragraph
44.b. These covenants not to sue are conditioned upon the satisfactory
performance by Settling Defendants of their obligations under this Consent
Decree. These covenants not to sue extend only to the Settling Defendants and do
not extend to any other person; provided, however that

these covenants not to sue (and the reservations thereto) shall also apply to
Settling Defendants' Related Parties.

85. State's Covenant Not To Sue. In consideration of the actions
that will be performed by the Settling Defendants and the payments that will be
made to the Plaintiffs under the terms of the Consent Decree, and except as
specifically provided by Paragraphs 86, 87, 89,and 98, the State covenants not
to sue or to take administrative action against Settling Defendants for OU1
Response Activities and Costs pursuant to: (i) CERCLA Section 107, 42 U.S.C.
Section 9607; (ii) RCRA Section 700, 42 U.S.C. Section 6972; (iii) Clean Water
Act Section 505, 33 U.S.C. Section 1365; (iv) Toxic Substances Control Act
Section 20, 15 U.S.C. Section 2619; or (v) Wisconsin statutory or common law.
Except with respect to future liability, these covenants not to sue shall take
effect upon the receipt by Plaintiffs of the payments required by Paragraph 52
(Initial Payments to Plaintiffs). With respect to future liability, these
covenants not to sue shall take effect upon Certification of Completion of
Remedial Action by EPA pursuant to Paragraph 44.b. These covenants not to sue
are conditioned upon the satisfactory performance by Settling Defendants of
their obligations under this Consent Decree. These covenants not to sue extend
only to the Settling Defendants and do not extend to any other person; provided,
however that these covenants not to sue (and the reservations thereto) shall
also apply to Settling Defendants' Related Parties.

86. Pre-certification Reservations. Notwithstanding any other
provision of this Consent Decree, the United States and the State reserve, and
this Consent Decree is without prejudice to, the right to institute proceedings
in this action or in a new action, or to issue an administrative order seeking
to compel Settling Defendants (i) to perform further response

actions relating to OU1 or (ii) to reimburse the United States or the State for
additional costs of response if, prior to Certification of Completion of the
Remedial Action:

(1) conditions relating to OU1, previously
unknown to EPA, are discovered, or

(2) information, previously unknown to EPA, is
received, in whole or in part,

and these previously unknown conditions or information together with any other
relevant information indicates that the Remedial Action is not protective of
human health or the environment.

87. Post-certification Reservations. Notwithstanding any other
provision of this Consent Decree, the United States and the State reserve, and
this Consent Decree is without prejudice to, the right to institute proceedings
in this action or in a new action, or to issue an administrative order seeking
to compel Settling Defendants (i) to perform further response actions relating
to OU1 or (ii) to reimburse the United States or the State for additional costs
of response if, subsequent to Certification of Completion of the Remedial
Action:

(1) conditions relating to OU1, previously
unknown to EPA, are discovered, or

(2) information, previously unknown to EPA, is
received, in whole or in part,

and these previously unknown conditions or this information together with other
relevant information indicate that the Remedial Action is not protective of
human health or the environment.

88. For purposes of Paragraph 86, the information and the
conditions known to EPA shall include only that information and those conditions
known to EPA as of the date the ROD was signed and set forth in the Record of
Decision and the administrative record supporting the Record of Decision. For
purposes of Paragraph 87, the information and the conditions known to EPA shall
include only that information and those conditions known to EPA as of the date
of Certification of Completion of the Remedial Action and set forth in the
Record of Decision, the administrative record supporting the Record of Decision,
the post-ROD administrative record, or in any information received by EPA
pursuant to the requirements of this Consent Decree prior to Certification of
Completion of the Remedial Action.

89. General Reservations of Rights. The covenants not to sue set
forth above do not pertain to any matters other than those expressly specified
in Paragraphs 84 and Paragraph 85. The United States and the State reserve, and
this Consent Decree is without prejudice to, all rights against Settling
Defendants with respect to all other matters, including but not limited to, the
following:

a. claims based on a failure by Settling Defendants to
meet a requirement of this Consent Decree;

b. liability for performance of response activities or
for response costs falling outside the definition of the OU1 Response Activities
and Costs, including but not limited to: (i) liability arising from the past,
present, or future disposal, release, or threat of release of Waste Materials
outside of the Site; (ii) liability for operable units at the Site other than
OU1; and (iii) liability for response costs for OU1 incurred by the United
States or by the State before the Date of Lodging (specifically including, but
not limited to, any additional liability for Unresolved EPA Past Costs or for
Unresolved State Past Costs);

c. liability for future disposal of Waste Material at
OU1, other than as provided in the ROD, the Response Work, or otherwise ordered
by EPA;

d. liability, prior to Certification of Completion of
the Remedial Action, for additional response actions at OU1 that EPA determines
are necessary to achieve Performance Standards, but that cannot be required
pursuant to Paragraph 15 (Modification of the SOW or Related Work Plans);

e. liability for damages for injury to, destruction of,
or loss of natural resources at the Site, and for the costs of any natural
resource damage assessments relating to the Site (specifically including, but
not limited to, any additional liability for natural resource damages beyond the
NRD Commitment or for Unresolved DOI Past Costs);

f. liability for violations of federal or state
law which occur during or after implementation of the Remedial Action; and

g. criminal liability.

90. Response Work Takeover In the event EPA, in consultation with
WDNR, determines that Settling Defendants have ceased implementation of any
portion of the Response Work, are seriously or repeatedly deficient or late in
their performance of the Response Work, or are implementing the Response Work in
a manner which may cause an endangerment to human health or the environment, EPA
and/or WDNR may assume the performance of all or any portions of the Response
Work as EPA determines necessary. Settling Defendants may invoke the procedures
set forth in Section XX (Dispute Resolution), Paragraph 65, to dispute EPA's
determination that takeover of the Response Work is warranted under this
Paragraph. Subject to the funding limitations and special reservations of rights
specified in Section XXIV, costs

incurred by the United States and/or the State in performing the Response Work
pursuant to this Paragraph shall be considered Specified Future Response Costs.

91. Notwithstanding any other provision of this Consent Decree,
the United States and the State retain all authority and reserve all rights to
take any and all response actions authorized by law.

XXIII. COVENANTS BY SETTLING DEFENDANTS

92. Settling Defendants' Covenant Not to Sue. Subject to the
reservations in Paragraph 93 and Paragraph 98, Settling Defendants hereby
covenant not to sue and agree not to assert any claims or causes of action
against the United States or the State with respect to the EPA Past Cost
Payments, the State Past Cost Payments, the DOI Past Cost Payments, the NRD
Commitment, the OU1 Response Activities and Costs, or this Consent Decree,
including, but not limited to:

a. any direct or indirect claim for reimbursement from
the Hazardous Substance Superfund (established pursuant to the Internal Revenue
Code, 26 U.S.C. Section 9507) through CERCLA Sections 106(b)(2), 107, 111, 112,
113 or any other provision of law;

b. any claims against the United States (including any
department, agency or instrumentality of the United States) or State (including
any department, agency or instrumentality of the States) under CERCLA Sections
107 or 113, 42 U.S.C. Sections 9607 or 9613, related to the EPA Past Cost
Payments, the State Past Cost Payments, the DOI Past Cost Payments, the NRD
Commitment, or the OU1 Response Activities and Costs;

c. any claims against the United States (including any
department, agency or instrumentality of the United States) or State (including
any department, agency or instrumentality of the States) under the United States
Constitution, the Wisconsin Constitution,

the Tucker Act, 28 U.S.C. Section 1491, the Equal Access to Justice Act, 28
U.S.C. Section 2412, as amended, or at common law, related to the EPA Past Cost
Payments, the State Past Cost Payments, the DOI Past Cost Payments, the NRD
Commitment, or the OU1 Response Activities and Costs;

d. any direct or indirect claim for disbursement from
the Disbursement Special Account (established pursuant to this Consent Decree),
except as provided by Paragraph 10; or

e. any direct or indirect claim for disbursement from
the Fox River Site Special Account.

Except as provided in Paragraph 95 (Waiver of Claims Against De Micromis
Parties) and Paragraph 105 (Waiver of Claim-Splitting Defenses), these covenants
not to sue shall not apply in the event that the United States or the State
brings a cause of action or issues an order pursuant to the reservations set
forth in Paragraph 86, Paragraph 87, or Subparagraphs 89.b to 89.e, but only to
the extent that Settling Defendants' claims arise from the same response action,
response costs, or damages that the United States or the State is seeking
pursuant to the applicable reservation.

93. The Settling Defendants reserve, and this Consent Decree is
without prejudice to, claims against the United States, subject to the
provisions of Chapter 171 of Title 28 of the United States Code, for money
damages for injury or loss of property or personal injury or death caused by the
negligent or wrongful act or omission of any employee of the United States while
acting within the scope of his office or employment under circumstances where
the United States, if a private person, would be liable to the claimant in
accordance with the law of the place where the act or omission occurred.
However, any such claim shall not include a claim for any

damages caused, in whole or in part, by the act or omission of any person,
including any contractor, who is not a federal employee as that term is defined
in 28 U.S.C. Section 2671; nor shall any such claim include a claim based on
EPA's selection of response actions, or the oversight or approval of the
Settling Defendants' plans or activities. The foregoing applies only to claims
which are brought pursuant to any statute other than CERCLA and for which the
waiver of sovereign immunity is found in a statute other than CERCLA;

94. Nothing in this Consent Decree shall be deemed to constitute
preauthorization of a claim within the meaning of Section 111 of CERCLA, 42
U.S.C. Section 9611, or 40 C.F.R. Section 300.700(d).

95. Waiver of Claims Against De Micromis Parties.

a. Settling Defendants agree not to assert any claims
and to waive all claims or causes of action that they may have for all matters
relating to the Site, including for contribution, against any person where the
person's liability to Settling Defendants with respect to the Site is based
solely on having arranged for disposal or treatment, or for transport for
disposal or treatment, of hazardous substances at the Site, or having accepted
for transport for disposal or treatment of hazardous substances at the Site, if
the materials contributed by such person to the Site contained less than 2.0
kilograms of polychlorinated biphenyls (which amounts to 0.002% of the total
mass of polychlorinated biphenyls remaining at the Site, as estimated by the
December 2002 Remedial Investigation Report).

b. This waiver shall not apply to any claim or cause of
action against any person meeting the above criteria if EPA has determined that
the materials contributed to the Site by such person contributed or could
contribute significantly to the costs of response at the Site. This waiver also
shall not apply with respect to any defense, claim, or cause of action that a

Settling Defendant may have against any person if such person asserts a claim or
cause of action relating to the Site against such Settling Defendant.

XXIV. CONSENT DECREE FUNDING LIMITATION AND
SPECIAL RESERVATIONS OF RIGHTS

96. Generally. The Parties currently anticipate that the funds to
be deposited in the Escrow Account and the Disbursement Special Account under
this Consent Decree (together with the interest earned on such deposits) will be
sufficient to fund the completion of the Response Work, after all other payments
and reimbursements from those Accounts have been made as required under this
Consent Decree. This Section addresses the anticipated risk of a future
determination that those funds may not be sufficient for that purpose. If that
determination is made, the Parties' rights and obligations shall be governed by
this Section, and the insufficiency shall not be considered a change in
circumstances or a basis for seeking non-consensual relief from this Consent
Decree pursuant to Fed. R. Civ. P. 60(b).

97. Funding Limitation. Except as expressly provided by
Subparagraph 98.f.(3), this Consent Decree is not intended to impose any
obligation on Settling Defendants to finance the Remedial Action with funding
sources other than the Disbursement Special Account and the Escrow Account, or
to deposit funds in those Accounts other than as required by Subparagraph 50.a.

98. Special Reservations of Rights Based on Costs of the Remedial
Action.

a. EPA Insufficiency Determination. EPA, in consultation
with WDNR, shall periodically evaluate and project whether the total aggregated
balance in the Escrow Account and the Disbursement Special Account is likely to
be sufficient to fund the completion of the Response Work, after all other
payments and reimbursements from those two Accounts

have been made as required under this Consent Decree. EPA's evaluations shall
include an assessment of the timing and projected costs of the Remedial Action,
the O&M, the Post-Remedy Institutional Controls Work, and the Post-Remedy
Monitoring. In making such evaluations, EPA shall consider the information and
projections contained in Settling Defendants' Quarterly Reports submitted under
Paragraph 32 and any other information deemed relevant by EPA. If EPA determines
that the total aggregated balance in the Escrow Account and the Disbursement
Special Account is likely to be insufficient to fund the completion of the
Response Work, after all other payments and reimbursements from the Accounts
have been made as required under this Consent Decree, then EPA, in consultation
with WDNR, may provide the Settling Defendants formal written notice of that
determination (an "Insufficiency Determination") in the manner provided by
Section XXVIII (Notices and Submissions).

b. Timing. EPA may make an Insufficiency Determination
under this Paragraph: (i) at any time after the Response Agencies' approval of
the Remedial Action Work Plan under Paragraph 14; but (ii) not after
Certification of Completion of Remedial Action by EPA pursuant to Paragraph
44.b.

c. Request for an Insufficiency Determination. A
Settling Defendant may request that EPA make an Insufficiency Determination
under this Paragraph if: (i) the determination would be timely under
Subparagraph 98.b; (ii) the total aggregated balance in the Escrow Account and
the Disbursement Special Account is less than $6 million; and (iii) the Settling
Defendant can demonstrate that the total aggregated balance in the Escrow
Account and the Disbursement Special Account is likely to be insufficient to
fund the completion of the Response Work, after all other payments and
reimbursements from those two Accounts have been made as required under this
Consent Decree. Any such request shall be made in writing,

shall include all information supporting the request, and shall be provided to
all Parties as provided by Section XXVIII (Notices and Submissions).

d. Advance Notice. At least 30 days before issuing
formal written notice of an Insufficiency Determination under this Paragraph, or
within a longer time period agreed to in writing by the Parties, EPA shall send
the Settling Defendants a written communication affording the Settling
Defendants an opportunity, within that time period, to: (i) provide EPA
additional information relevant to whether the total aggregated balance in the
Accounts is likely to be sufficient or insufficient; (ii) deposit additional
funds in the Escrow Account, in order to avoid an Insufficiency Determination;
and (iii) have informal negotiations to attempt to resolve any dispute.

e. Termination of Certain Consent Decree Rights and
Obligations. As specified by this Subparagraph, certain rights and obligations
of the Parties under this Consent Decree shall terminate if an Insufficiency
Determination is not disputed pursuant to Subparagraph 98.f, or if a dispute
under Subparagraph 98.f is resolved in EPA's favor.

(1) For the purpose of this Subparagraph 98.e,
the "Termination Date" shall be defined as: (i) 10 days after an Insufficiency
Determination, if the Insufficiency Determination is not disputed in accordance
with Subparagraph 98.f; (ii) 10 days after the time expires for seeking
appellate court review, if this Court resolves a dispute under Subparagraph
98.f in EPA's favor and if this Court's decision is not appealed; or (iii) 10
days after any final appellate court decision resolving a dispute under
Subparagraph 98.f in EPA's favor.

(2) Upon the Termination Date, the Settling
Defendants' Consent Decree obligation to perform the Remedial Action under
Paragraph 14 (OU1 Remedial Action) shall cease.

(3) Upon the Termination Date, the Settling
Defendants' Consent Decree obligation to perform the response actions under
Paragraph 18 (O&M and Post-Remedy Institutional Controls) shall cease.

(4) Upon the Termination Date, the Settling
Defendants' Consent Decree obligation to perform the response actions under
Paragraph 19 (Periodic Remedy Review and Post-Remedy Monitoring) shall cease.

(5) Upon the Termination Date, the Consent
Decree obligation to reimburse Plaintiffs' Specified Future Response Costs under
Paragraph 54 shall cease for costs incurred after the Termination Date.

(6) Upon the Termination Date, the covenants not
to sue under Paragraph 84 (United States' Covenant Not to Sue) and Paragraph 85
(State's Covenant Not To Sue) shall cease to apply to Settling Defendants and
shall terminate as to all OU1 Response Activities and Costs. Even after the
Termination Date, the provisions of Paragraph 102 (Credit for Payments Made and
Work Performed) shall continue to apply.

(7) Upon the Termination Date, the covenants not
to sue under Paragraph 92 (Settling Defendants' Covenant Not to Sue) shall cease
to apply to OU1 Response Activities and Costs after the Termination Date, such
as: (i) any response activities for OU1 performed or to be performed after the
Termination Date; and (ii) any costs of response activities for OU1 to the
extent that such costs are incurred after the Termination Date. Even after the
Termination Date, the covenants not to sue under Paragraph 92 (Settling
Defendants' Covenant Not to Sue) shall continue to apply to the EPA Past Cost
Payments, the State Past Cost Payments, the DOI Past Cost Payments, the NRD
Commitment, and any OU1 Response Activities and Costs before the Termination
Date, such as: (i) any response activities for OU1

performed before the Termination Date; any (ii) any costs of response activities
for OU1 to the extent that such costs were incurred before after the Termination
Date.

(8) Upon the Termination Date, Paragraph 101
shall cease to apply to Settling Defendants and shall terminate, and the OU1
Response Activities and Costs shall not be considered "matters addressed" by
this Consent Decree.

(9) Settling Defendants specifically reserve any
rights they may have to seek review of the remedial action selected in the ROD
as authorized by CERCLA Section 113(h), 42 U.S.C. Section 9613(h), at any time
after the Termination Date, other than in an action brought by the United States
or the State to enforce this Consent Decree.

f. Insufficiency Determination Disputes.

(1) Settling Defendants shall not be entitled to
dispute - under Section XX (Dispute Resolution) or in any other forum or
proceeding - EPA's failure to make an Insufficiency Determination or EPA's
discretionary election to delay or defer issuance of formal written notice of an
Insufficiency Determination.

(2) Within 10 days after EPA's issuance of
formal written notice of an Insufficiency Determination, the Settling Defendants
may dispute the Insufficiency Determination in accordance with Paragraph 64
(Formal Dispute Resolution) and Paragraph 65 (record review).

(3) Until a dispute under this Subparagraph 98.f
is resolved, Settling Defendants shall continue to perform all Response Work
required under this Consent Decree, specifically including all work to implement
the Remedial Action under Paragraph 14, with the continuation of the Response
Work being financed either by: (i) any funds remaining in the Disbursement
Special Account or the Escrow Account; or (ii) any additional funds that
Settling

Defendants may need to commit or provide under this Subparagraph, as necessary
to finance the continuation of the Response Work.

99. Nothing in this Consent Decree shall be construed as limiting
or precluding Plaintiffs' right to issue an administrative order or to institute
a judicial proceeding relating to OU1 after the Termination Date, including but
not limited any administrative order or judicial proceeding seeking continuation
or completion of the Response Work after the Termination Date. Notwithstanding
Paragraph F of Section I (Background), Settling Defendants hereby agree and
covenant that the Plaintiffs shall not have to prove and that Settling
Defendants shall not contest the following facts with respect to OU1 in response
to any administrative order or in any judicial proceeding relating to OU1 after
the Termination Date:

(ii) Each Settling Defendant is a person who by contract,
agreement, or otherwise arranged for the disposal or treatment
of hazardous substances owned or possessed by the Settling
Defendant, by another party or entity, at a facility owned or
operated by another party or entity and containing such
hazardous substances, from which there have been releases of
hazardous substances which caused the incurrence of response
costs for OU1.

XXV. EFFECT OF SETTLEMENT AND CONTRIBUTION PROTECTION

100. Except as provided in Paragraph 95 (Waiver of Claims Against
De Micromis Parties), nothing in this Consent Decree shall be construed to
create any rights in, or grant any

cause of action to, any person not a Party to this Consent Decree. The preceding
sentence shall not be construed to waive or nullify any rights that any person
not a signatory to this decree may have under applicable law. Except as provided
in Paragraph 95 (Waiver of Claims Against De Micromis Parties), each of the
Parties expressly reserves any and all rights (including, but not limited to,
any right to contribution), defenses, claims, demands, and causes of action
which each Party may have with respect to any matter, transaction, or occurrence
relating in any way to the Site against any person not a Party hereto.

101. Statutory Contribution Protection. The Parties agree, and by
entering this Consent Decree this Court finds, that the Settling Defendants are
entitled, as of the Effective Date, to protection from contribution actions or
claims as provided by CERCLA Section 113(f)(2), 42 U.S.C. Section 9613(f)(2) for
matters addressed in this Consent Decree. Settling Defendants' Related Parties
are also entitled, as of the Effective Date, to protection from contribution
actions or claims as provided by Section 113(f)(2) of CERCLA, 42 U.S.C. Section
9613(f)(2), for "matters addressed" in this Consent Decree. For the purpose of
this Paragraph 101, and except as provided by Subparagraph 98.e.(8), the
"matters addressed" by this Consent Decree are the OU1 Response Activities and
Costs.

102. Credit for Payments Made and Work Performed.

a. The Parties agree and acknowledge that the Plaintiffs
shall recognize that the Settling Defendants are entitled to full credit,
applied against their liabilities for response costs and natural resource
damages at the Site, for: (i) the EPA Past Cost Payments, (ii) the State Past
Cost Payments; (iii) the DOJ Past Cost Payments; (iv) the NRD Commitment; (v)
all Specified Future Response Costs reimbursed under Paragraph 54; (vi) all
response costs incurred and paid by the Settling Defendants in performing the
Remedial Design under the July 2003

AOC and this Consent Decree; and (vii) the Allowable RD/RA Costs paid or
reimbursed from the Escrow Account under Paragraph 11 of this Consent Decree and
Appendix C; provided, however, that the credit ultimately recognized shall take
into account and shall not include the amount of any recoveries by Settling
Defendants of any portion of such payments from other liable persons, such as
through a recovery under Sections 107 and 113 of CERCLA, 42 U.S.C. Sections 9607
and 9613. With respect to the Allowable RD/RA Costs, the recognized credit shall
take into account and shall not include the amount of any disbursements from the
Disbursement Special Account to the Escrow Account pursuant to Paragraph 10 of
this Consent Decree and Appendix B. With respect to the NRD Commitment, the
recognized credit may take into account, as appropriate, the value of
restoration projects funded by the NRD Commitment.

b. As provided by Paragraph 30 of the API/NCR Consent
Decree, the Plaintiffs shall recognize that Appleton Papers Inc. and NCR
Corporation are entitled to full credit, applied against their liabilities for
response costs at the Site, for the funds deposited in and disbursed from the
Disbursement Special Account pursuant to Paragraph 10 of this Consent Decree and
Appendix B. In addition, the Settling Defendants hereby agree and acknowledge
that they shall recognize that Appleton Papers Inc. and NCR Corporation are
entitled to full credit, applied against their liabilities for response costs at
the Site, for the funds deposited in and disbursed from the Disbursement Special
Account pursuant to Paragraph 10 of this Consent Decree and Appendix B.

103. The Settling Defendants agree that with respect to any suit or
claim for contribution brought by them for matters related to this Consent
Decree they will notify the United States and the State in writing no later than
20 days prior to the initiation of such suit or claim.

104. The Settling Defendants also agree that with respect to any
suit or claim for contribution brought against them for matters related to this
Consent Decree they will notify in writing the United States and the State
within 20 days of service of the complaint on them. In addition, Settling
Defendants shall notify the United States and the State within 20 days of
service or receipt of any Motion for Summary Judgment and within 20 days of
receipt of any order from a court setting a case for trial.

105. Waiver of Claim-Splitting Defenses. In any subsequent
administrative or judicial proceeding initiated by the United States or the
State for injunctive relief, recovery of response costs, or other appropriate
relief relating to the Site, Settling Defendants shall not assert, and may not
maintain, any defense or claim based upon the principles of waiver, res
judicata, collateral estoppel, issue preclusion, claim-splitting, or other
defenses based upon any contention that the claims raised by the United States
or the State in the subsequent proceeding were or should have been brought in
the instant case; provided, however, that nothing in this Paragraph affects the
enforceability of the covenants not to sue set forth in Section XXII (Covenants
Not to Sue by Plaintiffs).

XXVI. ACCESS TO INFORMATION

106. Settling Defendants shall provide to the Response Agencies,
upon request, copies of all documents and information within their possession or
control or that of their contractors or agents relating to activities at OU1 or
to the implementation of this Consent Decree, including, but not limited to,
sampling, analysis, chain of custody records, manifests, trucking logs,
receipts, reports, sample traffic routing, correspondence, or other documents or
information related to the Response Work. Settling Defendants shall also make
available to the Response Agencies, for purposes of investigation, information
gathering, or testimony, their employees, agents, or

representatives with knowledge of relevant facts concerning the performance of
the Response Work.

107. Business Confidential and Privileged Documents.

a. Settling Defendants may assert business
confidentiality claims covering part or all of the documents or information
submitted to Plaintiffs under this Consent Decree to the extent permitted by and
in accordance with Section 104(e)(7) of CERCLA, 42 U.S.C. Section 9604(e)(7),
and 40 C.F.R. Section 2.203(b). Documents or information determined to be
confidential by EPA will be afforded the protection specified in 40 C.F.R. Part
2, Subpart B. If no claim of confidentiality accompanies documents or
information when they are submitted to EPA and the State, or if EPA has notified
Settling Defendants that the documents or information are not confidential under
the standards of Section 104(e)(7) of CERCLA, the public may be given access to
such documents or information without further notice to Settling Defendants.

b. The Settling Defendants may assert that certain
documents, records and other information are privileged under the
attorney-client privilege or any other privilege recognized by federal law. If
the Settling Defendants assert such a privilege in lieu of providing documents,
they shall provide the Plaintiffs with the following: (i) the title of the
document, record, or information; (ii) the date of the document, record, or
information; (iii) the name and title of the author of the document, record, or
information; (iv) the name and title of each addressee and recipient; (v) a
description of the contents of the document, record, or information: and (vi)
the privilege asserted by Settling Defendants. However, no documents, reports or
other information created or generated pursuant to the requirements of the
Consent Decree shall be withheld on the grounds that they are privileged.

108. No claim of confidentiality shall be made with respect to any
data generated pursuant to the requirements of this Consent Decree, including,
but not limited to, all sampling, analytical, monitoring, hydrogeologic,
scientific, chemical, or engineering data, or any other documents or information
evidencing conditions at or around the Site.

XXVII. RETENTION OF RECORDS

109. Until 10 years after the Settling Defendants' receipt of EPA's
notification of Certification of Completion of the Response Work pursuant to
Paragraph 45.b, each Settling Defendant shall preserve and retain all records
and documents now in its possession or control or which come into its possession
or control that relate in any manner to the performance of the Response Work or
liability of any person for response actions conducted and to be conducted at
the Site, regardless of any corporate retention policy to the contrary. Until 10
years after the Settling Defendants' receipt of EPA's notification of
Certification of Completion of the Response Work pursuant to Paragraph 45.b,
Settling Defendants shall also instruct their contractors and agents to preserve
all documents, records, and information of whatever kind, nature or description
relating to the performance of the Response Work. At any time more than 5 years
after Certification of Completion of Remedial Action by EPA pursuant to Consent
Decree Subparagraph 44.b, the Settling Defendants may request Plaintiffs' assent
to terminate the document retention period earlier for specified categories of
records and documents. If Plaintiffs assent to any such request, the Plaintiffs
assent shall be given in writing.

110. At the conclusion of this document retention period, Settling
Defendants shall notify the United States and the State at least 90 days prior
to the destruction of any such records or documents, and, upon request by the
United States or the State, Settling Defendants shall deliver any such records
or documents to EPA or WDNR. The Settling Defendants may assert

that certain documents, records and other information are privileged under the
attorney-client privilege or any other privilege recognized by federal law. If
the Settling Defendants assert such a privilege, they shall provide the
Plaintiffs with the following: (i) the title of the document, record, or
information; (ii) the date of the document, record, or information; (iii) the
name and title of the author of the document, record, or information; (iv) the
name and title of each addressee and recipient; (v) a description of the subject
of the document, record, or information; and (vi) the privilege asserted by
Settling Defendants. However, no documents, reports or other information created
or generated pursuant to the requirements of the Consent Decree shall be
withheld on the grounds that they are privileged.

111. Each Settling Defendant hereby certifies individually that, to
the best of its knowledge and belief, after thorough inquiry, it has not
altered, mutilated, discarded, destroyed or otherwise disposed of any records,
documents or other information relating to its potential liability regarding the
Site since notification of potential liability by the United States or the State
or the filing of suit against it regarding the Site and that it has fully
complied with any and all requests for information pursuant to Section 104(e)
and 122(e) of CERCLA, 42 U.S.C. Sections 9604(e) and 9622(e), and Section 3007
of RCRA, 42 U.S.C. Section 6927.

XXVIII. NOTICES AND SUBMISSIONS

112. Whenever, under the terms of this Consent Decree, written
notice is required to be given or a report or other document is required to be
sent by one Party to another, it shall be directed to the individuals at the
addresses specified below, unless those individuals or their successors give
notice of a change to the other Parties in writing. All notices and submissions
shall be considered effective upon receipt, unless otherwise provided. Written
notice as specified

herein shall constitute complete satisfaction of any written notice requirement
of the Consent Decree with respect to the United States, the State, and the
Settling Defendants, respectively.

As to the United States:

As to DOJ:

Chief, Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice (DJ # 90-11-2-1045Z)

P.O. Box 7611 1425 New York Avenue, NW - 13th Floor
Washington, D.C. 20044-7611 Washington, DC 20005

As to EPA:

Director, Superfund Division
U.S. Environmental Protection Agency
Region 5
77 West Jackson Blvd.
Chicago, IL 60604

As to DOI:

Office of the Solicitor
Division of Parks and Wildlife
U.S. Department of the Interior
1849 C Street, N.W.
Washington, DC 20240

As to the State:

As to WDOJ:

Jerry L. Hancock
Assistant Attorney General
Wisconsin Department of Justice

P.O. Box 7857 17 West Main Street
Madison, WI 53707-7857 Madison, WI 53702

As to WDNR:

Greg Hill
State Project Coordinator
Wisconsin Department of Natural Resources

P.O. Box 7921 101 S. Webster St.
Madison, WI 53707-7921 Madison, WI 53703

As to the Settling Defendants:

As to the P. H. Glatfelter Company

Patrick H. Zaepfel
Environmental Counsel
P. H. Glatfelter Company
96 South George St., Suite 420
York, PA 17401

with a copy to:

David G. Mandelbaum
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103-7599

As to WTM I Company:

J.P. Causey Jr.
Vice President & Corporate Secretary/WTM I Company
c/o Chesapeake Corporation
1021 E. Cary Street
Box 2350
Richmond, VA 23218-2350

with a copy to:

Nancy K. Peterson
Quarles & Brady LLP
411 East Wisconsin Avenue, Suite 2040
Milwaukee, Wisconsin 53202-4497

XXIX. EFFECTIVE DATE

113. The effective date of this Consent Decree shall be the date
upon which this Consent Decree is entered by the Court; provided, however, that
the Settling Defendants hereby agree that they shall be bound upon the Date of
Lodging to comply with obligations of the Settling Defendants specified in this
Consent Decree as accruing upon the Date of Lodging. In the event the Plaintiffs
withdraw or withhold consent to this Consent Decree before entry, or the Court
declines to enter the Consent Decree, then the preceding requirement to comply
with requirements of this Consent Decree upon the Date of Lodging shall
terminate; provided, however, that the parties hereby agree that even after any
such termination: (i) the Plaintiffs shall be entitled to retain any and all
payments already made to Plaintiffs under this agreement, and the provisions of
Section XVII (Payments) concerning Plaintiffs' retention and use of such
payments shall survive termination; and (ii) Plaintiffs shall continue to
recognize that the Settling Defendants are entitled to full credit for payments
already made and work already performed under this agreement as provided by
Subparagraph 102.a. In the event the Plaintiffs withdraw or withhold consent to
this Consent Decree before entry, or the Court declines to enter the Consent
Decree, the Parties agree that the unexpended balance of the Escrow Account
shall be disbursed to the Settling Defendants at their request.

XXX. RETENTION OF JURISDICTION

114. This Court retains jurisdiction over both the subject matter
of this Consent Decree and the Settling Defendants for the duration of the
performance of the terms and provisions of this Consent Decree for the purpose
of enabling any of the Parties to apply to the Court at any time for such
further order, direction, and relief as may be necessary or appropriate for the

construction or modification of this Consent Decree, or to effectuate or enforce
compliance with its terms, or to resolve disputes in accordance with Section XX
(Dispute Resolution) hereof.

XXXI. APPENDICES

115. The following appendices are attached to and incorporated into
this Consent Decree:

"Appendix A" is the Trustee Council Resolution relating to this Consent
Decree.

"Appendix B" is the Appendix addressing Management of the Disbursement
Special Account.

"Appendix C" is the Appendix addressing Escrow Account Management.

"Appendix D" is the form of Escrow Agreement.

"Appendix E" is the Appendix addressing Special Procedures for
Restoration Work.

"Appendix F" is the July 2003 AOC (including the SOW for Remedial
Design).

"Appendix G" is the map of OU1.

"Appendix H" is the ROD.

"Appendix I" is the Statement of Work for the Remedial Action.

XXXII. COMMUNITY RELATIONS

116. Settling Defendants shall propose to the Response Agencies the
Settling Defendants' participation in the community relations plan to be
developed by the Response Agencies. The Response Agencies will determine the
appropriate role for the Settling Defendants under the Plan. Settling Defendants
shall also cooperate with the Response Agencies in providing information
regarding the Response Work to the public. As requested by the Response
Agencies, Settling Defendants shall participate in the preparation of such
information

for dissemination to the public and in public meetings which may be held or
sponsored by the Response Agencies to explain activities at or relating to OU1.

XXXIII. MODIFICATION

117. Schedules specified in this Consent Decree for completion of
the Response Work may be modified by agreement of the Response Agencies and the
Settling Defendants. All such modifications shall be made in writing.

118. Except as provided in Paragraph 15 ("Modification of the SOW
or related Work Plans"), no material modifications shall be made to the SOW
without written notification to and written approval of the United States, the
State, Settling Defendants, and the Court. Modifications to the SOW that do not
materially alter that document may be made by written agreement between the
Response Agencies and the Settling Defendants.

119. Nothing in this Decree shall be deemed to alter the Court's
power to enforce, supervise or approve modifications to this Consent Decree.

XXXIV. LODGING AND OPPORTUNITY FOR PUBLIC COMMENT

120. This Consent Decree shall be lodged with the Court for a
period of not less than thirty (30) days for public notice and comment in
accordance with Section 122(d)(2) of CERCLA, 42 U.S.C. Section 9622(d)(2), and
28 C.F.R. Section 50.7. The United States reserves the right to withdraw or
withhold its consent if the comments regarding the Consent Decree disclose facts
or considerations which indicate that the Consent Decree is inappropriate,
improper, or inadequate. Settling Defendants consent to the entry of this
Consent Decree without further notice.

121. If for any reason the Court should decline to approve this
Consent Decree in the form presented, this agreement is voidable at the sole
discretion of any Party and the terms of the agreement may not be used as
evidence in any litigation between the Parties.

100

XXXV. SIGNATORIES/SERVICE

122. The undersigned representatives of each Settling Defendant,
the undersigned representatives of the State, and the Assistant Attorney General
for the Environment and Natural Resources Division of the United States
Department of Justice each certify that he or she is fully authorized to enter
into the terms and conditions of this Consent Decree and to execute and legally
bind such Party to this document.

123. Each Settling Defendant hereby agrees not to oppose entry of
this Consent Decree by this Court or to challenge any provision of this Consent
Decree unless the United States has notified the Settling Defendants in writing
that it no longer supports entry of the Consent Decree.

124. Each Settling Defendant shall identify, on the attached
signature page, the name, address and telephone number of an agent who is
authorized to accept service of process by mail on behalf of that Party with
respect to all matters arising under or relating to this Consent Decree.
Settling Defendants hereby agree to accept service in that manner 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, including, but not
limited to, service of a summons.

101

XXXVI. FINAL JUDGMENT

125. Upon approval and entry of this Consent Decree by the Court,
this Consent Decree shall constitute a final judgment between and among the
United States, the State, and the Settling Defendants. The Court finds that
there is no just reason for delay and therefore enters this judgment as a final
judgment under Fed. R. Civ. P. 54 and 58.

SO ORDERED THIS___DAY OF________________, 200__.

____________________________

United States District Judge

102

THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of United
States and the State of Wisconsin v. P. H. Glatfelter Company and WTM I Company
(E.D. Wis.), relating to Operable Unit 1 of the Lower Fox River and Green Bay
Site.

FOR THE UNITED STATES OF AMERICA

9.5.03 /s/ Thomas L. Sansonetti
- --------- -------------------------------------------
Date THOMAS L. SANSONETTI
Assistant Attorney General
Environment and Natural Resources Division
U.S. Department of Justice
Washington, D.C. 20530

9/5/2003 /s/ Randall M. Stone
- --------- -------------------------------------------
Date RANDALL M. STONE, Trial Attorney
JEFFREY A. SPECTOR, Trial Attorney
DANIEL C. BECKHARD, Senior Counsel
Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice
P.O. Box 7611
Washington, D.C. 20044-7611

STEVEN M. BISKUPIC
United States Attorney

MATTHEW V. RICHMOND
Assistant United States Attorney
Eastern District of Wisconsin
U.S. Courthouse and Federal Building
Room 530
517 E. Wisconsin Avenue
Milwaukee, WI 53202

9/5/03 /s/ Thomas V. Skinner
- --------- -------------------------------------------
Date THOMAS V. SKINNER
Regional Administrator
U.S. Environmental Protection Agency
Region 5
77 West Jackson Boulevard
Chicago, IL 60604

9/02/03 /s/ Roger M. Grimes
- --------- -------------------------------------------
Date ROGER M. GRIMES
Associate Regional Counsel
U.S. Environmental Protection Agency
Region 5
77 West Jackson Boulevard
Chicago, IL 60604

FOR THE STATE OF WISCONSIN

9/2/03 /s/ P. Scott Hassett
- --------- -------------------------------------------
Date P. SCOTT HASSETT
Secretary
Wisconsin Department of Natural Resources
101 South Webster Street
Madison, WI 53703

7/3/03 /s/ Jerry L. Hancock
- --------- -------------------------------------------
Date JERRY L. HANCOCK
Assistant Attorney General
Wisconsin Department of Justice
17 West Main Street
Madison, WI 53702

FOR P. H. GLATFELTER COMPANY

08/26/03 Signature: George H. Glatfelter II
- -------- --------------------------------
Date Name (print): George H. Glatfelter II
Title: Chairman & C.E.O.
Address: 96 S. George St., Suite 500
York, PA 17401

Agent Authorized to Accept Service on Behalf of Above-signed Party:

Name (print): Patrick H. Zaepfel
--------------------
Title: Environmental Counsel
Address: 96 South George St., Suite 420
York, PA 17401
Ph. Number: (717) 225-2778

FOR WTM I COMPANY

August 26, 2003 Signature: J.P. Causey Jr.
- --------------- --------------------------------
Date Name (print): J.P. Causey Jr.
Title: Vice President
Address: 1021 East Cary St., 22d Floor
Box 2350
Richmond, Virginia 23218

Agent Authorized to Accept Service on Behalf of Above-signed Party:

Name (print): J.P. Causey Jr.
--------------------
Title: Vice President
Address: c/o Chesapeake Corporation
1021 East Cary Street, 22d Floor
Box 2350, Richmond, VA 23218
Ph. Number: 804 697-1166

CONSENT DECREE APPENDIX A

TRUSTEE COUNCIL RESOLUTION RELATING TO THIS CONSENT DECREE

FOX RIVER/GREEN BAY NATURAL RESOURCE TRUSTEE COUNCIL
RESOLUTION NO. 4

RESOLUTION REGARDING THE PROPOSED CONSENT DECREE IN UNITED STATES AND THE
STATE OF WISCONSIN v. P. H. GLATFELTER COMPANY AND WTM I COMPANY (E.D. WIS.)

WHEREAS, the undersigned members of the Fox River/Green Bay Natural
Resource Trustee Council ("collectively the "Trustees") acknowledge that the
Trustees were informed of negotiations with potentially responsible parties
regarding the releases of hazardous substances that resulted in injuries to
natural resources under Federal, State, and Tribal Trusteeship at the Lower Fox
River and Green Bay Site;

WHEREAS, the Trustees are aware that the negotiations have resulted in a
proposed Consent Decree in the case captioned United States and the State of
Wisconsin v. P. H. Glatfelter Company and WTM I Company (E.D. Wis.);

WHEREAS, the Trustees participated in the negotiations concerning the
provisions of the Consent Decree relating to natural resource damages and
natural resource restoration efforts at the Site;

WHEREAS, the Trustees understand that, under the Consent Decree, Settling
Defendants P. H. Glatfelter Company ("Glatfelter") and WTM I Company ("WTM")
would each: (1) pay $150,000 to the U.S. Department of the Interior ("DOI") to
reimburse a portion of DOI's past natural resource damage assessment costs
(collectively the $300,000 "DOI Past Cost Payments"); and (2) pay an additional
$1,500,000 to finance natural resource restoration efforts at the Site
(collectively the $3,000,000 "NRD Commitment");

WHEREAS; the Trustees agree to cooperate and participate, as appropriate,
in the natural resource restoration efforts prescribed by Section XVI of the
Consent Decree;

WHEREAS; the Trustees agree to cooperate and participate, as appropriate,
in the special procedures for restoration work prescribed by Consent Decree
Appendix E;

WHEREAS, the Trustees acknowledge and agree that under Paragraph 48 of the
Consent Decree, a portion of the NRD Commitment may be used to fund Approved
Restoration Work that would be performed by Glatfelter and/or WTM, if the
Trustees jointly approve a Project Implementation Plan for such Work;

WHEREAS, the Trustees acknowledge and agree that under Paragraph 49 of the
Consent Decree, the remainder of the NRD Commitment will be disbursed to a
Site-specific sub-account within the DOI NRDAR Fund and will be managed by DOI
for the joint benefit and use of the Trustees to pay for Trustee-sponsored
natural resource restoration efforts;

WHEREAS, the Trustees acknowledge and agree that all funds disbursed to
the DOI NRDAR Fund under Paragraph 49 of the Consent Decree shall be used in a
manner consistent

Appendix A - Page 1

with the Trustees' Joint Restoration Plan, and shall be applied toward the costs
of restoration, rehabilitation, or replacement of injured natural resources at
the Site, and/or acquisition of equivalent resources, including but not limited
to any administrative costs and expenses necessary for, and incidental to,
restoration, rehabilitation, replacement, and/or acquisition of equivalent
resources planning, and any restoration, rehabilitation, replacement, and/or
acquisition of equivalent resources undertaken;

WHEREAS, the Trustees acknowledge Subparagraph 102.a of the Consent Decree
and agree that the Trustees shall recognize that Glatfelter and WTM are entitled
to full credit for the NRD Commitment, applied against their liabilities for
natural resource damages relating to the Site; provided, however, that the
credit ultimately recognized shall take into account and shall not include the
amount of any recoveries by Glatfelter and WTM of any portions of such payments
from other liable persons, such as through a recovery under Sections 107 and 113
of CERCLA, 42 U.S.C. Sections 9607 and 9613; the Trustees also acknowledge and
agree that the recognized credit may take into account, as appropriate, the
value of restoration projects funded by the NRD Commitment;

WHEREAS, the Trustees recognize and acknowledge that the Consent Decree
does not include a covenant not to sue Glatfelter or WTM for natural resource
damages, and recognize and acknowledge that the Consent Decree expressly
reserves all rights against Glatfelter and WTM for liability for natural
resource damages relating to the Site; and

WHEREAS, the Trustees understand that Glatfelter and WTM, by entry into
the Consent Decree, have not admitted any liability for natural resource damages
relating to the Site.

NOW THEREFORE BE IT RESOLVED that the Trustees support the proposed
Consent Decree and agree to act in accordance with the Consent Decree, as
specified by this Resolution.

Appendix A - Page 2

FOX RIVER/GREEN BAY NATURAL RESOURCE TRUSTEE COUNCIL
RESOLUTION NO. 4

RESOLUTION REGARDING THE PROPOSED CONSENT DECREE IN UNITED STATES AND THE
STATE OF WISCONSIN v. P. H. GLATFELTER COMPANY AND WTM I COMPANY (E.D. WIS.)

FOR THE UNITED STATES DEPARTMENT OF THE INTERIOR

/s/ Charlie Wooley DATE: 9/16/03
- -------------------------------------------
Charlie Wooley, Assistant Regional Director
U.S. Fish and Wildlife Service, Region 3
in Consultation with NOAA

Appendix A - Page 3

FOX RIVER/GREEN BAY NATURAL RESOURCE TRUSTEE COUNCIL
RESOLUTION NO. 4

RESOLUTION REGARDING THE PROPOSED CONSENT DECREE IN UNITED STATES AND THE
STATE OF WISCONSIN v. P. H. GLATFELTER COMPANY AND WTM I COMPANY (E.D. WIS.)

FOR THE WISCONSIN DEPARTMENT OF NATURAL RESOURCES

/s/ Bruce Baker DATE: 8/18/03
- ---------------------------------
Bruce Baker, Deputy Administrator
Water Division

Appendix A - Page 4

AUGUST 14, 2003

FOX RIVER/GREEN BAY NATURAL RESOURCE TRUSTEE COUNCIL
RESOLUTION NO. 4

RESOLUTION REGARDING THE PROPOSED CONSENT DECREE IN UNITED STATES AND THE
STATE OF WISCONSIN v. P. H. GLATFELTER COMPANY AND WTM I COMPANY (E.D. WIS.)

FOR THE MENOMINEE INDIAN TRIBE OF WISCONSIN

/s/ Gary Besaw
- --------------------------------
Gary Besaw, Vice-Chair DATE: 8-28-03

Appendix A - Page 5

FOX RIVER/GREEN BAY NATURAL RESOURCE TRUSTEE COUNCIL
RESOLUTION NO. 4

RESOLUTION REGARDING THE PROPOSED CONSENT DECREE IN UNITED STATES AND THE
STATE OF WISCONSIN v. P. H. GLATFELTER COMPANY AND WTM I COMPANY (E.D. WIS.)

FOR THE ONEIDA TRIBE OF INDIANS OF WISCONSIN

/s/ Paul Ninham DATE: Aug 22, 2003
- ---------------------------
Paul Ninham, Council Member

Appendix A - Page 6

FOX RIVER/GREEN BAY NATURAL RESOURCE TRUSTEE COUNCIL
RESOLUTION NO. 4

RESOLUTION REGARDING THE PROPOSED CONSENT DECREE IN UNITED STATES AND THE
STATE OF WISCONSIN v. P. H. GLATFELTER COMPANY AND WTM I COMPANY (E.D. WIS.)

FOR THE MICHIGAN TRUSTEES

Michigan Department of Environmental Quality

/s/ William Creal DATE: 8-18-2003
- ----------------------------------------------
William Creal

Michigan Department of Attorney General

/s/ Kathleen Cavanaugh DATE: 8-18-03
- ----------------------------------------------
Kathleen Cavanaugh, Assistant Attorney General

Appendix A - Page 7

CONSENT DECREE APPENDIX B

MANAGEMENT OF THE DISBURSEMENT SPECIAL ACCOUNT

1. Background.

a. The API/NCR Decree. Pursuant to the Consent Decree in United
States and the State of Wisconsin v. Appleton Papers Inc. and NCR Corporation,
Case No. 01-C-0816 (E.D. Wis.), Appleton Papers Inc. and NCR Corporation
(collectively "API/NCR") are obligated to provide the Plaintiffs up to $10
million per year over the four-year term of that Decree (up to $40 million in
total), to be applied toward response action projects and natural resource
damage restoration projects relating the Site. A separate Memorandum of
Agreement among the Plaintiffs and other Inter-Governmental Partners provides
that approximately one-half of the $40 million payable under the API/NCR Decree
shall be used to implement response action projects and that the remainder shall
be used to implement natural resource restoration projects. Funds under that
Decree can also be used as partial funding for larger projects. As set forth in
detail in the API/NCR Decree, within 21 days after the Plaintiffs provide
API/NCR a good faith written estimate of additional funds required for projects
to be performed over the next six months, API/NCR are obligated to provide the
requests funds, subject to the $10 million annual funding limitation. Funding
provided for response action projects under the API/NCR Decree can be deposited
in a Site-specific Superfund Special Account within the EPA Hazardous Substance
Superfund, to be retained and used to conduct or finance response action
projects at or in connection with the Site. As recognized by the API/NCR Decree,
funds paid under that Decree can provide partial funding for projects that are
also funded in part from other funding sources.

b. Plaintiffs' Intention to Devote $10 Million From the API/NCR
Decree for Designated Response Projects in OU1. The Plaintiffs intend to devote
up to $10 million payable under the API/NCR Decree for one or more projects that
will be performed as part of the OU1 Remedial Action (hereinafter "Designated
Response Projects"), as permitted by the API/NCR Decree. Consistent with that
intention, the Plaintiffs shall use their best efforts to have $10 million
available for funding response action projects under the API/NCR Decree
deposited in the Fox River OU1 Disbursement Special Account (the "Disbursement
Special Account"), so that such funds can be used for Designated Response
Projects.

(1) The Plaintiffs and the Settling Defendants will jointly
identify Designated Response Projects, and the Settling Defendants will assist
the Plaintiffs in preparing a good faith estimate of costs required for the
Projects over the next six months.

(2) The Plaintiffs will then make an appropriate request for
the funds from API/NCR and will have such funds deposited in the Disbursement
Special Account, as permitted by the API/NCR Decree.

(3) Allowable RD/RA Costs for Designated Response Projects
shall be paid initially from the Escrow Account described by Consent Decree
Paragraph 11 and Appendix C. Approximately every three months, the Escrow
Account shall then be replenished pursuant to this Appendix B, through a
disbursement from the Disbursement Special Account to the Escrow Account.

Appendix B - Page 1

2. Use of the Disbursement Special Account, Generally. Any funds deposited
in the Disbursement Special Account pursuant to Consent Decree Paragraph 10
shall be managed and disbursed as provided by this Appendix B. This Appendix
shall not apply to any funds other than those deposited in the Disbursement
Special Account pursuant to Consent Decree Paragraph 10, or to any account other
than the Disbursement Special Account.

3. Special Account Disbursements to the Escrow Account. Approximately once
every three months, for so long as a balance remains in the Disbursement Special
Account, the Settling Defendants may request that the Escrow Account be
reimbursed for Allowable RD/RA Costs already paid from the Escrow Account for
Designated Response Projects. Any such request shall be made in a Quarterly
Report submitted to Plaintiffs pursuant to Consent Decree Paragraph 32. Settling
Defendants shall not include in any Quarterly Report costs included in a
previous Quarterly Report if those costs have been previously reimbursed
pursuant to this Appendix. Within 60 days of EPA's receipt of a Quarterly Report
requesting reimbursement of the Escrow Account under this Paragraph, or if EPA
has requested additional information under Consent Decree Subparagraph 32.c or a
revised Quarterly Report under Consent Decree Subparagraph 32.d, within 60 days
of receipt of the additional information or the revised Quarterly Report, and
subject to the conditions set forth in this Appendix, EPA shall disburse the
funds from the Disbursement Special Account to the Escrow Account as
reimbursement of the Allowable RD/RA Costs for the Designated Response Projects.
If the Settling Defendants fail to cure a deficiency in a Quarterly Report that
has been identified by the Response Agencies within 15 business days after being
notified of, and given the opportunity to cure, the deficiency, EPA will
recalculate the Allowable RD/RA Costs eligible for reimbursement and will
disburse the corrected amount to the Escrow Account in accordance with the
procedures in this Appendix. The Settling Defendants may dispute EPA's
recalculation under this Paragraph pursuant to Consent Decree Section XX
(Dispute Resolution). In no event shall funds be disbursed from the Disbursement
Special Account in excess of amounts properly documented in a Quarterly Report
accepted or modified by EPA.

4. Procedure for Special Account Disbursements to Settling Defendants. EPA
shall disburse the funds from the Disbursement Special Account to the Escrow
Account in accordance with written instructions that the Settling Defendants
shall provide EPA after the Effective Date.

5. Termination of Disbursements from the Special Account. EPA's obligation
to disburse funds from the Disbursement Special Account under this Consent
Decree shall terminate upon EPA's determination that Settling Defendants: (i)
have knowingly submitted a materially false or misleading Quarterly Report; (ii)
have submitted a materially inaccurate or incomplete Quarterly Report, and have
failed to correct the materially inaccurate or incomplete Quarterly Report
within 15 business days after being notified of, and given the opportunity to
cure, the deficiency; or (iii) failed to submit a Quarterly Report as required
by Consent Decree Paragraph 32 within 15 business days (or such longer period as
EPA agrees) after being notified that EPA intends to terminate its obligation to
make disbursements pursuant to this Appendix because of Settling Defendants'
failure to submit the Quarterly Report as required by Consent Decree Paragraph
32. EPA's obligation to disburse funds from the Disbursement Special Account
shall also terminate upon EPA's assumption of performance of any portion of the
Response Work pursuant to Consent Decree Paragraph 90, when such assumption of
performance of the Response Work is not challenged by Settling Defendants or, if
challenged, is

Appendix B - Page 2

upheld under Consent Decree Section XX (Dispute Resolution). Settling Defendants
may dispute EPA's termination of special account disbursements under Consent
Decree Section XX (Dispute Resolution).

6. Recapture of Special Account Disbursements. Upon termination of
disbursements from the Disbursement Special Account under Paragraph 5 of this
Appendix, if EPA has previously disbursed funds from the Disbursement Special
Account for activities specifically related to the reason for termination (e.g.,
discovery of a materially false or misleading submission after disbursement of
funds based on that submission), EPA shall submit a bill to Settling Defendants
for those amounts already disbursed from the Disbursement Special Account
specifically related to the reason for termination, plus Interest on that amount
covering the period from the date of disbursement of the funds by EPA to the
date of repayment of the funds by Settling Defendants. Within 30 days of receipt
of EPA's bill, Settling Defendants shall reimburse the Hazardous Substance
Superfund for the total amount billed by a certified or cashier's check or
checks made payable to "EPA Hazardous Substance Superfund" referencing the name
and address of the party making payment, EPA Site/Spill Identification Number
A565, and DOJ Case Number 90-11-2-1045/2. Settling Defendants shall send the
check(s) to:

U.S. Environmental Protection Agency, Region 5
Program Accounting and Analysis Branch
P.O. Box 70753
Chicago, IL 60673

At the time of payment, Settling Defendants shall send notice that payment has
been made to the to DOJ and EPA in accordance with Consent Decree Section XXVIII
(Notices and Submissions) and to:

Financial Management Officer
U.S. Environmental Protection Agency, Region 5
Mail Code MF-10J
77 W. Jackson Blvd.
Chicago, IL 60604

Upon receipt of payment, EPA may deposit all or any portion thereof, in the
Hazardous Substance Superfund, in the Fox River OU1 Disbursement Special
Account, in the Fox River Site Special Account, or in another Site-specific
special account within the Hazardous Substance Superfund. The determination of
where to deposit or how to use the funds shall not be subject to challenge by
Settling Defendants pursuant to the dispute resolution provisions of the Consent
Decree or in any other forum or proceeding. Settling Defendants may dispute
EPA's determination as to recapture of funds pursuant to Consent Decree Section
XX (Dispute Resolution).

7. Balance of Special Account Funds. After Certification of Completion of
Remedial Action by EPA pursuant to Consent Decree Subparagraph 44.b, and after
EPA completes all disbursements to the Escrow Account in accordance with this
Appendix, if any funds remain in the Disbursement Special Account, EPA may
transfer such funds to the Hazardous Substance Superfund, to the Fox River Site
Special Account, or to another Site-specific special account within the
Hazardous Substance Superfund. Upon any Termination Date

Appendix B - Page 3

under Consent Decree Paragraph 98, and after EPA completes all disbursements to
the Escrow Account in accordance with this Appendix, if any funds remain in the
Disbursement Special Account, EPA may transfer such funds to the Hazardous
Substance Superfund, to the Fox River Site Special Account, or to another
Site-specific special account within the Hazardous Substance Superfund. Any
transfer of funds to the Hazardous Substance Superfund, to the Fox River Site
Special Account, or to another Site-specific sub-account within the Hazardous
Substance Superfund shall not be subject to challenge by Settling Defendants
pursuant to the dispute resolution provisions of the Consent Decree or in any
other forum or proceeding.

Appendix B - Page 4

CONSENT DECREE APPENDIX C

ESCROW ACCOUNT MANAGEMENT

1. Escrow Account Establishment. Pursuant to Consent Decree Paragraph 11,
the Settling Defendants shall establish an escrow account trust fund -- to be
known as the Fox River OU1 Escrow Account (the "Escrow Account") -- with a
duly-chartered federally-insured bank (the "Escrow Agent"). The funds in the
Escrow Account shall be held in trust for the performance of certain
requirements of this Consent Decree, and the United States and the State shall
be beneficiaries of the Escrow Account. The Escrow Account may be established
and managed as several accounts or sub-accounts to address the different sources
and uses of the funds paid into the Escrow Account.

2. Escrow Agreement Form and Requirements. The final escrow agreement
shall be provided to the Plaintiffs for approval primarily to ensure that the
escrowed funds will be handled in accordance with this Consent Decree. The
escrow agreement shall instruct and authorize the Escrow Agent to apply, retain,
or use the funds in the Escrow Account (and all interest or other income earned
on funds deposited in the Escrow Account) in order to finance response actions
taken or to be taken at or in connection with OU1 of the Site, but only in
accordance with, and to the extent required by, the governing provisions of the
Consent Decree.

3. Monthly Financial Reports. The escrow agreement shall require that the
Escrow Agent prepare and submit to the Response Agencies' Project Coordinators
designated under the Consent Decree statements every month detailing money
received and disbursed in the preceding month, and the balance in the Escrow
Account on the date of the statement.

4. Disbursements from the Escrow Account, Generally. The Escrow Agent
shall disburse certain funds from the Escrow Account to the United States and
the State as payment of sums due under this Consent Decree and shall disburse
certain other funds from the Escrow Account to the Settling Defendants for
reimbursement of Allowable RD/RA Costs and/or Allowable Restoration Work Costs.
In addition, the Settling Defendants may direct the Escrow Agent to pay
Allowable RD/RA Costs directly to a contractor or subcontractor responsible for
the performance of the Response Work, or to pay Allowable Restoration Work Costs
directly to a contractor or subcontractor responsible for the performance of
Approved Restoration Work.

5. Disbursements from the Escrow Account.

a. Disbursements shall be made from the Escrow Account only for:

(1) payment of amounts due under Consent Decree Subparagraph
53.b (Subsequent Payments and Disbursements for Natural Resource
Restoration);

(2) payment or reimbursement of Allowable RD/RA Costs under
Consent Decree Paragraph 12 (OU1 Remedial Design) and Consent Decree
Paragraph 14 (OU1 Remedial Action);

(3) payment of Specified Future Response Costs payable to
Plaintiffs under Consent Decree Paragraph 54 (Payment of Specified
Future Response Costs);

Appendix C - Page 1

(4) a payment of any or all unexpended funds remaining in the
Escrow Account to the Fox River Site Special Account within the EPA
Hazardous Substance Superfund, to be retained and used to conduct or
finance response actions at or in connection with the Site, or
transferred by EPA to the EPA Hazardous Substance Superfund, in the
event EPA and/or WDNR assume performance of all or any portions of
the Response Work under Consent Decree Paragraph 90 (Response Work
Takeover);

(5) payment or reimbursement of Allowable Restoration Work
Costs for Approved Restoration Work under Consent Decree Paragraph
48;

(6) a partial refund payment to the Settling Defendants after
Certification of Completion of Remedial Action by EPA pursuant to
Consent Decree Subparagraph 44.b, if requested by the Settling
Defendants and approved by EPA, after a determination by EPA that
the partial refund will leave a balance in the account that will be
sufficient to fund the completion of the Response Work;

(7) a refund payment to the Settling Defendants of any and all
unexpended funds remaining in the Escrow Account, after a
determination by the Plaintiffs that all required disbursements from
Escrow Account have been made, after a Termination Date under
Consent Decree Paragraph 98;

(8) a refund payment of any and all unexpended funds remaining
in the Escrow Account, after a determination by the Plaintiffs that
all required disbursements from Escrow Account have been made, in
the event the Plaintiffs withdraw or withhold consent to the Consent
Decree before entry, or the Court declines to enter the Consent
Decree;

(9) a final payment of any and all unexpended funds remaining
in the Escrow Account, after Certification of Completion of the
Response Work by EPA pursuant to Consent Decree Subparagraph 45.b,
either: (i) as a final refund payment to the Settling Defendant, if
a final refund payment is requested by the Settling Defendants
within 180 days after Certification of Completion of the Response
Work; or (ii) as a payment to the Fox River Site Special Account
within the EPA Hazardous Substance Superfund, to be retained and
used to conduct or finance response actions at or in connection with
the Site, or transferred by EPA to the EPA Hazardous Substance
Superfund, if a final refund payment is not requested by Settling
Defendants within 180 days after Certification of Completion of the
Response Work; and

(10) payment of fees, taxes, and expenses under Section 5.3 of
the Escrow Agreement.

b. A disbursement from the Escrow Account shall only be made by the
Escrow Agent after receipt of a duly executed escrow disbursement certificate in
substantially the form attached hereto at Consent Decree Appendix D, Exhibit A
(Form of Escrow Disbursement Certificate for Trustee-Sponsored Natural Resource
Restoration Efforts), Exhibit B (Form of Escrow Disbursement Certificate for
Payment or Reimbursement of Allowable RD/RA Costs),

Appendix C - Page 2

Exhibit C (Form of Escrow Disbursement Certificate for Payment of Specified
Future Response Costs), Exhibit D (Form of Escrow Disbursement Certificate for
Response Work Takeover), Exhibit E (Form of Escrow Disbursement Certificate for
Payment or Reimbursement of Allowable Restoration Costs), Exhibit F (Form of
Escrow Disbursement Certificate for Refund Payment to Settling Defendants), or
Exhibit G (Form of Escrow Disbursement Certificate for Final Payment to Fox
River Site Special Account).

c. Copies of any escrow disbursement certificate submitted to the
Escrow Agent shall be submitted to all other Parties to this Consent Decree in
accordance with Consent Decree Section XXVIII (Notices and Submissions), and
shall be submitted to the other Parties in the same manner and on the same day
that the escrow disbursement certificate is submitted to the Escrow Agent. No
disbursement from the Escrow Account shall be made in response to an escrow
disbursement certificate unless: (i) at least 10 business day have elapsed since
the Escrow Agent received the escrow disbursement certificate; and (ii) the
Escrow Agent has not received written notice within those 10 business days that
a Party to this Consent Decree objects to the requested disbursement and has
invoked the dispute resolution procedures under Consent Decree Section XX
(Dispute Resolution) to resolve the objection.

6. Disbursements for Natural Resource Restoration. Beyond the $500,000
initial payment for Trustee-sponsored natural resource damage restoration
efforts required by Consent Decree Subparagraph 53.a, an additional $2,500,000
deposited in the Escrow Account shall be earmarked and dedicated for natural
resource restoration relating to the Site, as the remainder of the NRD
Commitment. That $2,500,000 shall be disbursed from the Escrow Account as set
forth in the following Subparagraphs: (i) for payment or reimbursement of
Allowable Restoration Work Costs incurred for Approved Restoration Work to be
performed by the Settling Defendants under Consent Decree Paragraph 48; and/or
(ii) for payment to a Site-specific sub-account within the DOI NRDAR Fund, to
finance Trustee-sponsored natural resource damage restoration efforts under
Consent Decree Paragraph 49.

a. Disbursements shall be made from the Escrow Account in accordance
with Consent Decree Paragraph 11 and Consent Decree Paragraph 48 for payment or
reimbursement of Allowable Restoration Work Costs incurred for Approved
Restoration Work to be performed by the Settling Defendants.

b. By no later than December 1, 2004, the following additional
amount shall be disbursed from the Escrow Account to a Site-specific sub-account
within the NRDAR Fund: $1,250,000 less the total amount of all disbursements
from the Escrow Account for Allowable Restoration Work Costs through September
30, 2004.

c. By no later than December 1, 2005, the following additional
amount shall be disbursed from the Escrow Account to a Site-specific sub-account
within the NRDAR Fund: $1,250,000 less the total amount of all disbursements
from the Escrow Account for Allowable Restoration Work Costs between October 1,
2004 and September 30, 2005.

7. Disbursements for Specified Future Response Costs. Except for costs
under Consent Decree Section XV (Emergency Response) that are payable under
Consent Decree Subparagraph 54.a.(2), all Specified Future Response Costs
incurred and billed by the United States and/or the State before Certification
of Completion of Remedial Action by EPA pursuant

Appendix C - Page 3

to Consent Decree Subparagraph 44.b shall be reimbursed from the Escrow Account,
to the extent that such costs are not inconsistent with the National Contingency
Plan. The procedures to be used for billing and reimbursing such Specified
Future Response Costs are specified by the following Subparagraphs.

a. EPA Reimbursement. On a periodic basis, the United States will
send Settling Defendants a cost summary that includes an EPA cost summary,
showing direct and indirect costs incurred by EPA and its contractors, and a DOJ
cost summary, showing costs incurred by DOJ and its contractors, if any. At any
time after the bill has been sent to the Settling Defendants, the United States
may submit a duly executed escrow disbursement certificate requesting that the
Escrow Agent disburse the billed amount to EPA, subject to the dispute
procedures established by pursuant to Consent Decree Paragraph 68 and Section XX
(Dispute Resolution) of the Consent Decree.

b. State Reimbursement. On a periodic basis, the State will send
Settling Defendants a cost summary that includes a WDNR cost summary, showing
direct and indirect costs incurred by WDNR and its contractors, and a WDOJ cost
summary, showing costs incurred by WDOJ and its contractors, if any. At any time
after the bill has been sent to the Settling Defendants, the State may submit a
duly executed escrow disbursement certificate requesting that the Escrow Agent
disburse the billed amount to the State, subject to the dispute procedures
established by Consent Decree Paragraph 68 and Section XX (Dispute Resolution)
of the Consent Decree.

8. Disbursements for the Remedial Design

a. Settling Defendant WTM I Company shall be entitled to seek
disbursements from the Escrow Account for payment or reimbursement up to $2
million in response costs incurred in performing its obligations under the July
2003 AOC and Consent Decree Paragraph 12, as Allowable RD/RA Costs. If the costs
of performing the work required under the June 2003 AOC and Consent Decree
Paragraph 12 exceed $2 million, then Settling Defendant WTM I Company shall
continue to perform and shall complete such work at its own expense, without
additional reimbursement from the Escrow Account.

b. The Plaintiffs shall be entitled to seek disbursements from the
Escrow Account for payment of all response costs incurred by Plaintiffs in
overseeing the components of the Response Work performed under the July 2003 AOC
and Consent Decree Paragraph 12, as Specified Future Response Costs.

Appendix C - Page 4

CONSENT DECREE APPENDIX D

FORM OF
ESCROW AGREEMENT
FOR THE FOX RIVER OU1 ESCROW ACCOUNT

THIS ESCROW AGREEMENT for the Fox River OU1 Escrow Account (the "Escrow
Account") is effective as of ______________, ___________, by and among P. H.
Glatfelter Company ("Glatfelter") and WTM I Company ("WTM") and ___________ (the
"Escrow Agent"). The following parties are the beneficiaries of this Escrow
Agreement and the Escrow Account established and managed hereunder (collectively
the "Beneficiaries"): (i) the United States of America (the "United States") (on
behalf of the U.S. Environmental Protection Agency ("EPA") and the U.S.
Department of the Interior ("DOI")); and (ii) the State of Wisconsin (the
"State") (on behalf of the Wisconsin Department of Natural Resources ("WDNR")).

WHEREAS, the United States and the State have filed an action, captioned
United States and the State of Wisconsin v. P. H. Glatfelter Company and WTM I
Company (E.D. Wis.) (the "Litigation"), pursuant to Sections 106 and 107 of the
Comprehensive Environmental Response, Compensation, and Liability Act
("CERCLA"), 42 U.S.C. Sections 9606 and 9607;

WHEREAS, the Plaintiffs' Complaint in the Litigation seeks, inter alia:
(i) reimbursement of certain response costs incurred and to be incurred by the
United States and the State for response actions at Operable Unit 1 ("OU1") of
the Lower Fox River and Green Bay Site (the "Site") in Northeastern Wisconsin,
together with accrued interest; and (ii) performance of response work by the
defendants at OU1 of the Site, consistent with the National Contingency Plan, 40
C.F.R. Part 300 (as amended);

WHEREAS, the United States, the State, Glatfelter, and WTM have negotiated
a Consent Decree in the Litigation memorializing a settlement of claims on
specified terms;

WHEREAS, the appropriate natural resource trustees (the "Trustees"), as
represented by the Fox River/Green Bay Natural Resource Trustee Council,
participated in the negotiation of the Consent Decree, and support the Consent
Decree, as indicated by the Trustee Council Resolution attached as Appendix A to
the Consent Decree;

WHEREAS, the Consent Decree requires that Glatfelter and WTM establish an
interest-bearing escrow account trust fund - to be known as the Fox River OU1
Escrow Account - and make specified payments into the Escrow Account as
financial assurance for certain obligations under the Consent Decree, including
for performance of response activities and natural resource restoration efforts;

WHEREAS, the United States and the State will benefit from the funding and
performance of response activities and natural resource restoration efforts to
be funded and performed under the Consent Decree;

Appendix D - Page 1

NOW, THEREFORE, in consideration of the promises and of other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

Section 1. Establishment and Funding of Escrow Account.

The terms "Fox River OU1 Escrow Account" and "Escrow Account" shall mean
escrow account established by this Escrow Agreement to receive, hold, and
disburse funds to be used for payment and reimbursement of particular categories
of Site-related response costs and natural resource restoration costs under the
Consent Decree. The Escrow Account may be established and managed as several
accounts or sub-accounts to address the different sources and uses of the funds
paid into the Escrow Account. Glatfelter and WTM shall each pay a total of
$26,250,000 into the Escrow Account in accordance with the schedule specified by
Consent Decree Subparagraph 50.a. In addition, EPA will use best efforts in
seeking to have an additional $10,000,000 deposited in the Escrow Account
pursuant to Consent Decree Paragraph 10 and Consent Decree Appendix B. Finally,
Glatfelter and WTM may elect to deposit additional funds in the Escrow Account
pursuant to Consent Decree Paragraph 98.d.(ii), but they have no obligation to
do so under the Consent Decree. Glatfelter and WTM hereby absolutely and
irrevocably assign, convey, and transfer to the Escrow Account and its
successors and assigns, for the benefit of the Beneficiaries, all funds
deposited in the Escrow Account (as well as all interest and income earned on
the funds deposited in the Escrow Account), subject only to certain provisions
of this Escrow Agreement (namely Subsections 4.a.(2), 4.a.(5), and 4.a.(6)) and
certain provisions of the Consent Decree (namely Subparagraph 14.a.(2),
Subparagraph 48.c, Paragraph 51, Paragraph 113, and Consent Decree Appendix C).

Section 2. Purpose.

The purpose of the Escrow Account is to receive and hold funds in an
interest-bearing account, and to disburse those funds for payment and
reimbursement of particular categories of Site-related response costs and
natural resource restoration costs under the Consent Decree. The Escrow Agent
shall hold, invest, and reinvest all funds deposited in the Escrow Account under
this Escrow Agreement and shall disburse funds only as provided by this Escrow
Agreement.

Section 3. Beneficial Interest.

All funds deposited into the Escrow Account shall be held in trust for
the benefit of the Beneficiaries, subject to disbursement as provided by
Section 4 of this Escrow Agreement.

Section 4. Disbursements from the Escrow Account.

a. The Escrow Agent shall only make disbursements from the Escrow Account
for:

(1) Payments to a Site-specific sub-account within the DOI Natural
Resource Damage and Restoration Fund under the Consent Decree for
Trustee-sponsored natural resource damage restoration efforts, after
receipt of a duly-executed escrow disbursement

Appendix D - Page 2

certificate in substantially the form attached hereto as Exhibit A (Form
of Escrow Disbursement Certificate for Trustee-Sponsored Natural Resource
Restoration Efforts);

(2) Payments to Glatfelter, to WTM, and/or to their designated
contractors or subcontractors, for payment or reimbursement of Allowable
RD/RA Costs under the Consent Decree, after receipt of a duly-executed
escrow disbursement certificate in substantially the form attached hereto
as Exhibit B (Form of Escrow Disbursement Certificate for Payment or
Reimbursement of Allowable RD/RA Costs);

(3) Payments to the United States and/or to the State for payment of
Specified Future Response Costs under the Consent Decree, after receipt of
a duly-executed escrow disbursement certificate in substantially the form
attached hereto as Exhibit C (Form of Escrow Disbursement Certificate for
Payment of Specified Future Response Costs);

(4) In the event EPA and/or WDNR assume performance of all or any
portions of the Response Work under Consent Decree Paragraph 90 (Response
Work Takeover), payment of any or all unexpended funds remaining in the
Escrow Account to the Fox River Site Special Account within the EPA
Hazardous Substance Superfund to be retained and used to conduct or
finance response actions at or in connection with the Site, or transferred
by EPA to the EPA Hazardous Substance Superfund, after receipt of a
duly-executed escrow disbursement certificate in substantially the form
attached hereto as Exhibit D (Form of Escrow Disbursement Certificate for
Response Work Takeover);

(5) Payments to Glatfelter, to WTM, and/or to their designated
contractors or subcontractors, for payment or reimbursement of Allowable
Restoration Work Costs under the Consent Decree, after receipt of a
duly-executed escrow disbursement certificate in substantially the form
attached hereto as Exhibit E (Form of Escrow Disbursement Certificate for
Payment or Reimbursement of Allowable Restoration Work Costs);

(6) Payments to Glatfelter and/or to WTM for any refund payments to
the Settling Defendants under Subparagraphs 5.a.(6) through 5.a.(9).(i) of
Consent Decree Appendix C, after receipt of a duly-executed escrow
disbursement certificate in substantially the form attached hereto as
Exhibit F (Form of Escrow Disbursement Certificate for Refund Payment to
Settling Defendants);

(7) A payment of any and all unexpended funds remaining in the
Escrow Account to the Fox River Site Special Account within the EPA
Hazardous Substance Superfund to be retained and used to conduct or
finance response actions at or in connection with the Site, or transferred
by EPA to the EPA Hazardous Substance Superfund, for any final payment
under Subparagraph 5.a.(9).(ii) of Consent Decree Appendix C, after
receipt of a duly executed escrow disbursement certificate in
substantially the form attached hereto as Exhibit G (Form of Escrow
Disbursement Certificate for Final Payment to Fox River Site Special
Account); and

Appendix D - Page 3

(8) payments of fees, taxes, and expenses under Section 5.3 of this
Escrow Agreement.

b. Any Party to the Consent Decree that submits an escrow disbursement
certificate to the Escrow Agent shall submit copies of the escrow disbursement
certificate to all other Parties to the Consent Decree in accordance with
Consent Decree Section XXVIII (Notices and Submissions) and Section 6.6 of this
Escrow Agreement. The escrow disbursement certificate shall be submitted to the
other Parties to the Consent Decree in the same manner and on the same day that
the escrow disbursement certificate is submitted to the Escrow Agent.

c. The Escrow Agent shall not make any disbursement from the Escrow
Account in response to an escrow disbursement certificate unless: (i) at least
10 business day have elapsed since the Escrow Agent received the escrow
disbursement certificate; and (ii) the Escrow Agent has not received written
notice within those 10 business days that a Party to the Consent Decree objects
to the requested disbursement and has invoked the dispute resolution procedures
under Consent Decree Section XX (Dispute Resolution) to resolve the objection.

Section 5. Escrow Agent.

Section 5.1. Duties. The Escrow Agent's obligations and duties in
connection herewith are limited to those specifically enumerated in this Escrow
Agreement. The Escrow Agent shall at all times hold and invest the assets of the
Escrow Account in a manner designed to achieve the maximum investment return
possible, but to preserve the principal of the Escrow Account. Consistent with
that capital-preservation objective, the Escrow Agent shall invest and reinvest
the principal and income of the Escrow Account in securities of the United
States Government or an agency thereof, obligations secured or insured by the
United States Government, common trust funds or money market funds investing in
investment grade short-term municipal bonds or annuities purchased from
insurance companies having assets greater than $10 billion, or mutual funds
investing exclusively in such securities or obligations. The Escrow Agent shall
render a written statement every month identifying each financial instrument in
which the Escrow Agent has invested any portion of the Escrow Account, the
amount of each such investment, any change in the amount in the Escrow Account
since the date of the previous statement, and all transactions entered by the
Escrow Agent since the last statement (including investments, reinvestments, or
disbursements) involving funds of the Escrow Account. Monthly statements shall
be delivered to the persons identified in Section 6.6 below.

Section 5.2. Receipt. The Escrow Agent shall acknowledge its receipt of
amounts deposited into the Escrow Account by sending written notice, within 5
business days of such receipt, to the persons identified in Section 6.6 below.

Section 5.3. Fees, Taxes, and Expenses. The Escrow Agent's fees, if any,
shall be paid solely out of the Escrow Account. Interest earned on all funds in
the Escrow Account shall first be applied to defray any account fees. The fees
agreed to be paid are intended as full compensation for the Escrow Agent's
services as contemplated by this Escrow Agreement; provided, however, that if
the conditions of this Escrow Agreement are not fulfilled or the

Appendix D - Page 4

Escrow Agent renders any material service not contemplated in this Escrow
Agreement, or there is any assignment of interest in the subject matter of this
Escrow Agreement, or any material modification hereof, or if any material
controversy arises hereunder, or the Escrow Agent is made a party to or
justifiably intervenes in any litigation pertaining to this Escrow Agreement, to
the subject matter hereto, the Escrow Agent shall be reasonably compensated out
of the Escrow Account for such extraordinary services and reimbursed for all
costs and expenses, including reasonable attorneys' fees, occasioned by any
delay, controversy, litigation, or event. The Escrow Agent shall notify the
persons identified in Section 6.6 below, in writing, of Escrow Agent's fees or
expenses at least 45 days prior to the reimbursement of such extraordinary fees
or expenses from the Escrow Account; in the event Glatfelter, WTM, or the
Beneficiaries dispute the amount of the Escrow Agent's fees or expenses within
30 days of receipt of notice, the disputed fees or expenses shall not be paid
unless all parties agree in writing. Any taxes due on interest earned on Escrow
Account deposits, and any tax preparation fees, shall be paid from the Escrow
Account. Glatfelter, WTM, and the Beneficiaries shall have the right to comment
on any tax returns prepared on behalf of the Escrow Agent for the Escrow Account
at least 30 days prior to the filing deadline.

Section 5.4. Successor Escrow Agent. The Escrow Agent shall have the right
to resign as escrow agent hereunder by delivering at least 30 days' prior notice
in writing to the parties identified in Section 6.6. Glatfelter, WTM, and the
Beneficiaries shall have the right to remove the Escrow Agent at any time by
joint written notice delivered to the Escrow Agent. If the Escrow Agent resigns
or is removed, a successor escrow agent shall be appointed by mutual agreement
of Glatfelter, WTM, and the Beneficiaries, and such resignation or removal shall
take effect no later than the effective date of the resignation or removal of
the Escrow Agent who resigns or is being removed. Any successor escrow agent at
any time serving hereunder shall be entitled to all rights, powers, and
indemnities granted to the Escrow Agent hereunder as if originally named herein.

Section 5.5. Liability of Escrow Agent. So long as it acts in good faith
and in the exercise of its best judgment, the Escrow Agent shall not be in any
manner liable or responsible for the sufficiency, correctness, genuineness, or
validity of any instruments deposited with it or with reference to the form of
execution thereof, or the identity, authority, or rights of any person executing
or depositing same, and the Escrow Agent shall not be liable for any loss that
may occur by reason of forgery, false representation, or the exercise of its
discretion in any particular manner or for any other reason, except for its own
negligence, gross negligence, willful misconduct, bad faith, or breach of this
Escrow Agreement. Except in instances of the Escrow Agent's own negligence,
gross negligence or willful misconduct, Glatfelter and WTM shall indemnify,
defend, and hold the Escrow Agent harmless from any demands, suits or causes of
action arising out of this Escrow Agreement.

Section 6. Miscellaneous.

Section 6.1. Binding Effect. This Escrow Agreement shall be binding upon
Glatfelter, WTM, and the Escrow Agent and their respective successors and
assigns.

Appendix D - Page 5

Section 6.2. Severability. If any section of this Escrow Agreement, or
portion thereof, shall be adjudged illegal, invalid, or unenforceable, such
illegality, invalidity, or unenforceability shall not affect the legality,
validity, or enforceability of this Escrow Agreement, as a whole, or of any
other section or portion thereof not so adjudged.

Section 6.3. Effective Date. This Escrow Agreement shall become effective
upon the execution of this Escrow Agreement by Glatfelter, WTM, and the Escrow
Agent.

Section 6.4. Governing Law. This Escrow Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Wisconsin.

Section 6.5. Interpretation. As used in this Escrow Agreement, words in
the singular include the plural and words in the plural include the singular;
the masculine and neuter genders shall be deemed to include the masculine,
feminine and neuter. The section headings contained in this Escrow Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Escrow Agreement.

Section 6.6. Notices. Any notice, request, instruction, or other document
to be given hereunder by a party hereto or by any or all of the Beneficiaries
shall be in writing, shall be given to all other parties hereunder and to the
Beneficiaries, and shall be deemed to have been given: (i) when received if
given in person, (ii) on the date of transmission if sent by confirmed telex,
facsimile, or other wire transmission, or (iii) four business days after being
deposited in the United States mail postage prepaid:

If to the Beneficiaries, addressed as follows:

[Name, address, facsimile, and e-mail]

and

[Name, address, facsimile, and e-mail]

If to Glatfelter and WTM, addressed as follows:

[Name, address, facsimile, and e-mail]

and

[Name, address, facsimile, and e-mail]

If to the Escrow Agent, addressed as follows:

[Name, address, facsimile, and e-mail]

Appendix D - Page 6

or to such other individual or address as a party hereto or the Beneficiaries
may designate for itself by notice given as herein provided.

Section 6.7. No Limitation. The parties hereto agree that the rights and
remedies of the parties hereunder shall not operate to limit any other rights
and remedies otherwise available to the parties.

Section 6.8. Counterparts. This Escrow Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

Section 6.9. Modification. This Escrow Agreement may be modified only by a
written instrument signed by each of the parties hereto, and approved in writing
by the Beneficiaries.

Section 6.10. Termination. If not sooner terminated pursuant to the terms
hereof, this Escrow Agreement shall terminate upon disbursement of all of the
funds held in the Escrow Account, and may be terminated prior to that date by
written mutual consent signed by Glatfelter, WTM, and the Beneficiaries.

IN WITNESS WHEREOF, the parties hereto have executed their Escrow
Agreement as of the date first written above.

P. H. Glatfelter Company

By:
----------------------
Its:
----------------------

WTM I Company

By:
----------------------
Its:
----------------------

---------------------------

By:
----------------------
Its:
----------------------

Appendix D - Page 7

EXHIBIT A TO ESCROW AGREEMENT: FORM OF ESCROW DISBURSEMENT CERTIFICATE FOR
TRUSTEE-SPONSORED NATURAL RESOURCE RESTORATION EFFORTS

ESCROW DISBURSEMENT CERTIFICATE
UNDER ESCROW AGREEMENT SUBSECTION 4.a.(1)

Reference is made to that certain Escrow Agreement for the Fox River OU1
Escrow Account (the "Escrow Account"), dated ___________, by and among P. H.
Glatfelter Company, WTM I Company, and ___________(the "Escrow Agent'), with the
following beneficiaries (collectively the "Beneficiaries"): (i) the United
States of America (the "United States") (on behalf of the U.S. Environmental
Protection Agency ("EPA") and the U.S. Department of the Interior ("DOI")); and
(ii) the State of Wisconsin (the "State") (on behalf of the Wisconsin Department
of Natural Resources ("WDNR")).

DOI and WDNR hereby certify as follows:

This Escrow Disbursement Certificate is submitted pursuant to Subsection
4.a.(l) of the Escrow Agreement and Appendix C of the Consent Decree in the case
captioned United States and the State of Wisconsin v. P. H. Glatfelter Company
and WTM I Company (E.D. Wis.). This disbursement is sought for Trustee-sponsored
natural resource restoration efforts under Consent Decree Paragraph 49.

NO SOONER THAN 10 BUSINESS DAYS AFTER YOUR RECEIPT OF THIS CERTIFICATE,
YOU ARE INSTRUCTED TO DISBURSE $_______ TO THE FOX RIVER SITE ACCOUNT
WITHIN DOI'S NATURAL RESOURCE DAMAGE ASSESSMENT AND RESTORATION FUND. THE
DISBURSEMENT SHOULD BE MADE IN ACCORDANCE WITH THE PAYMENT INSTRUCTIONS
ATTACHED HERETO.

YOU ARE INSTRUCTED NOT TO DISBURSE ANY FUNDS PURSUANT TO THIS CERTIFICATE
IF YOU RECEIVE WRITTEN NOTICE WITHIN 10 BUSINESS DAYS OF YOUR RECEIPT OF
THIS CERTIFICATE THAT GLATFELTER AND/OR WTM DISPUTE THE DISBURSEMENT
REQUEST CONTAINED IN THIS CERTIFICATE, AS PROVIDED BY ESCROW AGREEMENT
SUBSECTION 4.c AND CONSENT DECREE SECTION XX (DISPUTE RESOLUTION).

This Certificate constitutes DOI Disbursement Certificate No. ________ (with a
separate sequential number to be assigned to each separate Certificate).

BY:

- -------------------------------- -----------------------------------------
Assistant Regional Director and Deputy Administrator, Division of Water
U.S. Fish and Wildlife Service, Wisconsin Department of Natural Resources
Region 3

DATE: ______________ DATE: _____________

Appendix D - Page 8

EXHIBIT B TO ESCROW AGREEMENT: FORM OF ESCROW DISBURSEMENT CERTIFICATE FOR
PAYMENT OR REIMBURSEMENT OF ALLOWABLE RD/RA COSTS

ESCROW DISBURSEMENT CERTIFICATE
UNDER ESCROW AGREEMENT SUBSECTION 4.a.(2)

Reference is made to that certain Escrow Agreement for the Fox River OU1
Escrow Account (the "Escrow Account"), dated __________, by and among P. H.
Glatfelter Company ("Glatfelter"), WTM I Company (WTM"), and __________ (the
"Escrow Agent'), with the following beneficiaries (collectively the
"Beneficiaries"): (i) the United States of America (the "United States") (on
behalf of the U.S. Environmental Protection Agency ("EPA") and the U.S.
Department of the Interior ("DOI")); and (ii) the State of Wisconsin (the
"State") (on behalf of the Wisconsin Department of Natural Resources ("WDNR")).

Glatfelter and WTM hereby certify as follows:

This Escrow Disbursement Certificate is submitted pursuant to Subsection
4.a.(2) of the Escrow Agreement and Appendix C of the Consent Decree in the case
captioned United States and the State of Wisconsin v. P. H. Glatfelter Company
and WTM I Company (E.D. Wis.). This disbursement is sought for payment or
reimbursement of Allowable RD/RA Costs under the Consent Decree.

NO SOONER THAN 10 BUSINESS DAYS AFTER YOUR RECEIPT OF THIS CERTIFICATE,
YOU ARE INSTRUCTED TO DISBURSE THE AMOUNTS SPECIFIED BELOW TO GLATFELTER,
TO WTM, AND/OR TO THEIR DESIGNATED CONTRACTORS OR SUBCONTRACTORS, AS
SPECIFIED BELOW:

DISBURSE $___________________ TO ___________________.

THE DISBURSEMENTS SHOULD BE MADE IN ACCORDANCE WITH THE PAYMENT
INSTRUCTIONS ATTACHED HERETO.

YOU ARE INSTRUCTED NOT TO DISBURSE ANY FUNDS PURSUANT TO THIS CERTIFICATE
IF YOU RECEIVE WRITTEN NOTICE WITHIN 10 BUSINESS DAYS OF YOUR RECEIPT OF
THIS CERTIFICATE THAT THE UNITED STATES AND/OR THE STATE DISPUTE THE
DISBURSEMENT REQUEST CONTAINED IN THIS CERTIFICATE, AS PROVIDED BY ESCROW
AGREEMENT SUBSECTION 4.c AND CONSENT DECREE SECTION XX (DISPUTE
RESOLUTION).

This Certificate constitutes Glatfelter/WTM Disbursement Certificate No.____
(with a separate sequential number to be assigned to each separate Certificate).

BY:

- -------------------------------- -----------------------------------------
[ ] and [ ]
For P. H. Glatfelter Company For WTM I Company

DATE: _____________ DATE: ________________

Appendix D - Page 9

EXHIBIT C TO ESCROW AGREEMENT: FORM OF ESCROW DISBURSEMENT CERTIFICATE FOR
PAYMENT OF SPECIFIED FUTURE RESPONSE COSTS

ESCROW DISBURSEMENT CERTIFICATE
UNDER ESCROW AGREEMENT SUBSECTION 4.a.(3)

Reference is made to that certain Escrow Agreement for the Fox River OU1
Escrow Account (the "Escrow Account"), dated __________, by and among P. H.
Glatfelter Company ("Glatfelter"), WTM I Company (WTM"), and ________ (the
"Escrow Agent'), with the following beneficiaries (collectively the
"Beneficiaries"): (i) the United States of America (the "United States") (on
behalf of the U.S. Environmental Protection Agency ("EPA") and the U.S.
Department of the Interior ("DOI")); and (ii) the State of Wisconsin (the
"State") (on behalf of the Wisconsin Department of Natural Resources ("WDNR")).

The party submitting this Certificate hereby certifies as follows:

This Escrow Disbursement Certificate is submitted pursuant to Subsection
4.a.(3) of the Escrow Agreement and Appendix C of the Consent Decree in the case
captioned United States and the State of Wisconsin v. P. H. Glatfelter Company
and WTM I Company (E.D. Wis.). This disbursement is sought for payment of
Specified Future Response Costs under the Consent Decree.

NO SOONER THAN 10 BUSINESS DAYS AFTER YOUR RECEIPT OF THIS CERTIFICATE,
YOU ARE INSTRUCTED TO DISBURSE THE AMOUNT SPECIFIED BELOW TO EPA OR TO
WDNR, AS SPECIFIED BELOW:

- DISBURSE $__________ TO THE FOX RIVER SITE SPECIAL ACCOUNT WITHIN
THE EPA HAZARDOUS SUBSTANCE SUPERFUND. This Certificate constitutes
EPA Disbursement Certificate No._______ (with a separate sequential
number to be assigned to each separate Certificate).

- DISBURSE $___________ TO THE WDNR. This Certificate constitutes WDNR
Disbursement Certificate No._________ (with a separate sequential
number to be assigned to each separate Certificate).

THE DISBURSEMENT SHOULD BE MADE IN ACCORDANCE WITH THE PAYMENT
INSTRUCTIONS ATTACHED HERETO.

BY:

- -------------------------------- -----------------------------------------
Director, Superfund Division, or Deputy Administrator, Division of Water
Region 5 U.S. Environmental Wisconsin Department of Natural Resources
Protection Agency

DATE: _____________ DATE:______________

Appendix D - Page 10

EXHIBIT D TO ESCROW AGREEMENT: FORM OF ESCROW DISBURSEMENT CERTIFICATE FOR
RESPONSE WORK TAKEOVER

ESCROW DISBURSEMENT CERTIFICATE
UNDER ESCROW AGREEMENT SUBSECTION 4.a.(4)

Reference is made to that certain Escrow Agreement for the Fox River OU1
Escrow Account (the "Escrow Account"), dated _________, by and among P. H.
Glatfelter Company ("Glatfelter"), WTM I Company (WTM"), and ___________ (the
"Escrow Agent'), with the following beneficiaries (collectively the
"Beneficiaries"): (i) the United States of America (the "United States") (on
behalf of the U.S. Environmental Protection Agency ("EPA") and the U.S.
Department of the Interior ("DOI")); and (ii) the State of Wisconsin (the
"State") (on behalf of the Wisconsin Department of Natural Resources ("WDNR")).

EPA hereby certifies as follows:

This Escrow Disbursement Certificate is submitted pursuant to Subsection
4.a.(4) of the Escrow Agreement and Appendix C of the Consent Decree in the case
captioned United States and the State of Wisconsin v. P. H. Glatfelter Company
and WTM I Company (E.D. Wis.). This disbursement is sought because EPA and/or
the State have assumed performance of all or any portions of the Response Work
under Consent Decree Paragraph 90 (Response Work Takeover).

No SOONER THAN 10 BUSINESS DAYS AFTER YOUR RECEIPT OF THIS CERTIFICATE,
YOU ARE INSTRUCTED TO DISBURSE $________ FROM THE ESCROW ACCOUNT TO THE
FOX RIVER SITE SPECIAL ACCOUNT WITHIN THE EPA HAZARDOUS SUBSTANCE
SUPERFUND. THE DISBURSEMENT SHOULD BE MADE IN ACCORDANCE WITH THE PAYMENT
INSTRUCTIONS ATTACHED HERETO.

This Certificate constitutes EPA Disbursement Certificate No._____ (with a
separate sequential number to be assigned to each separate Certificate).

BY:

- --------------------------------------
Director, Superfund Division, Region 5
U.S. Environmental Protection Agency

DATE:______________

Appendix D - Page 11

EXHIBIT E TO ESCROW AGREEMENT: FORM OF ESCROW DISBURSEMENT CERTIFICATE FOR
PAYMENT OR REIMBURSEMENT OF ALLOWABLE RESTORATION WORK COSTS

ESCROW DISBURSEMENT CERTIFICATE
UNDER ESCROW AGREEMENT SUBSECTION 4.a.(5)

Reference is made to that certain Escrow Agreement for the Fox River OU1
Escrow Account (the "Escrow Account"), dated ________, by and among P. H.
Glatfelter Company ("Glatfelter"), WTM I Company (WTM"), and ____________ (the
"Escrow Agent'), with the following beneficiaries (collectively the
"Beneficiaries"): (i) the United States of America (the "United States") (on
behalf of the U.S. Environmental Protection Agency ("EPA") and the U.S.
Department of the Interior ("DOI")); and (ii) the State of Wisconsin (the
"State") (on behalf of the Wisconsin Department of Natural Resources ("WDNR")).

Glatfelter and WTM hereby certify as follows:

This Escrow Disbursement Certificate is submitted pursuant to Subsection
4.a.(5) of the Escrow Agreement and Appendix C of the Consent Decree in the case
captioned United States and the State of Wisconsin v. P. H. Glatfelter Company
and WTM I Company (E.D. Wis.). This disbursement is sought for payment or
reimbursement of Allowable Restoration Work Costs under the Consent Decree.

DISBURSE $___________________ TO ____________________.

THE DISBURSEMENTS SHOULD BE MADE IN ACCORDANCE WITH THE PAYMENT
INSTRUCTIONS ATTACHED HERETO.

This Certificate constitutes Glatfelter/WTM Disbursement Certificate
No.____ (with a separate sequential number to be assigned to each separate
Certificate).

BY:

- ------------------------------ ---------------------------
[ ] and [ ]
For P. H. Glatfelter Company For WTM I Company

DATE: ____________________ DATE: __________________

Appendix D - Page 12

EXHIBIT F TO ESCROW AGREEMENT: FORM OF ESCROW DISBURSEMENT CERTIFICATE FOR
REFUND PAYMENTS TO SETTLING DEFENDANTS

ESCROW DISBURSEMENT CERTIFICATE
UNDER ESCROW AGREEMENT SUBSECTION 4.a.(6)

Reference is made to that certain Escrow Agreement for the Fox River OU1
Escrow Account (the "Escrow Account"), dated ________________, by and among P.
H. Glatfelter Company ("Glatfelter"), WTM I Company (WTM"), and
_____________________ (the "Escrow Agent'), with the following beneficiaries
(collectively the "Beneficiaries"): (i) the United States of America (the
"United States") (on behalf of the U.S. Environmental Protection Agency ("EPA")
and the U.S. Department of the Interior ("DOI")); and (ii) the State of
Wisconsin (the "State") (on behalf of the Wisconsin Department of Natural
Resources ("WDNR")).

Glatfelter and WTM hereby certify as follows:

This Escrow Disbursement Certificate is submitted pursuant to Subsection
4.a.(6) of the Escrow Agreement and Appendix C of the Consent Decree in the case
captioned United States and the State of Wisconsin v. P. H. Glatfelter Company
and WTM I Company (E.D. Wis.). This disbursement is sought for a refund payment
of some or all funds remaining in the Escrow Account, as permitted by the
Consent Decree.

NO SOONER THAN 10 BUSINESS DAYS AFTER YOUR RECEIPT OF THIS CERTIFICATE,
YOU ARE INSTRUCTED DISBURSE THE AMOUNTS SPECIFIED BELOW TO GLATFELTER
AND/OR TO WTM, AS SPECIFIED BELOW:

_ DISBURSE $___________ TO GLATFELTER AND DISBURSE $__________ TO WTM
AS PARTIAL REFUND PAYMENTS UNDER SUBPARAGRAPH 5.a.(6) OF CONSENT
DECREE APPENDIX C; OR

_ DISBURSE $____________TO GLATFELTER AND DISBURSE $___________ TO WTM
AS REFUND PAYMENTS UNDER SUBPARAGRAPH 5.a.(7), 5.a.(8), OR
5.a.(9).(i) OF CONSENT DECREE APPENDIX C.

THE DISBURSEMENTS SHOULD BE MADE IN ACCORDANCE WITH THE PAYMENT
INSTRUCTIONS ATTACHED HERETO.

This Certificate constitutes Glatfelter/WTM Disbursement Certificate No._____
(with a separate sequential number to be assigned to each separate Certificate).

BY:

- ------------------------------ ---------------------------
[ ] and [ ]
For P. H. Glatfelter Company For WTM I Company

DATE: _____________________ DATE: ____________________

Appendix D - Page 13

EXHIBIT G TO ESCROW AGREEMENT: FORM OF ESCROW DISBURSEMENT CERTIFICATE FOR FINAL
PAYMENT TO FOX RIVER SITE SPECIAL ACCOUNT

ESCROW DISBURSEMENT CERTIFICATE
UNDER ESCROW AGREEMENT SUBSECTION 4.a.(7)

Reference is made to that certain Escrow Agreement for the Fox River OU1
Escrow Account (the "Escrow Account"), dated __________, by and among P. H.
Glatfelter Company ("Glatfelter"), WTM I Company (WTM"), and ___________ (the
"Escrow Agent'), with the following beneficiaries (collectively the
"Beneficiaries"): (i) the United States of America (the "United States") (on
behalf of the U.S. Environmental Protection Agency ("EPA") and the U.S.
Department of the Interior ("DOI")); and (ii) the State of Wisconsin (the
"State") (on behalf of the Wisconsin Department of Natural Resources ("WDNR")).

EPA hereby certifies as follows:

This Escrow Disbursement Certificate is submitted pursuant to Subsection
4.a.(7) of the Escrow Agreement and Appendix C of the Consent Decree in the case
captioned United States and the State of Wisconsin v. P. H. Glatfelter Company
and WTM I Company (E.D. Wis.). This disbursement is sought for payment of
Specified Future Response Costs under the Consent Decree.

NO SOONER THAN 10 BUSINESS DAYS AFTER YOUR RECEIPT OF THIS CERTIFICATE,
YOU ARE INSTRUCTED TO DISBURSE ANY AND ALL FUNDS UNEXPENDED REMAINING IN
THE ESCROW ACCOUNT TO THE FOX RIVER SITE SPECIAL ACCOUNT WITHIN THE EPA
HAZARDOUS SUBSTANCE SUPERFUND. THE DISBURSEMENT SHOULD BE MADE IN
ACCORDANCE WITH THE PAYMENT INSTRUCTIONS ATTACHED HERETO.

This Certificate constitutes EPA Disbursement Certificate No. ____ (with a
separate sequential number to be assigned to each separate Certificate).

BY:

- ---------------------------------------
Director, Superfund Division, Region 5
U.S. Environmental Protection Agency

DATE:______________

Appendix D - Page 14

CONSENT DECREE APPENDIX E

SPECIAL PROCEDURES FOR RESTORATION WORK

1. Claims of a Force Majeure Event and Disputes Relating to Approved
Restoration Work and Allowable Restoration Work Costs. Claims of a Force Majeure
Event and any disputes relating to Approved Restoration Work and Allowable
Restoration Work Costs shall be resolved in accordance with this Appendix E. The
Plaintiffs shall consult with the other members of the Trustee Council in taking
and advancing positions and in making decisions under this Appendix E.

2. Force Majeure Events for Restoration Work

a. If any event occurs or has occurred that may delay the
performance of any obligation under this Consent Decree to perform Approved
Restoration Work, whether or not caused by a Force Majeure Event, the Settling
Defendants shall notify the Plaintiffs in writing within 10 working days of when
Settling Defendants first knew that the event might cause a delay. The Settling
Defendants' written notice shall include an explanation and description of the
reasons for the delay; the anticipated duration of the delay; all actions taken
or to be taken to prevent or minimize the delay; a schedule for implementation
of any measures to be taken to prevent or mitigate the delay or the effect of
the delay; and the Settling Defendants' rationale for attributing such delay to
a Force Majeure Event if they intend to assert such a claim. The Settling
Defendants shall include with any notice all available documentation supporting
their claim that the delay was attributable to a Force Majeure Event. Failure to
comply with the above requirements shall preclude Settling Defendants from
asserting any claim of a Force Majeure Event for that event for the period of
time of such failure to comply, and for any additional delay caused by such
failure. Settling Defendants shall be deemed to know of any circumstance of
which Settling Defendants, any entity controlled by Settling Defendants, or
Settling Defendants' contractors knew or should have known.

b. If the Plaintiffs agree that the delay or anticipated delay is
attributable to a Force Majeure Event, the time for performance of the
obligations under this Consent Decree that are affected by the Force Majeure
Event will be extended by the Plaintiffs for such time as is necessary to
complete those obligations. An extension of the time for performance of the
obligations affected by the force majeure event shall not, of itself, extend the
time for performance of any other obligation. If the Plaintiffs do not agree
that the delay or anticipated delay has been or will be caused by a Force
Majeure Event, the Plaintiffs will notify the Settling Defendants in writing of
their decision. If the Plaintiffs agree that the delay is attributable to a
Force Majeure Event, the Plaintiffs will notify the Settling Defendants in
writing of the length of the extension, if any, for performance of the
obligations affected by the Force Majeure Event.

c. If the Settling Defendants elect to invoke the dispute resolution
procedures set forth in Paragraph 3 (Dispute Resolution for Restoration Work) of
this Appendix, they shall do so no later than 15 days after receipt of the
Plaintiffs' notice. In any such proceeding, Settling Defendants shall have the
burden of demonstrating by a preponderance of the evidence that the delay or
anticipated delay has been or will be caused by a Force Majeure Event, that the
duration of the delay or the extension sought was or will be warranted under the
circumstances, that best efforts were exercised to avoid and mitigate the
effects of the delay, and that Settling Defendants

Appendix E - Page 1

complied with the requirements of the preceding Subparagraphs. If Settling
Defendants carry this burden, the delay at issue shall be deemed not to be a
violation by Settling Defendants of the affected obligation of this Consent
Decree identified to the Plaintiffs and the Court.

3. Dispute Resolution for Restoration Work.

a. Informal Dispute Resolution. Any dispute under this Paragraph
shall in the first instance be the subject of informal negotiations between the
parties to the dispute. The period for informal negotiations shall not exceed 20
days from the time the dispute arises, unless it is modified by written
agreement of the parties to the dispute. The dispute shall be considered to have
arisen when one party sends the other parties a written Notice of Dispute.

b. Formal Dispute Resolution. In the event that the parties cannot
resolve any dispute under this Paragraph by informal negotiations under the
preceding Subparagraph, the formal dispute procedures outlined by this
Subparagraph shall apply.

(1) The position advanced by the Plaintiffs shall be
considered binding unless, within fifteen working days after the conclusion of
the informal negotiation period, the Settling Defendants invoke formal dispute
resolution procedures by serving on the Plaintiffs, in accordance with Section
XXVIII (Notices and Submissions), a written Statement of Position on the matter
in dispute which shall include or attach any factual data, analysis, opinion or
documentation that the Settling Defendants rely upon in support of their
position.

(2) Following receipt of Settling Defendants' Statement of
Position, the Plaintiffs will issue an administrative decision resolving the
dispute which shall include or attach any factual data, analysis, opinion, or
documentation supporting the decision. The Plaintiffs shall compile and maintain
an administrative record of the dispute containing the Settling Defendants'
Statement of Position and the Plaintiffs administrative decision. The
Plaintiffs' administrative decision shall be binding on the Settling Defendants
unless, within 10 days of receipt of the decision, the Settling Defendants file
with the Court and serve on the parties a motion for judicial review of the
Plaintiffs' administrative decision, based on the administrative record compiled
and maintained by the Plaintiffs. Any such motion filed by the Settling
Defendants' shall setting forth the matter in dispute, the efforts made by the
parties to resolve it, the relief requested, and the schedule, if any, within
which the dispute must be resolved to ensure orderly implementation of the
Consent Decree. The Plaintiffs shall provide the Court a copy of the
administrative record of the dispute, and may file a response to Settling
Defendants' motion.

c. Effect of Invoking Dispute Resolution. The invocation of dispute
resolution procedures under this Paragraph shall not extend, postpone, or affect
in any way any obligation of Settling Defendants under this Consent Decree, not
directly in dispute, unless the Plaintiffs agree otherwise or unless the Court
determines otherwise. Stipulated damages with respect to the disputed matter
shall continue to accrue from the first day of noncompliance, but payment shall
be stayed pending resolution of the dispute as provided in Consent Decree
Paragraph 79 (Penalty Accrual During Dispute Resolution). In the event that the
Settling Defendants do not prevail on the disputed issue, stipulated damages
shall be assessed and paid as provided in Consent Decree Section XXI (Stipulated
Penalties and Stipulated Damages).

Appendix E - Page 2

CONSENT DECREE APPENDIX F

ADMINISTRATIVE ORDER ON CONSENT BETWEEN WTM I COMPANY, EPA, AND WDNR, CAPTIONED
IN THE MATTER OF THE LOWER FOX RIVER AND THE GREEN BAY SITE,
DOCKET NO. V-W-'03-C-745
(INCLUDING THE STATEMENT OF WORK FOR REMEDIAL DESIGN)

UNITED STATES ENVIRONMENTAL PROTECTION AGENCY
REGION 5

) ADMINISTRATIVE ORDER ON
IN THE MATTER OF: ) CONSENT
)
Lower Fox River and Green ) U.S. EPA Region 5
Bay Site ) CERCLA Docket No. V-W-'03-C-745
)
) Proceedings Under Sections 104, 106,
Respondent: ) 122(a), and 122(d)(3) of the
) Comprehensive Environmental Response,
WTM I Company ) Compensation, and Liability Act, as
) Amended, 42 U.S.C. Sections 9604, 9606,
(f/k/a Wisconsin Tissue Mills Inc.) ) 9622(a), and 9622(d)(3).
_____________________________________)

I. JURISDICTION AND GENERAL PROVISIONS

1. This Administrative Order on Consent ("Consent Order") is entered into
voluntarily by the United States Environmental Protection Agency ("EPA"), the
State of Wisconsin ("State") through the Wisconsin Department of Natural
Resources ("WDNR"), and WTM I Company ("Respondent"). The mutual objectives of
EPA, WDNR, and Respondent in entering into this Consent Order are: (i) to have
Respondent perform the Pre-design Sampling for Operable Unit 1 ("OU1") of the
Lower Fox River and Green Bay Site (also known as the Fox River NRDA PCB
Releases Site) ("Site"), located in the State of Wisconsin; and (ii) to have the
Respondent perform all other Remedial Design activities needed for
implementation of the Response Agencies' (EPA and WDNR) December 2002 selected
remedy (and/or contingent remedy, as necessary) for OU1 at the Site.

2. This Consent Order is issued pursuant to the authority vested in the
President of the United States by Sections 104,106, 122(a), and 122(d)(3) of the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,42
U.S.C. Sections 9604, 9606, 9622(a), and 9622(d)(3), as amended ("CERCLA"). This
authority was delegated to the Administrator of EPA on January 23, 1987, by
Executive Order 12580, 52 Fed. Reg. 2926 (1987), and further delegated to EPA
Regional Administrators as of January 16, 2002, by EPA Delegation Nos. 14-1 and
14-2, and to the Director, Superfund Division, EPA Region 5, by Regional
Delegation Nos. 14-1 and 14-2.

3. The activities conducted pursuant to this Consent Order are subject to
approval by EPA and WDNR, as provided herein, and shall be consistent with
CERCLA, the National Contingency Plan, 40 C.F.R. Part 300, and all other
applicable laws.

4. EPA, WDNR, and Respondent recognize that this Consent Order has been
negotiated in good faith and that the actions undertaken by Respondent in
accordance with this

Consent Order do not constitute an admission of any liability. Nothing in this
Consent Order is intended by the Parties to be, nor shall it be construed as, an
admission of fact or law, an estoppel, or a waiver of defenses or claims by
Respondent for any purpose. The Parties agree that the provisions of this
Consent Order are not based on any views or assumptions regarding Respondent's
appropriate share of liability or costs relating to the Site. Participation in
this Consent Order by Respondent is not intended by the Parties to be, and shall
not be, an admission of any fact or opinion developed by EPA, the State, or any
other person or entity.

5. Respondent agrees to comply with and be bound by the terms of this
Consent Order. Respondent consents to and agrees not to contest the authority or
jurisdiction of the Regional Administrator of EPA Region 5 and the Secretary of
the Wisconsin Department of Natural Resources or their delegatees to issue or
enforce this Consent Order, and also agrees not to contest the basis or validity
of this Consent Order or its terms in any action to enforce its provisions. The
Respondent does not, by signing this Consent Order, waive any rights it may have
to assert claims under CERCLA against any person, as defined in Section 101(21)
of CERCLA, 42 U.S.C. Section 9601(21), except as precluded by Section XXI (Other
Claims).

II. PARTIES BOUND

6. This Consent Order applies to and is binding upon and inures to the
benefit of EPA, WDNR, Respondent, and their successors and assigns. Respondent
agrees to instruct its officers, directors, employees and agents involved in the
performance of the Work required by this Consent Order to take all necessary
steps to accomplish the performance of said Work in accordance with this Consent
Order. Any change in ownership or corporate status of Respondent, including but
not limited to any transfer of assets or real or personal property, shall not
alter Respondent's responsibilities under this Consent Order. Respondent shall
provide a copy of this Consent Order to any subsequent owners or successors
before ownership rights or stock or assets in a corporate acquisition are
transferred. The signatories to this Consent Order certify that they are
authorized to execute and legally bind the Parties they represent to this
Consent Order.

7. Respondent shall provide a copy of this Consent Order to all
contractors, laboratories, and consultants which are retained to conduct any
work performed under this Consent Order, within fourteen (14) days after the
Effective Date of this Consent Order or the date of retaining their services;
whichever is later. Respondent shall condition any such contracts upon
satisfactory compliance with this Consent Order. Notwithstanding the terms of
any contract, Respondent is responsible for compliance with this Consent Order
and for ensuring that its subsidiaries, employees, contractors, consultants,
subcontractors, agents and attorneys comply with this Consent Order.

III. DEFINITIONS

8. Unless otherwise specified, terms used in this Consent Order which are
defined in CERCLA or in regulations promulgated under CERCLA shall have the
meaning assigned to them in CERCLA or in such regulations. Whenever terms listed
below are used in this Consent Order or in the attachments hereto, the following
definitions shall apply:

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a. "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et
seq.

b. "Consent Order" shall mean this Administrative Order on Consent and all
attachments hereto. In the event of conflict between this Consent Order and any
attachment, this Consent Order shall control.

c. "Day" shall mean a calendar day unless expressly stated to be a working
day. "Working day" shall mean a day other than a Saturday, Sunday, or federal
holiday. In computing any period of time under this Consent Order, where the
last day would fall on a Saturday, Sunday, or federal holiday, the period shall
run until the close of business of the next working day.

d. "Effective Date" shall mean the effective date of this Consent Order as
provided by Section XXVI of this Consent Order (Effective Date).

e. "EPA" shall mean the United States Environmental Protection Agency and
any successor departments or agencies of the United States.

f. "Future Response Costs" shall mean all costs, including, but not
limited to, direct and indirect costs, that the United States and the State
incur after the Effective Date in reviewing or developing plans, reports and
other items pursuant to this Consent Order, in verifying the Work, or in
otherwise implementing, overseeing, or enforcing this Consent Order, including,
but not limited to, payroll costs, contractor costs, travel costs, laboratory
costs, the costs incurred pursuant to Section XIV (including, but not limited
to, the cost of attorney time and any monies paid to secure access including,
but not limited to, the amount of just compensation) and Paragraph 71 of Section
XIX.

g. "Interest" shall mean interest at the rate specified for interest on
investments of the EPA Hazardous Substance Superfund established by 26 U.S.C.
Section 9507, compounded annually on October 1 of each year, in accordance with
42 U.S.C. Section 9607(a). The applicable rate of interest shall be the rate in
effect at the time the interest accrues. The rate of interest is subject to
change on October 1 of each year.

h. "National Contingency Plan" or "NCP" shall mean the National Oil and
Hazardous Substances Pollution Contingency Plan promulgated pursuant to Section
105 of CERCLA, 42 U.S.C. Section 9605, codified at 40 C.F.R. Part 300, and any
amendments thereto.

i. "Operable Unit 1" or "OU1" shall mean the Little Lake Butte des Morts
reach of the Lower Fox River, as delineated by the Record of Decision signed by
WDNR and EPA in December 2002. More specifically, OU1 is the portion of the
Lower Fox River (and the underlying River sediment) starting at the outlet of
Lake Winnebago at the Neenah Dam and the Menasha Dam downstream to the Upper
Appleton Dam, including sediment deposits A through H and POG. As so defined,
OU1 is depicted in Figure 7-9 of the December 2002 Final Feasibility Study, a
copy of which is attached hereto as Attachment B.

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j. "Paragraph" shall mean a portion of this Consent Order identified by an
Arabic numeral.

k. "Parties" shall mean all signatories to this Consent Order.

l. "Record of Decision" or "ROD" for purposes of this Consent Order shall
mean the WDNR/EPA Record of Decision relating to the Remedial Action planned for
Operable Units 1 and 2 of the Site, signed on December 18, 2002, by the WDNR and
on December 20, 2002 by the Superfund Division Director, EPA Region 5, and all
attachments.

m. "Remedial Design" or "RD" shall mean those activities, including
pre-design sampling, investigations, and analyses, preparation of the basis for
design report, preliminary and final plans and specifications, and bid documents
for the Remedial Action for Operable Unit 1 pursuant to the Record of Decision,
the Statement of Work, the Pre-design Sampling Plan, and the Remedial Design
Work Plan (the documents submitted by Respondent pursuant to Section IX of this
Consent Order (Work to be Performed)).

n. "Respondent" shall mean WTM I Company.

o. "Response Agencies" shall mean the United States Environmental
Protection Agency (EPA) and the Wisconsin Department of Natural Resources
(WDNR).

p. "Section" shall mean a portion of this Consent Order identified by a
Roman numeral.

q. "Site" shall mean the Lower Fox River and Green Bay Site (also known as
the Fox River NRDA PCB Releases Site), or any relevant portion thereof.

r. "State" shall mean the State of Wisconsin, including its departments,
agencies, and instrumentalities.

s. "Statement of Work" or "SOW" shall mean the statement of work for
implementation of Remedial Design as set forth in Attachment A to this Consent
Order and any modifications made in accordance with this Consent Order.

t. "United States" shall mean the United States of America, including its
departments, agencies, and instrumentalities.

u. "WDNR" shall mean the Wisconsin Department of Natural Resources and any
successor departments or agencies of the State of Wisconsin.

v. "Work" shall mean all activities Respondent is required to perform
under this Consent Order, except those required by Section XXIV (Record
Preservation).

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IV. STATEMENT OF PURPOSE

9. The mutual objective of EPA, WDNR and Respondent in entering into this
Consent Order is to protect human health, welfare and the environment at
Operable Unit 1 by producing a Remedial Design for remedial action in accordance
with this Consent Order.

10. The activities conducted pursuant to this Consent Order are subject to
approval by the Response Agencies. Respondent shall employ sound scientific,
engineering, and construction practices and all activities undertaken shall be
consistent with CERCLA, the NCP, and other applicable laws.

V. FINDINGS OF FACT

11. Based on available information, including the Administrative Record in
this matter, EPA and WDNR hereby find that:

a. At certain times in the past, primarily in the 1950's and 1960's,
certain paper companies located along the Fox River engaged in the
manufacture or recycling of carbonless copy paper. Polychlorinated
biphenyls (PCBs), which are hazardous substances, were used in the
production of carbonless copy paper and were contained in wastepaper that
entered the paper recycling operations.

b. As a result of the paper mills' production or recycling of
carbonless copy paper an estimated 690,000 pounds of PCBs were likely
released to the Fox River. An estimated 66,000 pounds of these PCBs remain
in the lower 39 miles of the Fox River.

c. As a result of this contamination, fish consumption advisories
have been in effect on the Fox River and Green Bay since 1976.

d. A Remedial Investigation and Feasibility Study (RI/FS) under the
technical lead of WDNR, and a proposed remedial action plan, was issued
for public comment on October 5, 2001.

e. On January 7, 2003, the Response Agencies made public a Record of
Decision for Operable Units 1 and 2 of the Site.

VI. CONCLUSIONS OF LAW AND DETERMINATIONS

12. Based on the Findings of Fact set forth above, and the Administrative
Record, EPA and WDNR have determined that:

a. The Site is a "facility" as defined by Section 101(9) of CERCLA,
42 U.S.C. Section 9601(9). Respondent's former Menasha paper mill is also a
"facility" as defined by Section 101(9) of CERCLA, 42 U.S.C. Section 9601(9).

b." The contamination found at the Site, as identified in the
Findings of Fact above, includes "hazardous substances" as defined by Section
101(14) of CERCLA, 42 U.S.C. Section 9601(14).

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c. Respondent is a "person" as defined by Section 101(21) of CERCLA,
42 U.S.C. Section 9601(21).

d. Respondent WTM I Company is a responsible party under Section
107(a) of CERCLA, 42 U.S.C. Section 9607(a), as: (i) the "owner" or "operator"
of a facility at the time of disposal of a hazardous substance there; and/or
(ii) as a person who arranged for disposal or transport for disposal of a
hazardous substance at a facility from which there was a release of a hazardous
substance.

e. The conditions described in the Findings of Fact above constitute
an actual or threatened "release" of a hazardous substance from the facility
into the "environment" as defined by Sections 101(8) and (22) of CERCLA, 42
U.S.C. Sections 9601(8) and (22).

f. The conditions present at the Site may present a threat to public
health, welfare, or the environment based upon the factors set forth in Section
300.415(b)(2) of the National Contingency Plan, as amended, 40 C.F.R. Section
300.415(b)(2).

g. The actual or threatened release of hazardous substances from the
Site may present an imminent and substantial endangerment to the public health,
welfare, or the environment within the meaning of Section 106(a) of CERCLA, 42
U.S.C. Section 9606(a).

h. The response actions required by this Consent Order are necessary
to protect the public health, welfare, or the environment and if carried out in
compliance with the terms of this Consent Order, shall be deemed necessary and
consistent with the NCP.

VII. ORDER

13. Based upon the foregoing Findings of Fact, Conclusions of Law and
Determinations, and the Administrative Record for this Site, it is hereby
Ordered and Agreed that Respondent shall comply with all provisions of this
Consent Order. Respondent shall promptly and properly take appropriate response
action at Operable Unit 1 of the Site by conducting a Remedial Design.

VIII. DESIGNATION OF CONTRACTORS AND PROJECT COORDINATORS

14. Selection of Contractors, Personnel. All Work performed by Respondent
pursuant to this Consent Order shall be under the direction and supervision of
qualified personnel. Within forty-five (45) days of the Effective Date of this
Consent Order, and before the Work outlined below begins, Respondent shall
notify the Response Agencies in writing of the names, titles, and qualifications
of the key personnel, including contractors, subcontractors, consultants and
laboratories to be used in carrying out such Work. With respect to any proposed
contractor, the Respondent shall demonstrate that the proposed contractor has a
quality system which complies with ANSI/ASQC E4-1994, "Specifications and
Guidelines for Quality Systems for Environmental Data Collection and
Environmental Technology Programs," (American National Standard, January
5,1995), by submitting a copy of the proposed contractor's Quality Management
Plan (QMP). The QMP should be prepared in accordance with "EPA Requirements for
Quality Management Plans (QA/R-2)," (EPA/240/B-01/002, March 2001) or equivalent
documentation as determined by EPA. The qualifications of the key personnel

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undertaking the work for Respondent shall be subject to the Response Agencies'
review, for verification that such persons meet minimum technical background and
experience requirements. This Consent Order is contingent on Respondent's
demonstration to the Response Agencies' satisfaction that Respondent's personnel
are qualified to perform properly and promptly the actions set forth in this
Consent Order.

15. If EPA or WDNR disapprove in writing of any contractor proposed by
Respondent, Respondent shall notify the Response Agencies of the identity and
qualifications of the replacement within thirty (30) days of the written notice.
If EPA or WDNR subsequently disapprove of the replacement, EPA reserves the
right to terminate this Consent Order and to conduct a complete Remedial Design,
and to seek reimbursement for costs and penalties from Respondent. During the
course of the Remedial Design, Respondent shall notify the Response Agencies in
writing of any changes or additions in the key personnel used to carry out such
work, providing their names, titles, and qualifications. The Response Agencies
shall have the same right to approve changes and additions to key personnel as
they have hereunder regarding the initial notification. Replacement of any of
Respondent's personnel shall not delay performance of the work under this
Consent Order.

16. On or before the Effective Date of this Consent Order, Respondent
shall designate a Project Coordinator who shall be responsible for
administration of all Respondent's response actions required by the Consent
Order. Respondent shall submit to the Response Agencies the designated Project
Coordinator's name, address, telephone number, and qualifications. EPA and WDNR
retain the right to disapprove of any Project Coordinator named by Respondent.
If either Response Agency disapproves a selected Project Coordinator, Respondent
shall retain a different Project Coordinator and shall notify the Response
Agencies of that person's name and qualifications within seven (7) business days
of the Response Agency's disapproval.

17. Receipt by Respondent's Project Coordinator of any notice or
communication from the Response Agencies relating to this Consent Order shall
constitute receipt by Respondent. To the maximum extent possible, communications
between the Respondent and the Response Agencies shall be directed to the
Project Coordinators by mail, with copies to such other persons as EPA, the
State, and Respondent may respectively designate. Communications include, but
are not limited to, all documents, reports, approvals, and other correspondence
submitted under this Consent Order.

18. Respondent's Project Coordinator, or his/her designee, shall be
on-site during all hours of work when field work is ongoing in Operable Unit 1,
and shall be available at all reasonable times throughout the pendency of this
Consent Order. If Respondent or its agents become aware of any conditions at
Operable Unit 1 which may present an imminent and substantial endangerment to
human health or welfare or the environment, it shall immediately notify the EPA
and WDNR Project Coordinators. The absence of the EPA Project Coordinator and/or
the WDNR Project Coordinator from the area under study pursuant to this Consent
Order shall not be cause for the stoppage or delay of work, unless specifically
directed by the EPA Project Coordinator in consultation with the WDNR Project
Coordinator.

19. The EPA Project Coordinator shall be responsible for overseeing the
implementation of this Consent Order, in consultation with the WDNR Project
Coordinator.

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EPA has designated James Hahnenberg (SR-6J) as the EPA Project Coordinator. The
EPA Project Coordinator shall have the same authority as that vested in an
On-Scene Coordinator and Remedial Project Manager by the NCP, including the
authority to halt, conduct, or direct any response action required by this
Consent Order, or to direct any other response action undertaken by EPA or
Respondent at the Site. Except as otherwise provided in this Consent Order,
Respondent shall direct all submissions required by this Consent Order to the
EPA Project Coordinator in accordance with Section XXV (Notices and
Submissions).

20. The State designates Gregory Hill as the WDNR Project Coordinator.
Except as otherwise provided in this Consent Order, Respondent shall direct all
submissions required by this Consent Order to the WDNR Project Coordinator in
accordance with Section XXV (Notices and Submissions).

21. The Response Agencies and Respondent shall have the right to change
their respective designated Project Coordinator. The Response Agencies shall
notify Respondent, and Respondent shall notify the Response Agencies, as early
as possible before such a change is made, but in no case less than twenty-four
(24) hours before such a change. The initial notification may be made orally,
but it shall be promptly followed by a written notice.

IX. WORK TO BE PERFORMED

22. Activities. Respondent shall conduct activities and submit
deliverables as provided by the SOW (Attachment A) for performance of the RD,
which is incorporated by reference. All such work shall be conducted in
accordance with CERCLA, the NCP, and EPA guidance referenced in the SOW, as may
be amended or modified by the Response Agencies. The tasks that Respondent must
perform are described in the SOW and guidance. All work performed under this
Consent Order shall be in accordance with the schedules herein, and in full
accordance with the standards, specifications, and other requirements of the
work plan and sampling and analysis plan, as initially approved or modified by
the Response Agencies, and as may be amended or modified by the Response
Agencies from time to time.

23. Respondent's compliance with the Work requirements shall not foreclose
the Response Agencies from seeking compliance with all terms and conditions of
this Consent Order.

24. To the extent that EPA informs Respondent that particular information
is confidential, Respondent and its representatives and consultants shall treat
and maintain such information as confidential.

25. Additional Work. In the event EPA, WDNR or the Respondent determine
that additional work, not otherwise included in the SOW, including remedial
investigatory work and engineering evaluation, is necessary to accomplish the
objectives of this Consent Order, notification of additional work shall be
provided to all Parties.

26. Additional work determined to be necessary by Respondent shall be
subject to the written approval of the Response Agencies.

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27. Additional work determined to be necessary by Respondent and approved
by the Response Agencies, or determined to be necessary by EPA or WDNR and
requested of Respondent, shall be completed by Respondent in accordance with the
standards and specifications determined or approved by the Response Agencies.
Respondent shall propose a schedule for additional work for approval by the
Response Agencies. The Response Agencies may jointly modify or determine the
schedule for additional work. Additional work shall be performed in a manner
consistent with the purposes and objectives of this Consent Order, and conform
with the requirements of this Section.

28. Supplemental Investigations. The Parties acknowledge that Respondent
may implement a voluntary, supplemental, investigation of conditions in and
upstream of Operable Unit 1. These investigations shall be conducted using
methods consistent with those identified in the Pre-design Sampling Plan. The
Response Agencies agree to review and comment promptly on work generated by
Respondent during such supplemental investigation activities.

29. Out-of-State Shipments. In the event of out-of-state shipments of
hazardous substances, Respondent shall provide written notification to the
Response Agencies and the appropriate environmental official of the state
receiving hazardous substances prior to shipment of hazardous substances in
quantities greater than ten (10) cubic yards from the Site to an out-of-state
location. The notification shall include:

a. The name and location of the facility receiving the hazardous
substances;

b. The type and quantity of the hazardous substances, including
the Department of Transportation shipping code, if any;

c. The schedule for shipment of the hazardous substances;

d. The method of transportation; and

e. Any special procedures necessary to respond to an accidental
release of the substances during transportation.

Respondent shall promptly notify the Response Agencies and the appropriate
environmental official for the receiving state of any changes to the shipment
plan.

X. PLANS AND SUBMISSIONS

30. Respondent shall Submit the Pre-design Sampling Plan for OU1, Remedial
Design Work Plan ("RD Work Plan") and all documents required by the SOW, the RD
Work Plan, or this Consent Order to the Response Agencies according to the
schedule contained in the SOW and RD Work Plan, and when feasible shall submit
both a hard copy and an electronic copy of such documents.

31. The Response Agencies shall review all documents specified as
requiring approval in the SOW, RD Work Plan, or this Consent Order. The Response
Agencies shall respond to each submission in writing with a single integrated
response. As a result of their review of a submission, the Response Agencies
may: (a) approve the submission; (b) approve

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the submission with minor modifications; (c) disapprove the submission and
direct Respondent to re-submit the document after incorporating the Response
Agencies' comments; or (d) if a re-submission, disapprove the re-submission and
the Response Agencies may assume responsibility for performing all or any part
of the response action.

32. In the event of approval or approval with minor modifications by the
Response Agencies, Respondent shall proceed to take any action required by the
submittal, as approved or modified by the Response Agencies.

33. Upon receipt of a notice of disapproval, Respondent shall, within
thirty (30) days or such longer time as specified by the Response Agencies in
their notice of disapproval, correct the deficiencies and resubmit the submittal
for approval. Notwithstanding the notice of disapproval, Respondent shall
proceed, if so directed by the Response Agencies, to take any action required by
any non-deficient portion of the submission that remains unaffected by the
notice of disapproval and can be reasonably implemented in the interim.

34. If any re-submission is not approved by the Response Agencies, they
may determine that Respondent is in violation of this Consent Order, unless
Respondent invokes the procedures set forth in Section XV (Dispute Resolution)
and the Response Agencies' determination is revised pursuant to that Section.
Issues previously resolved pursuant to the procedures set forth in Section XV
may not be re-disputed.

35. Neither failure of the Response Agencies to expressly approve or
disapprove of Respondent's document within the specified time period nor the
absence of comments shall be construed as approval of the document. In the event
of subsequent disapproval of a revised document, the Response Agencies retain
the right to terminate this Consent Order and perform additional studies or
conduct a complete or partial Remedial Design.

36. For any document required to be submitted by the Respondent to the
Response Agencies, within forty-five (45) days of receipt of the document, the
Response Agencies shall provide written notification to Respondent of their
approval, approval with minor modifications or disapproval, of the submission or
any part thereof. If the Response Agencies require a longer review period, the
Response Agencies shall so notify Respondent within thirty (30) days of receipt
of the submitted document.

37. The Project Coordinators shall hold progress report meetings /
telephone conferences twice a month unless such a meeting is deemed unnecessary
by the Response Agencies. By mutual agreement the Project Coordinators may hold
meetings or telephone conferences at more frequent intervals.

38. Respondent shall provide written monthly progress reports to the
Response Agencies. These monthly progress reports shall include the following
information:

a. A description of the actions which have been taken to comply
with this Consent Order during the past month and work planned
for the coming month;

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b. All results of sampling and tests, including raw data and
validated data, and all other investigation results received
by the Respondent during the month, in the format prescribed
by the Response Agencies;

c. Target and actual completion dates of each element of the RD,
including project completion, with schedules relating such
work to the overall project schedule for RD completion, and an
explanation of any schedule deviation or anticipated deviation
from the RD Work Plan schedule, and proposed method of
mitigating such deviation;

d. A description of all problems encountered and any anticipated
problems during the reporting period, any actual or
anticipated delays, and solutions developed and implemented to
address any actual or anticipated problems or delays; and,

e. Changes in key personnel.

39. Respondent shall submit the monthly progress reports, as both
electronic files and hard copy files, to the Response Agencies by the tenth
(10th) day of every month following the Effective Date of this Consent Order.

XI. QUALITY ASSURANCE AND DATA AVAILABILITY

40. Quality Assurance. Respondent shall consult with the Response
Agencies' Project Coordinators in planning all sampling and analysis detailed in
the Pre-design Sampling Plan and RD Work Plan. Respondent shall assure that work
performed, samples taken and analyses conducted conform to the requirements of
the SOW, the Quality Assurance Project Plan ("QAPP") and guidance identified
therein.

41. Respondent shall prepare preliminary and final QAPPs for submittal to
EPA according to the schedule in the SOW. Respondent shall participate in a
pre-QAPP meeting with EPA prior to submission of the preliminary QAPP to discuss
its contents.

42. The QAPPs shall be subject to review, modification, and approval by
EPA in accordance with Section X (Plans and Reports).

43. Data Availability. All results of sampling, tests, modeling or other
data (including raw data) generated by Respondent, or on Respondent's behalf,
pursuant to this Consent Order, shall be submitted in the format prescribed by
the Response Agencies and made available to and submitted to the Response
Agencies in the monthly progress reports described in Section X of this Consent
Order. The Response Agencies will make available to Respondent validated data
generated by the Response Agencies relating to Lake Winnebago and OU1 unless it
is exempt from disclosure by any federal or state law or regulation.

44. Respondent will verbally notify the Response Agencies at least fifteen
(15) days prior to conducting significant field events (including any sampling,
tests and other data generation) as described in the SOW, Pre-design Sampling
Plan, or RD Work Plan or conducted under any other provision in this Consent
Order. Respondent shall allow split or duplicate

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samples to be taken by the Response Agencies (and their authorized
representatives) of any samples collected by the Respondent in implementing this
Consent Order. All split samples of Respondent's shall be analyzed by the
methods identified in the EPA-approved QAPP.

45. Respondent may assert a claim of business confidentiality covering
part or all of the information submitted to the Response Agencies pursuant to
the terms of this Consent Order under 40 C.F.R. Section 2.203, provided such
claim is allowed by Section 104(e)(7) of CERCLA, 42 U.S.C. Section 9604(e)(7).
This claim shall be asserted in the manner described by 40 C.F.R. Section
2.203(b) and substantiated at the time the claim is made. Information determined
to be confidential by EPA will be given the protection specified in 40 C.F.R.
Part 2. If no such claim accompanies the information when it is submitted to the
Response Agencies, it may be made available to the public by EPA or the State
without further notice to the Respondent. Respondent agrees not to assert
confidentiality claims with respect to any data related to Operable Unit 1
conditions, sampling, or monitoring.

46. In entering into this Consent Order, Respondent waives any objections
to the quality of any data gathered, generated, or evaluated by EPA, the State
or Respondent in the performance or oversight of the work that has been verified
according to the quality assurance/quality control (QA/QC) procedures required
by the Consent Order or any Work Plan approved by the Response Agencies. If
Respondent objects to any data relating to the RD, Respondent shall submit to
the Response Agencies a report that identifies and explains its objections,
describes the acceptable uses of the data, if any, and identifies any
limitations to the use of the data. The report must be submitted to the Response
Agencies within thirty (30) days of the monthly progress report or such other
report as may contain the data.

47. Respondent may assert that certain documents, records and other
information are privileged under the attorney-client privilege or the work
product doctrine. If Respondent asserts such a privilege, in lieu of providing
documents, it shall inform the Response Agencies that it is claiming certain
documents as privileged and shall, upon request, provide the Response Agencies
with the following:

a. The title of the document;

b. The date of the document, record, or information;

c. The name and title of the author of the document, record, or
information;

d. The name and title of each addressee and recipient;

e. A description of the contents of the document, record, or
information; and

f. The privilege asserted by the Respondent.

48. Failure to challenge Respondent's assertion of privilege by EPA or
WDNR during the implementation of the RD does not waive the Response Agencies'
right to challenge the assertion during the implementation of the Remedial
Action.

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XII. ACCESS

49. To the extent that Operable Unit 1 or other on-site and off-site areas
where work is to be performed is presently owned by parties other than
Respondent, Respondent shall obtain, or use its best efforts to obtain, access
agreements from the present owners within sixty (60) days of approval of the RD
Work Plan. For purposes of this Paragraph, "best efforts" includes the payment
of reasonable sums of money in consideration of access. Access agreements shall
provide access for the Response Agencies and all authorized representatives of
the Response Agencies. Respondent shall immediately notify the Response Agencies
if, after using its best efforts, it is unable to obtain such agreements.
Respondent shall describe in writing its efforts to obtain access. The Response
Agencies may then assist Respondent in gaining access, to the extent necessary
to effectuate the activities required by this Consent Order, using such means as
the Response Agencies deem appropriate. All costs incurred, direct or indirect,
by the United States or the State in obtaining such access including, but not
limited to, the cost of attorney time and the amount of monetary consideration
paid or just compensation shall be considered Future Response Costs. In
accordance with Paragraph 53 (Liability for Future Response Costs), Respondent
may be required to reimburse the United States and the State for all such Future
Response Costs.

50. At all reasonable times the Response Agencies and their authorized
representatives shall have the authority to enter and freely move about all
property owned by Respondent at Operable Unit 1 and at any other on-site and
off-site areas where work, if any, is being performed, for the purposes of
inspecting conditions, activities, the results of activities, records, operating
logs, and contracts related to Operable Unit 1 pursuant to this Consent Order;
reviewing Respondent's progress in carrying out the terms of this Consent Order;
conducting tests as the Response Agencies or their authorized representatives
deem necessary; using a camera, sound recording device or other documentary type
equipment for purposes of documenting the Work; and verifying the data submitted
to the Response Agencies by Respondent. Respondent shall allow these persons to
inspect and copy all records, files, photographs, documents, sampling and
monitoring data, and other writings related to work undertaken in carrying out
this Consent Order, subject to Paragraph Nos. 43-48. Nothing herein shall be
interpreted as limiting or affecting the Response Agencies' right of entry or
inspection authority under federal law or state law. All individuals with access
to Operable Unit 1 under this paragraph shall comply with all approved health
and safety plans.

XIII. COMPLIANCE WITH APPLICABLE LAWS

51. Respondent shall perform all Work under this Consent Order in
compliance with applicable federal, state and local laws, ordinances, or
regulations. In the event a conflict arises between these laws, ordinances, or
regulations, Respondent shall comply with the more stringent law, ordinance, or
regulation, unless otherwise approved by EPA.

52. Respondent shall be responsible for obtaining state and local permits
necessary for the performance of any off-site work, and for complying with the
substantive provisions of state and local permit regulations for any on-site
work, The standards and provisions of Section XVI (Force Majeure) shall govern
delays in obtaining such permits. The Response

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Agencies shall cooperate with Respondent and endeavor to expedite the issuance
of permits for off-site work within their respective jurisdictions.

XIV. FUTURE RESPONSE COSTS

53. Liability for Future Response Costs. If a Consent Decree addressing
Remedial Action in OU1 is not entered by the U.S. District Court for the Eastern
District of Wisconsin (the "Court") within one year of the Effective Date or
such additional time as agreed by the Parties in writing, Respondent shall be
liable for Future Response Costs (as defined in this Consent Order) and
Respondent shall make direct payments to EPA and the State for any Future
Response Costs incurred by the United States or the State, to the extent such
costs are not inconsistent with the National Contingency Plan. If, however, the
Court does enter such a Consent Decree within one year of the Effective Date (or
such additional time as agreed by the Parties in writing), this Section shall be
deemed null and void.

54. Payment of Future Response Costs.

a. Payments to EPA. On a periodic basis, the United States will send
Respondent a bill requiring payment that includes an EPA cost summary, which
includes direct and indirect costs incurred by EPA and its contractors, and a
DOJ cost summary, which reflects costs incurred by DOJ and its contractors, if
any. Respondent shall make all payments within forty-five (45) days of
Respondent's receipt of each bill requiring payment, except as otherwise
provided by Paragraph 55.

b. Payments to the State. On a periodic basis, the State will send
Respondent a bill requiring payment that includes a WDNR cost summary, which
includes direct and indirect costs incurred by WDNR and its contractors, and a
WDOJ cost summary, which reflects costs incurred by WDOJ and its contractors, if
any. Respondent shall make all payments within forty-five (45) days of
Respondent's receipt of each bill requiring payment, except as otherwise
provided by Paragraph 55.

55. Disputes Regarding Future Response Costs. Respondent may contest
payment of any Future Response Costs under Paragraph 54 if it determines that
the United States or the State has made an accounting error or if it alleges
that a cost item that is included represents costs that are inconsistent with
the NCP. Notice of any such objection shall be made in writing within
forty-five (45) days of receipt of the bill and must be sent to the United
States (if the United States' accounting is being disputed) or to the State (if
the State's accounting is being disputed) pursuant to Section XXV (Notices and
Submissions). Any such notice of objection shall specifically identify the
contested Future Response Costs and the basis for objection. In the event of an
objection, all uncontested Future Response Costs shall immediately be paid to
the United States or the State in the manner described in Paragraph 56. Upon
submitting a notice of objection, Respondent shall initiate the Dispute
Resolution procedures in Section XV (Dispute Resolution). If the United States
or the State prevails in the dispute, within ten (10) days of the resolution of
the dispute, all sums due (with accrued Interest) shall be paid to EPA (if the
United States' cost are disputed) or to the State (if the State's costs are
disputed) in the manner described in Paragraph 56. If Respondent prevails
concerning any aspect of the contested costs, the portion of the costs (plus
associated accrued Interest) for which they did not prevail shall be

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disbursed to EPA or the State, as appropriate, in the manner described in
Paragraph 56; and the amount that was successfully contested need not be paid to
EPA or to the State. The dispute resolution procedures set forth in this
Paragraph in conjunction with the procedures set forth in Section XV (Dispute
Resolution) shall be the exclusive mechanisms for resolving disputes regarding
reimbursement of the United States and the State for their Future Response
Costs.

56. Payment Instructions.

a. Payments to EPA. All payments to EPA under this Section or under
Section XVII (Stipulated Penalties) shall: (1) be made by a certified or
cashier's check or checks made payable to "EPA Hazardous Substance Superfund;"
(2) reference the Lower Fox River and Green Bay Site, EPA Site/Spill ID Number
A565, and DOJ Case Number 90-11-2-1045/2; (3) indicate that the payment is being
made pursuant to this Consent Order with WTM I Company; and (4) be sent to:

U.S. Environmental Protection Agency, Region 5
Program Accounting and Analysis Branch
P.O. Box 70753
Chicago, IL 60673

At the time of payment, Respondent shall ensure that notice that payment has
been made is sent to DOJ and EPA in accordance with Section XXV (Notices and
Submissions) and to:

Financial Management Officer
U.S. Environmental Protection Agency, Region 5
Mail Code MF-10J
77 W. Jackson Blvd.
Chicago, IL 60604

b. Payments to the State. All payments to the State under this
Section or under Section XVII (Stipulated Penalties) shall: (l) be made by a
certified or cashier's check or checks made payable to "Wisconsin Department of
Natural Resources;" (2) reference the Lower Fox River and Green Bay Site; (3)
indicate that the payment is being made pursuant to this Consent Order with WTM
I Company; and (4) be sent to:

Gregory Hill
WDNR Project Coordinator
Wisconsin Department of Natural Resources

P.O. Box 7921 101 S. Webster St.
Madison, WI 53707-7921 Madison, WI 53703
(Regular Mail) (Over-Night Mail)

At the time of payment, Respondent shall ensure that notice that payment has
been made is sent to the State in accordance with Section XXV (Notices and
Submissions).

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XV. DISPUTE RESOLUTION

57. The parties to this Consent Order shall attempt to resolve,
expeditiously, informally, and in good faith, any disagreements concerning this
Consent Order.

58. Any disputes concerning activities or deliverables required under this
Consent Order for which Dispute Resolution has been expressly provided for,
shall be resolved as follows: Respondent shall notify the Response Agencies in
writing of its objection(s) within fourteen (14) calendar days of such action,
unless the objection(s) has (have) been informally resolved. This written notice
shall include a statement of the issues in dispute, the relevant facts upon
which the dispute is based, all factual data, analysis or opinion supporting
Respondent's position, and all supporting documentation on which Respondent
relies. The Response Agencies shall submit their Statement of Position,
including supporting documentation, no later than fourteen (14) calendar days
after receipt of Respondent's written notice of dispute. Respondent may submit a
response to the Response Agencies' Statement of Position within five (5)
business days after receipt of the Statement. During the five (5) business days
following receipt of the Response Agencies' Statement of Position, the parties
shall attempt to negotiate, in good faith, a resolution of their differences.
The time periods for exchange of written documents may be extended by agreement
of all parties.

59. An administrative record of any dispute under this Section shall be
maintained by EPA and shall contain the notice of objections and accompanying
materials, the Statement of Position, any other correspondence between the
Response Agencies and Respondent regarding the dispute, and all supporting
documentation. The administrative record shall be available for inspection by
all parties. If the Response Agencies do not concur with the position of
Respondent, the Division Director for the Office of Superfund, EPA Region V, in
consultation with the Secretary of the WDNR, shall resolve the dispute based
upon the administrative record and consistent with the terms and objectives of
this Consent Order, and shall provide written notification of such resolution to
Respondent.

60. Respondent's obligations under this Consent Order, other than the
obligations affected by the dispute, shall not be tolled by submission of any
objection for dispute resolution under this Section. Elements of Work and/or
obligations not affected by the dispute shall be completed in accordance with
the schedule contained in the Statement of Work. Following resolution of the
dispute, as provided by this Section, Respondent shall fulfill the requirement
that was the subject of the dispute in accordance with the agreement reached or
with EPA's decision, whichever occurs.

XVI. FORCE MAJEURE

61. Respondent agrees to perform all requirements under this Consent Order
within the time limits established under this Consent Order, unless the
performance is delayed by a force majeure. For purposes of this Consent Order, a
force majeure is defined as any event arising from causes beyond the control of
Respondent or of any entity controlled by Respondent, including but not limited
to its contractors and subcontractors, that delays or prevents performance of
any obligation under this Consent Order despite Respondent's best efforts to

- 16 -

fulfill the obligation. Force majeure does not include financial inability to
complete the response actions or increased cost of performance.

62. If any event occurs or has occurred that may delay the performance of
any obligation under this Consent Order, whether or not caused by a force
majeure event, Respondent shall notify the Response Agencies orally within seven
(7) business days of when Respondent first knew that the event might cause a
delay. Within fourteen (14) calendar days thereafter, Respondent shall provide
to the Response Agencies in writing an explanation and description of the
reasons for the delay; the anticipated duration of the delay; all actions taken
or to be taken to prevent or minimize the delay; a schedule for implementation
of any measures to be taken to prevent or mitigate the delay or the effect of
the delay; Respondent's rationale for attributing such delay to a force majeure
event if it intends to assert such a claim; and a statement as to whether, in
Respondent's opinion, such event may cause or contribute to an endangerment to
public health, welfare or the environment. Failure to comply with the above
requirements shall preclude Respondent from asserting any claim of force majeure
for that event for the period of time of such failure to comply and for any
additional delay caused by such failure.

63. If EPA, following consultation with the State, agrees that the delay
or anticipated delay is attributable to a force majeure event, the time for
performance of the obligations under this Consent Order that are affected by the
force majeure event will be extended by the Response Agencies for such time as
is necessary to complete those obligations. An extension of the time for
performance of the obligations affected by the force majeure event shall not, of
itself, extend the time for performance of any other obligation. If EPA,
following consultation with the State, does not agree that the delay or
anticipated delay has been or will be caused by a force majeure event, EPA will
notify Respondent in writing of its decision. If EPA, following consultation
with the State, agrees that the delay is attributable to a force majeure event,
EPA will notify Respondent in writing of the length of the extension, if any,
for performance of the obligations affected by the force majeure event.

XVII. STIPULATED PENALTIES

64. Respondent shall be liable for payment into the Hazardous Substances
Superfund administered by EPA of the sums set forth below as stipulated
penalties for each week or part thereof that Respondent fails to comply with a
work schedule or payment schedule in accordance with the requirements contained
in this Consent Order, unless the Response Agencies determine that such a
failure or delay is attributable to force majeure as defined in Section XVI or
is otherwise approved by EPA. Such sums shall be due and payable within thirty
(30) days of receipt of written notification from EPA specifically identifying
the noncompliance and assessing penalties, unless Respondent invokes the
procedures of Section XV (Dispute Resolution). For failure to submit the final
RD Work Plan on schedule, stipulated penalties shall accrue in the amount of
$1,000 per day for the first 7 days and $2,500 per day for each day thereafter.
Stipulated penalties for all other matters shall accrue in the amount of
$1,000.00 for the first week or part thereof, and $1,500.00 for each week or
part thereof thereafter. Stipulated penalties shall begin to accrue on the day
that performance is due or a violation occurs and extends through the period of
correction.

- 17 -

65. The stipulated penalties set forth herein shall not preclude the
Agencies from electing to pursue any other remedy or sanction because of
Respondent's failure to comply with any of the terms of this Consent Order,
including a suit to enforce the terms of this Consent Order. Said stipulated
penalties shall not preclude the EPA from seeking statutory penalties up to the
amount authorized by law if Respondent fails to comply with any requirements of
this Consent Order. Provided, however, that the United States shall not seek
civil penalties pursuant to Section 122(1) of CERCLA for any violation for which
a stipulated penalty is provided herein, except in the case of a willful
violation of this Consent Order.

66. Upon receipt of written demand from EPA, Respondent shall make payment
to EPA within thirty (30) days and interest shall accrue on late payments.
Payments shall be made in accordance with instructions provided by EPA in the
written demand. If Respondent fails to pay stipulated penalties when due, EPA
may institute proceedings to collect the penalties, as well as interest.

67. Even if violations are simultaneous, separate penalties shall accrue
for separate violations of this Consent Order. Penalties shall accrue regardless
of whether EPA has notified Respondent of a violation or act of noncompliance.
The payment of penalties shall not alter in any way Respondent's obligation to
complete the performance of any work required under this Consent Order.
Stipulated penalties shall accrue during any dispute resolution period
concerning the particular penalties at issue, but need not be paid until fifteen
(15) days after the dispute is resolved by agreement or by receipt of EPA's
decision. If Respondent prevails upon resolution, Respondent shall pay only such
penalties as the resolution requires. In its unreviewable discretion, EPA may
waive its rights to demand all or a portion of the stipulated penalties due
under this Section.

XVIII. COVENANT NOT TO SUE BY EPA

68. In consideration of the actions that will be performed under the terms
of this Consent Order, and except as otherwise specifically provided in this
Consent Order, EPA covenants not to sue or to take administrative action
against Respondent pursuant to Sections 106 and 107(a) of CERCLA, 42 U.S.C.
Sections 9606 and 9607(a), for performance of the Work. This covenant not to sue
shall take effect upon the Effective Date and is conditioned upon the complete
and satisfactory performance by Respondent of all obligations under this Consent
Order. This covenant not to sue extends only to Respondent and does not extend
to any other person.

XIX. RESERVATIONS OF RIGHTS BY EPA AND WDNR

69. Except as specifically provided in this Consent Order, nothing herein
shall limit the power and authority of EPA or the United States to take, direct,
or order all actions necessary to protect public health, welfare, or the
environment or to prevent, abate, or minimize an actual or threatened release of
hazardous substances, pollutants or contaminants, or hazardous or solid waste
on, at, or from the Site. Further, nothing herein shall prevent EPA or WDNR from
seeking legal or equitable relief to enforce the terms of this Consent Order,
from taking other legal or equitable action as it deems appropriate and
necessary, or from requiring Respondent in the future to perform additional
activities pursuant to CERCLA or any other applicable law.

- 18 -

70. The covenant not to sue set forth in Section XVIII above does not
pertain to any matters other than those expressly identified therein. EPA and
WDNR reserve, and this Consent Order is without prejudice to, all rights against
Respondent with respect to all other matters, including, but not limited to:

a. claims based on a failure by Respondent to meet a requirement
of this Consent Order;

b. liability for past or future response costs incurred or paid
by the United States or the State for OU1 or for the Site
(except for any Future Response Costs paid pursuant to this
Consent Order);

c. liability for performance of response action other than the
Work;

d. criminal liability;

e. liability for damages for injury to, destruction of, or loss
of natural resources, and for the costs of any natural
resource damage assessments;

f. liability arising from the past, present, or future disposal,
release or threat of release of Waste Materials outside of the
Site; and

g. liability for costs incurred or to be incurred by EPA for
costs of the Agency for Toxic Substances and Disease Registry
related to the Site.

71. Work Takeover. In the event EPA, in consultation with WDNR, determines
that Respondent has ceased implementation of any portion of the Work, is
seriously or repeatedly deficient or late in its performance of the Work, or is
implementing the Work in a manner which may cause an endangerment to human
health or the environment, EPA or WDNR may assume the performance of all or any
portion of the Work as the Response Agencies determine necessary. Costs incurred
by the United States or the State in performing the Work pursuant to this
Paragraph shall be considered Future Response Costs. In accordance with
Paragraph 53 (Liability for Future Response Costs), Respondent may be required
to reimburse the United States and the State for all such Future Response
Costs. Respondent may invoke the procedures set forth in Section XV (Dispute
Resolution) to dispute EPA's determination that takeover of the Work is
warranted under this Paragraph. Notwithstanding any other provision of this
Consent Order, EPA and WDNR retain all authority and reserve all rights to take
any and all response actions authorized by law.

XX. COVENANT NOT TO SUE BY RESPONDENT

72. Respondent covenants not to sue and agrees not to assert any claims or
causes of action against the United States or the State, or their contractors or
employees, with respect to the Work or this Consent Order, including, but not
limited to:

a. any direct or indirect claim for reimbursement from the Hazardous
Substance Superfund established by 26 U.S.C. Section 9507, based on Sections
106(b)(2), 107, 111,

- 19 -

112, or 113 of CERCLA, 42 U.S.C. Sections 9606(b)(2), 9607, 9611, 9612, or 9613,
or any other provision of law;

b. any claim arising out of the Work, including any claim under the
United States Constitution, the Constitution of the State of Wisconsin, the
Tucker Act, 28 U.S.C. Section 1491, the Equal Access to Justice Act, 28 U.S.C.
Section 2412, as amended, or at common law; or

c. any claim against the United States or the State pursuant to
Sections 107 and 113 of CERCLA, 42 U.S.C. Sections 9607 and 9613, relating to
the Work.

73. These covenants not to sue shall not apply in the event the United
States brings a cause of action or issues an order pursuant to the reservations
set forth in Paragraphs 70(b), (c), and (e) - (g), but only to the extent that
Respondent's claims arise from the same response action, response costs, or
damages that the United States is seeking pursuant to the applicable
reservation.

74. Nothing in this Agreement shall be deemed to constitute approval or
preauthorization of a claim within the meaning of Section 111 of CERCLA, 42
U.S.C. Section 9611, or 40 C.F.R. Section 300.700(d).

XXI. OTHER CLAIMS

75. Respondent waives all claims or demands for compensation under
Sections 106, 111 and 112 of CERCLA, 42 U.S.C. Sections 9606, 9611 and 9612
against the United States or the Hazardous Substances Superfund established by
Section 9507 of Title 26 of the United States Code arising from activity
performed pursuant to this Consent Order. This Consent Order does not constitute
any decision on preauthorization of funds under Section 111(a)(2) of CERCLA, 42
U.S.C. Section 9611(a)(2). Respondent further waives all other statutory and
common law claims against the Response Agencies, including, but not limited to,
contribution and counterclaims, relating to or arising out of conduct of the
Work.

76. Nothing in this Consent Order shall constitute or be construed as a
release from any claim, cause of action or demand in law or equity against any
person, firm, partnership, subsidiary or corporation not a signatory to this
Consent Order for any liability it may have arising out of or relating in any
way to the generation, storage, treatment, handling, transportation, release, or
disposal of any hazardous substances, pollutants, or contaminants found at,
taken to, or taken from Operable Unit 1.

77. Respondent specifically reserves all rights and defenses that it may
have, including but not limited to any rights to contest any Findings of Fact
and Conclusions of Law and Determinations set forth in Sections V and VI of this
Consent Order in any proceeding other than an action brought by EPA or the State
to enforce this Consent Order. Under this Consent Order, Respondent specifically
reserves any right it may have to seek review of the remedial action selected in
the ROD as authorized by CERCLA Section 113(h), 42 U.S.C. Section 9613(h), other
than in an action brought by EPA or the State to enforce this Consent Order.

78. Each party to this Consent Order shall bear its own costs and
attorneys fees.

- 20 -

XXII. CONTRIBUTION PROTECTION AND EFFECT OF SETTLEMENT

79. The Parties agree that Respondent is entitled, as of the Effective
Date, to protection from contribution actions or claims as provided by Sections
113(f)(2) and 122(h)(4) of CERCLA, 42 U.S.C. Sections 9613(f)(2) and 9622(h)(4),
for "matters addressed" in this Consent Order. The "matters addressed" in this
Consent Order are the Work. Nothing in this Consent Order precludes the United
States, the State, or Respondent from asserting any claims, causes of action, or
demands against any person not parties to this Consent Order for
indemnification, contribution, or cost recovery.

80. The Parties agree and acknowledge that the Response Agencies shall
recognize that Respondent is entitled to full credit for all response costs
incurred in performance of the Remedial Design and all future response costs
paid under this Consent Order, with such credit to be applied against
Respondent's liabilities for response costs at the Site; provided, however, that
the credit ultimately recognized shall take into account the amount of any
recoveries by Respondent of any portion of such payments from other liable
persons such as through a recovery under Sections 107 and 113 of CERCLA, 42
U.S.C. Sections 96707 and 9613.

XXIII. INDEMNIFICATION

81. Respondent shall indemnify, save and hold harmless the United States,
the State, and their officials, agents, contractors, subcontractors, employees
and representatives from any and all claims or causes of action arising from, or
on account of, negligent or other wrongful acts or omissions of Respondent, its
officers, directors, employees, agents, contractors, or subcontractors, in
carrying out actions pursuant to this Consent Order. In addition, Respondent
agrees to pay the United States and/or the State all costs incurred by the
United States and/or the State, including but not limited to attorneys fees and
other expenses of litigation and settlement, arising from or on account of
claims made against the United States and/or the State based on negligent or
other wrongful acts or omissions of Respondent, its officers, directors,
employees, agents, contractors, subcontractors and any persons acting on their
behalf or under their control, in carrying out activities pursuant to this
Consent Order. Neither the United States nor the State shall be held out as a
party to any contract entered into by or on behalf of Respondent in carrying out
activities pursuant to this Consent Order. Neither Respondent nor any such
contractor shall be considered an agent of the United States or the State.

82. The United States and/or the State shall give Respondent notice of any
claim for which the United States and/or the State plan to seek indemnification
pursuant to this Section and shall consult with Respondent prior to settling
such claim.

83. Respondent waives all claims against the United States and the State
for damages or reimbursement or for set-off of any payments made or to be made
to the United States and/or the State, arising from or on account of any
contract, agreement, or arrangement between Respondent and any person for
performance of response actions on or relating to the Site, including, but not
limited to, claims on account of construction delays. In addition, Respondent
shall indemnify and hold harmless the United States and the State with respect
to any and all claims for damages or reimbursement arising from or on account of
any contract, agreement, or

- 21 -

arrangement between Respondent and any person for performance of response
actions on or relating to the Site, including, but not limited to, claims on
account of construction delays.

XXIV. RECORD PRESERVATION

84. Respondent shall preserve all records and documents which relate to
implementation of the RD at Operable Unit 1 for a minimum of ten (10) years
following completion of Remedial Action construction. Respondent shall acquire
and retain copies of all documents that relate to Remedial Design for Operable
Unit 1 and are in the possession of its employees, agents, accountants,
contractors, or attorneys. After this 10-year period, Respondent shall notify
the Response Agencies at least ninety (90) days before the documents are
scheduled to be destroyed. If EPA or WDNR request that the documents be saved,
Respondent shall, at no cost to the Response Agencies, give the Response
Agencies the documents or copies of the documents.

XXV. NOTICES AND SUBMISSIONS

85. Documents, including but not limited to reports, approvals,
disapprovals, and other correspondence which must be submitted under this
Consent Order, shall be sent by overnight delivery or certified mail, return
receipt requested, to the following addressees or to any other addressees which
the Respondent, EPA, and WDNR designate in writing:

As to the United States:

James Hahnenberg
EPA Project Coordinator
United States Environmental Protection Agency
77 West Jackson Blvd., mail code: SR-6J
Chicago, Illinois 60604-3590
Phone: (312) 353-4213
FAX: (312) 886-4071
E-mail: Hahnenberg.James@epa.gov

with a copy to:

Roger Grimes (C-14J)
Assistant Regional Counsel
U.S. Environmental Protection Agency
Region 5
77 West Jackson Blvd.
Chicago, IL 60604
Phone: (312) 886-6595
FAX: (312) 886-0747
E-mail: grimes.roger@epa.gov

- 22 -

As to the State:

Gregory Hill
WDNR Project Coordinator
Wisconsin Department of Natural Resources

P.O. Box 7921 101 S. Webster St.
Madison, WI 53707-7921 Madison, WI 53703
(Regular Mail) (Over-Night Mail)
Phone: (608) 267-9352
FAX: (608) 267-2800
E-mail: hillg@dnr.state.wi.us

As to the Respondent:

J.P. Causey Jr.
Vice President & Secretary / WTM I Company
c/o Chesapeake Corporation
1021 E. Cary Street
Box 2350
Richmond, VA 23218-2350
Phone: (804) 697-1166
FAX: (804) 697-1192
E-mail: jp.causey@cskcorp.com

with a copy to:

Nancy K. Peterson
Quarles & Brady LLP
411 E. Wisconsin Ave.
Milwaukee, WI 53202-4497
Phone: (414) 277-5515
Fax: (414) 203-0190
E-mail: nkp@quarles.com

XXVI. EFFECTIVE DATE OF CONSENT ORDER

86. This Consent Order shall become effective upon receipt by Respondent
of the Consent Order signed by the Director of the Superfund Division, EPA,
Region 5 and the Secretary of the WDNR.

XXVII. COMMUNITY RELATIONS

87. Respondent shall cooperate with the Response Agencies in providing RD
information to the public. If requested by the Response Agencies, Respondent
shall participate in the preparation of all RD information disseminated to the
public pertaining to Operable Unit 1.

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XXVIII. MODIFICATION OF CONSENT ORDER

88. In addition to the procedures set forth in Section VIII (Project
Coordinators), Section IX (Work to be Performed), Section XV (Dispute
Resolution) and Section XVI (Force Majeure), this Consent Order may be amended
by mutual agreement of the Parties. Amendments shall be in writing and shall
become effective on the date of execution by the Response Agencies. Project
Coordinators do not have the authority to sign amendments to the Consent Order.

89. No informal advice, guidance, suggestions, or comments by the Response
Agencies regarding reports, plans, specifications, schedules, and any other
writing submitted by the Respondent will be construed as relieving Respondent of
its obligation to obtain such formal approval as may be required by this Consent
Order. Any deliverables, plans, technical memoranda, reports (other than
progress reports), specifications, schedules and attachments required by this
Consent Order are, upon approval by the Response Agencies, incorporated into
this Consent Order.

XXIX. NOTICE OF COMPLETION

90. At the request of Respondent, the Response Agencies shall promptly
determine whether all actions have been performed in accordance with this
Consent Order, except for certain continuing obligations required by this
Consent Order (e.g., record retention). Any request shall demonstrate in writing
that such actions have been performed in accordance with this Consent Order and
shall be accompanied by the following attestation by a responsible official for
the Respondent: "I certify that the information contained in or accompanying
this certification is true, accurate, and complete." Upon such determination by
the Response Agencies, the Response Agencies will promptly provide written
notice to Respondent. Such notice will not be unreasonably withheld. If the
Response Agencies determine that any required response activities have not been
completed in accordance with this Consent Order, they will notify Respondent,
provide a list of the deficiencies, and require that Respondent correct such
deficiencies.

- 24 -

IN THE MATTER OF:
Administrative Order by Consent

Lower Fox River and Green Bay Site

AGREED AS STATED ABOVE:

WTM I Company
(f/k/a Wisconsin Tissue Mills Inc.)

BY: /s/ J.P. Causey Jr. DATE: June 23, 2003
-----------------------------------
Name: J.P. Causey Jr.
Title: Vice President

- 25 -

IN THE MATTER OF:
Administrative Order by Consent

Lower Fox River and Green Bay Site

IT IS SO ORDERED AND AGREED:

U.S. ENVIRONMENTAL PROTECTION AGENCY

BY: /s/ William E. Muno DATE: 7/1/03
-----------------------------------
William E. Muno, Director
Superfund Division
U.S. Environmental Protection Agency

Region 5

WISCONSIN DEPARTMENT OF NATURAL RESOURCES

BY: /s/ Scott Hassett DATE: 6/23/03
-----------------------------------
Scott Hassett, Secretary

- 26 -

STATEMENT OF WORK

FOR THE REMEDIAL DESIGN FOR

OPERABLE UNIT 1 AT THE

LOWER FOX RIVER AND GREEN BAY SITE

BROWN, OUTAGAMIE, AND WINNEBAGO COUNTIES, WISCONSIN

I. PURPOSE

This Statement of Work (SOW) sets forth the requirements for the Remedial Design
(RD) for all components of the remedial action set forth in the Record of
Decision (ROD) for Operable Unit 1 (OU1) of the Lower Fox River and Green Bay
Site (Site).(1) This ROD encompasses Operable Unit 1 and Operable Unit 2 and was
signed by the Deputy Administrator, Water Division, Wisconsin Department of
Natural Resources (WDNR) and the Superfund Director of EPA Region 5 on December
18, 2002 and December 20, 2002, respectively.(2) This SOW addresses only the
Remedial Design for OU1. The Respondent shall develop the Remedial Design
consistent with the ROD, the Consent Order to which this SOW is attached (AOC),
EPA Superfund Remedial Design and Remedial Action Guidance, and any additional
guidance provided by the Response Agencies in submitting deliverables for
designing a remedial action for the Site. This SOW does not include
implementation of the remedy.

II DESCRIPTION OF THE REMEDIAL ACTION / PERFORMANCE STANDARDS

The Respondent shall design the remedy necessary to meet the Performance
Standards and specifications set forth in the ROD for OU1, as discussed below
(Alternative C2). The Remedial Design shall address the timing and sequencing of
the remedial action to account for the multifaceted and multi-year components of
the remedy. Appropriate consideration of the provisions of the contingent ROD,
and such other work as proposed by Respondent under the AOC, may also be
incorporated into the Remedial Design process.

- ----------
(1) "Operable Unit 1" or "OU1" shall mean the Little Lake Butte des
Morts reach of the Lower Fox River, as delineated by the Record of
Decision signed by WDNR and EPA in December 2002. More specifically, OU1
is the portion of the Lower Fox River (and the underlying River sediment)
starting at the outlet of Lake Winnebago at the Neenah Dam and the Menasha
Dam downstream to the Upper Appleton Dam, including sediment deposits A
through H and POG. As so defined, OU1 is depicted in Figure 7-9 of the
December 2002 Final Feasibility Study, a copy of which is attached to the
Consent Order as Attachment B.

(2) Operable Units 3, 4, and 5 of the Lower Fox River and Green Bay Site will
be addressed in a separate Record of Decision.

OPERABLE UNIT 1 - LITTLE LAKE BUTTE DES MORTS, ALTERNATIVE C2 - Alternative C2
includes the removal of sediment with PCB concentrations greater than the 1 ppm
remedial action level (RAL), followed by dewatering and off-site disposal of the
sediment

- - SITE MOBILIZATION AND PREPARATION. The staging area for OU1 will be
determined during the design stage. Site preparation at the staging area
will include collecting soil samples, securing the onshore property area
for equipment staging, and constructing the sediment dewatering facility,
water treatment facilities, and sediment storage and truck loading areas

- - SEDIMENT REMOVAL. Sediment removal will be conducted using a dredge (e.g.,
cutterhead or horizontal auger or other method) or other suitable sediment
removal equipment.

- - SEDIMENT DEWATERING. Sediment that is removed will require dewatering.

- - WATER TREATMENT. Unless other arrangements can be made, water treatment
will consist of flocculation, clarification, sand filtration, and
treatment through activated carbon filters.

- - SEDIMENT DISPOSAL. Sediment disposal includes the loading and
transportation of the sediment to an NR 500 landfill with Toxic Substances
Control Act (TSCA) approval, if needed.

- - DEMOBILIZATION AND SITE RESTORATION. Demobilization and site restoration
will involve removing all equipment from the staging and work areas and
restoring the site to, at a minimum, its original condition before
construction of the staging area commenced.

- 2 -

- - ACHIEVEMENT OF REMEDIAL ACTION LEVEL OBJECTIVE. The mass and volume to be
remediated will be determined by (1) establishing a dredge elevation based
on a RAL of 1 ppm or, if sampling conducted after dredging is completed
shows that the 1 ppm RAL has not been achieved, (2) by achieving a Surface
Weighted Average Concentration (SWAC) of 0.25 ppm.(3)

III. SCOPE OF REMEDIAL DESIGN

The Remedial Design shall be consistent with the ROD for OU1. Specific tasks are
described below.

TASK 1: REMEDIAL DESIGN WORK PLAN

Within 60 days of receiving Notice of Authorization to proceed with Remedial
Design, Respondent shall submit a complete Remedial Design Work Plan (RD Work
Plan) to EPA and WDNR for their review and approval. The RD Work Plan shall
discuss how each component of the OU1 remedy will be addressed, identify tasks
necessary for completing the pre-design investigations and design work required
by the ROD for OU1, and provide an overall management strategy for completion of
such tasks. The RD Work Plan shall also include a project schedule for each
major activity and submission of deliverables to be generated during the
Remedial Design. The plan shall document the responsibility and authority of all
organizations and key personnel involved with the design and shall include a
description of qualifications of key personnel directing the Remedial Design,
including contractor personnel. Respondent shall submit the RD Work Plan in
accordance with Section X of the Consent Order and Section IV of this SOW. Once
EPA and WDNR approve the RD Work Plan, Respondent shall implement the plan in
accordance with the approved schedule therein.

TASK 2: PRE-DESIGN PHASE

On or before July 21, 2003, Respondent shall submit a Pre-design Sampling Plan
for OU1 to WDNR and EPA for their review and approval. Among other things, the
Pre-design Sampling Plan will describe necessary field and analytical
evaluations of sediment in OU1 required for completion of the Remedial Design.
The Pre-design Sampling Plan will consist of the Quality Assurance Project Plan,
Sampling and Analysis Plan, and Health and Safety Plan. The Plan will not
address baseline bathymetric and related surveys, which have been or will be

- ----------
(3) The Parties recognize that an Explanation of Significant Differences or
ROD Amendment issued by the Response Agencies could result in an
alternative RAL or SWAC.

- 3 -

performed by WDNR and/or EPA. Respondent shall submit any necessary
modifications to these documents for review and approval prior to implementing
the pre-design investigation.

Validated sample results shall be submitted in accordance with provisions in
Section X of the AOC. Following completion of sampling and validation of data,
Respondent shall submit a Basis of Design Report for approval by the Response
Agencies which shall include all information collected during the pre-design
investigation, as well as appropriate literature and design references. The
Basis of Design report shall include the basis for designation of specific
sediment deposits in OU1 for remediation. The designation of sediment deposits
for removal will be subject to approval by the Response Agencies and be
consistent with the Record of Decision for OU1. Presentation of alternative
remedial measures may be made for Response Agencies' approval under the
provisions of the contingent ROD.

TASK 3: REMEDIAL DESIGN PHASES

Following completion of the Pre-Design Phase, Respondent shall prepare
construction plans and specifications to implement the Remedial Action at OU1 as
described in the ROD and this SOW. Such plans and specifications shall be
submitted in accordance with the schedule set forth in Section IV below. Subject
to approval by EPA and WDNR, Respondent may submit more than one set of design
submittals reflecting different components of the Remedial Action. All design
plans and specifications shall be developed consistent with EPA's Superfund
Remedial Design and Remedial Action Guidance (OSWER Directive No. 9355.0-4A),
except as otherwise specified in this SOW, and shall demonstrate that the
Remedial Action based on the final Remedial Design will meet all Performance
Standards. Respondent shall meet regularly with EPA and WDNR to discuss design
issues. If Respondent, consistent with the ROD capping contingency, proposes to
leave any capped area in place as part of the final remedy either based on
recharacterization and/or other information, Respondent shall provide a detailed
submittal with technical justification supporting such a proposal to WDNR and
EPA for review and approval. This submittal shall be consistent with ROD
Sections 13.4 and 13.5 and all appropriate EPA Guidance, and in accordance with
a schedule established in the approved RD Work Plan.

If Respondent, based on investigation activities and assessments conducted
during the design phase, proposes that alternative remedial measures be
designated by the Response Agencies for any portion of OU1, Respondent shall
provide a detailed submittal with technical justification supporting such a
proposal to WDNR and EPA for review

- 4 -

and approval. The submittal shall be consistent with all appropriate EPA
Guidance. Approval of the proposal will require either an Explanation of
Significant Differences or a ROD Amendment by EPA and WDNR before it becomes
effective. The submittal shall be in addition to all other submittals required
by this SOW, and shall not delay the submittal of other design documents.
Respondent may make a submittal proposing alternate remedial measures, and EPA
and WDNR will consider the submittal, either during design or after the Final
Design is completed, but before remedial action commences in the portion(s) of
OU1 addressed by the submittal.

A. Preliminary Design (50%)

Respondent shall submit the Preliminary Design for OU1 to EPA and WDNR for
review and approval when the design effort is approximately 50% complete. The
Preliminary Design submittal shall include or discuss, at a minimum, the
following:

- Preliminary plans, drawings, and sketches, including design
calculations;

- Results of studies and additional field sampling and analysis, if
any, conducted after the Pre-Design Phase;

- Design assumptions and parameters, including design restrictions,
process performance criteria, appropriate unit processes for the
treatment train, and expected removal or treatment efficiencies for
both the process and waste (concentration and volume), as
applicable;

- Sediment Removal Verification Plan (in appropriate phase), including
the proposed cleanup verification methods (i.e., probing methods)
and compliance with Applicable or Relevant and Appropriate
Requirements (ARARs);

- Outline of required specifications;

- Proposed siting/locations of processes/construction activity;

- Mitigation Plan to restore habitats that have been physically
impacted by sediment removal equipment or soil excavation equipment
(not including the soft sediment deposits themselves);

- Expected long-term monitoring and operation requirements;

- Real estate, easement, and permit requirements;

- 5 -

- Preliminary construction schedule, including contracting strategy.

B. Pre-Final Design (90%)

The Respondent shall submit the Pre-Final Design when the design effort is 90%
complete. The Pre-Final Design shall fully incorporate all Response Agency
comments made to the Preliminary Design.

The Pre-Final Design submittals shall include those elements listed for the
Preliminary Design, as well as the following:

- Draft Construction Quality Assurance Project Plan;

- Final Health and Safety Plan;

- Final Contingency Plan;

- Final Sediment Removal Verification Plan;

- Draft Operation and Maintenance Plan;

- Capital and Operation and Maintenance Cost Estimate. This cost
estimate shall refine the Feasibility Study cost estimate to reflect
the detail presented in the Pre-Final Design;

- Final Project Schedule for the construction and implementation of
the Remedial Action addressed in this SOW which identifies timing
for initiation and completion of all critical path tasks. The final
project schedule submitted as part of the Final Design shall include
specific dates for completion of the project and major milestones.
Specific dates will assume and be dependant upon, a defined start
date.

C. Final Design (100%)

The Respondent shall submit the Final Design when the design effort is 100%
complete. The Final Design shall fully incorporate all Response Agency comments
made to the Pre-Final Design and shall include reproducible drawings and
specifications suitable for bid advertisement. The Final Design submittals shall
include those elements listed for the Pre-Final Design.

- 6 -

D. Content of Supporting Plans

1. Health and Safety Plan (HSP)

Respondent shall develop and submit to EPA / WDNR for review and comment a
site-specific HSP which is designed to protect construction personnel and area
residents from physical, chemical, and other hazards posed by any work at the
Site during the RA. The Health and Safety Plan shall follow OSHA requirements as
outlined in 29 CFR Sections 1910 and 1926.

2. Contingency Plan

Consistent with the Consent Order, Respondent shall develop and submit to
EPA / WDNR for approval a Contingency Plan that describes the mitigation
procedures it will use in the event of an accident or emergency at the Site. The
Contingency Plan may be incorporated into the HSP. The final Contingency Plan
shall be submitted prior to the start of construction, in accordance with the
approved construction schedule. The Contingency Plan shall include, at a
minimum, the following:

a. Name of the person or entity responsible for responding in the
event of an emergency incident;

b. Plan and date to meet with the local community, including
local, State and Federal agencies involved in the Remedial
Action, as well as local emergency squads and hospitals; and,

c. First aid medical information

3. Construction Quality Assurance Project Plan (CQAPP)

Respondent shall develop and submit to EPA / WDNR for review and approval
a draft CQAPP which describes the site specific components of the quality
assurance program that the Respondent shall use to ensure that the completed
project meets or exceeds all design criteria, plans, and specifications. The
final CQAPP shall be submitted in accordance with the approved RA Work Plan
schedule. The CQAPP shall contain, at a minimum, the following elements:

a. Responsibilities and authorities of all organizations and key
personnel involved in the construction of the Remedial Action.

- 7 -

b. Qualifications of the Quality Assurance Official to
demonstrate that he/she possesses the training and experience
necessary to fulfill his/her identified responsibilities.

c. Protocols for sampling and testing used to monitor the
remedial action.

d. Identification of proposed quality assurance sampling
activities including the sample size, locations, frequency of
testing, acceptance and rejection data sheets, problem
identification and corrective measures reports, evaluation
reports, acceptance reports, and final documentation.

e. Reporting requirements for CQAPP activities shall be described
in detail in the CQAPP. This shall include such items as daily
summary reports, inspection data sheets, problem
identification and corrective measures reports, and design
acceptance reports, and final documentation. Provisions for
the final storage of all OU1 cleanup records shall be
presented in the CQAPP.

4. Sediment Removal Verification Plan

Respondent shall develop and submit a Sediment Removal Verification Plan
to EPA / WDNR for review and approval. The purpose of the Sediment Removal
Verification Plan is to provide a mechanism to ensure that Performance Standards
for the Remedial Action are met. Once approved, the Sediment Removal
Verification Plan shall be implemented on the approved schedule. The Sediment
Removal Verification Plan shall include, at a minimum:

a. Quality Assurance Project Plan (may be part of RA QAPP);

b. Health and Safety Plan (may be part of RA HSP); and

c. Field Sampling Plan.

IV. SUMMARY OF MAJOR DELIVERABLES / SCHEDULE

A summary of the project schedule and reporting requirements for each phase of
the OU1 Remedial Action contained in this OU1 RD SOW is presented below. The
draft Pre-design Sampling Plan will sequence the work so that samples are first
collected and analyzed from Deposit A/B. The portion of the design necessary to
commence construction of the remedial action in 2004 will be expedited on a
schedule to be specified in the RD Work Plan.

- 8 -

Unless modified by the final RD Work Plan or otherwise approved in writing by
the Project Coordinators, the project schedule will be as follows:

Deliverable / Milestone Due Date (calendar days)
- ------------------------------ ---------------------------------------------

Draft Pre-design Sampling Plan July 21, 2003

Draft RD Work Plan Sixty (60) days after receiving Notice of
Authorization to proceed with RD.

Final RD Work Plan Thirty (30) days after the receipt of
comments.

Monthly Progress Reports As described in the Consent Order and SOW.

Pre-design Sampling Initiate within thirty (30) days after
receipt of Notice of Authorization to proceed
with pre-design investigation approved in
Pre-design Sampling Plan, but no earlier than
August 4, 2003.

Basis of Design Report Ninety (90) days after receipt of
validated data from the pre-design
investigation.

Preliminary Design (50%) One hundred and eighty (180) days after
receipt of validated data from the pre-design
investigation or sixty (60) days after
approval of the Basis of Design, whichever is
later..

Pre-Final Design (90%) Ninety (90) days after receipt of comments
from EPA and WDNR on the Preliminary Design
for that phase.

Final Design (100%) Thirty (30) days after receipt of comments
from EPA and WDNR on the Pre-Final Design for
that phase.

- 9 -

[MAP]

CONSENT DECREE APPENDIX G

MAP OF OPERABLE UNIT 1

[MAP]

CONSENT DECREE APPENDIX H

RECORD OF DECISION FOR OPERABLE UNITS 1 AND 2

Record of Decision
Operable Unit 1 and Operable Unit 2

[EPA LOGO] [WISCONSIN LOGO]

Lower Fox River and Green Bay Site
Wisconsin

December 2002

SUPERFUND RECORD OF DECISION (ROD)
FOR OPERABLE UNITS I AND 2
WISCONSIN DNR AND U.S. EPA

LOWER FOX RIVER
BROWN, OUTAGAMIE, AND WINNEBAGO COUNTIES, WISCONSIN,
WID000195481
DECEMBER 2002

TABLE OF CONTENTS

Executive Summary

Part 1: Declaration for the Record of Decision

Part 2: The Record of Decision

1. SITE NAME, LOCATION, AND BRIEF DESCRIPTION .......................... 1
1.1 Site Name and Location .......................................... 1
1.2 Brief Description ............................................... 2
1.3 Lead Agency ..................................................... 3
2. SITE HISTORY AND ENFORCEMENT ACTIVITIES ............................. 3
2.1 Site History .................................................... 3
2.2 Actions to Date ................................................. 4
2.3 Enforcement Activities .......................................... 8
3. COMMUNITY PARTICIPATION ............................................. 8
3.1 Public Participation ............................................ 8
4. SCOPE AND ROLE OF RESPONSE ACTION ................................... 10
5. PEER REVIEW ......................................................... 11
6. SITE CHARACTERISTICS ................................................ 12
6.1 Conceptual Site Model ........................................... 12
6.2 Results of the Remedial Investigation ........................... 14
6.2.1 Site Overview .............................................. 14
6.2.2 Summary of Sampling Results ................................ 14
6.2.3 Nature of Contamination .................................... 14
6.2.4 Geochemistry and Modeling Conclusions ...................... 19
7. CURRENT AND POTENTIAL FUTURE SITE AND RESOURCE USES ................. 19
7.1 Current and Reasonably Anticipated Future Land Use .............. 19
7.2 Surface Water Uses .............................................. 20
8. SUMMARY OF SITE RISKS ............................................... 20
8.1 Identification of Chemicals of Concern .......................... 21
8.2 Human Health Risk Assessment .................................... 21
8.2.1 Summary Of Site Risks ...................................... 21
8.2.2 Data Collection and Analysis ............................... 21
8.2.3 Exposure Assessment ........................................ 23
8.2.4 Toxicity ................................................... 24
8.2.5 Risk Characterization ...................................... 25
8.2.6 Cancer Risks ............................................... 25
8.2.7 Non-Cancer Health Hazards .................................. 26
8.2.8 Probabilistic Analysis ..................................... 27
8.2.9 Uncertainty ................................................ 28
8.3 Ecological Risk Assessment ...................................... 29

TABLE OF CONTENTS

8.3.1 Screening Ecological Risk Assessment ....................... 30
8.3.2 Baseline Ecological Risk Assessment ........................ 31
8.4 Derivation of SQTs .............................................. 49
8.5 Basis for Action ................................................ 50
9. REMEDIAL ACTION OBJECTIVES .......................................... 50
9.1 Remedial Action Objectives ...................................... 50
9.2 Applicable or Relevant and Appropriate Requirements (ARARs) ..... 52
10. DESCRIPTION OF ALTERNATIVES ........................................ 53
10.1 Description of Alternative Components .......................... 55
10.2 Key/Common Elements ............................................ 57
11. COMPARATIVE ANALYSIS OF ALTERNATIVES ............................... 59
11.1 Operable Unit 1 (Little Lake Butte des Morts) .................. 60
11.1.1 Threshold Criteria for Operable Unit 1 .................... 61
11.1.2 Balancing Criteria for Operable Unit 1 .................... 65
11.1.3 Agency and Community Criteria for Operable Unit ........... 74
11.2 Operable Unit 2 (Appleton to Little Rapids) .................... 74
11.2.1 Threshold Criteria for Operable Unit 2 .................... 75
11.2.2 Balancing Criteria for Operable Unit 2 .................... 77
11.2.3 Agency and Community Criteria for Operable Unit 2 ......... 79
12. PRINCIPAL THREAT WASTES ............................................ 79
13. SELECTED REMEDY .................................................... 80
13.1 The Selected Remedy ............................................ 80
13.2 Summary of the Estimated Costs of the Selected Remedy .......... 82
13.3 Cleanup Standards and Outcomes for the Selected Remedy ......... 82
13.3.1 Achieving Cleanup Standards ............................... 83
13.3.2 Expected Outcomes of Selected Remedy and RAL Rationale .... 83
13.4 Contingent Remedy - In Situ Capping (i.e., "Partial
Capping" or "Supplemental Capping") ............................ 89
13.5 Basis for Implementing the Contingent Remedy (OU 1) ............ 90
13.6 Description of Contingent Remedy ............................... 90
13.7 Estimated Costs of the Contingent Remedy ....................... 91
14. STATUTORY DETERMINATIONS ........................................... 91
14.1 Protection of Human Health and the Environment ................. 91
14.2 Compliance with ARARs .......................................... 91
14.2.1 Potential Chemical-Specific ARARs ......................... 91
14.2.2 Potential Action- and Location-Specific ARARs ............. 93
14.2.3 Additional To Be Considered Information ................... 94
14.3 Cost-Effectiveness ............................................. 96
14.4 Utilization of Permanent Solutions and Alternative
Treatment Technologies or Resource Recovery
Technologies to the Maximum Extent Practicable ................. 96
14.5 Preference for Treatment as a Principal Element ................ 96
14.6 Five-Year Review Requirements .................................. 97
11. DOCUMENTATION OF SIGNIFICANT CHANGES FROM PREFERRED
ALTERNATIVE OF PROPOSED PLAN ....................................... 97

TABLE OF CONTENTS

TABLES

Table 1 PCB Distribution in the lower Fox River OUs 1 and 2
Table 2 Predominant Land Use by Operable Unit
Table 3 Summary of PCB Data and Medium-Specific Human Exposure Point
Concentrations for OU 1
Table 4 Summary of PCB Data and Medium-Specific Human Exposure Point
Concentrations for OU 2
Table 5 Cancer Risk from Fish Ingestion - Summary for OU 1
Table 6 Cancer Risk from Fish Ingestion - Summary for OU 2
Table 7 Non-Cancer Health Hazard from Fish Ingestion - Summary for OU 1
Table 8 Non-Cancer Health Hazard from Fish Ingestion - Summary for OU 2
Table 9 Summary of Chemicals of Concern and Medium-Specific Exposure Point
Concentrations for Water Column Invertebrates
Table 10 Summary of Chemicals of Concern and Medium-Specific Exposure Point
Concentrations for Benthic Invertebrates
Table 11 Summary of Chemicals of Concern and Medium-Specific Exposure Point
Concentrations for Fish
Table 12 Summary of Chemicals of Concern and Medium-Specific Exposure Point
Concentrations for Birds
Table 13 Summary of Chemicals of Concern and Medium-Specific Exposure Point
Concentrations for Mammals
Table 14 Ecological Risk Summary
Table 15 Years to Human Health and Ecological Thresholds for Lower Fox River at 1 ppm
PCB Action Level and No Action in OU 1
Table 16 Human Health Sediment Quality Threshold (SQT) Values
Table 17 Ecological Sediment Quality Threshold (SQT) Values
Table 18 Operable Unit 1. Little Lake Butte des Morts Alternatives
Table 19 Post-Remediation Sediment and Surface Water Concentrations in OU 1
Table 20 Time Achieve Acceptable Fish Tissue Concentrations for Walleye in OU 1
Table 21 Time Required to Achieve Protective Levels in Sediments for Representative
Ecological Receptors in OU 1
Table 22 Operational Components for OU 1 Alternatives
Table 23 Final Disposition of Contaminated Sediments in OU 1
Table 24 Comparison of Present Worth Costs for OU 1 Alternatives at the 1 ppm RAL
Table 25 Operable Unit 2. Appleton to Little Rapids Alternatives
Table 26 Post-Remediation Sediment and Surface Water Concentrations in OU 2
Table 27 Time to Achieve Acceptable Fish Tissue Concentrations for Walleye in OU 2 at 1 ppm
Table 28 Time to Protective Levels in Sediments for Representative Ecological Receptors in OU 2.
Table 29 Comparison of Present Worth Costs for OU 2 Alternatives at a 1 ppm RAL
Table 30 Estimated Years to Reach Human Health and Ecological Thresholds to Achieve
Risk Reduction for the Operable Unit 1 at a RAL of 1.0 ppm
Table 31 Fox River ARARs

iii

TABLE OF CONTENTS

FIGURES

Figure 1 Lower Fox River PCB Contaminated Sediment Deposits and Operable Units
Figure 2 Human Health Site Conceptual Model
Figure 3 Ecological Site Conceptual Model .
Figure 4 Relationship of Models Used for Risk Projections in the Lower Fox River and Green Bay
Figure 5 Remedial Action Levels and Estimated SWACS for Evaluated RALs for OU 1 (from FS Table 5-4)
Figure 6 Estimates of Surface Water PCB Concentrations for the Evaluated RALs 30 Years After Completion
of Remedial Activities for OU 1
Figure 7 Time to Achieve Acceptable Fish Tissue Concentrations for OU 1
Figure 8 Time to Safe Fish Consumption by Birds in OU 1
Figure 9 RALs and Downstream Loadings in OU 1

APPENDICES

Appendix A - Responsiveness Summary
Appendix B - White Papers
Appendix C - Administrative Record Index .

LIST OF ACRONYMS AND ABBREVIATIONS

API/NCR - Appleton Papers Inc./NCR Corp.
ARAR - applicable or relevant and appropriate requirement
AR - administrative record
AOC - Administrative Order on Consent or Area of Concern
BTAG - Biological Technical Assistance Group
BLERA - Baseline Ecological Risk Assessment
BLRA - Baseline Human Health and Ecological Risk Assessment
CERCLA - Comprehensive Environmental Response, Compensation, and Liability Act
cfs - cubic feet per second
CWA - Clean Water Act
cy - cubic yard
CIP - Community Involvement Plan
CWAC - Clean Water Action Council
COC - Chemical of Concern
CT - central tendency
CTE - central tendency exposure
CSF - Cancer Slope Factor
CDI - Chronic Daily Intake
COPC - Chemical of Potential Concern
CDF - Confined Disposal Facility
CAD - Confined Aquatic Disposal
DDT - dichlorodiphenyltrichloroethane
DDD - dichlorodiphenyldichloroethane
DDE - Dieldrin
DO - dissolved oxygen
EPA - Environmental Protection Agency
ESD - Explanation of Significant Difference
ERA- Ecological Risk Assessment
FS - Feasibility Study
FRFOOD - Fox River Food Chain Model
FRC - Fox River Coalition
FRG - Fox River Group
FRDB - Fox River Data Base
GBRAP - Green Bay Remedial Action Plan
GBMBS - Green Bay Mass Balance Study
GFT Glass Furnace Technology
GLNPO - Great Lakes National Program Office
HHRA- Human Health Risk Assessment
HI - Hazard Index
HQ - Hazard Quotient
HTTD - High-temperature Thermal Desorption
IRIS- Integrated Risk Information System
IC - institutional control
ISC - in situ capping
IGP - Intergovernmental Partnership
kg - kilogram
LLBdM - Little Lake Butte des Morts
LMMBS - Lake Michigan Mass Balance Study
LOAEL - Lowest Observed Adverse Effects Level
LOAEC - Lowest Observed Adverse Effects Concentration
MNR - Monitored Natural Recovery
mg/kg - milligrams per kilogram
mg/kg/day - milligrams per kilogram per day
NPL - National Priorities List
NCP - National Contingency Plan
NAS - National Academies of Science
NOAA - National Oceanographic and Atmospheric Administration

LIST OF ACRONYMS AND ABBREVIATIONS

NCR - National Cash Register Corp.
NRDA - Natural Resource Damages Assessment
ng/L- nanograms per liter
NOAEL - No Observed Adverse Effects Level
NOAEC - No Observed Adverse Effects Concentration
NPDES - National Pollutant Discharge Elimination System
NHPA - National Historic Preservation Act
OU - Operable Unit
OSWER - Office of Solid Waste and Emergency Response
PCB - Polychlorinated Biphenyl
ppm - parts per million
PRP - potentially responsible party
POTW - publicly owned treatment works
ppb - parts per billion
ppt - parts per trillion
PAL - preventive action limit
PEL - probable exposure limit,
QA - quality assurance
QA/QC - quality assurance/quality control
RAL - Remedial Action Level
RAP - Remedial Action Plan
RI/FS - Remedial Investigation/Feasibility Study
ROD - Record of Decision
RI - Remedial Investigation
RME - Reasonable Maximum Exposure
RfD - Reference Dose
RAO - Remedial Action Objective
RCRA - Resource Conservation and Recovery Act
SMU - Sediment Management Unit
SERA - Screening Ecological Risk Assessment
SMDP - Scientific Management Decision Point
SLRA - Screening Level Risk Assessment
SQT - Sediment Quality Threshold
SWAC - Surface Weighted Average Concentration
TAG - Technical Assistance Grant
TEF - toxic equivalency factor
TEL - threshold exposure limit.
TRV - toxicity reference values
TBC - to be considered
TSCA - Toxic Substances Control Act
TMDL - Total Maximum Daily Load
USACE - United States Army Corps of Engineers
USFWS - United States Fish and Wildlife Service
USGS - United States Geological Survey
UCL - Upper Confidence Limit
WDNR - Wisconsin Department of Natural Resources
WLA - Waste Load Allocation
wLFRM - whole Lower Fox River Model
WAC - Wisconsin Administrative Code
WPDES - Wisconsin Pollutant Discharge Elimination System
WDOT - Wisconsin Department of Transportation

EXECUTIVE SUMMARY

RECORD OF DECISION (ROD) FOR
OPERABLE UNITS 1 AND 2
WISCONSIN DNR & U.S. EPA

The Lower Fox River and Green Bay Site includes an approximately 39-mile
stretch of the Lower Fox River as well as the bay of Green Bay. The river
portion of this Site extends from the outlet of Lake Winnebago and continues
downstream to the mouth of the River at Green Bay, Wisconsin. The Bay portion of
the Site includes all of Green Bay from the city of Green Bay to the point where
Green Bay enters Lake Michigan. This Record of Decision (ROD) addresses some of
the human health and ecological risks posed to people and ecological receptors
associated with polychlorinated biphenyls (PCBs) that have been released to the
Site. Presently these PCBs reside primarily in the sediments in the River and in
the Bay, and this ROD outlines a remedial plan to address a certain portion of
PCB contaminated sediments.

The Site has been divided into certain discrete areas (Operable Units or OUs)
for ease of management and administration. The River has been divided into
Operable Units 1 through 4 and Green Bay constitutes Operable Unit 5. These
Operable Units are:

Operable Unit 1 - Little Lake Butte des Morts
Operable Unit 2 - Appleton to Little Rapids
Operable Unit 3 - Little Rapids to De Pere
Operable Unit 4 - De Pere to Green Bay
Operable Unit 5 - Green Bay

This ROD selects a remedial action for Operable Units 1 and 2, and it is
anticipated that a second ROD addressing Operable Units 3 through 5 will be
issued in the future.

For many years along the Lower Fox River there have been and continue to be
located an intense concentration of paper mills. Some of these mills operated
de-inking facilities in connection with the recycling of paper. Others
manufactured carbonless copy paper. In both the de-inking operations and the
manufacturing of carbonless copy paper, these mills handled polychlorinated
biphenyls (PCBs), which were used in the emulsion that coated carbonless copy
paper. In the de-inking process and in the manufacturing process, PCBs were
released from the mills to the River directly or after passing through local
water treatment works. PCBs have a tendency to adhere to sediment and they have
contaminated the River sediments. In addition, the PCBs and contaminated
sediments were carried down river and released into Green Bay.

Presently, it is estimated that Operable Unit 1 contains approximately 4100
pounds of PCBs in 2,200,400 cubic yards of sediment. This ROD provides for the
removal by hydraulic dredging 784,000 cubic yards of contaminated sediments from
Operable Unit 1. The dredged material will be mechanically "dewatered" and taken
to a landfill for permanent disposal. This ROD establishes an "action level" of
1 part per million (ppm) for this cleanup effort. In other words, any sediment
found in Operable Unit 1 which has a concentration of PCBs of 1 ppm or greater
will be targeted for removal. The goal of the remedial action in Operable Unit 1
is to reach a surface weighted average concentration (SWAC) of less than 0.25
ppm after dredging is completed. This means that the concentration of PCBs
averaged over the Operable Unit will not exceed 0.25 ppm when the cleanup is
complete. By removing the contaminated sediment, it is presently estimated that
Operable Unit 1 will reach a surface weighted average concentration of 0.19
parts per million, well below the goal. By reducing the concentration of PCBs in

A-1

EXECUTIVE SUMMARY

Operable Unit 1 to the SWAC level or below will dramatically reduce the human
health and ecological risk.

Operable Unit 2, which is about 20 miles in length, contains approximately 240
pounds of PCBs in 339,200 cubic yards (cy) of sediment. A significant portion of
the PCBs contained in this Operable Unit has already been removed through the
sediment removal demonstration project at Deposit N. The result is that in
Operable Unit 2 there remain no significant (i.e., greater than 10,000 cubic
yards) contaminated sediment deposits with concentrations of PCBs above the
action level. Moreover, it is contemplated that the farthest downstream deposit
in Operable Unit 2 (Deposit DD) may be remediated in connection with the
remedial action to be undertaken in Operable Unit 3 at a later time. Without
active remediation, the SWAC for Operable Unit 2 is only 0.61ppm.
Therefore for Operable Unit 2 the ROD selects a remedy of monitored natural
recovery (MNR). This remedy does not involve sediment removal. Rather, it
consists of a comprehensive monitoring program designed in part to monitor the
levels of PCBs in various environmental compartments as the natural recovery
processes work. Coupling this MNR with the substantial upstream dredging remedy
in Operable Unit 1 should result in reduced human health or ecological risk in
Operable Unit 2.

The estimated cost for the remedial action in Operable Unit 1 is $66.2 million
and for Operable Unit 2 it is $9.9 million.

A-2

DECLARATION FOR THE RECORD OF DECISION (ROD) FOR
OPERABLE UNITS 1 AND 2
WISCONSIN DNR & U.S. EPA

LOWER FOX RIVER
BROWN, OUTAGAMIE, AND WINNEBAGO COUNTIES, WISCONSIN
WID000195481
DECEMBER 2002

PART 1: DECLARATION FOR THE RECORD OF DECISION

The Lower Fox River and Green Bay Site ("the Site" or "the Fox River Site")
includes an approximately 39 mile section of the Lower Fox River from Lake
Winnebago down river to the mouth of the Fox River and all of Green Bay
(approximately 2700 square miles in area). This stretch of the Fox River and
Green Bay flows through or borders Brown, Door, Kewaunee, Marinette, Oconto,
Outagamie, and Winnebago Counties, in Wisconsin, and, Delta and Menominee
Counties in Michigan. The River portion of the Site has been divided into,
"Operable Units" (OUs) OU 1 through OU 4, and the Green Bay portion of the Site
is designated OU 5 for purposes of Site management. The OUs were selected
based, at least in part, on stretches of the River that have similar
characteristics. They are OU 1 from the Lake Winnebago outlet to Appleton dam;
OU 2 from the Appleton dam to Little Rapids dam; OU 3 from Little Rapids dam to
the De Pere dam; OU 4 from the De Pere dam to the mouth of the River at Green
Bay; and OU 5 Green Bay.

This Record of Decision ("this ROD") addresses the risks to people and
ecological receptors associated with polychlorinated biphenyls (PCBs) in OUs 1
and 2; Little Lake Butte des Morts and Appleton to Little Rapids, respectively.
PCBs are the primary risk driver, contained in sediment deposits located in the
River and the Bay. The implementation of the remedy selected in this ROD will
result in reduced risks to humans and ecological receptors living in and near
the Site.

With the exception of continuing releases of PCBs from contaminated sediments,
it is believed that the original PCB sources are now essentially controlled.
PCBs in the River were from historical discharges, primarily related to
carbonless copy paper manufacturing and recycling.

STATEMENT OF BASIS AND PURPOSE

In June 1997, the United States Environmental Protection Agency (EPA) announced
its intent to list the Fox River and portions of Green Bay on the National
Priorities List (NPL), a list of the nation's hazardous waste sites eligible for
investigation and cleanup under the federal Superfund program, and formally
proposed listing of the Site to the NPL in a Federal Register publication on
July 28, 1998. By agreement with EPA, the Wisconsin Department of Natural
Resources (WDNR) is the "lead agency" with respect to the Site. This decision
document was developed by WDNR for OUs 1 and 2 of the Fox River Site, pursuant
to WDNR's authority under Ch. 292, Wisconsin Statutes. EPA has concurred and has
adopted this ROD for the Fox River Site, as provided for in 40 CFR Section
300.515(e).

This ROD was written in accordance with the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA) as amended by the
Superfund Amendments and Reauthorization Act of 1986 (SARA), in a manner not
inconsistent with the requirement of the National Oil and Hazardous Substances
Pollution Contingency Plan (NCP), 40 CFR Part

A-3

Declaration for the Record of Decision
Fox River and Green Bay OU 1 and OU 2

300. This decision is based on information contained in the Administrative
Record for this Site. This ROD is consistent with the findings of the National
Academy of Sciences' (NAS) National Research Council report entitled A Risk
Management Strategy for PCB-Contaminated Sediments and EPA policy.

ASSESSMENT OF THE SITE

The response action selected in this ROD is necessary to protect the public
health, welfare, or the environment from an imminent and substantial
endangerment from actual or threatened releases of hazardous substances into the
environment.

DESCRIPTION OF THE SELECTED REMEDY

The objectives of the response actions for this Site are to protect public
health, welfare and the environment and to comply with applicable federal and
state laws. The selected remedy specifies response actions that will address
PCB contaminated sediment in the Site's OUs 1 and 2. The WDNR and EPA (Agencies)
believe the remedial actions outlined in this ROD, if properly implemented, will
result in the cleanup of contaminated sediments in OUs 1 and 2 and will protect
human health and the environment. Among the goals for the selected remedy are
the removal of fish consumption advisories and the protection of the fish and
wildlife that use the Fox River and Green Bay, and to reduce the transport of
PCBs from the Fox River to Green Bay.

The major components of the selected remedy include:

- - Removal of a total of approximately 784,000 cubic yards (cy) of
contaminated sediment containing over 1715 kilograms (kg) or 3770 pounds
of PCBs from OU 1 using environmental dredging techniques that minimize
adverse environmental impacts. The selected remedy calls for de-watering
and stabilizing the dredged sediment and disposing of it off site at
existing licensed facilities and/or new facilities yet to be constructed
and licensed in the Fox River Valley. In conducting the design of this
remedy, WDNR and EPA may utilize vitrification of dredged contaminated
sediment, as an alternative to off-site disposal at a licensed facility,
if this is determined to be practicable and cost effective.

- - The use of natural recovery processes and monitoring for OU 2, with the
possible exception of deposit DD. A final decision on deposit DD will be
made when the ROD for OU 3 is issued.

- - Monitored Natural Recovery (MNR) of the residual PCB contamination
remaining in dredged areas and undisturbed areas until the concentrations
of PCBs in fish tissue are reduced to an acceptable level. Fish
consumption advisories and fishing restrictions will remain in place until
acceptable PCB levels are achieved.

- - A long term monitoring program (water, sediment and tissue) throughout the
OU 1 and 2 to determine the effectiveness of the remedy.

STATUTORY DETERMINATIONS

The selected remedy meets the requirements for remedial actions set forth in
Section 121 of CERCLA, 42 USC Section 9621. It is protective of human health
and the environment, complies with federal and state applicable or relevant and
appropriate requirements, and is cost effective. The selected remedy utilizes
permanent solutions and alternative treatment technologies to the maximum extent
practicable. It does not completely satisfy the statutory preference for
treatment as a principal element of the remedy, because PCB-contaminated
sediment may not be treated prior to disposal.

A-4

Declaration for the Record of Decision
Fox River and Green Bay OU 1 and OU 2

With respect to the portions of the Fox River addressed in this Record of
Decision, some PCB concentrations create a risk in the range of 10-(3) or more,
thus "qualifying" those sediments to be a principal threat waste. The preference
for treatment applies to these particular sediments. However, it would be wholly
impracticable to closely identify, isolate and treat these principal threat
wastes differently than the other PCB sediments identified for removal and
disposal. Typical dredging technology that may be employed may not be capable of
distinguishing among such fine gradations of PCB concentrations. Nevertheless,
at the conclusion of the OU 1 remedy the principal threat wastes will have been
removed from OU 1 and deposited in a landfill. In so doing, the mobility of the
principal threat wastes will have been greatly reduced.

Because the selected remedy will result in hazardous substances remaining on the
Site above levels that allow unlimited use and unrestricted exposure, five-year
reviews will be conducted.

DATA CERTIFICATION CHECKLIST

The following information is in the Decision Summary section of this ROD.
Additional information is in the Administrative Record file for this Site.

- - Chemicals of concern and their respective concentrations - Sections 6
and 8

- - Baseline risk presented by the chemicals of concern - Section 8

- - Cleanup levels established for the chemical of concern and the basis for
these levels - Section 13.3

- - How source materials constituting principal threats are addressed -
Section 12

- - Surface water and land use assumptions used in the baseline risk
assessments and ROD - Sections 7 and 8

- - Potential land and ground water use that will be available at the Site as
a result of the Selected Remedy - Section 7

- - Estimated capital, operation and maintenance and total present-worth
costs; and the time to implement each of the various remedial
alternatives - Sections 11 and 13.2

- - Key factors that led to selecting the remedy (i.e., best balance of
trade-offs with respect to the balancing and modifying criteria) -
Sections 11 and 14

12/18/02
Date

-s- Bruce Baker
Bruce Baker, Deputy Administrator
Water Division
Wisconsin DNR

A-5

Declaration for the Record of Decision
Fox River and Green Bay OU 1 and OU 2

By signing this ROD, U.S. EPA Regions 5 concurs with the selected remedy.

12/20/02
Date

-s- William E. Muno
William E. Muno, Director
Superfund Division
U.S. EPA -- Region 6

A-6

Fox River and Green Bay ROD for OU 1 and OU 2

SUPERFUND RECORD OF DECISION (ROD)
FOR OPERABLE UNITS 1 AND 2
WISCONSIN DNR AND U.S. EPA

LOWER FOX RIVER
BROWN, OUTAGAMIE, AND WINNEBAGO COUNTIES, WISCONSIN,
CERCLIS ID: WID000195481
DECEMBER, 2002

PART 2: SUPERFUND RECORD OF DECISION

1. SITE NAME, LOCATION, AND BRIEF DESCRIPTION

1.1 SITE NAME AND LOCATION

The Lower Fox River and Green Bay Site is located in Northeast Wisconsin (in
Brown, Door, Marinette, Oconto, Outagamie, Kewaunee, and Winnebago Counties),
and the Eastern portion of Upper Peninsula of Michigan, (in Delta and Menominee
Counties). The Lower Fox River flows northeast from Lake Winnebago for 39 miles
where it discharges into Green Bay. Green Bay is approximately 119 miles long
and is an average of 23 miles wide (Figure 1).

The Lower Fox River and Green Bay have been divided into 5 Operable Units (OU)
by WDNR and EPA. For purposes of the RI/FS, the River was divided into four
River reaches and Green Bay was divided into three major zones on the basis of
physical features and information generated in previous investigations. Each of
the River reaches has been deemed a separate Operable Unit (OU 1 through OU 4),
while all of Green Bay has been designated a single Operable Unit (OU 5). An
Operable Unit is a geographical area designated for the purpose of analyzing and
implementing remedial actions. OUs are defined on the basis of similar physical
and geographic properties and characteristics. The River reaches, Green Bay
zones, and corresponding Operable Units are:

1. OU 1 - Little Lake Butte des Morts River reach

2. OU 2 - Appleton to Little Rapids River reach

3. OU 3 - Little Rapids to De Pere River reach

4. OU 4 - De Pere to Green Bay River reach

5. OU 5 - Green Bay

This ROD addresses Operable Units 1 and 2. For OU 1, active remediation
(dredging, dewatering, stabilization or vitrification and on-site or off-site
disposal) of in-place sediment has been selected. For OU 2, a monitoring program
has been selected to evaluate the effectiveness of natural processes that are
expected to reduce risk over time. Risk reduction will occur more quickly in OU
1 due to active remediation of that Operable Unit.

The remedial action selected herein is to remove and isolate, or otherwise
ameliorate the threats to human health and the environment in OU 1 and OU 2
caused by the release of PCBs into the upper part of the Lower Fox River. While
the release of PCBs to the environment occurred between 1954 and the late 1970s,
the PCB contamination in the sediments continues to act as a source to the
water, biota, and air.

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Fox River and Green Bay ROD for OU 1 and OU 2

1.2 BRIEF DESCRIPTION

The study area comprises two distinctly different water bodies, the Lower Fox
River and Lake Michigan's Green Bay (Figure 1). The Lower Fox River flows
northeast approximately 39 miles from Lake Winnebago to the River mouth at the
southern end of Green Bay. Green Bay's watershed drains approximately 15,625
square miles. Two-thirds of the Green Bay basin is in Wisconsin; the remaining
one-third is in Michigan's Upper Peninsula.

FIGURE 1 LOWER FOX RIVER PCB CONTAMINATED SEDIMENT DEPOSITS AND OPERABLE UNITS

[MAP]

The Lower Fox River is the primary tributary to Green Bay, draining
approximately 6,330 miles 2. The River's elevation drops approximately 168 ft
between Lake Winnebago and Green Bay. Twelve dams and 17 locks accommodate this
elevation change and allow navigation between Lake Winnebago and Green Bay.
While the entire Lower Fox River still has a federally authorized navigation
channel and is navigable by recreational boats, the Rapide Croche lock is
permanently closed to restrict upstream migration of the sea lamprey.

The Lower Fox River is generally less than 1,000 ft wide over much of its length
and is up to approximately 20 ft deep in some areas. Where the River widens
significantly, the depth generally decreases to less than 10 ft, and, in the
case of Little Lake Butte des Morts (LLBdM), water depths range between 2 and 5
ft except in the main channel. The main channel of the River ranges from
approximately 6 to 20 ft in depth.

Since 1918, flow in the Lower Fox River has been monitored at the Rapide Croche
Dam, midway between Lake Winnebago and the River mouth. Mean annual discharge
is approximately 4,237 cubic feet per second (cfs). The recorded maximum daily
discharge of 24,000 cfs occurred on April 18,1952; the minimum daily discharge
of 138 cfs occurred on August 2, 1936. Flow in the River between Appleton and
the Little Rapids Dam averages 0.78 f/s.

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Fox River and Green Bay ROD for OU 1 and OU 2

OU 1 is identified primarily as Little Lake Butte des Morts and extends from
Lake Winnebago to the Appleton dam for a distance of approximately 6 miles.
This reach includes sediment deposits A though H and POG. OU 2 extends from the
Appleton dam to Little Rapids dam for a distance of approximately 32 km (20ml).
This reach includes sediment deposits I through DD.

1.3 LEAD AGENCY

The Wisconsin Department of Natural Resources (WDNR) is the lead agency for this
project. The United States Environmental Protection Agency (EPA), the support
agency, has worked jointly with WDNR in the development of this ROD and concurs
with the decision described herein.

2. SITE HISTORY AND ENFORCEMENT ACTIVITIES

2.1 SITE HISTORY

The Fox River Valley is one of the largest urbanized regions in the state of
Wisconsin, with a population of approximately 400,000. The Fox River Valley has
a significant concentration of pulp and paper industries, with 20 mills located
along or near the Lower Fox River. Other important regional industries include
metal working, printing, food and beverages, textiles, leather goods, wood
products, and chemicals. In addition to heavy industrial land uses, the region
also supports a mixture of agricultural, residential, light industrial, and
conservancy uses, as well as wetlands. For investigative purposes, the Site is
defined as the 39 river miles of the Lower Fox River and Green Bay to a line
that extends between Washington Island, Wisconsin, and the Garden Peninsula of
Michigan.

Problems related to water quality have been noted and measured in the Lower Fox
River and lower Green Bay almost since the area was settled. Water quality
studies were initiated in the early 1900s and have been conducted almost
annually since . Between the early 1930s and mid-1970s, the population of
desirable fish and other aquatic organisms in the system was poor. Recorded fish
kills and the increasing predominance of organisms able to tolerate highly
polluted conditions were found throughout the Lower Fox River and lower Green
Bay. Few people used the River or lower Green Bay for recreation because of the
poor water quality and the lack of a sport fishery. During this same time
period, dissolved oxygen levels were often very low (2 milligrams per liter
[mg/L] or less). The poor water quality was attributed to many sources such as
the effluent discharged from pulp and paper mills and municipal sewage treatment
plants.

In large part because of the federal Clean Water Act (1972), over time improved
waste treatment systems began operations. As part of this effort, WDNR developed
and implemented a Waste Load Allocation system to regulate the discharge of
oxygen-demanding pollutants from wastewater treatment plants. Fish and aquatic
life in the Lower Fox River and Green Bay have responded dramatically to the
improved water quality conditions. Fishery surveys conducted from 1973 to the
present indicate a sharp increase in the sport fish population. Species
sensitive to water quality, such as lake trout, which were absent since the late
1800s or early 1900s, have been found in the River since 1977. These
improvements resulted in a large part from a substantial reduction in organic
wastes discharged into the River.

With the return of the sport fishery, human use of the River and Green Bay has
also returned. Recognizing concerns about potential health impacts of PCBs in
the environment and their bioaccumulative properties, WDNR began routinely
monitoring contamination in fish in the early

Page 3 of 97

Fox River and Green Bay ROD for OU 1 and OU 2

1970s. Significantly elevated levels of PCBs were detected in all species of
fish and all OUs. Measured concentrations of PCBs in fish were (and remain)
above levels that have been shown to be harmful to human health. As a result,
fish consumption advisories for the Site were first issued in 1976 and 1977 by
WDNR and the state of Michigan, respectively. Fish consumption advisories remain
in effect today. WDNR has continued to collect data on contaminant
concentrations in fish tissue since that time.

PCB USE IN THE LOWER FOX RIVER VALLEY

The principal source of Polychlorinated Biphenyls (PCBs) in the Lower Fox River
and Green Bay is from the manufacture and recycling of carbonless copy paper.
The former National Cash Register Company (NCR) is credited with inventing
carbonless copy paper. The method used microcapsules of a waxy material to
enclose a colorless dye dissolved in PCBs. This material was manufactured as an
emulsion and could be coated onto the back of a sheet of paper. A second
reactive coating was then applied to the front of a second sheet of paper. When
the two sheets were joined, an impact on the front sheet would rupture the
capsules and allow the dye to react with the coating on the second sheet,
leaving an identical image.

PCB discharges to the Lower Fox River resulted from the production and recycling
of carbonless copy paper made with PCB-containing coating emulsions.
Manufacturing carbonless paper using the PCB containing emulsion began in the
Fox River Valley in 1954 and continued until 1971. The production of carbonless
copy paper increased during the 1950s and 1960s and by 1971, approximately 7.5
percent of all office forms were printed on carbonless copy paper. With
increased production of carbonless copy paper, PCBs began to appear in many
types of paper products made using recycled carbonless copy paper. As documented
in an EPA report, nearly all paper products contained detectable levels of PCBs
by the late 1960s. During this time period, other Fox River Valley paper mills
also began recycling wastepaper laden with PCBs. Evidence of PCBs in paper
products includes studies conducted by the Institute of Paper Chemistry to
determine the rate at which PCBs migrated from paper container materials to the
food products contained in them.

The production of carbonless copy paper was discontinued after 1971 because of
increased concern about PCBs in the environment. During the period of use (1954
- - 1971) an estimated 13.6 million kg (30 million lbs.) of emulsion were
estimated to be used in the production of carbonless copy paper produced in the
Fox River Valley. PCBs were released into the Lower Fox River in discharge water
from several facilities. By analyzing purchase, manufacturing, and discharge
records, conservative estimates have shown that approximately 313,600 kg
(690,000 lbs.) of PCBs were released to the Fox River environment during this
time. Ninety-eight percent of the total PCBs released into the Lower Fox River
had been released by the end of 1971. Ceasing production of carbonless copy
paper and the wastewater control measures put in place by the Clean Water Act
were effective in eliminating point sources. Non-point sources, such as PCB
contaminated groundwater plumes, are not known to exist from any of the
potentially responsible parties' sites.

2.2 ACTIONS TO DATE

To date seven companies have been identified and formally notified by the
governmental agencies as potentially responsible parties (PRPs) with respect to
the PCB contamination. These companies include Appleton Paper Company, NCR, P.H.
Glatfelter Company, Georgia Pacific (formerly Fort James), WTM1 (formerly
Wisconsin Tissue), Riverside Paper Co., and U.S. Paper Co. This group is
commonly referred to as the Fox River Group (FRG).

EPA's proposed inclusion of the Lower Fox River and Green Bay Site on the
National Priorities List (NPL) defines the Site as the Lower Fox River from the
outlet of Lake Winnebago to a point

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Fox River and Green Bay ROD for OU 1 and OU 2

in Green Bay 27 miles from the River mouth. That Site is officially called the
Fox River NRDA PCB Releases Site in the proposed NPL listing. This Site, for the
purpose of the RI/FS and Proposed Plan, includes the 39 miles of the Lower Fox
River and all of Green Bay. The federal trustees conducting a Natural Resource
Damage Assessment (NRDA) have defined the Site somewhat differently from the
proposed listing to include all of Green Bay and nearby areas of Lake Michigan.

With the finding that PCBs released into the Lower Fox River were appearing at
harmful levels to human health and the environment, several cooperative efforts
were initiated to document residual PCBs in the sediments, and the fate,
transport, and risks of PCBs within the Lower Fox River and Green Bay. In
1989/90, following recommendations made in the Green Bay Remedial Action Plan,
EPA and WDNR began a comprehensive sampling program of sediment, water, and
biota in the Lower FOX River and Green Bay for use in the Green Bay Mass
Balance Study (GBMBS).

The GBMBS was a pilot project to test the feasibility of using a mass balance
approach for assessing the sources and fates of toxic pollutants spreading
throughout the food chain. The objectives of the GBMBS were to:

1. Inventory and map PCB mass and contaminated sediment volume;

2. Calculate PCB fluxes into and out of the Lower Fox River and Green
Bay by evaluating Lake Winnebago, point sources, landfills,
groundwater, atmospheric contributions, and sediment resuspension;

3. Increase understanding of the physical, chemical, and biological
processes that affect PCB fluxes;

4. Develop, calibrate, and validate computer models for the River and
Bay systems; and,

5. Conduct predictive simulations using computer models to assist in
assessing specific management scenarios and selecting specific
remedial actions.

The GBMBS confirmed that the primary source (more than 95 percent) of the PCBs
moving within the Lower Fox River is the river sediment itself. The contribution
of PCBs from wastewater discharges, landfills, groundwater, and the atmosphere
is insignificant in comparison to the PCBs originating from the sediment.
Furthermore, the GBMBS showed that PCBs released from the sediments were
directly linked to the levels of PCBs measured throughout the biological
food chain, including fish, birds, and mammals that depend on the River for
food.

Inventory and mapping activities showed that PCBs are distributed throughout the
entire Lower Fox River. Thirty-five discrete sediment deposits were identified
between Lake Winnebago and the De Pere Dam. One relatively large, continuous
sediment deposit exists downstream of the De Pere Dam. Water column sampling
indicated that the water entering the Lower Fox River from Lake Winnebago
contains relatively low PCB concentrations. However, upon exposure to the
contaminated river sediment in Little Lake Butte des Morts, water in the River
exceeds state water quality standards. During the GBMBS, the lowest water column
concentration (5 nanograms per liter [ng/L]) of PCBs measured in any River
sample still exceeded the state water quality standard by a factor of more than
1,500. As expected, water column concentrations also increased as River flow
increased and PCBs attached to River sediment were resuspended into the water
column. These higher flows resulted in PCB concentrations that exceeded
standards by a factor of almost 40,000. The GBMBS also documented that more than
60 percent of PCB transport occurs during the relatively short time when River
flows are above normal. Movement of PCBs in the water column extends throughout
Green Bay, with some PCBs from the Lower Fox River ultimately entering Lake

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Fox River and Green Bay ROD for OU 1 and OU 2

Michigan proper. The GBMBS also documented that a considerable amount of PCB is
lost to the atmosphere from the surface of the water in the River and Bay.

EPA's Great Lakes National Program Office (GLNPO) initiated a similar mass
balance study for all of Lake Michigan, the Lake Michigan Mass Balance Study
(LMMBS). To accomplish the objectives of this study, which were similar to those
of the GBMBS but on a larger scale, pollutant loading (including PCBs) from 11
major tributaries flowing into Lake Michigan was measured. The Lake Michigan
Tributary Monitoring Program confirmed the magnitude and significance of the
Lower Fox River contribution to pollutant loading in Lake Michigan. It is
estimated that each day, up to 70 percent of the PCBs entering Lake Michigan via
its tributaries are from the Lower Fox River.

In 1993, a group of paper mills approached WDNR to establish a cooperative
process for resolving the contaminated sediment issue. The outcome was formation
of the Fox River Coalition, a private-public partnership of area businesses,
state and local officials, environmentalists, and others committed to improving
the quality of the Lower Fox River. The Coalition focused on the technical,
financial, and administrative issues that would need to be resolved to achieve a
whole River cleanup.

The Coalition's first project was an RI/FS of several sediment deposits upstream
of the De Pere Dam. The sediment deposits targeted for the Coalition's RI/FS
were selected after all the deposits had been prioritized based on their threat
and contribution to the contaminant problems. Previous studies on the River had
focused only on the nature and extent of contamination. The Coalition's RI/FS
first confirmed the nature and extent of the contamination within each deposit,
then evaluated remedial technologies for cleaning up two of the deposits.

The Coalition also undertook a project to more thoroughly inventory and map
sediment contamination in the River downstream of the De Pere Dam, collecting
sediment cores from 113 locations. The sampling was completed in 1995 with
technical and funding assistance from both WDNR and EPA. The resulting data led
to a revised estimate of PCB mass and the volume of contaminated sediment in
this River reach. The expanded database also made it possible to prioritize
areas of sediment contamination, much as had previously been done for areas
upstream of the De Pere Dam.

Following completion of the Coalition's RI/FS for the upstream sites, the
Coalition selected Deposit N as an appropriate site for a pilot project to
evaluate remedial design issues. The primary objectives were to determine
requirements for implementing a cleanup project and to generate site-specific
information about cleanup costs. Although the Coalition initiated the effort,
WDNR, with funding from EPA, was responsible for implementing the Deposit N
pilot project.

In 1994, the U.S. Department of the Interior acting through the U.S. Fish and
Wildlife Service (USFWS), the National Oceanic and Atmospheric Administration
(NOAA) of the Department of Commerce, the Menominee Indian Tribe of Wisconsin,
and the Oneida Tribe of Indians of Wisconsin initiated a Natural Resources
Damage Assessment (NRDA) for the Site. The State, federal and Tribal Trustees
are working together to determine what is necessary to address natural resource
injuries caused to-date by releases of PCBs. This is a separate, but related
process to the remediation consideration discussed herein.

In January 1997, the WDNR and the FRG signed an agreement dedicating $10 million
to fund demonstration projects on the River and other work to evaluate various
methods of restoration. This collaborative effort, however, was not completely
successful and did not resolve technical issues as was initially hoped. At about
this same time, USFWS issued a formal Notice of Intent to sue the paper
companies. In June 1997, the U.S. EPA announced its intent to list the Lower

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Fox River and Green Bay ROD for OU 1 and OU 2

Fox River and portions of Green Bay on the NPL, a list of the nation's hazardous
waste sites eligible for investigation and cleanup under the federal Superfund
program. The state indicated its opposition to listing the River as a Superfund
site. Federal, state, and tribal officials subsequently signed an agreement on
July 11, 1997 to share their resources in developing a comprehensive cleanup and
restoration plan for the Lower Fox River and Green Bay. EPA formally proposed
listing of the Site to the National Priorities List in the Federal Register on
July 28, 1998.

In October 1997, the FRG submitted an offer to conduct an RI/FS on the Lower Fox
River. An RI/FS is the first step in the federal process initiated by EPA to
assess current health risks and evaluate potential remediation methods.
Following unsuccessful attempts to negotiate this work activity with the FRG,
EPA delegated the lead role for the Site to WDNR and helped craft a scope of
work and cooperative agreement with WDNR for completing the RI/FS. WDNR, EPA,
USFWS, NOAA, and the Menominee and Oneida Tribes worked in close cooperation to
guide, review and issue the RI/FS. Two draft documents were released for public
comment (1999, 2001). Comments received from the PRPs, the public, and
independent peer review committees were incorporated into the Final RI/FS.

DEPOSIT N

In 1998 and 1999, the WDNR and EPA-GLNPO sponsored a project to remove
PCB-contaminated sediment from Deposit N in the Lower Fox River. This project
was successful at meeting its primary objective by demonstrating that dredging
of PCB-contaminated sediment can be performed in an environmentally safe and
cost-effective manner. Other benefits of the project included the opportunity
for public outreach and education on the subject of environmental dredging, as
well as the actual removal of PCBs from the River system. Deposit N, located
near Little Chute and Kimberly, Wisconsin, covered approximately 3 acres and
contained about 11,000 cubic yards (cy) of sediment. PCB concentrations were as
high as 186 milligrams per kilogram (mg/kg). Of the 11,000 cy in Deposit N,
about 65 percent of the volume was targeted for removal.

Approximately 8,200 cy of sediment were removed, generating 6,500 tons of
dewatered sediment that contained 112 total pounds of PCBs. The total included
about 1,000 cy of sediment from Deposit O, another contaminated sediment deposit
adjacent to Deposit N. Monitoring data showed that the River was protected
during the dredging and that wastewater discharged back to the River complied
with all permit conditions. The project met the design specifications for the
removal, such as the volume of sediment removed, sediment tonnage, and allowed
thickness of residual sediment. It should be noted that the project's goals
were to test and meet the design specifications and focus on PCB mass removal,
not to achieve a concentration-based cleanup, i.e., removal of all
PCB-contaminated sediment above a certain cleanup level, A cost analysis of this
project indicated that a significant portion of the funds was expended in
pioneering efforts associated with the first PCB cleanup project on the Lower
Fox River, for the winter construction necessary to meet an accelerated
schedule, and for late season work in 1998.

FOX RIVER GROUP DEMONSTRATION PROJECT

As part of the January 1997 agreement between the FRG and the State of
Wisconsin, the FRG agreed to make available a total of $10 million for a number
of projects. One of these was a sediment remediation project for which the
objective was to design, implement, and monitor a project downstream of the De
Pere Dam. The project was intended to yield important information about
large-scale sediment restoration projects in the Lower Fox River. The project,
as described in the agreement, had a pre-defined financial limit of $8 million.
The FRG and

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WDNR agreed on Sediment Management Units 56 and 57 (SMU 56/57) as the project
site. Contractors and consultants, under contract to the FRG, designed and
implemented the project. Dredging at SMU 56/57 began on August 30, 1999.
Dewatered sediment was trucked to a landfill owned and operated by Fort James
Corporation(now Georgia Pacific). Because of cold weather and ice, dredging
ceased on December 15, 1999, after approximately 31,350 cy of contaminated
sediment containing more than 1,400 pounds of PCBs were removed from the River.

At the time this project was halted for the first year, SMU 56/57 had not met
the project's dredging objective of removal of 80,000 cy of material. This
resulted in unacceptably high concentrations of PCBs in surface sediment in
portions of the dredged area. Despite this, the project provided instructive
experience concerning hydraulic dredging. Building on the successes of this
project, Fort James (now Georgia Pacific) worked cooperatively with WDNR and EPA
in the spring of 2000 to complete the SMU 56/57 project. (See description of
this enforcement agreement in Section 2.3, below). The sediment volume targeted
for removal in 2000 was 50,000 cy. The additional volume of sediment removed
from SMU 56/57 in 2000 was 50,316 cy, which was transported to the same Fort
James landfill following dewatering. Approximately 670 pounds of PCBs were
removed from SMU 56/57 during the 2000 project phase. Overall, the 1999 and 2000
efforts at SMU 56/57 resulted in the removal of approximately 2,070 pounds of
PCBs from the River. The 2000 project phase met all goals set forth in the
Administrative Order By Consent, and also met or exceeded the project's
operational goals for removal rates, dredge slurry solids, filter cake solids,
and production rates that were set forth for the original 1999 FRG project.

In February 1999, WDNR released a draft RI/FS for public review and comment. The
draft RI/FS was released to solicit public comment early in the planning
process, to, better evaluate public acceptance, and to assist WDNR and U.S. EPA
in selecting a cleanup alternative having the greatest public acceptance.
Comments were received from other governmental agencies, the public,
environmental groups, and private sector corporations. These comments were used
to revise and refine the scope of work that led to the RI/FS and Proposed
Remedial Action Plan (PRAP) released for public comment in October 2001.

2.3 ENFORCEMENT ACTIVITIES

The work described above on SMU 56/57 was conducted from July to November 2000,
under an Administrative Order By Consent (Docket No. V-W-OO-C-596), that was
entered into by Fort James, EPA, and the State of Wisconsin. Under its terms,
Fort James funded and managed the project in 2000 with oversight from both WDNR
and EPA.

An interim Consent Decree settlement was reached with Appleton Papers/NCR
(API/NCR), with the Court entering the Decree on December 10, 2001. Under this
agreement, API/NCR agrees to provide $10 million a year for both remediation and
restoration work (under the NRD process), with projects determined by the
Intergovernmental Partnership. In return, the Intergovernmental Partnership
agree to not order API/NCR to do remediation or restoration work on the River
for the 4-year life of the agreement.

3. COMMUNITY PARTICIPATION

3.1 PUBLIC PARTICIPATION

The community/public participation activities to support selection of the remedy
were conducted in accordance with CERCLA Section 117 and the NCP Section
300.430(f)(3).

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More than 100 people were interviewed in late 1998 and early 1999 to develop the
Site's community involvement plan (CIP). Residents, tribal members, elected
officials, business organizations, local health staff, and environmental groups
from the affected communities discussed their concerns and those discussions are
included in the CIP. In addition, an extensive profile of each municipality and
reservation, as well as history of the River, was completed for the CIP. The CIP
was placed in the information repositories for the Site in 2001.

The information repositories are located at the Appleton Public Library; Oshkosh
Public Library; Brown County Library in Green Bay; Door County Library in
Sturgeon Bay; and Oneida Community Library. Five additional locations, at the
Kaukauna, Little Chute, Neenah, De Pere and Wrightstown Public Libraries, still
maintain a fact sheet file, although they are no longer information
repositories.

EPA awarded a $50,000 Technical Assistance Grant to the Clean Water Action
Council (CWAC) in 1999 and another $50,000 grant was provided in 2001. The
council has used its TAG to inform the community about the Lower Fox River
investigations. To fulfill its obligations, CWAC developed a web site, printed
flyers and bumper stickers, paid for newspaper ads and paid technical advisors
to review EPA and WDNR-generated documents.

WDNR and EPA held numerous public meetings and availability sessions beginning
in summer 1997 to explain how and why the Site was proposed for the Superfund
NPL. In February 1999, a draft RI/FS (which did not identify a specific selected
remedy) was released with a 45-day public comment period, which was extended an
additional 60 days. Prior to and after the release of the draft RI/FS, WDNR and
EPA provided for extensive community and public participation, and kept
residents, local government officials, environmental organizations and other
interest groups apprised of the steps of the process. Well-attended public
meetings, small group discussions, meetings and presentations for local
officials, and informal open houses continued through 2001.

The public meetings and proposed plan availability were announced to the public
at a press conference on October 5, 2001, and received extensive coverage
through TV, radio and newspapers news stories. The draft RI/FS and proposed plan
were formally presented at public meetings held on October 29, 2001 in Appleton
and October 30, 2001 in Green Bay. Additionally, WDNR and EPA mailed meeting
reminders and proposed plan summaries to the 10,000 name Fox River mailing list.
Press releases pertaining to the proposed plan, comment period, and public
meetings were sent to newspapers and TV and radio stations throughout the Fox
Valley. Display ads announcing the proposed plan, comment period and public
meetings were also placed in Green Bay and Appleton newspapers. The
presentations and question and answer sessions at the public meetings, and all
public comments taken at the meetings, were recorded and transcribed. The
written transcripts of the public meetings are available in the information
repositories, the administrative record and on the WDNR Lower Fox River web
page.

More than 20 public meetings and availability sessions have been held regarding
the project. Cleanup and restoration activities, the status of pilot projects,
fish consumption advisories, and the February 1999 draft RI/FS released by WDNR
have been among the topics on which these meetings focused. Additionally, over
15 small group and one-on-one interview sessions have been held. Project staff
have also made more than 60 presentations to interested organizations and
groups. In addition, WDNR, EPA and their intergovernmental partners publish a
bimonthly newsletter, the Fox River Current, which is mailed to over 10,000
addresses. To date, 23 issues of the Fox River Current have been published.

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Copies of the various supporting reports and the proposed plan were made
available to the public during a public comment period that began on October 5,
2001 and concluded on January 22, 2002. Approximately 4,800 written comments
were received via letter, fax and e-mail. A copy of the Responsiveness Summary
for these comments is attached to this ROD. Originally, the comment period was
for 60 days, ending on December 7, 2001. The announcement of the extension until
January 22 was published through newspaper advertisements and news releases on
October 25, 2001. Newspaper advertisements were placed in the Green Bay Press
Gazette and the Appleton Post Crescent announcing the availability of the plan
and its supporting documents, and a brief summary of the plan in the information
repositories. The proposed plan, the RI/FS and other supporting documents
containing information upon which the proposed alternative was based were also
made available on the Internet at
www.dnr.state.us/org/water/wm/lowerfox/index.html and at the EPA Region 5 web
site. All documents were also available as part of the Administrative Record
housed at WDNR offices in Madison, Wisconsin and Green Bay, Wisconsin and at the
EPA Region 5 office in Chicago, Illinois.

4. SCOPE AND ROLE OF RESPONSE ACTION

As with many Superfund sites, the problems at the Lower Fox River and Green Bay
Site are complex. As a result, WDNR and EPA organized the Site into five OUs
described in Section 1.1, above.

The Proposed Plan, issued October 2001, recommended a cleanup plan for all five
Operable Units at the Site. However, at this time, WDNR and EPA are issuing a
ROD for the Fox River OUs 1 and 2 only. WDNR and EPA expect to issue a ROD for
OUs 3, 4 and 5 at a later date.

The reasons for issuing a ROD at this time for only OUs 1 and 2, and not for OUs
3, 4 and 5, are as follows:

- - OU 1 and 2 represent a smaller portion of the area within the Fox River
where remediation is necessary. These two Operable Units represent
approximately 6.5 percent of the PCB mass and 18 percent of the sediment
volume in the Lower Fox River. Consequently, these two Operable Units
represent a more manageable project than conducting all of the remediation
at one time.

- - Provide a phased approach to the remedial work. Work on upstream areas,
OUs 1-2 can start before the downstream areas, OUs 3, 4, and 5. This is
consistent with the EPA policy Memorandum by Marianne Horinko, "OSWER
Directive 8258.6-08, Principles for Managing Contaminated Sediment Risks
at Hazardous Waste Sites," dated February 12, 2002. Principles described
in this memorandum include, "Control Sources Early," and "Use an Iterative
Approach in a Risk Based Framework." Additionally, the NCP states at 300
CFR Section 430(a)(1)(ii):

"Program Management Principles. EPA generally should consider the
following general principles of program management during the
remedial process:

Sites should generally be remediated in Operable Units when.....
phased analysis and response is necessary or appropriate given the
size or complexity of the site..."

- - Planning for OUs 3, 4, and 5 may benefit from knowledge gained on the OUs
1 and 2 project.

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The primary objective of this response action is to address the risks to human
health and the environment due to PCBs in the in-place sediments of OUs 1 and 2
in the Lower Fox River. PCB concentrations remain elevated in Fox River
sediments, in the water column and in the fish. Removal of the PCB-contaminated
sediments will result in reduced PCB concentrations in fish tissue, thereby
accelerating the reduction in future human health and ecological risks. In
addition, by addressing the sediments, the remediation will control a source of
PCBs to the water column, which contributes to fish tissue concentrations and
transports PCBs into downstream reaches of the River, Green Bay, and eventually
to Lake Michigan.

5. PEER REVIEW

To ensure the credibility of the scientific work conducted during the Remedial
Investigation/Feasibility Study (RI/FS), EPA conducted both forms of peer
involvement: peer input and peer review. Peer input was conducted through
internal Agency reviews, and reviews by other agencies and Tribes. Peer review
was also conducted, in accordance with EPA guidance outlined in the Peer Review
Handbook (dated December 1998, updated December 2000). The peer review was
conducted by independent expert's who were unaffiliated with EPA, WDNR, the FRG
or other Site stakeholders, and was undertaken on some of the major scientific
aspects that form the basis for this decision.

Two separate EPA-sponsored peer review panels were convened. The review process
consisted of each panel conducting an independent review by three panel members,
with technical and administrative support by an EPA-contractor. The EPA
contractor was responsible for convening the panels, consistent with the
"charge" given by EPA for the panel review. This peer review was undertaken
without influence by EPA, WDNR, the FRG or other interested parties. This was to
provide an independent analysis and comment on key documents and issues related
to development of a proposed remedy. Specifically, the panels were asked to
evaluate;

- - Adequacy of data considered in the 1999 Draft Lower Fox River Remedial
Investigation, relative to quality and quantity (RI Panel), and

- - Natural recovery and environmental transformation, i.e., biological
breakdown of PCBs (FS Panel). Natural recovery was defined by the panel as
naturally occurring physical, chemical, or biological processes that
reduce the risks associated with contaminants in sediments over time.

Each peer review panel was asked to address specific questions (i.e., the
"charge") regarding the report being reviewed, including key controversial
issues identified by EPA. The RI and FS panels issued reports October 7, 1999,
and September 28, 1999, respectively.

The following summarizes the major findings of each of the panels:

- - Data are adequate to determine the distribution of contaminants (i.e., it
can be decided where cleanups should take place), if all data sources are
considered (i.e., the RI does not provide a complete record).

- - Data from all available sources are adequate to support identification and
selection of a remedy for those technologies (e.g., dredging and capping)
that have been used on a large scale at other, similar sites. Data are
insufficient for developing in situ bio-technologies that may be
applicable to the Site.

- - Substantial improvements or additions to the existing data set are not
indicated.

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- - The Draft FS should more fully evaluate natural recovery of sediments as a
remedial alternative in comparison with other remedial options.

- - The technical basis of the natural recovery analysis needs to be described
in more detail to permit a review of the methodology used and to assess
confidence in natural recovery predictions.

In the 2001 draft RI and FS and the Proposed Plan, WDNR and EPA considered the
recommendations by the peer review panels, and on that basis made modifications
to draft documents upon which the proposed plan was based.

In addition to EPA-sponsored peer reviews, the FRG sponsored peer reviews that
were technically consistent with EPA peer review policy, although they may not
have conformed to all aspects of the peer review process and documentation.
These reviews consisted of the following analysis for the Fox River:

- - Fate and transport and bio-uptake modeling evaluations by WDNR and the
FRG;

- - Human Health Risk Assessments by WDNR and the FRG

- - Ecological Risk Assessments by WDNR and the FRG.

Recommendations by both EPA-sponsored peer reviews as well as those by the FRG
were considered and incorporated into the 2001 draft RI/FS, which was a
significant part of the basis for the Proposed Plan.

6. SITE CHARACTERISTICS

6.1 CONCEPTUAL SITE MODEL

The conceptual site model for the Fox River PCBs Site describes the source to
receptor succession in simple terms and identifies the major contamination
sources, contaminant release mechanisms, secondary sources, pathways and
receptors of concern (see Figures 2 and 3). Figures 2 and 3 show both human and
ecological site models. The design of field investigations and human and
ecological risk assessments reflect the basic components of the conceptual site
model.

In the conceptual site model, historical PCB releases were from paper
manufacturing and recycling facilities that discharged into the Fox River.
Although current releases are insignificant, historical releases were from
discharge of wastewater containing PCBs. Contaminated sediment "hotspots"
contribute to the overall PCB load in the Fox River and Green Bay.

Once introduced into the River, the PCBs adhere to sediments, with some fraction
being carried in the water column. Physical, chemical and biological release
mechanisms allow PCBs in the sediment to become available for redistribution and
a source of PCB contamination to the water column. The sediments will continue
to release contamination to the water column and biota, through aquatic and
benthic food chains, as well as other not easily modeled processes such as boat
scour, ice rafting, and bioturbation, unless they are managed or remediated in
some manner. In addition, scour from water flowing over sediments during high
flow events will continue to redistribute sediments and re-expose contaminants.

Because the River is a dynamic system with varying energy regimes, generally
PCB-laden sediments are not sequestered or stable. Some PCB-contaminated
sediment is buried by deposition of cleaner sediments at times, but in other
places and at other times contaminants

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are redistributed. This redistribution may be local or more regional depending
on the energy of flow events and/or physical type or size of the sediment
particles. The redistributed sediments release contamination to the water column
and high flow events (e.g., floods) further increase the bioavailability of
contaminants to organisms in the water column. Although scour during high flow
events is an important release mechanism PCBs in the surface water are also
routinely observed during periods of lower flows (see Section 6.2.3, "Water
Column," below). The conceptual site model shows that the fish ingestion pathway
is a completed exposure route for the Site. Receptors include humans (e.g.,
anglers and their families), piscivorous (i.e., fish eating) fish, piscivorous
birds (including threatened and endangered species) and mammals. Additional
information on the human and ecological receptor populations is provided in the
risk section (Section 8) of this document.

FIGURE 2 HUMAN HEALTH SITE CONCEPTUAL MODEL

[MAP]

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FIGURE 3 ECOLOGICAL SITE CONCEPTUAL MODEL

[MAP]

6.2 RESULTS OF THE REMEDIAL INVESTIGATION

6.2.1 SITE OVERVIEW

The Lower Fox River is a large freshwater river that has been contaminated with
PCBs for nearly 50 years. The contaminated portions of the Lower Fox River
include variations in hydrology and river bed geology, which create complex
environmental setting with varying levels of PCB contamination.

6.2.2 SUMMARY OF SAMPLING RESULTS

WDNR's RI/FS evaluated data from numerous prior investigations conducted since
1971. These data have been incorporated into a single Fox River Database,
available at WDNR's Lower Fox River Web page. The data received as part of the
comments on the proposed plan have been added to the database. The current
database contains in excess of 500,000 analytical records captured from every
major substantial data collection activity since 1989 up until the time the
proposed plan was released and covers analysis of sediment, water, air, and
biota (e.g., fish and wildlife tissues).

6.2.3 NATURE OF CONTAMINATION

Contaminants representing the primary risk driver studied in the RI/FS are, by
definition, polychlorinated biphenyls. PCBs consist of a group of 209 distinct
chemical compounds, known as congeners, that contain one to ten chlorine atoms
attached to a biphenyl molecule, with the generic formula of C12H(10-X)Clx,
where x is an integer from one to ten. Homologue groups are identified based on
the number of chlorine atoms present. For example, monochlorobiphenyls contain
one chlorine atom, dichlorobiphenyls contain two chlorine atoms, and
trichlorobiphenyls contain three chlorine atoms. Some PCB congeners are
structurally and toxicologically similar to dioxin (sometimes called dioxin-like
PCBs).

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Commercially manufactured PCBs consisted of complex mixtures of congeners, known
under various trade names. These PCBs were marketed under the general trade name
"Aroclors." About 140 to 150 different congeners have been identified in the
various commercial Aroclors, with about 60 to 90 different congeners present in
each individual Aroclor.

The polychlorinated biphenyls (PCBs) used in the production of carbonless copy
paper by paper manufacturing facilities on the Fox River from 1954 to 1971,
consisted largely of the Aroclor identified as "1242." Carbonless copy paper
produced during this time contained approximately 3.4 percent PCBs by weight.

Other contaminants of potential concern (e.g., mercury, lead, arsenic, dieldrin,
DDT/DDE/DDD, furan, and dioxin) are also present, but are not significant risk
drivers due to relatively low concentrations.

SOURCES

Twenty paper mills are located along the portion of the Fox River included in
the Site. Among that group of companies, six engaged in the production or
de-inking of carbonless copy paper containing PCBs. As a result of those
processes, these mills discharged PCBs to the Lower Fox River. It is estimated
that the wastewater discharged by the paper mills either directly or indirectly
(through publicly owned treatment works) into the Fox River released an
estimated 690,000 pounds of PCBs into the Lower Fox River.

CONTAMINATED MEDIA

Sediment

Much of the volume of PCBs discharged into the Lower Fox River in the past has
already been transported throughout the system and is now concentrated in
sediment within specific areas. In general, the upper three River reaches can be
characterized as having discrete soft sediment deposits within inter deposit
areas that have little or no soft sediment. In contrast, the last River reach
from De Pere to Green Bay is essentially one large, continuous soft sediment
deposit. Because there were several points of PCB discharge along the entire
length of the Lower Fox River, PCB concentrations and mass distributions are
highly variable. Table 1 summarizes the distribution of PCBs within OU 1 and
OU 2 sediments.

TABLE 1 PCB DISTRIBUTION IN THE LOWER FOX RIVER OUs 1 AND 2

SEDIMENT
VOLUME PCB MASS PCB MASS IN
RIVER REACHES (cy) (kg) TOP 100 cm(%)
- ----------------------------------- --------- --------- -------------

OU 1 - Little Lake Butte des Morts 2,200,400 1,849 98%
OU 2 - Appleton to Little Rapids 339,200 109 100%

Transport of PCBs in Fox River

Contaminant fate and transport in the Lower Fox River and Green Bay are largely
a function of deposition, suspension, and redeposition of the Chemicals of
Concern (COC) that are bound to sediment particles. The organic COCs (PCBs,
pesticides) exhibit strong affinities for organic material in the sediment. The
ultimate fate and transport of these organic compounds depends significantly on
the rate of flow and water velocities through the River and Bay. More sediment
becomes suspended and transported downstream during high-flow events like storms
and spring snowmelt. High-flow events occur approximately 15 to 20 percent of
the time, but can transport more than 50 to 60 percent of the PCB mass that
moves annually. In any event, less than 1 kilogram/year enters Little Lake Butte
des Morts from Lake Winnebago and 40 Kilograms (88 pounds)/year are resuspended
and transported-from Little Lake Butte des Morts to OU 2

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(Little Rapids Reach). An estimated 64 kilograms (141 pounds)/year migrate from
OU 2 downstream. This estimate does not consider removal of the Deposit N or for
possible actions for Deposit DD. Other modes of contaminant transport, such as
volatilization, atmospheric deposition, and point source discharges, are
negligible when compared to sediment resuspension.

Changes in Sediment Bed Elevation

The Lower Fox River is an alluvial river that exhibits significant changes in
bed elevations over time in response to changing volumes of flow during annual,
seasonal, and storm events, changes in sediment load, and changes in its base
level, which is determined by Lake Michigan. Sediment in the riverbed is dynamic
and does not function as discrete layers. River sediment movement is in marked
contrast to the sediment dynamics found in a large quiescent body of water, such
as deep lakes, or the deeper portions of Green Bay. Scouring of the sediment bed
plays a significant role in the quantity of sediment and contaminants
transported through the River system. In response to comments received from the
FRG on the 1999 draft RI/FS to the effect that less than one inch of sediment
would be resuspended from the riverbed as a result of a 100-year storm event,
WDNR and EPA investigated changes in sediment bed elevation for the De Pere to
Green Bay River reach (OU 4). This work is partially relevant to OU 1 and OU 2,
but is informative regarding movement of Fox River sediments generally. This
work (see Technical Memo 2g of the Model Documentation Report) was completed by
a group called the FRG/WDNR Model Evaluation Workgroup as part of the 1997
agreement between the FRG and WDNR. Additional evaluation by EPA was consistent
with changes documented in Technical Memo 2g.

Results of these analyses indicate that sediment bed elevation changes occur in
the Lower Fox River over both short-and long-term time frames. Changes in
sediment bed elevation were observed both across the channel and downstream
profiles. These changes show little continuity. Since River flows have not
significantly changed in recent years, the complexity of these sediment bed
elevation changes reflects the prevailing hydrologic and sediment conditions
that occurred over a 22-year period from 1977 through 2000. The wide range of
discharges and sediment loads continuously reshapes the Lower Fox River sediment
bed. Short-term (e.g., annual and sub-annual) changes in average net sediment
bed elevations range from a decrease or scour of over 11 inches to an increase
or deposition of over 14 inches. Long-term (e.g., over several years) changes in
average net elevations range from a decrease of more than 39 inches to an
increase of nearly 17 inches. The changes documented are well supported by U.S.
Army Corps of Engineers (USACE) sediment volume calculations from pre-and
post-dredge sediment bed elevation surveys, as well as by results of a U.S.
Geological Survey (USGS) analysis of bed surveys performed at intermediate time
scales (e.g., 8 months to 45 months).

Surveys of the River bottom, conducted by several different groups, show
significant changes in sediment bed elevation. On average, sediment bed
elevation data from throughout the De Pere to Green Bay reach suggest that this
River reach is a net depositional zone. However, when examined at a finer scale,
the data show areas of sediment scour up to 14 ft. It should be noted that
during the survey period, there were no large storm events of a 10-year or
greater magnitude. It is unknown what the scour would be during larger events.

For OUs 1 and 2, PCBs are often high in surficial sediments. This is indicative
that higher concentrations of PCBs continue to be exposed or re-exposed.

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The Potential for Natural Biodegradation of PCBs

Responding to comments received from the EPA's peer review panel concerning
natural recovery, the viability of natural degradation as a potential remedial
action for the sediment-bound PCBs in the Lower Fox River and Green Bay was
evaluated. Two basic processes, both anaerobic (without oxygen) and aerobic (in
the presence of oxygen) degradation, must occur to completely decompose PCBs.
Based on evidence in the literature, anaerobic PCB degradation was demonstrated
to have occurred under field conditions at almost all the sites studied.
However, a reduction in PCB concentrations through anaerobic processes is
site-dependent. In the Lower Fox River, University of Wisconsin researchers
found only a 10 percent reduction that could be attributed to anaerobic
degradation processes in deposits with average PCB concentrations greater than
30 mg/kg. More importantly, no PCB reductions resulting from anaerobic processes
could be accounted for in deposits with average concentrations less than 30
mg/kg.

Other active treatment options might possibly promote dechlorination of the
sediment, making the PCBs more amenable to biological destruction. However, a
pilot-scale experiment conducted at the Sheboygan River, another site with
PCB-contaminated sediment, yielded inconclusive results regarding the viability
of enhanced biodegradation. In that study, PCB-contaminated sediment was removed
from the River and placed into a specially engineered treatment facility. The
sediment was seeded with microorganisms and nutrients and the sediment was
manipulated between aerobic and anaerobic conditions to optimize biological
degradation. Even under these conditions, the data were insufficient to conclude
that PCB decomposition was enhanced.

Effects of Time

The Fox River Database includes sediment and water test results for tissue
samples collected since 1971. During the 1970s, after PCB use in the
manufacturing of carbonless copy paper had ceased, PCB concentrations in fish
tissue showed significantly declining concentrations. Since the mid-1980s,
however, changes in PCB levels in fish have slowed, remained constant, or, in
some cases, increased.

Trends in PCB concentrations in the surface layer (i.e., top four inches) of
River sediment are not consistent, but concentrations generally appear to be
decreasing over time as more PCB mass is transported downstream. However, the
time trends showed that concentrations in the subsurface sediments do not appear
to be declining. This indicates that a considerable amount of PCB mass remains
within the sediments of the Lower Fox River. Any changes made to the current
lock and dam configuration on the River could result in increased scour and
resuspension of those underlying sediments, which could in turn result in
increases in fish tissue concentrations. In addition, soil eroded from the
watershed mixes with and may further dilute PCB concentrations in the sediment.

Modeling Effort for the Lower Fox River

Four interrelated models were used in the RI/FS to simulate the fate and
transport of PCBs in the Lower Fox River and Green Bay (Figure 4). They are
mathematical representations of the transport and transfer of PCBs between the
sediment, the water, and uptake into the River and Bay food webs. The models are
intended not only to provide information on the fate and transport of PCBs in an
unremediated River system, but also to compare the potential remedial
alternatives in the FS. The models tend to estimate concentrations lower than
the concentrations actually observed in the River. The relative differences
predicted by the model are considered to be reliable.

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FIGURE 4 RELATIONSHIP OF MODELS USED FOR RISK PROJECTIONS IN THE LOWER FOX RIVER
AND GREEN BAY

[IMAGE]

The modeling effort included:

- Bed mapping of the Lower Fox River to define sediment thickness,
sediment physical properties (such as total organic carbon and bulk
density), and total PCB concentrations;

- Use of the whole Lower Fox River Model (wLFRM) to simulate the
movement of PCBs in the water column and sediment of the Lower Fox
River from Little Lake Butte des Morts to the mouth of the River at
Green Bay; and,

- Use of the Fox River Food Chain Model (FRFOOD) to simulate the
uptake and accumulation of PCBs in the aquatic food chain in the
Lower Fox River using model results from wLFRM.

Bed mapping provided the foundation for the modeling inputs. Total PCB
concentrations in surface sediment for the baseline and action levels serve as
inputs to wLFRM. This model projects total PCB concentrations in water and
sediment. The output from this model is in turn used in the bioaccumulation
model, FRFood, to project whole fish tissue concentrations of PCBs (Figure 4).
The output from all of the models is then compared to the remedial action levels
specified in the FS. This information is used in the FS to estimate the length
of time it would take for a receptor to achieve the acceptable fish tissue
concentration in response to a given action level.

Taken together, these models provide a method for evaluating the long-term
effects of different remedial alternatives and different action levels on PCB
concentrations in water, sediment, and aquatic biota in the Lower Fox River.
The models are then used to predict PCB concentrations in the aquatic
environment over a 100-year period under different remedial alternatives and
action levels. The modeling results are discussed in the FS, and a more detailed
discussion on modeling can be found in the Model Documentation Report. A
complete copy of that report is available on the WDNR's Lower Fox River Web
page.

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Water Column

The dominant current PCB source to the water column is sediments. Average River
surface water total concentrations are 54.6 parts per trillion (ppt), with
particulates and dissolved concentrations, 40.0 ppt and 14.6 ppt, respectively.
There are significant seasonal variations, particularly when the water
temperature drops below 40 degrees F. For example during the winter months of
December 1994 and February 1995, total PCB concentrations dropped to about 10
percent of the average concentration. Average Green Bay concentrations range
from 18.5 ppt for zone 2 to non-detect in zone 4.

Fish and Other Biota

PCB concentrations in fish are a result of the fish's exposure to PCBs in water
and surface sediment, through an aquatic food chain and/or a benthic food chain,
respectively. WDNR continues to collect and analyze fish tissue data from
locations in the Fox River and Green Bay.

A wide variety of fish and other species have been collected and analyzed for
the Fox River and Green Bay from 1971 to present. Generally, concentrations in
biota have been declining, although the rate of decline varies depending upon
the location and time.

Air

PCBs can enter the air via volatilization from PCB-contaminated water and soil
although volatilization of PCBs is generally considered to be limited. Air
monitoring during the 1999 SMU 56/57 dredging project demonstrated that even
under "worst case" conditions (i.e., when sediments are excavated and exposed to
the air) that volatilization of PCBs do not pose a significant risk to humans or
wildlife.

6.2.4 GEOCHEMISTRY AND MODELING CONCLUSIONS

In the RI/FS, EPA evaluated PCB contamination at the Site using a number of
tools. These tools include geochemical analyses of the water and sediment, "time
trends" (i.e., statistical) analyses, and analysis of biological monitoring
data, and synthesis of the data by the application of a set of complex
mathematical (i.e., computer) models. PCB physical/chemical transport and fate
and PCB bioaccumulation models were applied to predict future levels of PCBs in
the Fox River and Green Bay sediment, water and fish.

7. CURRENT AND POTENTIAL FUTURE SITE AND RESOURCE USES

As one of Wisconsin's great rivers, the Lower Fox River has played and will
continue to play a major role in the history, culture, and economy of the area.
The Fox River has played an important role in defining regional history and
culture. Current and reasonably anticipated future land use and surface water
use are described below.

7.1 CURRENT AND REASONABLY ANTICIPATED FUTURE LAND USE

Current land use includes a variety of residential, commercial, agricultural,
and industrial activities. Use of the River and lands surrounding the River are
projected to remain the same. At this time, no changes in future land use are
known, nor are any new uses expected. Table 2 below summarizes current land use
for OUs 1 and 2.

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TABLE 2 PREDOMINANT LAND USE BY OPERABLE UNIT

OPERABLE UNIT PREDOMINANT LAND USE
- -------------------------------------------- -----------------------------------------------------

1 - Little Lake Butte des Morts Residential, industrial, and commercial
2 - Appleton to Little Rapids Residential, industrial, commercial, and agricultural

Other uses of the River include parks, woodlands, and recreational. OUs 1 and 2
pass through Winnebago, Outagamie and Brown Counties.

7.2 SURFACE WATER USES

- - Industrial and commercial purposes: Uses include generation of electrical
power and industrial/commercial purposes.

- - Residential/Domestic: Due to historic problems in the Lower Fox River, the
main surface water sources for human consumption for the areas surrounding
OU 1 and 2 is Lake Winnebago and groundwater (i.e., not the Fox River).

- - Recreation: The Fox River supports a variety of water-based recreational
activities including sport fishing, waterfowl hunting, swimming and
boating. Boating (both power and non-power) is available on the River,
particularly in Little Lake Butte des Morts. Tourism is popular and
important to the local economy.

- - Ecological Resources: The Fox River and Green Bay support many species of
birds (e.g., tree swallow, Forsters and Common Tern, Double-crested
Cormorants, Bald Eagles) fish (Rainbow Smelt, Alewife, Gizzard Shad,
Shiner, Yellow Perch, Carp, Brown Trout and Walleye), and mammals (e.g.,
mink), including sixteen (16) species of State or federally listed
Threatened or Endangered species.

The Lower Fox River provides diverse habitats for all trophic levels of the
River and Bay ecosystem. Plants, plankton, aquatic invertebrates, fish,
amphibians, reptiles, birds and mammals use the Fox River for feeding,
reproduction and shelter. In addition to the aquatic communities associated with
the River, animals living in wetlands, floodplains and upland communities are
also dependent on the River.

Both federal and state freshwater wetlands exist in the Fox River region,
providing valuable habitat.

8. SUMMARY OF SITE RISKS

Baseline human health and ecological risk assessments were conducted to evaluate
the potential for current and future impacts of site-related contaminants on
receptors visiting, utilizing or inhabiting the Fox River and Green Bay in the
Baseline Human Health and Ecological Risk Assessment (BLRA). The BLRA for the
Lower Fox River and Green Bay was prepared as a companion document to the RI/FS
and was finalized in December 2002.

In the portion of the report covering Human Health Risk Assessment (HHRA),
cancer risks and non-cancer health hazards were evaluated for the Lower Fox
River and Green Bay. In the Ecological Risk Assessment (ERA) portion of the
report, ecological risks were evaluated for Lower Fox River and Green Bay. The
BLRA supports the selected remedy.

The BLRA concludes that:

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- - Human health and ecological receptors are at risk in each Operable Unit.

- - Fish consumption is the exposure pathway representing the greatest level
of risk for human and ecological receptors, other than the direct risks
posed to benthic invertebrates via direct exposure to contaminated
sediments.

- - The primary contaminant of concern is PCBs.

8.1 IDENTIFICATION OF CHEMICALS OF CONCERN

The Site includes the contaminated sediment found within the Lower Fox River and
Green Bay. A Screening Level Risk Assessment (SLRA) was conducted to evaluate
which chemicals in the system pose the greatest degree of risk to people and
animals. Identified Chemicals of Concern (COCs) include PCBs, dioxins/furans,
the pesticide DDT and its metabolites (DDD and DDE), the pesticide dieldrin, and
arsenic, lead, and mercury.

8.2 HUMAN HEALTH RISK ASSESSMENT

8.2.1. SUMMARY OF SITE RISKS

The site-specific HHRA evaluated both cancer risks and non-cancer health hazards
from exposure to PCBs in the Fox River and Green Bay, as documented in the
Remedial Investigation and Feasibility Study (RI/FS). This discussion emphasizes
cancer risks and non-cancer health hazards due to PCBs in the Fox River and
Green Bay that exceed EPA's goals for protection. For cancer, regulatory
decisions are made ranging from risk levels of one in a million (10(-6)) to one
in 10,000 (10(-4)). A one in a 100,000 cancer risk level is commonly used in
federal and state regulatory decisions. For non-cancer, a hazard index (HI) of 1
is the most frequent basis for risk management decisions. Cancer risks and
non-cancer hazard indices in Green Bay were calculated to be generally similar
to the Fox River. The cancer risk and non-cancer hazard indices in the Fox River
and Green Bay are above EPA's levels of concern for fish consumption. Consistent
with Superfund policy and guidance, the Human Health Risk Assessment (HHRA) is a
baseline risk assessment and therefore assumes no actions (i.e., remediation) to
control or mitigate hazardous substance releases and no institutional controls,
such as the fish consumption advisories and fishing restrictions that are
currently in place, which are intended to control exposure to hazardous
substances. Cancer risks and non-cancer hazard indices were calculated based on
an estimate of the reasonable maximum exposure (RME) expected to occur under
current and future conditions at the Site. The RME is defined as an upper end
exposure that is reasonably expected to occur at a Site. EPA also estimated
cancer risks and non-cancer hazard indices based on central tendency (CT), or
average, exposures at the Site. For both the RME and CT exposures, average
contaminant (e.g., PCBs) levels in fish were exceeded. The following discussion
summarizes the HHRA with respect to the basic steps of the Superfund HHRA
process: 1) Data Collection and Analysis, 2) Exposure Assessment, 3) Toxicity
Assessment and 4) Risk Characterization.

8.2.2 DATA COLLECTION AND ANALYSIS

The HHRA utilizes documents relating to the nature and extent of PCB
contamination at the Site developed as part of the RI/FS. These RI/FS documents
provide both current and projected future concentrations of PCBs in air, fish,
sediments and river water. To calculate cancer risks and non-cancer hazard
indices, the information on concentrations in these media (Tables 3 and 4) are
combined with other information on exposure (see Section 8.2.3) and toxicity
(see Section 8.2.4).

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TABLE 3 SUMMARY OF PCB DATA AND MEDIUM-SPECIFIC HUMAN EXPOSURE POINT
CONCENTRATIONS FOR OU 1

CONCENTRATION EXPOSURE
DETECTED FREQUENCY POINT
EXPOSURE CHEMICAL OF --------------- OF CONCENTRATION STATISTICAL
POINT CONCERN MIN. MAX. DETECTION (PPM) MEASURE
- --------------- --------------------- ------- ------- --------- ------------- -----------

Sediments Total PCBs 0.002 222.7 539/661 3.70 mean
ppm ppm*

Surface particulate 0.13 40.16 34/41 1.66E-05 mean
Water Total ng/L ng/L
Direct PCBs
Contact dissolved 1.4 19 40/46 1.11E-05
ng/L ng/L

Fish Total PCBs 0.0989 3.8 11/13 1.16 mean
Tissue ppm ppm
(Walleye)

- ----------
ng/L - nannograms/Liter

ppm - parts per million

* data submitted with comments from the responsible parties included data
from LLBdM in excess of 360 ppm PCB.

Data sources:

Concentrations and detections for surface water - Rl Tables, 5-1, 5-16 and RA
Table 6-14. Point of exposures - RA Table 5-31, 6-8.

Table 4 SUMMARY OF PCB DATA AND MEDIUM-SPECIFIC HUMAN EXPOSURE POINT
CONCENTRATIONS FOR OU 2

Sediments Total PCBs 0 ppm 77.44 188/263 1.40 mean
4 ppm

Surface particulate 0.01 52.17 34/41 1.19E-05 mean
Water Total ng/L ng/L
Direct PCBs
Contact dissolved 0.026 18.86 84/85 4.84E-06
ng/L ng/L

Fish
Tissue Total PCBs 1.431 3.90 4/4 2.74 mean
(Walleye) ppm ppm

- ----------
ng/L - nannograms/Liter

ppm - parts per million

Data sources:

Concentrations and detections for surface water - Rl Tables, 5-1, 5-16 and RA
Table 6-14.

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Fish at the Site have been collected by the WDNR for approximately 35 years,
with fish advisories in effect since 1976. Fish samples have been analyzed for
PCBs (both total PCBs and selected congeners), Dioxins/furans (specifically,
2,3,7,8-TCDD and 2,3,7,8-TCDF), DDT (dichlorodiphenyltrichloroethane), a
pesticide, and its metabolites (DDD and DDE) Dieldrin (pesticide), arsenic, lead
and mercury. These non-PCB contaminants were found to present substantially less
risk compared to PCBs. Additionally, some of the other contaminants identified
in sediment have similar fate and transport properties, and are generally found
with PCBs. For this reason, a remedy that effectively addresses PCB exposure
will also address the other COCs (with lesser toxicities) in the sediment.

The conceptual site model identifies potential receptors for COCs and exposure
pathways. As discussed above, determination of PCB exposure provides a sound
basis for characterizing significant human health risks at the Site. Estimates
of the exposures allow a quantitative risk evaluation. This was done for fish,
sediment, drinking/river water, and air. Most Site risks were determined to
relate to fish consumption, with only minimal risk associated with other
potential exposures (e.g., inhalation, direct contact). Thus the discussion
below focuses on risks and exposures related to fish consumption.

Specifically, these quantitative risk calculations from fish consumption were
based on wet-weight PCB concentrations in fish fillets, as generated by WDNR's
bioaccumulation models, Fox River Food (FRFOOD) and Green Bay Food (GBFOOD). The
fillet represents the portion of the fish most commonly consumed. The fish
exposures were derived by weighting the model output by reported angler
preference for species consumption (i.e., weighting the modeled PCB
concentrations in fish to reflect the species caught and consumed by anglers)
and by averaging over location within the study area.

8.2.3 EXPOSURE ASSESSMENT

The exposure assessment evaluates exposure pathways by which people are or can
be exposed to the contaminants of concern in different media (e.g., fish, water,
and sediment). Factors relating to the exposure assessment include, but are not
limited to, the concentrations that people are or can be exposed to and the
potential frequency and duration of exposure.

Conceptual Site Model

Human exposure to PCBs through consumption of fish presented the greatest risk.
Other human exposure pathways such as inhalation, drinking contaminated water
or direct exposure presented no significant risk. The human health conceptual
site model is shown in Figure 2.

Exposed Populations

Recreational and high intake (i.e., subsistence) fish consumers are the most
likely population to have significant PCB exposures. Populations that may have
portions of their members engaged in subsistence fishing include Native
Americans, and Hmong (Laotians). Sensitive populations that were qualitatively
evaluated include highly exposed (i.e., subsistence) anglers and their families
as well as infants of mothers who ingest fish that are exposed in utero and/or
through consumption of breast milk. With respect to subsistence or highly
exposed angler populations in Wisconsin, review of the literature suggests that
these populations are likely to be adequately represented in the HHRA. With
respect to infants (less than one year old), exposure to PCBs in utero and via
ingestion of breast milk are known exposure routes that pose risks to fetal
development in the infant. Several ongoing studies are determining if it is
possible to develop quantitative relationships between fetal/infant PCB exposure
and developmental effects. Standard EPA default factors were used for angler
body weight [e.g., 72 (kilograms (kgs) for an adult].

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Fish Ingestion Rate

Several fish consumption surveys were used to evaluate fish intake rate for both
recreational and high intake fish consumers. Specific studies included: West
(1989, 1993) conducted in Michigan; Fiore (1989) conducted in Wisconsin;
Hutchinson and Kraft conducted in Wisconsin (1994) and Hutchinson (1999)
conducted in Wisconsin. The RME fish ingestion rate was determined to be 59
grams per day from the West studies while 81 grams was determined for high
intake fishes, using the findings from Hutchinson and Kraft (1994).

Exposure Duration

Values of 30 years for Central Tendency Exposure (CTE) and 50 years for the RME
scenario were established based on EPA published estimates of the years persons
live in the Lower Fox River and Green Bay area.

PCB Cooking Loss

PCB losses during cooking were assumed to be 50 percent, based on studies
reported in the literature. Potential PCB loss mechanisms include removing skin
and fat, draining cooking fluids from the fish and grilling to allow oil to drip
away from the fish.

Probabilistic Analysis

In addition to the point estimate (i.e., deterministic) analyses, a
probabilistic analysis was performed to provide a range of estimates of the
cancer risks and non-cancer health hazards associated with the fish ingestion
pathway. The probabilistic analysis helps to evaluate variability in exposure
parameters (e.g., differences within a population's fish ingestion rates, number
of years anglers are exposed, body weight, etc.) and uncertainty (i.e., lack of
complete knowledge about specific variables). The deterministic risk analyses
using point estimates to generate RME exposures and risks was found to compare
favorably to findings from the probabilistic approach.

8.2.4 TOXICITY

The toxicity assessment determines the types of adverse health effects
associated with PCB exposures and the relationship between the magnitude of
exposure (dose) and severity of adverse effects (response). Potential health
effects for PCBs include the risk of developing cancer over a lifetime. Other
non-cancer health effects, such as changes in the normal functions of organs
within the body (e.g., changes in the effectiveness of the immune system), are
also associated with PCB exposure. Some of the 209 PCB congeners are considered
to be structurally and mechanistically similar to dioxin and exert dioxin-like
effects.

Sources of Toxicity Information.

The HHRA used the current consensus toxicity values for PCBs from EPA's
Integrated Risk Information System (IRIS) in evaluating the cancer risk and
non-cancer health effects of PCBs. IRIS provides the primary database of
chemical-specific toxicity information used in Superfund risk assessments. More
recent toxicity data are provided in Appendix D of the BLRA. These data do not
change EPA's use of IRIS values. For the dioxin-like PCBs, the HHRA used
toxicity information for dioxin (2,3,7,8-TCDD) provided in EPA's 1997 Wealth
Effects Assessment Summary Tables.

Cancer

EPA has determined that PCBs cause cancer in animals and probably cause cancer
in humans (B2 classification or likely to cause cancer in humans). EPA's cancer
slope factors (CSFs) for PCBs represent plausible upper bound estimates, which
means that EPA is reasonably confident that the actual cancer risks will not
exceed the estimated risks calculated using the

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CSFs. For fish ingestion, the pathway determined to be of greatest concern, CSFs
of 2 (mg/kg day)(-1) and 1 (mg/kg-day)(-1) were used for the RME and CT
(average) exposure, respectively. For dermal and inhalation exposures, a CSF of
2 (mg/kg-day)(-1) was used with a dermal absorption fraction of 14 percent,
consistent with the IRIS, chemical file. For inhalation, a CSF of 0.4
(mg/kg-day)(-1) was used. For the dioxin-like PCBs, the CSF for 2,3,7,8-TCDD of
150,000 (mg/kg-day) was used.

Non-Cancer Health Effects

Serious non-cancer health effects have been observed in animals exposed to PCBs.
Studies of Rhesus monkeys exposed through ingestion of PCBs (i.e., Aroclors 1016
and 1254) indicate a reduced ability to fight infection and reduced birth weight
in offspring exposed in utero. Studies of non-cancer health effects, including
neurobehavioral effects observed in children of mothers who consume
PCB-contaminated fish were summarized in the baseline risk assessment and-are
being evaluated by EPA as part of the Agency's IRIS process. The toxicity
assessment is an evaluation of the chronic (e.g., 7 years or more) adverse
health effects from exposure to PCBs. The chronic Reference Dose (RfD)
represents an estimate (with uncertainty spanning an order of magnitude or
greater) of a daily exposure level for the human population, including sensitive
populations (e.g., children), which is likely to be without an appreciable risk
of deleterious effects during a lifetime. Chemical exposures exceeding the RfD
do not predict specific disease. For the fish ingestion pathway, the oral RfD
for Aroclor 1254 of 2 x 10(-5) mg/kg-day was used for the RME and CT (average)
exposures, because the congener analysis of fish samples more closely resembled
Aroclor 1254 rather than 1016. For the sediment and water ingestion pathways,
the oral RfD for Aroclor 1016 of 7 x 10(-5) mg/kg-day was used because analyses
of sediment and water samples most closely resemble Aroclor 1016. For the dermal
contact pathway, dermal RfDs were extrapolated from the oral RfD for Aroclor
1016.

8.2.5 RISK CHARACTERIZATION

This final step in the HHRA combines the exposure and toxicity information to
provide a quantitative assessment of site risks. Exposures are evaluated based
on the potential risk for developing cancer and the potential for non-cancer
health hazards.

8.2.6 CANCER RISKS

Cancer risk is expressed as a probability. For example, a 10(-4) cancer risk
means a one in 10,000 excess cancer risk, or an increased risk of an individual
developing cancer of one in 10,000 as a result of exposure to site contaminants
under the conditions used in the Exposure Assessment Under Superfund, acceptable
exposures RME cancer risk must be defined with the range of 10(-4) to 10(-6)
(corresponding to a one in 10,000 to a one in 1,000,000 excess cancer risk).
Excess lifetime cancer risk is calculated from the following equation:

Risk = CDI x CSF

where: Risk = a unit less probability (e.g., 1 x 10(-3) of an individual
developing cancer)

CDI = Chronic Daily Intake averaged over 70 years (mg/kg-day)

CSF = Cancer Slope Factor, expressed as (mg/kg-day)(-1)

At this Site, cancer risks to the RME individual associated with ingestion of
fish are above EPA's generally acceptable levels, as shown below in Tables 5 and
6. In addition, cancer risks to the average (CT) individual associated with
ingestion of fish are above EPA's goal for protection. Tables 5 and 6 below
summarize key cancer risks from Tables 5-82 and 5-86 from the Human Health Risk
Assessment for the Site. Cancer risks from exposure to dioxin-like PCBs were

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comparable to the cancer risks from the non-dioxin-like PCBs presented below for
fish ingestion.

TABLE 5 CANCER RISK FROM FISH INGESTION -- SUMMARY FOR OU 1

PATHWAY RME CANCER RISK CT (AVERAGE) CANCER RISK
- -------------------------------------- ----------------------------- -----------------------------

Recreational Angler
All Fish 5.2 x 10(-4) (5.2 in 100,000) 7.8 x 10(-5) (7.8 in 100,000)
Walleye 1.5 x 10(-4) (1.5 in 10,000) 2.2 x 10(-5) (2.2 in 100,000)

High Intake (i.e., Subsistence) Angler
All Fish 7.2 x 10(-4) (7.2 in 10,000) 1.1 x 10(-4) (1.1 in 10,000)
Walleye 2.0 x 10(-4) (2.0 in 10,000) 3.2 x 10(-5) (3.2 in 100,000)

TABLE 6 CANCER RISK FROM FISH INGESTION -- SUMMARY FOR OU 2

PATHWAY RME CANCER RISK CT (AVERAGE) CANCER RISK
- -------------------------------------- ----------------------------- -----------------------------

Recreational Angler
All Fish 4.9 x 10(-4) (4.9 in 10,000) 7.4 x 10(-5) (7.4 in 100,000)
Walleye 1.6 x 10(-4) (1.6 in 10,000) 2.4 x 10(-5) (2.4 in 100,000)

High Intake (i.e., Subsistence Angler)
All Fish 6.8 x 10(-4) (6.8 in 10,000) 1.1 x 10(-4) (1.1 in 10,000)
Walleye 2.3 x 10(-4) (2.3 in 10,000) 3.5 x 10(-5) (3.5 in 100,000)

8.2.7 NON-CANCER HEALTH HAZARDS

The potential for non-cancer health effects is evaluated by comparing an
exposure level over a specified time period (e.g., 7 years) with Reference Dose
(RfD) derived for a similar exposure period. An RfD represents a level that an
individual may be exposed to that is not expected to cause any deleterious
effect. The ratio of exposure to toxicity is called a Hazard Quotient (HQ). An
HQ less than 1 indicates that a receptor's dose of a single contaminant is less
than the RfD, and that toxic non-carcinogenic effects from that chemical are
unlikely. A Hazard Index (HI) represents the sum of the individual exposure
levels for different chemicals and different media (e.g., fish, water, sediment)
compared to their corresponding RfDs (i.e., HI is the sum of HQs for an
individual). The key concept of a non-cancer HI is that a threshold level
(measured as an HI of 1) exists below which non-cancer health effects are not
expected to occur. Under the federal Superfund program, EPA's goal for
protection for non-cancer health hazards is an HI equal or less than 1 for the
RME individual.

The HQ is calculated as follows:

Non-cancer HQ = CDI/RfD

where: CDI = Chronic daily intake (mg/kg-day)
RfD = Reference dose (mg/kg-day)

CDI and RfD are expressed in the same units and represent the same exposure
period (i.e., chronic).

At this Site, all non-cancer RME hazard indices from the consumption of PCBs in
fish are above EPA's generally acceptable levels, as shown below (see also Table
6). Risk to children is

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particularly elevated. Tables 7 and 8 below summarize key non-cancer risks from
Tables 5-84, 5-85, from the Human Health Risk Assessment for the Site. In
addition, non-cancer hazard indices to the average (CT) individual are above
EPA's generally acceptable levels. Non-cancer hazard indices for dioxin-like
PCBs were not evaluated quantitatively due to EPA's ongoing evaluation of dioxin
toxicity.

TABLE 7 NON-CANCER HEALTH HAZARD FROM FISH INGESTION -- SUMMARY FOR OU 1

CT (AVERAGE) NON-CANCER
PATHWAY RME NON-CANCER HI HI
- -------------------------------------- ----------------- -----------------------

RECREATIONAL ANGLER
All Fish 20 5
Walleye 5.5 1.4

HIGH INTAKE (I.E., SUBSISTENCE) ANGLER
All Fish 27 7
Walleye 8 2

HIGH INTAKE RECREATIONAL CHILD
All Fish 47 12
Walleye 13 3

HIGH INTAKE SUBSISTENCE CHILD
All Fish 65 17
Walleye 19 5

TABLE 8 NON-CANCER HEALTH HAZARD FROM FISH INGESTION -- SUMMARY FOR OU 2

CT (AVERAGE) NON-
PATHWAY RME NON-CANCER HI CANCER HI
- -------------------------------------- ----------------- -----------------------

Recreational Angler 84 21
High Intake (i.e., subsistence) Angler 115 30

8.2.8 PROBABILISTIC ANALYSIS

In addition to the deterministic calculations discussed above, EPA calculated
risks for ingestion of fish in the Fox River and Green Bay using a probabilistic
analysis, consistent with EPA guidance on probabilistic risk assessments (EPA,
1999). This analysis supports and complements the point estimates of risks and
hazard indices calculated in evaluations of exposure to PCBs in fish.

Deterministic RME estimates of risk and hazard index provided in the
probabilistic evaluation are generally consistent within the 90th to 95th
percentiles of the respective probability distributions of risk and hazard
indices. This is consistent with the interpretation provided by EPA (EPA, 1999)
of the RME as a plausible high-end risk or hazard index for the exposed
population.

Deterministic CTE estimates of risk and hazard index are generally close to the
means of probability distributions of risk and hazard index. This is consistent
with the interpretation of the CTE as the average risk or hazard index for the
exposed population.

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8.2.9 UNCERTAINTY

The process of evaluating human health cancer risks and non-cancer hazard
indices involves, multiple steps. Inherent in each step of the process are
uncertainties that ultimately affect the final cancer risks and non-cancer
hazard indices. Important sources of uncertainty in the HHRA are discussed
below:

The use of a bioaccumulation model to generate future concentrations of PCBs in
fish if no action occurs were used in the HHRA calculations. WDNR minimized
this uncertainty to the extent possible by developing a bioaccumulation model
specifically for the Fox River Fox River and Green Bay (i.e., "FRFOOD" and
"GBFOOD", respectively), calibrating the model to the extensive database for
the Fox River and Green Bay. Additionally the model was revised based on a peer
review sponsored by the Fox River Group. Based on the model calibration (i.e.,
the ability of the fish bioaccumulation model to capture the historical
observed lipid-normalized PCB measurements in fish), and the feedback received
from the peer review, the model uncertainty is not sufficient to change the
overall conclusion of the HHRA that cancer risks and non-cancer hazard indices
due to ingestion of fish are above acceptable levels.

Time Trends

Although concentrations in fish may be decreasing over time for some fish
species in OU 1 and OU 2 these trends were not consistent with all species. In
addition, trends in the surficial sediment layer are not consistent and
concentrations in deeper sediments are not decreasing. Additionally, events
that may scour sediments may cause declining trends currently observed to
either slow or reverse.

Fish Ingestion Rate

This uncertainty in the fish ingestion rate was minimized by relying on a
number of surveys. These included Michigan angler surveys for recreational
anglers by West et al., 1989 and 1993, and a Wisconsin angler survey by Fiore,
1989. For high intake fish consumers, surveys by West et al., 1993, Peterson,
1994 and Hutchison and Kraft, 1994, Hutchison, 1994, and Hutchison, 1999 were
also considered. In addition, the sensitivity/uncertainty analysis conducted
for the probabilistic analysis showed that, despite the use of different fish,
the overall conclusion of the HHRA -- that cancer risks and non-cancer hazard
indices due to ingestion Of fish are above levels of concern, essentially
remains the same.

PCB Toxicity

EPA describes the uncertainty in the cancer toxicity values as extending in
both directions (i.e., contributing to possible underestimation or
overestimation of cancer slope factors (CSF)). However, the CSFs were developed
to represent plausible upper bound estimates, which means that EPA is
reasonably confident that the actual cancer risk will not exceed the estimated
risk calculated using the CSF. The CSFs used in the HHRA were externally peer
reviewed and supported by the panel of expert scientists and are the most
current values recommended by EPA in IRIS. Non-cancer toxicity values also have
uncertainty. The current oral RfDs for Aroclor 1016 and 1254, which were used
in the HHRA, have uncertainty factors of 100 and 300, respectively in order to
provide for protection of public health. The RfD for Aroclor 1016 was
externally peer-reviewed and supported by the panel of scientists. The RfD for
Aroclor 1254 was developed using the same methodology as Aroclor 1016 and was
internally peer-reviewed. Since these RfDs were developed, a number of recent
national and international studies have reported possible associations between
developmental and neurotoxic effects in children from prenatal or postnatal
exposures to PCBs. In light of these new studies, the current RfDs are
currently being evaluated as part of the IRIS process. It would be
inappropriate to prejudge the results of the IRIS evaluation at this time.

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PCB Body Burden

The fact that any previous exposures (either background or past consumption of
PCB-contaminated fish) may still be reflected in an individual's body burden
today is an additional source of uncertainty and may result in an underestimate
of non-cancer hazard indices and cancer risks.

PCB Bioaccumulation Modeling

The use of a bioaccumulation model to generate estimations of future
concentrations of PCBs in fish if no action occurs were used in the HHRA
calculations. WDNR minimized this uncertainty to the extent possible by
developing a bioaccumulation model specifically for the Fox River and Green Bay
(i.e., FRFOOD and GBFOOD, respectively), calibrating the model to the extensive
database for the Fox River and Green Bay. Additionally the model was revised
based on a peer review sponsored by the Fox River Group. Based on the model
calibration (i.e., the ability of the fish bioaccumulation model to capture the
historical observed lipid-normalized PCB measurements in fish), and the feedback
received from the peer review, the model uncertainty is not sufficient to change
the overall conclusion of the HHRA that cancer risks and non-cancer hazard
indices due to ingestion of fish are above acceptable levels.

8.3 ECOLOGICAL RISK ASSESSMENT

The Lower Fox River and Green Bay provide habitat function for a variety of
invertebrates, fish, birds, and mammals that inhabit or use this watershed for
foraging, reproducing, rearing young and other life cycle requirements. The
Lower Fox River basin and Green Bay varies considerably in its potential to
provide and support different kinds of wildlife habitat and this variability
affects the wildlife diversity and populations. The BLRA focuses primarily on
aquatic, or aquatic-dependent species. Aquatic habitats within the area are
wetland (e.g., Lower Fox River and Southern Green Bay), and riverine (e.g.,
Lower Fox River).

The significant groups of wildlife found within these habitats include the
following:

- Both pelagic and benthic aquatic invertebrate species form the
primary prey in the food webs of the River and Bay. Species of
oligochaetes and chironomids (e.g., worms and midges) are typically
most abundant and are found throughout the Lower Fox River and Green
Bay. Amphipods, crayfish, snails, and mussels are also present in
the River and Bay. Zebra mussels, an exotic species, are present
throughout Green Bay and the River.

- Fish of the region include salmon/trout; game fish, including
walleye, yellow perch, and northern pike; and pelagic and benthic
non-game fish. A discussion of the significant fish species within
the study area is presented later in this section.

- Birds of the region include raptors, gulls/terns, diving birds,
migratory waterfowl, passerines, shorebirds, and wading birds. A
listing of the significant bird species within the study area is
presented later in this section. These animals are found nesting,
feeding, and living in both terrestrial and aquatic habitat
environments.

- Mammals of the region include large and small game animals that
generally live in open or wooded habitat, as well as fur-bearing
animals that may forage or live within or near aquatic environments.
The small and large game animals include rabbits, squirrels, and
deer. The fur-bearing animals include beaver, red fox, mink,
raccoon, muskrat, and otter. Additionally, bats feed on insects in
the vicinity of Lake Winnebago and near the communities along the
Fox River. Few of the mammals will be discussed in detail within
this document. Mink are the principal species discussed in the BLRA.

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- Reptiles and amphibians, including snakes, turtles, frogs, and toads
are present in the region (Exponent, 1998). Typically, the frogs and
turtles confine themselves to the wetland and near shore areas while
several snake species and toads are found in association with both
terrestrial and aquatic habitats. Frogs and toads that dwell in
wetlands or near shore areas are fed upon by wading birds of the
region.

Through the mid-1970s the population levels of fish species, such as walleye and
perch, were low within the Lower Fox River and southern Green Bay ecosystems.
Contaminants, along with low dissolved oxygen (DO) conditions brought about by
uncontrolled and untreated wastewater dumped into the River, were believed to be
a contributing factor causing low population levels. Principal species found
within the system were those that could tolerate these conditions, especially
bullhead and carp.

With the institution of water quality controls in the mid-1970s, contaminants
and DO conditions improved. The WDNR undertook a program to reintroduce walleye
into the River and Bay through a stocking program beginning in 1973. That
program was very successful; self-sustaining populations of walleye now exist
within the River and Bay. Recent electro-fishing catch data for walleye from De
Pere dam to the mouth of the Lower Fox River are shown on Figure 2-15 of the
BLRA.

In addition to walleye, a number of other species were reestablished in the
Lower Fox River and Green Bay, including white and yellow perch, alewife, shad,
bass, and other species. Historical anecdotal data from the Oneida tribe and
more recent creel survey data from the WDNR indicate that Duck Creek and Suamico
tributaries to southern Green Bay were used by numerous fish species (Nelson,
1998).

The WDNR has completed extensive fish surveys in the Lower Fox River and inner
Green Bay. However, due to the numerous factors that may effect fish
populations, simply reviewing and comparing the population survey results from
various years is not valid. Year-to-year fish populations do not necessarily
indicate whether conditions within the River/Bay are degraded or improving
because other environmental, physical, or biological factors may be impacting
select fish species at any given time. Selected fish surveys for the Lower Fox
River have been reviewed to provide data on the types of fish present within the
system at given points in time. However, no in-depth analysis of whether these
population surveys indicate declining or improving conditions is included. No
Green Bay fish surveys are included in this discussion. Rather, the personal
observations from WDNR and MDNR personnel familiar with both the commercial and
sport fisheries of Green Bay are used.

8.3.1 SCREENING ECOLOGICAL RISK ASSESSMENT

The Screening Ecological Risk Assessment (SERA) for the Lower Fox River and
Green Bay focused on the potential for ecological risks associated with
chemicals in sediments, surface waters, and biota. The SERA was conducted using
conservative exposure and effects scenarios in an effort to identify which of
the over 300 contaminants previously identified potentially posed risks to
ecological receptors. Data from 16 separate comprehensive studies conducted on
the Fox River and Green Bay by state, federal, university, and private parties
were used to assess risk. The objective of the screening was to identify a
smaller list of contaminants that would be carried through to the baseline risk
assessment.

As defined in the Superfund Risk Assessment Guidance (EPA, 1997a), following the
completion of the SERA, a Scientific Management Decision Point (SMDP) was
necessary to review the results of the SERA. The technical team of risk managers
and risk assessors, collectively

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referred to as the Biological Technical Assistance Group (BTAG), were assembled
during the SERA process to specifically address SMDPs and provide technical
review.

The SMDP was formalized in a memo from WDNR dated August 3, 1998 (Appendix A-RA)
The memo identified and justified which chemicals should be carried forward into
the RA, based on the potential for either human health or ecological risk. Of
the 75 chemicals that were above screening level risk criteria, only those with
the most potential for adverse risk were carried forward as BLRA contaminants of
potential concern (COPCs).

The retained COPCs include: PCBs (expressed as total and PCB coplanar
congeners), dioxin and furan congeners, DDT and its metabolites DDE, and DDD,
dieldrin, arsenic, lead, and mercury. Sediment HQs were greatest for PCBs based
on both human heath and ecological risk-based screening levels.

8.3.2 BASELINE ECOLOGICAL RISK ASSESSMENT

The overall ecological goals of the Baseline Risk Assessment (BLRA) for the
Lower Fox River and Green Bay were to:

- Examine how the contaminants of potential concern (COPCs) carried
forward from the Screening Level Risk Assessment (SLRA) (RETEC,
1998b) move from the sediment and water into ecological receptors
within the Lower Fox River and Green Bay.

- Quantify the current (or baseline) ecological risk associated with
the COPCs.

- Distinguish those COPCs, which pose the greatest potential for risk
to the environment and should be carried forward as contaminants of
concern (COCs) in the FS.

- Determine which exposure pathways lead to the greatest risks.

- Support the selection of a remedy, which eliminates, reduces, and/or
controls identified risks by calculating sediment quality thresholds
(SQTs).

Consistent with Superfund policy and guidance, the BLRA is a baseline risk
assessment and, therefore, assumes no actions (remediation) to control or
mitigate hazardous substance releases. The following discussion summarizes the
BLRA with respect to the four basic steps of the Superfund Ecological Risk
Assessment process: 1) Problem Formulation, 2) Exposure Assessment, 3) Effects
Assessment, and 4) Risk Characterization.

PROBLEM FORMULATION

Chemicals of Concern

PCBs were carried forward in the BLRA as the primary COPC because
SLRA-calculated sediment hazard quotients (HQs) ranged from 1,514 to 5,872,
generally several orders of magnitude greater than HQs for other COPCs. Although
2,3,7,8-TCDD is the most toxic dioxin congener, all structurally related dioxin
and furan congeners were evaluated for toxicity based on the toxicity
equivalency method, further described in Section 6.3.2 of the BLRA. The dioxin
and furan congeners that will be evaluated are those that have been measured in
Site media and those that have toxic equivalency factors (TEFs). The only PCB
congeners that were evaluated for dioxin-like toxicity are those that most
structurally resemble dioxin and have the greatest potential for
bioaccumulation: congeners 77, 81, 105, 118, 126, and 169, as further discussed
in Section 6.3.3 of the BLRA.

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The electronic Fox River Database (FRDB) currently contains more than 500,000
records representing contaminant data from sediment, water, and tissue data.
Total PCBs are the most frequently found analyte in the database. 1989 was used
as a cut-off date for inclusion of data for the evaluation of risk for several
reasons: 1) the contribution of these data towards assessing risk was
considered to be less advantageous than the greater accuracy obtained by
evaluating risk based on more current data; 2) no data collected prior to 1989
were validated, and 3) although data collected in 1989 were not validated, the
total number of samples collected in this year is more than 30 percent of all
samples collected.

Complete Exposure Pathways

Currently, the principal source for COPCs is the contaminated sediment deposits
found throughout the system. The principal transport mechanism is sediment
resuspension, with transport occurring by downstream currents in the Lower Fox
River, and by discrete resuspension transport and deposition events within Green
Bay (WDNR, 1998b, 1998c). The fate of these contaminants, following their
release into the water column, depends on the chemical properties of the
contaminant, abiotic factors within the receiving environment (e.g., organic
carbon in sediments, pH, surface water hardness), and interaction with the
biotic environment. This interaction can result in degradation, transformation,
or bioconcentration of the contaminant. The fate of a contaminant is not fixed,
and the degree of contaminant exchange between surface water, sediment, sediment
pore water, and biota varies.

Aquatic organisms can be exposed to COPCs through the water column, through
ingesting sediments, and through consumption of contaminated prey. Water column
organisms are exposed to dissolved and particulate-based COPCs through
respiration, ingestion and direct contact. Benthic invertebrates are exposed
through direct contact and ingestion of contaminated sediments. Benthic fish,
carnivorous birds and carnivorous mammals can incidentally ingest sediments
during feeding on prey species. All of the COPCs have the potential to
biomagnify up the food chain except for lead and arsenic, which can
bioconcentrate. Therefore, benthic invertebrates, fish, birds and mammals are
all exposed to COPCs by consuming contaminated food.

PCBs in the environment are stable and persistent; cycling rather than
degradation represents the predominant fate. PCBs are highly lipophilic and,
therefore, more readily bind to sediments or accumulate in tissues rather than
remain in the water column. Aquatic organisms can be exposed to PCBs through the
water column, through ingesting sediments, and through consuming prey. For
invertebrates, both aquatic and benthic, exposure to PCBs through contact with
the water column or pore water contributes significantly to the total body
burden of total PCBs. For most species, however, particularly those at high
trophic levels, prey consumption is likely the primary route of exposure.
Biological uptake of PCBs by aquatic organisms appears to be species-specific.
Rates of accumulation vary depending on species, age, sex, and size. Generally,
when equally exposed, fish accumulate two to three times more PCBs than aquatic
invertebrates.

Bioaccumulation of non-polar organic compounds occurs as a result of uptake by a
receptor, followed by partitioning of the compounds into the receptor's organic
carbon compartment-the lipids. Once chemicals are accumulated within an
organism's lipid fraction, biomagnification may occur when organisms at lower
trophic levels are preyed upon by receptors higher in the food chain. The net
result is an aggregate increase in tissue body burdens of the chemicals at
higher trophic levels.

Animals and plants living in or near the River, such as invertebrates, fish,
amphibians, and water-dependent reptiles, birds, and mammals, are or can be
exposed to PCBs directly and/or indirectly through the food chain. Ecological
exposure to PCBs is primarily an issue of bioaccumulation through the food chain
rather than direct toxicity, because PCBs bioaccumulate

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in the environment by bioconcentrating (i.e., being absorbed from water and
accumulated in tissue to levels greater than those found in surrounding water)
and biomagnifying (i.e., increasing in tissue concentrations as they go up the
food chain through two or more trophic levels). As a result, the ecological risk
assessment emphasizes indirect exposure at various levels of the food chain to
address PCB-related risks at higher trophic levels. The ecological conceptual
model is provided in Figure 3.

Assessment Endpoints

Appropriate selection and definition of assessment endpoints, which focus the
risk assessment design and analysis, are critical to the utility of risk
assessment. It is not practical, nor possible, to directly evaluate risks to all
of the individual components of the ecosystem at the Site. Assessment endpoints
were selected for the risk assessment based on particular components of the
ecosystem that could be adversely affected by the contaminants present. Eight
assessment endpoints were developed to evaluate the risk of contaminants in the
Lower Fox River and Green Bay. They include the functioning of water column and
benthic invertebrate populations, benthic and pelagic fish survival and
reproduction, insectivorous, piscivorous, and carnivorous bird survival and
reproduction, and piscivorous mammal survival and reproduction. By evaluating
and protecting these assessment endpoints, it is assumed that this ecosystem as
a whole would also be protected.

Conceptual Model

The biological conceptual model identifies where contaminant interactions with
biota can occur, describes the uptake of Site contaminants into the biological
system (in this case, the water and sediments of the Lower Fox River and Green
Bay), and diagrams key receptor contaminant exposure pathways. Due to the large
area being assessed for risk, more than one conceptual model was necessary. The
Lower Fox River, from the mouth of Lake Winnebago to the De Pere dam, was
evaluated using the same conceptual model (Figure 3).

Measurement Endpoints

Risk questions are assessed using measurement endpoints. Types of measurement
endpoints used in the risk assessment process fall generally into four
categories: 1) comparison of estimated or measured exposure levels of COPCs to
levels known to cause adverse effects, 2) bioassay testing of site and reference
media, 3) in-situ toxicity testing of Site and reference media, and 4)
comparison of observed effects on-site with those observed at a reference site.
Measurement endpoints selected for assessment endpoint evaluation in this risk
assessment consistently fell in to the first category of measurement endpoints
and are presented in Table 6-2 from BLRA. Only existing data were evaluated as
part of this assessment. As such, the measurement endpoints were fashioned
around the existing data. Where the data did not already exist to fulfill the
measurement endpoint, it was modeled based on the existing data.

EXPOSURE ASSESSMENT

The exposure assessment includes a quantitative evaluation of contaminant
release, migration, and fate; characterization of exposure parameters; and
measurement or estimation of exposure point concentrations. Complete exposure
pathways and exposure parameters (e.g., body weight, prey ingestion rate, home
range) used to calculate the concentrations or dietary doses to which the
receptors of concern may be exposed were obtained from EPA references, the
scientific literature and directly from researchers. In the FRDB, data were
generally lacking for piscivorous and carnivorous birds, and no data were
available for piscivorous mammals, therefore, ecological modeling was used to
estimate COPC exposure to these receptors.

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Description of Groups of Key Species

Invertebrate communities constitute a vast portion of the basis of the food
chain in aquatic ecosystems. Since invertebrates process organic material and
are prey items for other invertebrates, fish, and birds, they are important in
nutrient and energy transfer in an aquatic ecosystem. Alterations in
invertebrate functions may consequently affect nutrient and energy transfer, and
bird and fish populations. Also, COPCs in invertebrates may be passed along
through the food chain. Therefore, upper trophic levels can be affected not only
by reduced prey abundance, but also by trophic transfer of accumulated
contaminants in invertebrate prey. Examples of important benthic invertebrates
in the Lower Fox River system include chironomids (e.g., midges) and
oligochaetes (e.g., segmented worms).

Fish have many roles in the aquatic ecosystem, including the transfer of
nutrients and energy, and are prey for mammals, birds, and predatory fish. In
fact, several predators rely solely, or primarily, on fish for survival. Fish
typically constitute a large proportion of the biomass in aquatic systems.
Additionally, fish have social and economic value; impaired fish communities
would adversely affect commercial and recreational fishing. Benthic fish are
those fish that live in contact with and forage for food directly in the
sediments. As such they represent a unique exposure pathway because of their
foraging behavior (i.e., high exposure to sediments) and prey items (i.e.,
predominately benthic invertebrates). Examples of benthic fish in the Lower Fox
River include carp, catfish, and bullhead. Pelagial fish are those species that
live and feed principally in the water column (as opposed to being in direct
contact with sediment). Pelagial fish represent many trophic levels with prey
items predominately in the water column (e.g., zooplankton and other fish).
Examples of important pelagial fish in the Lower Fox River include shiners,
shad, alewife, perch, and walleye. Pelagial fish important to Green Bay include
the same species as are found in the River, in addition to lake trout and other
salmonids in the upper Bay.

Bird populations, in general, present one of the most significant biological
components of the River/Bay system and occupy several trophic levels. Given the
potential for some contaminants to biomagnify, birds, as upper trophic level
receptors, may concentrate, and be affected by, contaminants in their tissues to
a greater degree than lower trophic level species. In addition to their
ecological importance, birds are socially valued because of recreational
activities and aquatic aesthetics. Insectivorous birds rely predominately on
insects (e.g., benthic invertebrates) for food. Examples of insectivorous birds
in the Lower Fox River and Green Bay region include swallows and blackbirds.
Piscivorous birds rely primarily on fish for food. Of the bird populations
present at the Site, piscivorous birds represent a high trophic level and,
therefore, are more at risk than insectivores from contaminants transferred
through the food chain. Examples of piscivorous birds on the Lower Fox River and
Green Bay include cormorants and terns. Carnivorous birds were selected for
evaluation because of their diverse forage, which can include consumption of
fish, piscivorous birds, or even small mammals. Examples of carnivorous birds on
the Lower Fox River and Green Bay include eagles, osprey, and other raptors.

Piscivorous mammals represent the upper trophic level of the riverine corridor
ecosystem and, therefore, are potentially highly exposed to contaminants that
bioaccumulate or biomagnify. Piscivorous mammals rely primarily on fish as food,
but may also consume amphibians, invertebrates, crayfish, clams, and mussels.
The foraging behavior of these mammals represents a pathway through which energy
is transferred from the aquatic to terrestrial ecosystem. Mink are piscivorous
mammals found in the Lower Fox River and Green Bay area.

A number of different animals have been or are currently on the Wisconsin,
Michigan, or Federal Endangered and Threatened Species lists. Listed animals
which have historically been found in the vicinity of the Lower Fox River or
Green Bay include: osprey, common tern, Forsters tern, Caspian tern, and great
egret (Matteson et al., 1998). The osprey, common tern,

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and Forsters tern have nested along the Lower Fox River as well as at upstream
locations in Lake Winnebago, Little Lake Butte des Morts, and Lake Poygan.
Osprey have been sighted near Kaukauna and have attempted to nest in the
vicinity of Combined locks, while terns have been observed farther upstream.
Additionally, Caspian tern and great egret have nested on some of the islands
located in Green Bay. Very few nesting pairs have been observed over the past
few years and recovery of these populations is slow (Matteson et al., 1998).

In addition to these birds, the WDNR reported a bed of clams or mussels, which
may be threatened. The sediment bed, which these clams/mussels inhabit, is
approximately 6 meters (20 feet) wide and 30.5 meters (100 feet) long and is
located near the mouth of Mud Creek in the Lower Fox River (Szymanski, 1998,
2000).

As mentioned above, populations of both eagles and the double crested cormorants
have recovered to the point where both birds have been removed from the
Wisconsin endangered species list. Other populations, specifically, wild mink
and otter, have been found to be declining around the Lower Fox River and Green
Bay, yet they are not currently listed by state or federal agencies. The
endangered and threatened fish and birds of the region were listed on Tables
2-11 and 2-12 of the BLRA. The endangered and threatened mammals of the region
are listed in Table 2-14 of the BLRA.

DERIVATION OF EXPOSURE POINT CONCENTRATIONS

All COPCs

Tables 9 through 13 show the exposure point concentrations for chemicals where
risk was indicated. For calculation of exposure values, one-half of the sample
quantitation limit was used for undetected values (EPA, 1991b). The 95 percent
UCL of the mean is the value that a mean, calculated repeatedly from subsamples
of the data population, will not exceed 95 percent of the time. Therefore, there
is a 95 percent probability that the true mean of the population does not exceed
the 95 percent UCL. The 95 percent UCL was calculated from the sample values
depending on whether the data were normally, log-normally, or not normally
distributed. When the data distribution fit neither a normal nor log-normal
distribution pattern, the 95 percent UCL selected was the greater of the two
calculated 95 percent UCLs (normal and log-normal). In cases where data was
limited, or where the variability in the data was high, the calculated 95
percent UCL can exceed the maximum detected concentration. The RME is defined as
the lesser of the calculated 95 percent UCL, or the maximum detected value.

As an estimate of risk, both the arithmetic mean concentration and the RME
concentration are used as exposure point concentrations. The RME is an estimate
of the highest average exposure expected to occur at a Site. The intent of the
RME is to provide an estimate of exposure that is above average, yet still
within the range of most exposures. The RME thus provides a degree of
protectiveness that encompasses the individual receptors that have a higher
likelihood of exposure.

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TABLE 9 SUMMARY OF CHEMICALS OF CONCERN AND MEDIUM-SPECIFIC EXPOSURE POINT
CONCENTRATIONS FOR WATER COLUMN INVERTEBRATES

SCENARIO TIME FRAME: CURRENT
MEDIUM: WATER
EXPOSURE MEDIUM: SURFACE WATER

CONCENTRATION
DETECTED(NG/L)
-------------- FREQUENCY OF EXPOSURE POINT
EXPOSURE POINT CHEMICAL OF CONCERN MIN. MAX. DETECTION CONCENTRATION (NG/L) STATISTICAL MEASURE
- -------------------- ------------------------- ----- ------ ------------ -------------------- --------------------

Surface Water (OU 1) Mercury (unfiltered) 0.2 7140 5/6 7140 max

2237 mean

Total PCBs (filtered) 1.4 19 40/46 15.3 95% UCL

11.1 mean

Total PCBs (unfiltered) na na 0/6

Total PCBs (particulates) 0.1 40.2 34/41 40.2 max

Surface water (OU 2) Total PCBs (particulate) 0.01 52.2 82/86 52.2 max

11.9 mean

16.6 mean

na = not applicable

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TABLE 10 SUMMARY OF CHEMICALS OF CONCERN AND MEDIUM-SPECIFIC EXPOSURE POINT
CONCENTRATIONS FOR BENTHIC INVERTEBRATES

SCENARIO TIME FRAME: CURRENT
MEDIUM: SEDIMENT
EXPOSURE MEDIUM: SEDIMENT

CONCENTRATION
DETECTED
EXPOSURE CHEMICAL OF ------------------- FREQUENCY OF EXPOSURE POINT
POINT CONCERN MIN MAX DETECTION CONCENTRATION STATISTICAL MEASURE
- ----------------- ------------------ -------- -------- ------------ -------------- -------------------

Sediments (OU 1) Lead (mg/kg) 3.8 522 27/27 172 mean

522 max

Mercury (mg/kg) 0.2 3.3 71/86 1.4 95% UCL

1 mean

2,3,7,8-TCDD

(ug/kg) 1.80e-03 5.40e-03 4/5 4.30e-03 95% UCL

2.50e-03 mean

Total PCBs(ug/kg) 25 130,000 22,848 95% UCL

10,724 mean

DDD (ug/kg) 4.7 19 4/23 19 max

17.8 mean

DDT (ug/kg) 13 50 2/20 50 max

Sediments (OU 2) Lead (mg/kg) 44 130 10/10 88.9 95% UCL

75.6 mean

Mercury (mg/kg) 0.2 2.1 10/10 1.7 95% UCL

0.8 mean

Total PCBs (ug/kg) 3.50e+01 7.42e+04 122/131 1.53e+04 95% UCL

6.75e+03 mean

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TABLE 11 SUMMARY OF CHEMICALS OF CONCERN AND MEDIUM-SPECIFIC EXPOSURE POINT
CONCENTRATIONS FOR FISH

SCENARIO TIME FRAME: CURRENT
MEDIUM: FISH
EXPOSURE MEDIUM: FISH

CONCENTRATION DETECTED FREQUENCY EXPOSURE
CHEMICAL OF ---------------------- OF POINT
EXPOSURE POINT CONCERN MIN MAX DETECTION CONCENTRATION STATISTICAL MEASURE
- --------------------------------- ------------ --------- ---------- --------- ------------- -------------------

OU 1

whole fish tissue (carp) PCBs ((mu)g/kg) 245 11,400 30/30 2957 95% UCL

1992 mean

whole fish tissue (gizzard shad) PCBs ((mu)g/kg) 54 530 4/4 530 max

296 mean

whole fish tissue (golden shiner) PCBs ((mu)g/kg) 845 1140 2/2 1140 max

993 mean

whole fish tissue (yellow perch) PCBs ((mu)g/kg) 363 na 1/1 363 max

whole fish tissue (walleye) PCBs ((mu)g/kg) 98.9 3800 11/13 3800 max

1159 mean
OU 2

whole fish tissue (carp) PCBs ((mu)g/kg) 160 6600 12/12 3606 95% UCL

2581 mean

whole fish tissue (yellow perch) PCBs ((mu)g/kg) 425 1298 4/4 1219 95% UCL

779 mean

whole fish tissue (walleye) PCBs ((mu)g/kg) 1431 3900 4/4 3900 max

2737 mean

na = not applicable

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TABLE 12 SUMMARY OF CHEMICALS OF CONCERN AND MEDIUM-SPECIFIC EXPOSURE POINT
CONCENTRATIONS FOR BIRDS

SCENARIO TIME FRAME: CURRENT
MEDIUM PREY ITEMS
EXPOSURE MEDIUM: PREY ITEMS

CONCENTRATION
DETECTED
-------------- FREQUENCY EXPOSURE POINT
EXPOSURE POINT CHEMICAL OF CONCERN MIN MAX OF DETECTION CONCENTRATION STATISTICAL MEASURE
- ---------------------------------- ------------------------- ------- ----- ------------ -------------- -------------------

OU 1

Tree swallow egg PCBs ((mu)g/kg) 1790 4030 5/5 3732 95% UCL

2924 mean

Tree swallow whole body PCBs ((mu)g/kg) 79 7400 24/24 5254 95% UCL

2135 mean

Common tern ingestion mercury ((mu)g/kg) na na na 1.5 mean

1.6 RME

mercury ((mu)g/kg -BW/day) na na na 12.5 mean

13.1 RME

total PCBs ((mu)g/day) na na na 17.4 mean

31.2 RME

total PCBs ((mu)g/kg-BW/day) na na na 145 mean

260 RME

Forster's tern ingestion mercury ((mu)g/kg) na na na 1.8 mean

1.9 RME

mercury ((mu)g/kg-BW/day) na na na 11.5 mean

12.1 RME

total PCBs ((mu)g/kg) na na na 21.2 mean

37.9 RME

total PCBs ((mu)g/kg-BW/day) na na na 134 mean

240 RME

Double Crested Cormorant ingestion mercury ((mu)g/kg) na na na 8.1 mean

8.6 RME

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TABLE 12 SUMMARY OF CHEMICALS OF CONCERN AND MEDIUM-SPECIFIC EXPOSURE POINT
CONCENTRATIONS FOR BIRDS

SCENARIO TIME FRAME: CURRENT
MEDIUM: PREY ITEMS
EXPOSURE MEDIUM: PREY ITEMS

CONCENTRATION
DETECTED
------------- FREQUENCY EXPOSURE POINT
EXPOSURE POINT CHEMICAL OF CONCERN MIN MAX OF DETECTION CONCENTRATION STATISTICAL MEASURE
- ------------------------- ------------------------- ----- ----- ------------ -------------- -------------------

mercury ((mu)g/kg-BW/day) na na na 4.8 mean

5.1 RME

total PCBs ((mu)g/kg) na na na 94.1 mean

168 RME

total PCBs ((mu)g/kg-BW) na na na 56 mean

100 RME

bald eagle total PCBs ((mu)g/kg) na na na 963 mean

1647 RME

total PCBs ((mu)g/kg-BW) na na na 207 mean

354 RME

OU 2

common tern ingestion mercury ((mu)g/kg) na na na 1.5 mean

1.5 RME

mercury ((mu)g/kg-BW/day) na na na 12.3 mean

12.3 RME

total PCBs ((mu)g/kg) na na na 45.8 mean

71.6 RME

total PCBs ((mu)g/kg-BW/day) na na na 382 mean

597 RME

Forster's tern ingestion mercury ((mu)g/kg) na na na 1.8 mean

1.8 RME

mercury ((mu)g/kg-BW/day) na na na 11.3 mean

11.3 RME

total PCBs ((mu)g/kg) na na na 55.6 mean

87 RME

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TABLE 12 SUMMARY OF CHEMICALS OF CONCERN AND MEDIUM-SPECIFIC EXPOSURE POINT
CONCENTRATIONS FOR BIRDS

SCENARIO TIME FRAME: CURRENT
MEDIUM: PREY ITEMS
EXPOSURE MEDIUM: PREY ITEMS

CONCENTRATION
DETECTED
------------- FREQUENCY EXPOSURE POINT
EXPOSURE POINT CHEMICAL OF CONCERN MIN MAX OF DETECTION CONCENTRATION STATISTICAL MEASURE
- ------------------------ ------------------------- ----- ----- ------------ -------------- -------------------

total PCBs ((mu)g/kg-BW/day) na na na 352 mean

551 RME

double crested cormorant mercury ((mu)g/kg) na na na 8 mean

8 RME

mercury ((mu)g/kg-BW/day) na na na 4.7 mean

4.7 RME

total PCBs ((mu)g/kg) na na na 249 mean

388 RME

total PCBs ((mu)g/kg-BW/day) na na na 148 mean

231 RME

bald eagle ingestion mercury ((mu)g/kg) na na na 40 mean

67.4 RME

mercury ((mu)g/kg-BW/day) na na na 8.6 mean

14.5 RME

total PCBs((mu)g/kg) na na na 1376 mean

1930 RME

total PCBs ((mu)g/kg-BW/day) na na na 296 mean

415 RME

bald eagle egg total PCBs ((mu)g/kg) na 36000 1/1 36000 max

na = not applicable
RME = reasonable maximum exposure
BW = body weight

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TABLE 13 SUMMARY OF CHEMICALS OF CONCERN AND MEDIUM-SPECIFIC EXPOSURE POINT
CONCENTRATIONS FOR MAMMALS

SCENARIO TIME FRAME: CURRENT
MEDIUM: PREY ITEMS
EXPOSURE MEDIUM: PREY ITEMS

CONCENTRATION
DETECTED EXPOSURE
------------- FREQUENCY OF POINT
EXPOSURE POINT CHEMICAL OF CONCERN MIN MAX DETECTION CONCENTRATION STATISTICAL MEASURE
- ------------------------ ------------------------- ----- ----- ------------ ------------- -------------------

Mammal ingestion (OU 1) total PCBs ((mu)g/day) na na na 348 mean

544 RME

total PCBs ((mu)g/kg-
BW/day) na na na 435 mean

680 RME

Mammal ingestion (OU 2) total PCBs ((mu)g/day) na na na 422 mean

613 RME
total PCBs ((mu)g/kg-
BW/day) na na na 527 mean

766 RME

na = not applicable
RME = reasonable maximum exposure
BW = body weight

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Fox River and Green Bay ROD for OU 1 and OU 2

PCB-SPECIFIC EXPOSURE POINT CONCENTRATIONS

Water

Filtered and particulate concentrations of PCBs were detected in all River
reaches and Green Bay zones and these concentrations were summed to estimated
total water concentrations of total PCBs. Estimated mean, 95 percent UCL, and
maximum total PCB concentrations in water are presented on Figure 6-6 of the
BLRA. Estimated mean total PCB concentrations were greatest in Green Bay Zone 1
(60.9 ((mu)g/L) and represented an increase of 2.2 times over the estimated mean
total PCB concentrations in Little Lake Butte des Morts (27.6 ((mu)g/L).

Sediment

Total PCBs were detected frequently in all River reaches and Green Bay zones.
Measured concentrations are reported in three different ways: non-interpolated,
interpolated (I(0)), and interpolated (I(d)) for all of the River reaches, but,
as discussed in Section 6.4.1 of the BLRA, I(0) concentrations are not presented
for zones 2, 3A, 3B, or 4 of Green Bay. In contrast to metals, PCB
concentrations generally decreased moving down the River and into the Bay. The
mean total PCB concentration ranged from 82.9 ((mu)g/kg (Green Bay Zone 4) to
10,724 ((mu)g/kg (Little Lake Butte des Morts). Mean, 95 percent UCL, and
maximum concentrations of PCBs are presented on Figure 6-8 of the BLRA.

Fish

Total PCBs were detected frequently in all River reaches and Green Bay zones.
The range of detection frequency was 85 to 100 percent. The mean total PCB
concentration ranged from 79.8 ((mu)g/kg (yellow perch from Green Bay Zone 4) to
6,637 ((mu)g/kg (carp from Green Bay zones 1 and 2): Mean, 95 percent UCL, and
maximum total PCB concentrations in yellow perch, carp, and walleye are
presented on Figure 6-11 of the BLRA. Mean, 95 percent UCL, and maximum total
PCB concentrations in forage fish species (gizzard shad, alewife, shiner
species, and rainbow smelt) are presented on Figure 6-12 of the BLRA.

Birds

Where they were analyzed, total PCBs were detected at a frequency of 100
percent, except for Green Bay Zone 3B where they were detected at a frequency of
95 percent. The mean total PCB concentration ranged from 2,135 ((mu)g/kg (whole
tree swallow from Little Lake Butte des Morts) to 11,026 ((mu)g/kg (whole
double-crested cormorants from Green Bay Zone 2). Measured total PCB
concentrations in birds are presented on Figure 6-15 of the BLRA. As indicated
by this figure, the area where the most bird species were sampled was Green Bay
Zone 2. This area also contained the highest concentrations of total PCBs, found
in double-crested cormorants.

Mammals

LLBdM: The mean estimated exposure concentration for total PCBs (N), total PCBs
(I(0)), and total PCBs (I(d)) were 435, 397, and 400 ((mu)g/kg-BW/day,
respectively. Appleton-LR: The mean estimated exposure concentration for total
PCBs (N), total PCBs (I(0)), and total PCBs (I(d)) were 527, 494, and 501
((mu)g/kg-BW/day, respectively.

Summary of Field Studies

Within the Lower Fox River and Green Bay system, there have been numerous field
studies on a variety of different species. Many of the species studied were also
evaluated in the BLRA as receptor species that represented the assessment
endpoints in the BLRA. While not specifically included in the risk
characterization, the studies are presented in BLRA Section 6.5.4 to provide the
risk managers with an integrated tool for decision-making.

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EFFECTS ASSESSMENT

Toxic effects of all COPCs were evaluated in the BLERA. Section 6.3 of the BLRA
provides details of the effects of all the COPCs on the assessment endpoints.
The rest of the discussion below focuses on effects of PCBs only.

PCBs have been shown to cause lethal and sub-lethal reproductive, developmental,
immunological and biochemical effects. The risk assessment limited its focus to
adverse impacts on survival, growth and reproduction. The ecological effects
assessment includes literature reviews, field studies and toxicity tests that
correlate concentrations of PCBs to effects on ecological receptors. Toxic
equivalency factors, based on the toxicity of dioxin, have been developed for
the dioxin-like PCB congeners. The effects of PCBs on Great Lakes fish and
wildlife have been extensively documented. PCB-induced reproductive impairment
has been demonstrated for several fish species (Mac, 1988; Ankley et al., 1991;
Walker and Peterson, 1991; Walker et al., 1991a, 1991b; Williams and Giesy,
1992), a number of insectivorous and piscivorous birds (Kubiak et al., 1989;
Gilbertson et al., 1991; Tillitt et al., 1992) and mink (Aulerich et al., 1973,
Aulerich and Ringer, 1977; Bleavins et al., 1980; Wren, 1991; Giesy et al.,
1994c; Heaton et al., 1995a, 1995b; Tillitt et al., 1996).

DERIVATION OF TRVs

In order to derive toxicity reference values (TRVs), a comprehensive literature
search was performed for all COPCs. A variety of databases were searched for
literature references containing toxicological information. Some of these
literature sources included Biological Abstracts, Applied Ecology Abstracts,
Chemical Abstract Services, Medline, Toxline, BIOSIS, ENVIROLINE, Current
Contents, Integrated Risk Information System (IRIS), the Aquatic Information
Retrieval Database (AQUIRE) maintained by the EPA, and the Environmental Residue
Effects Database (ERED) maintained by the EPA and U.S. Army Corps of Engineers.
The TRVs selected for this assessment were discussed with and agreed upon by
BTAG members. Importantly, the consensus on the TRVs are for site-specific use
only and are not intended to be used at other sites (Table 6-5 of the BLRA).

TRVs were used to estimate the potential for ecological risk at the Site. The
selected TRVs were either Lowest Observed Adverse Effects Levels (LOAELs) and/or
No Observed Adverse Effects Levels (NOAELs) from laboratory and/or field based
studies reported in the scientific literature. LOAELs are the lowest values at
which adverse effects have been observed, and NOAELs are the highest values at
which adverse effects were not observed.

The PCB and dioxin-like PCB congener TRVs for fish, birds and mammals are based
on effects on survival, growth, and reproduction of fish and wildlife species
in the Fox River. Reproductive effects (e.g., egg maturation, egg hatchability
and survival of juveniles) were generally the most sensitive endpoints for
animals exposed to PCBs.

RISK CHARACTERIZATION

Hazard Quotient Calculations

Risk characterization for each assessment endpoint was based upon the calculated
HQs and, as available, population or field study data. Hazard quotients
calculated based on literature values, provide one line of evidence for
characterizing ecological effects. Field studies were evaluated, where
appropriate, as a supplement to the risk evaluation, particularly when the
contamination has a historical basis (EPA, 1994b, 1997a).

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While HQs and other lines of evidence (i.e., field studies and other data types)
cannot be quantitatively combined, each can inform risk managers on the presence
of risk and how these risks may be reduced. Therefore, this risk
characterization process did not result in the distillation of a single
conclusive statement regarding overall risk to each assessment endpoint.
Consideration of the magnitude of uncertainty, discussed in Section 6.6 of the
BLRA, is also a key component of the risk interpretation process.

For this risk assessment it was agreed by BTAG that degree of risk would be
determined based on three categories: "no" risk was concluded when both the
NOAEC and LOAEC HQs evaluated were less than 1.0, "potential" risk was concluded
when the NOAEC HQ exceeded 1.0 but the LOAEC HQ was less than 1.0, and risk
("yes") was concluded when both the NOAEC and LOAEC HQs evaluated were greater
than 1.0. When constituents were analyzed but not detected, it was concluded
that no risk existed.

OU 1 - LITTLE LAKE BUTTE DES MORTS SUMMARY. In summary, the results suggest that
only measured or estimated concentrations of total PCBs are at sufficient levels
to cause risk to benthic invertebrates, and piscivorous mammals. Potential risks
from total PCBs are indicated for water column invertebrates, benthic and
pelagic fish, and insectivorous, piscivorous, and carnivorous birds. Measured or
estimated concentrations of mercury are found to be at sufficient concentrations
to cause or potentially cause risk to water column and benthic invertebrates,
and piscivorous birds. Concentrations of 2,3,7,8-TCDD, DDD, and DDT are only
sufficient to be of risk to benthic invertebrates. Sediment concentrations of
elevated PCBs are widespread and persistent throughout the reach. Concentrations
of arsenic, dieldrin, and all o,p'- isomers of DDT and its metabolites are not
found to pose risk to any assessment endpoint.

OU 2 - APPLETON TO LITTLE RAPIDS SUMMARY. In summary, the results taken in total
suggest that measured or estimated concentrations of total PCBs are at
sufficient levels to cause risk to benthic invertebrates, carnivorous birds, and
piscivorous mammals. Potential risks are indicated for all other receptors
except insectivorous birds, for which there are no data. Measured or estimated
concentrations of mercury were found to be at sufficient concentrations to cause
risk to benthic invertebrates, piscivorous birds, and carnivorous birds.
Concentrations of lead are only of risk to benthic invertebrates. Concentrations
of all chlorinated pesticides are not found to pose risk to any assessment
endpoint. Surface sediment concentrations of elevated PCBs indicate reach-wide
effects, but are likely limited to specific deposits.

Major Findings

A summary of the risk to each assessment endpoint in each reach and zone is
presented in Table 6-134 of the BLRA. OU 1 and OU 2 are discussed below and
summarized in Table 14. Risk assessment summaries will be provided for OU 3, OU
4 and OU 5 in subsequent RODs.

The principle findings of the ecological risk assessment are:

- Total PCBs cause, or potentially cause risk to all identified
receptors. The exception is insectivorous birds where the weight of
evidence suggests that these receptors are not at risk from PCB
concentrations. Not all receptors at risk or potentially at risk from
PCBs are at risk in all River reaches or Bay zones.

- Mercury poses a risk in all River reaches and zones, but not to all
receptors. Mercury was not identified as a risk for benthic fish,
insectivorous birds, or piscivorous mammals.

- DDT or its metabolites poses a risk to benthic invertebrates in OU 1
(i.e., Little Lake Butte des Morts Reach).

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TABLE 14 ECOLOGICAL RISK SUMMARY

WATER COLUMN BENTHIC BENTHIC PELAGIC INSECTIVOROUS PISCIVOROUS CARNIVOROUS PISCIVOROUS
OU INVERTEBRATES INVERTEBRATES FISH FISH BIRD BIRD BIRD MAMMAL
- ---- ------------- ------------- ------- ------- ------------- ----------- ----------- ------------

1 - Mercury - PCBs, lead, ++ PCBs ++ PCBs # PCBs ++ mercury, ## PCBs - PCBs
++ PCBs mercury, PCBs
DDD,DDT,
2,3,7,8TCD
D
2 ++ PCBs - lead, ++ PCBs ++ PCBs NA ++ mercury, ## PCBs - PCBs
mercury, PCBs mercury
PCBs
</Table>

NOTES:

NA = no data available

RISK CONCLUSIONS BASED ON HQS

= No risk
- = Risk
++ = Potential Risk

RISK CONCLUSIONS BASED ON WEIGHT OF EVIDENCE

# = Site specific receptor data suggest that there is no risk

## = Because of the Federal listing of the bald eagle as threatened,
it is concluded that potential risk is actual risk

Uncertainty

The goal of this uncertainty analysis is to both qualitatively, and
quantitatively to the degree possible, define the degree of confidence that
exists with the estimations of effects from exposure to hazardous chemicals in
toxic amounts. Bounding the certainty of risk estimates is a developing science.
EPA's Superfund Ecological Risk Assessment Guidance (EPA, 1997a) and the
Guidelines for Ecological Risk Assessment (EPA, 1998b) provide general
instructions on what should be addressed in an uncertainty analysis.

Conceptual Site Model

Qualitatively, there is a high degree of certainty that factors (such as fate
and distribution, downstream transport, biological uptake, effects on field
populations, habitat and life histories of important fish, birds, and mammals
within the River and Bay) are well understood and adequately characterized in
the conceptual site model. There remains, however, some uncertainty as to
whether the receptors identified within the conceptual site model adequately
represent the ecosystem and other species potentially at risk within the Lower
Fox River. The selection of the important receptor species was done in
consultation with biologists both within the WDNR and the USFWS. In addition,
input on the receptor species was given by biologists and resource managers
within EPA, NOAA, and the Oneida and Menominee Nations through the USEPA
Biological and Technical Assistance Group (BTAG) process. However, despite this,
there remains a class of organisms and a threatened species that was not
addressed in this BLRA. Reptile and amphibian species were not evaluated for
risk because there are no data within the FRDB to evaluate this receptor group,
and there are no uptake models to estimate risk for frogs or other amphibians.
For the fish species sturgeon, listed as a threatened species in Michigan, but
not in Wisconsin, there are also too few data points within the FRDB to evaluate
potential risks.

Data

The FRDB represents numerous separate data collection efforts with over 500,000
discrete data records of air, water, sediments, and tissue from throughout the
Lower Fox River and Green Bay. A rigorous evaluation of the quality of the data
was undertaken, and only data for which at least partial QA packages could be
reviewed were placed into the FRDB. Of the studies between 1971 and 1991, only
partial packages could be reviewed, and so those data were used

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Fox River and Green Bay ROD for OU l and OU 2

as supporting evidence within the BLRA. There have been several studies
completed on the Fox River in the 1990s. All studies conducted after 1992 have
fully validated data packages. Given the temporal and spatial density of the
data within the Lower Fox River, there are good reasons to assume that the
overall quality of the data is high, and thus the related degree of data
uncertainty is low. There were no significant biases or gaps observed within the
sediment, fish, or bird sample data.

Another data gap within the BLRA is that there are limited measurements of
metals and the organochlorine pesticides in the surface water. However, this
impacts only the ability to assess risks to pelagic invertebrate communities,
and the remaining assessment endpoints could be addressed through the other
media (e.g., bird tissues) for which data were judged adequate. Finally, there
are relatively too few data on all PCB congeners for all media within the Lower
Fox River and Green Bay to make conclusive assessments or predictions of risk.
While the FRDB contains numerous congener-specific data points, until relatively
recently all of the dioxin-like congeners have not been adequately assessed. For
example, while PCB congener 169 has been detected in the fish and birds of the
River and Bay, there have been too few measurements taken in sediments or water.

Temporal

A time trends analysis was undertaken to specifically address the question of
losses or gains in PCB concentrations over time in sediments and fish. For
sediments, a large fraction of analyses provided little useful information for
projecting future trends because of the lack of statistical significance and
the wide confidence limits observed. This is especially true for sediments below
the top 4 inches; changes in the sediment PCB concentrations cannot be
distinguished from zero-or no change. Generally over time, however, the surface
sediment concentrations (i.e., top 10 cm) of PCBs have been steadily decreasing,
but the rate of change in surface sediments is both reach- and deposit-
specific. The change averages an annual decrease of 15 percent, but ranges from
an increase of 17 percent to a decrease of 43 percent. Given these conditions,
the sediment data used may over- or under-evaluate the risks dependent upon how
much older data were used in the point estimates or interpolated bed maps.

Like sediment PCB concentrations, fish tissue PCB concentrations showed a
significant but slow rate of change throughout the Lower Fox River and Green
Bay. In all of the reaches of the River and in Zone 2, there were steep declines
in fish tissue PCB concentrations from the 1970s, but with significant
breakpoints in declines beginning around 1980. After the breakpoint, depending
upon the fish species, the additional apparent declines were either not
significantly different from zero, or were relatively low (i.e., 5 to 7 percent
annually). In addition, there are some increases in fish tissue PCB
concentrations. Walleye in Little Lake Butte des Morts show a non-significant
increase of 22 percent per year since 1987. Likewise, gizzard shad in Zone 2
show a non-significant increase of 6 percent per year into 1999. These data,
taken collectively, suggest that since the breakpoint for tissue declines
occurred in the early 1980s and the changes in fish tissue concentrations were
no greater than 4 to 7 percent annually, aggregating fish tissue from 1989 does
not likely result in any significant biasing of the risk estimations. At worst,
the tissue point estimates might overestimate risks by 50 percent (i.e., average
of 5 percent per year over 10 years), but given that at least some fish tissue
concentrations increased, it is reasonable to suggest that some risks were
underestimated by at least an equivalent amount.

Spatial Variability

Uncertainty in the spatial variability refers principally to where sediment
samples were collected from within the Lower Fox River and Green Bay. Within the
River, most sampling efforts are concentrated in areas where there were thick
sediment deposits (e.g. A, POG, N, GG/HH, and

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the SMUs below De Pere). There were no systematic sampling efforts to define PCB
concentrations throughout the River. Within the Bay, systematic grid sampling
was employed, but the spatial uncertainty is higher because of the large
distance between sampling points. Sediment concentrations used in the risk
assessment were based on both non-interpolated and interpolated concentration
estimation methods so that the differences in risk estimates could be compared.
The calculations demonstrate that in general, using the interpolated sediment
yields a lower estimation of sediment-based risk than use of the
non-interpolated data.

Toxic Exposure

Point estimates of exposure concentrations were compared in the BLRA point
estimates of toxicity in the literature to yield the hazard quotients. While the
rationale used to select the most representative value from the literature was
presented in Section 6.3, there remain uncertainties associated with effects
concentrations above or below the selected TRV, selection of TRVs from one
species and applying to another, interpretation between NOAECs and LOAECs based
on application of uncertainty factors, or application of different sets of
toxicity equivalent factors from the literature. For PCBs, risk estimation
uncertainty was reduced by determining risk potential on a total PCB basis and a
PCB congener basis for receptors where both exposure and effects data were
available (i.e., fish and birds).

Alternative Exposure Points

The principle exposure point concentration used for risk evaluation in the BLRA
was the RME (i.e., the lower of either the 95 percent UCL or the maximum
concentration) for all media and receptors evaluated. In order to determine the
degree to which risk may have been under or overestimated, 90th percentile
concentrations were estimated and evaluated for risk for two representative
species; walleye and double crested cormorants.

For walleye, results of this comparison indicated that risk evaluation of the
90th percentile concentrations would result in only two changes to the risk
conclusions. Hazard quotients for the total PCB NOAEL for walleye in Green Bay
Zone 1 increase from 10 to 14 using the 90th percentile. The risk determination
for walleye from total PCBs would change from "potential risk" to "likely risk"
in Green Bay zones 1 and 2, and risk from mercury in Green Bay Zone 4 would
change from "no risk" to "potential risk". The net conclusions of the ecological
risk assessment for piscivorous fish would be negligibly affected by using the
90th percentile.

For double-crested cormorants, risk evaluation of the 90th percentile
concentrations would result in only one change to the risk conclusions. Risk to
double-crested cormorants from p,p'-DDE would change from "potential risk" to
"likely risk" in Green Bay Zone 3B. Because of the limited 90th percentile data
in fish appropriate as prey for double-crested cormorants, dietary
concentrations could not be modeled. However, use of the 90th percentile would
not appreciably affect the risk determinations for piscivorous birds.

Population Data

As noted previously, while population level endpoints can be an appropriate tool
to assess risk, the population data discussed in the BLRA were not collected
specifically for risk assessment. There is some uncertainty introduced given the
potential for other confounding environmental factors that may affect the
absence or abundance of receptors within the Lower Fox River and Green Bay.
These can include such things as immigration, emigration, food availability,
habitat suitability and availability, species competition, predation, and
weather. For example, while the risk assessment concludes that PCBs are at
sufficient concentrations to affect mink reproduction within the River and Bay,
Section 2 documented that there is limited habitat for mink, especially along
the River. While contaminant conditions exist that potentially would jeopardize
mink health along the River corridor, the absence of mink due to absence of
habitat must be considered.

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Likewise, the apparent increase in populations of walleye and cormorants suggest
little or no current risks to these species. Increases in walleye populations
have occurred since the 1980s, and are directly linked to improvement in water
quality and habitat in the Lower Fox River, and not necessarily to decreases in
contaminants. Evidence that some risks persist is evidenced in the apparent
presence of pre-cancerous lesions. Cormorant population increases may be related
to decreases in contaminant concentrations, but are also likely tied to
increases in available prey (fish). Like walleye, sublethal conditions appear to
persist within the cormorant population. Given a shift in food or habitat
conditions, those risks could be potentially of greater concern.

Quantitative Analysis

Only the data for benthic infauna for the Lower Fox River were thought to be
amenable to a quantitative analysis. This analysis involved using of a range of
toxicity values as listed in the literature rather than the single point
estimate for toxicity that was used in the main body of the BLRA. This
re-analysis was done for each River reach and Green Bay zone.

- - LLBdM: There is a high probability (70 to 80 percent) that PCBs are widely
distributed throughout the reach at sufficiently high concentrations to
moderately effect benthic infaunal populations, and at least a 40 to 50
percent probability of encountering PCB concentrations associated with
extreme effects.

- - Appleton-LR: For this reach, the probability of infaunal organisms
encountering levels of PCBs associated with toxic effects is low (5 to 10
percent).

Concluding Statement

The evaluation of uncertainties did not change the general conclusions drawn
from the BLRA, which are that:

- Fish consumption by other fish, birds and mammals is the exposure
pathway that represents the greatest level of risk for receptors
(other than direct risk to benthic invertebrates).

The primary COC is PCBs, and other COCs carried forward for remedial evaluation
and long-term monitoring are mercury and DDE.

8.4 DERIVATION OF SQTS

Sediment Quality Thresholds (SQTs) are sediment concentrations that have been
linked to a specific magnitude of risk. SQTs were developed for each pathway and
receptor identified as important in the BLRA by the response agencies of the
Lower Fox River and Green Bay (e.g., sport fishing consumption, bald eagles).
The SQTs themselves are not cleanup criteria, but were used to evaluate levels
of PCBs in the Feasibility Study. The final selection of the remedial action
levels is a policy decision left to the response agencies.

SQTs were estimated for PCBs with the assumption that a remedy that reduces PCB
exposure would also address the other co-located COCs. Risk-based concentrations
in fish for human and ecological receptors were determined based on:

- Human health cancer risk levels of 10(-4), 10(-5), and 10(-6), and a
noncancer hazard index of 1.0 for risk in recreational anglers and
high-intake consumers

- The NOAECs and LOAECs for species of benthic invertebrates, fish,
birds, and riverine mammals found in the River and Bay.

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Fox River and Green Bay ROD for OU 1 and OU 2

8.5 BASIS FOR ACTION

The excess cancer risk and non-cancer health hazards associated with human
ingestion of fish, as well as the ecological risks associated with ingestion of
fish by birds, fish and mammals, are above acceptable levels under baseline
conditions. The response action selected in this ROD is necessary to protect the
public health or welfare and the environment from actual releases of hazardous
substances into the environment.

9. REMEDIAL ACTION OBJECTIVES

Consistent with the NCP and RI/FS Guidance, WDNR and EPA developed remedial
action objectives (RAOs) for the protection of human health and the environment.
The RAOs specify the contaminants and media of concern, exposure routes and
potential receptors, and an acceptable concentration limit or range for each
contaminant for each of the various media, exposure routes and receptors. RAOs
were then used to establish specific Remedial Action Levels (RAL) for the Site.
Action Levels were established after review of both the preliminary
chemical-specific ARARs and risk-based concentrations and serve to focus the
development of alternatives or remedial technologies that can achieve the
remedial goals. Although this ROD only addresses remediation of OUs 1 and 2, the
RAOs were developed for the entire Lower Fox River and Green Bay and are
therefore discussed here. Additional activities as they relate to these RAOs for
OUs 3 through 5 will be discussed in a subsequent ROD or RODs.

The FS brought together the four major components used to evaluate risk,
remedial goals, and alternative technologies in its analysis of remedial
options. These components are briefly described below, then discussed in more
detail on the following pages.

- - REMEDIAL ACTION OBJECTIVES. RAOs are site-specific goals for the protection
of human and ecological health, Five RAOs were developed; all five apply to
the River, while RAOs 1, 2, 3, and 5 apply to Green Bay.

- - REMEDIAL ACTION LEVELS. A range of action levels were considered for the
River and Bay; action levels were chosen based in part on Sediment Quality
Thresholds (SQTs), which link risk in humans, birds, mammals, and fish with
safe threshold concentrations of PCBs in sediment. The SQTs were developed
in the human health and ecological risk assessments.

- - OPERABLE UNITS. The four reaches (OU 1 through OU 4) and Green Bay (OU 5)
were identified based on geographical similarities for the purpose of
analyzing remedial actions.

- - REMEDIAL ALTERNATIVES. Following a screening process detailed in the FS,
six remedial alternatives (A-F) were retained for the Lower Fox River and
seven (A-G) were retained for Green Bay.

For each River reach, six possible remedial alternatives were applied to each of
five possible action levels and evaluated against each of five remedial action
objectives. For each Green Bay zone, seven possible remedial alternatives were
applied to each of three possible action levels and evaluated against each of
four remedial action objectives. The steps in this process are described in more
detail below. Cost estimates were also prepared for each combination of River
reach/Bay zone, remedial alternative, and action level.

9.1 REMEDIAL ACTION OBJECTIVES

RAOs address the protection of human health and protection of the environment.
The following five RAOs have been established for the Fox River and Green Bay
Site.

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- - RAO 1. ACHIEVE, TO THE EXTENT PRACTICABLE SURFACE WATER QUALITY CRITERIA
THROUGHOUT THE LOWER FOX RIVER AND GREEN BAY. This RAO is intended to
reduce PCB concentration in surface water as quickly as possible. The
current water quality criteria for PCBs are 0.003 ng/L for the protection
of human health and 0.012 ng/L for the protection of wild and domestic
animals. Water quality criteria incorporate all routes of exposure assuming
the maximum amount is ingested daily over a person's lifetime.

- - RAO 2. PROTECT HUMANS WHO CONSUME FISH FROM EXPOSURE TO COCS THAT EXCEED
PROTECTIVE LEVELS. This RAO is intended to protect human health by
targeting removal of fish consumption advisories as quickly as possible.
DNR and EPA defined the expectation for the protection of human health as
the likelihood for recreational anglers and high-intake fish consumers to
consume fish within 10 years and 30 years, respectively, at an acceptable
level of risk or without restrictions following completion of a remedy.

- - RAO 3. PROTECT ECOLOGICAL RECEPTORS FROM EXPOSURE TO COCS ABOVE PROTECTIVE
LEVELS. RAO3 is intended to protect ecological receptors like
invertebrates, birds, fish, and mammals. DNR and EPA defined the ecological
expectation as the likelihood of achieving safe ecological thresholds for
fish-eating birds and mammals within 30 years following remedy completion.
Although the FS did not identify a specific time frame for evaluating
ecological protection, the 30-year figure was used as a measurement tool.

- - RAO 4. REDUCE TRANSPORT OF PCBS FROM THE LOWER FOX RIVER INTO GREEN BAY AND
LAKE MICHIGAN. The objective of this RAO is to reduce the transport of PCBs
from the River into Green Bay and Lake Michigan as quickly as possible. DNR
and EPA defined the transport expectation as a reduction in loading to
Green Bay and Lake Michigan to levels comparable to the loading from other
Lake Michigan tributaries. This RAO applies only to River reaches.

- - RAO 5. MINIMIZE THE DOWNSTREAM MOVEMENT OF PCBS DURING IMPLEMENTATION OF
THE REMEDY. A remedy is to be completed within 10 years.

No numeric cleanup standards have been promulgated by the federal government or
the State of Wisconsin for PCB-contaminated sediment. Therefore, site-specific
RAOs to protect human and ecological health were developed based on available
information and standards, such as applicable or relevant and appropriate
requirements (ARARs), to be considered non-promulgated guidelines (TBC), and
risk-based levels established using the human and ecological RAs. The following
RAOs were established for the Site:

Remedial Action Levels - PCB remedial action levels were developed based on the
Sediment Quality Thresholds (SQTs) derived in the RA for the Lower Fox River and
Green Bay. SQTs are estimated concentrations that link risk in humans, birds,
mammals, and fish with safe threshold concentrations of PCBs in sediment. The
PCB RALs considered are 0.125, 0.25, 0.5, 1.0, and 5.0 parts per million (ppm)
for the Lower Fox River and 0.5, 1.0. and 5.0 ppm for Green Bay.

A range of RALs was considered in order to balance the feasibility as determined
by implementability, effectiveness, duration, and cost of removing
PCB-contaminated sediment down to each action level against the residual risk to
human and ecological receptors after remediation. For each River reach or Bay
zone, all of the sediment with PCB concentrations greater than the selected RAL
is to be remediated. One of the outcomes of applying a specific RAL to a suite
of active remedial alternatives is the recognition that Monitored Natural
Recovery (MNR) may also be a component of the remedy. This was considered
because when sediment is removed to a specific action level, some sediment with
PCB concentrations above the SQTs will likely be left in place. MNR can also be
a stand-alone remedy if it is determined to achieve sufficient protection within
a reasonable time frame. As a result, each action level and each remedial
alternative has an MNR component.

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9.2 APPLICABLE OR RELEVANT AND APPROPRIATE REQUIREMENTS (ARARS)

Section 121 (d) of CERCLA requires that Superfund remedial actions meet ARARs.
In addition to applicable requirements, the ARARs analysis that was conducted
considered criteria, and relevant and appropriate standards that were useful in
evaluating remedial alternatives. These non-promulgated guidelines and criteria
are known as To Be Considered (TBCs). In contrast to ARARs, which are
promulgated cleanup standards, standards of control, and other substantive
environmental protection requirements, criteria or limitations; TBCs are
guidelines and other criteria that have not been promulgated.

Location-specific ARARs establish restrictions on the management of waste or
hazardous substances in specific protected locations, such as wetlands,
floodplains, historic places, and sensitive habitats.

Action-specific ARARs are technology-based or activity-based requirements or
limitations on actions taken with respect to remediation. These requirements are
triggered by particular remedial activities that are selected to accomplish the
remedial objectives. The action-specific ARARs indicate the way in which the
selected alternative must be implemented as well as specify levels for
discharge. See table 4-2 of the FS. Chemical specific ARARs are health- or
risk-based numerical values or methodologies that establish concentration or
discharge limits, or a basis for calculating such limits, for particular
substances, pollutants or contaminants.

In addition to the water quality criteria, substantive requirements of National
Pollutant Discharge Elimination System (NPDES), as implemented under Wisconsin
administrative rules, would also be applicable to wastewaters that are planned
to be discharged to the Fox River, which will require treatment. These
wastewaters include liquids generated during construction activities such as
dewatering liquids, excavation area liquids, and liquids generated during
construction of any on-site consolidation area. Discharges to Publicly Owned
Treatment Works (POTWs) may be pursued as an alternative discharge location.
However, such discharges must also comply with limitations to ensure acceptable
discharge from the POTW after treatment. The specific discharge levels will be
determined during the design stage in coordination with WDNR.

Sediments removed from the Fox River may contain PCBs equal to or greater than
50 ppm. PCS sediment with concentrations less than 50 ppm will be managed as a
solid waste in accordance with statutes and rules governing the disposal of
solid waste in Wisconsin. PCB sediment with concentrations equal to or greater
than 50 ppm will be managed in accordance with the Toxic Substances Control Act
(TSCA) of 1976 (Appendix E of the Feasibility Study). The determination that
material is subject to regulation under TSCA will be made post-removal but
pre-disposal. Presently TSCA compliance would be achieved through the extension
of the January 24, 1995 approval issued by EPA to WDNR pursuant 40 CFR
761.60(a)(5) under the authority of TSCA. This TSCA approval, granted by EPA
Region 5, states that the disposal of PCB-contaminated sediment with
concentrations equal to or greater than 50 ppm into an NR 500, WAC landfill that
is also in compliance with the conditions of the TSCA approval, provides
adequate protection to human health and the environment as required by 40 CFR
761.60(a)(5); and, will provide the same level of protection required by EPA,
Region 5 and therefore is no less restrictive than TSCA. However, should other
administrative rules pertaining to disposal under TSCA be in effect at the time
that TSCA compliance decisions are made for the Fox River sediment, then
compliance with those rules will be achieved.

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10. DESCRIPTION OF ALTERNATIVES

Following development of the RAOs, WDNR conducted a rigorous screening and
evaluation process in accordance with CERCLA and the NCP. First, potentially
applicable remedial technologies or process options for addressing
PCB-contaminated sediments in the Fox River and Green Bay were identified and
screened (evaluated) based on effectiveness and technical implementability at
the Site. Retained technologies were then evaluated in a second screening based
on effectiveness, implementability and cost. After the second screening, the
following four technologies were retained for consideration in the analysis of
remedial alternatives: 1) no action, evaluation of which is required by the
NCP; 2) Monitored Natural Recovery (MNR); 3) capping to the maximum extent
practicable with dredging in areas where capping was not appropriate; and 4)
removal/dredging (i.e., environmental dredging) followed by MNR.

Process options for treatment and disposal that were retained include
dehalogenation, physical separation and solidification, vitrification and
high-pressure oxidation.

After the technology screening, WDNR and EPA developed and screened remedial
alternatives. A specified "cleanup value" or "action level" for PCBs in sediment
was not developed for purposes of evaluating remedial alternatives. Because
consumption of fish is the major pathway of concern, WDNR and EPA developed
remedial goals based on PCB concentrations in fish (see Section 9). Therefore,
remedial alternatives were evaluated based on their ability to reduce PCB
concentrations in fish. PCB concentrations in fish are controlled by PCB
concentrations in both the sediment and the water column and, therefore,
sediment cleanup is considered the means to the goal of protecting human health
and the environment.

For the capping alternative, locations where it was feasible were considered in
determining where this technology could be applied based on criteria identified
in section 6.4.4 of the Feasibility Study. For excavation alternatives, WDNR and
EPA evaluated the following action levels for the Fox River: PCB concentrations
of 0.125 ppm, 0.25 ppm, 0.5 ppm, 1.0 ppm, 5.0 ppm, and no action. These results
were then compared to the RAOs, particularly RAOs 2 and 3, which deal with
protection of human health and the environment. On the basis of that analysis
and to achieve the risk reduction objectives using a consistent action level,
1.0 ppm was agreed upon as the appropriate remedial action level. In making this
determination, the agencies relied on projections of the time necessary to
achieve the risk reduction, the post-remediation surface-weighted average
concentration (SWAC), and cost.

Table 15 shows that for the selected Action Level of 1.0 ppm, time to acceptable
fish tissue concentrations for walleye, would be achieved within one year in
OU 1. This compares to more than 50 years under a No Action alternative also
shown in the table.

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TABLE 15 YEARS TO HUMAN HEALTH AND ECOLOGICAL THRESHOLDS FOR LOWER FOX RIVER AT
1 PPM PCB ACTION LEVEL AND NO ACTION IN OU 1

ESTIMATED YEARS ESTIMATED
(FOR 1.0 PPM ACTION YEARS (FOR NO
FISH RISK LEVEL RECEPTOR LEVEL) ACTION)
- ---------- ---------------------------- --------------------------- ------------------- -------------

Walleye(1) RME(2) hazard index of 1.0 Recreational Angler <1 51
Walleye RME hazard index of 1.0 High-intake fish consumer 4 65
Walleye RME 10(-5) cancer risk level Recreational Angler 9 84
Walleye RME 10(-5) cancer risk level High-intake fish consumer 14 100
Carp NOAEC(3) Carnivorous bird deformity 14 100
Carp NOAEC Piscivorous mammal 29 100+

1. Shaded row represents removal of fish advisories.

2. RME indicates the reasonable maximum exposure.

3. NOAEC is the no observed adverse effect concentration.

It is estimated that it would take 40 years to remove fish advisories for OU 2,
under the selected remedy, Monitored Natural Recovery. However, the removal of
Deposit N (completed in a dredging demonstration project during 1998 and 1999)
and Deposit DD (under consideration for remediation in the ROD for OU s 3-5) is
not considered in the modeling upon which this estimate was made.

The SWAC is a measure of the surface (upper 10 cm) concentration against a given
area. In terms of the Lower Fox River, this would be the average residual
contaminant concentration in the upper 10 cm divided by the area of the Operable
Unit. The SWAC calculation includes interdeposit areas. The estimated
post-removal SWAC value for OU 1 at an action level of 1 ppm is 185 (mu)/kg.

The SWAC value provides a number that can be compared to the SQTs developed in
the RA. SQTs are estimated concentrations that link risk in humans, birds,
mammals, and fish with safe threshold concentrations of PCBs in sediment. Human
health and ecological SQTs for carp and walleye are listed in Tables 16 and 17,
respectively.

TABLE 16 HUMAN HEALTH SEDIMENT QUALITY THRESHOLD (SQT) VALUES

RECREATIONAL ANGLER HIGH-INTAKE FISH CONSUMER
------------------- -------------------------
RME(1) CTE(2) RME CTE
(mu)g/kg (mu)g/kg (mu)g/kg (mu)g/kg
-------- -------- -------- --------

Cancer Risk at 10(-5)
Carp 16 180 11 57
Walleye 21 143 14 75
NON-CANCER RISK (HI =1)
Carp 44 180 28 90
Walleye 58 238 37 119

1. RME indicates the reasonable maximum exposure;

2. CTE is the central tendency exposure.

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TABLE 17 ECOLOGICAL SEDIMENT QUALITY THRESHOLD (SQT) VALUES

NOAEC((mu)g/kg)
---------------

Carp - fry growth and mortality 363
Walleye - fry growth and mortality 176
Common Tern - hatching success 3,073
Common Tern - deformity 523
Cormorant - hatching success 997
Cormorant - deformity 170
Bald Eagle - hatching success 339
Bald Eagle - deformity 58
Mink - reproduction and kit survival 24

The volume of sediment and PCB mass that would be removed, as well as the cost
to implement the remedy at the 1.0 ppm action level, were also considered. For
OU 1 an estimated 784,200 cubic yards and 1,715 kilograms of PCBs would be
removed. The cost for remediation of OU 1 is estimated to be $66.2 million.

WDNR and EPA selected six remedial alternatives for detailed analysis: No
Action, Monitored Natural Recovery and Institutional Controls, Dredge and
Off-Site Disposal, Dredge to a Confined Disposal Facility (CDF), Dredge and
Vitrification, and In-situ Capping. These alternatives cover the range of viable
approaches to remedial action and include a no-action alternative, as required
by the NCP.

10.1 DESCRIPTION OF ALTERNATIVE COMPONENTS

Remedial Alternatives - WDNR and U.S. EPA evaluated several alternatives to
address contamination in the Lower Fox River and Green Bay. Because the level of
contamination and size of the OUs vary, a specific proposed cleanup plan was
developed for each OU. The FS outlines the process used to develop and screen
appropriate technologies and alternatives for addressing PCB-contaminated
sediment and provides detailed descriptions of the remedial alternatives. The
suite of remedial alternatives is intended to represent the remedial
alternatives that are available, not to be inclusive of all possible approaches.
The proposed alternative for an Operable Unit may consist of any combination of
the alternatives described below. Other implementable and effective
alternatives could theoretically be used; however, a ROD amendment or
Explanation of Significant Difference (ESD) would be required before another
alternative could be substituted for the selected remedy.

ALTERNATIVE A: NO ACTION - A No Action alternative is included for all River
reaches and Bay zones. This alternative involves taking no action. The No Action
alternative is required by the National Contingency Plan, because it provides a
basis for comparison with the alternatives for active remediation.

ALTERNATIVE B: MONITORED NATURAL RECOVERY - Similar to Alternative A, the MNR
alternative relies on naturally occurring degradation, dispersion, and burial
processes to reduce the toxicity, mobility, and volume of contaminants. However,
the MNR option also includes a 40-year, long-term monitoring program for
measuring PCB and mercury levels in water, sediment, invertebrates, fish, and
birds to effectively determine achievement of and progress toward the RAOs.
Until the RAOs are achieved, institutional controls are necessary to prevent
exposure of human and biological receptors to contaminants. Land and water use
restrictions, fishing restrictions and access restrictions may require local or
state legislative action to prevent development or inappropriate usage of
contaminated areas of the River. Institutional controls

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include measures that restrict access to or uses of a site. They typically
consist of some combination of physical restraints (such as fences to limit
access), legal restrictions (such as local ordinances and restrictive covenants
that limit land development), and outreach activities (such as public education
programs and health advisories).

ALTERNATIVE C: DREDGE AND OFF-SITE DISPOSAL - Alternative C includes the removal
of sediment having PCB concentrations greater than the remedial action level
using a hydraulic or mechanical dredge, dewatering the sediment either passively
or mechanically, treating the water before discharging it back to the River, and
then disposing of the sediment off site, transporting it by truck. Sediment
disposal would be at a local landfill in compliance with the requirements of NR
500 Wisconsin Administrative Code (WAC), which regulates the disposal of waste
and the WDNR's TSCA approval issued by EPA. EPA issued this approval under the
authority of the federal TSCA. This approval allows for the disposal of
PCB-contaminated sediment with concentrations equal to or greater than 50 mg/kg
(ppm) in landfills that are licensed under the NR 500 rule series, WAC provided
that certain requirements are met.

ALTERNATIVE D: DREDGE TO A CONFINED DISPOSAL FACILITY (CDF) - Alternative D
includes the removal of sediment having PCB concentrations greater than the
remedial action level to an on-site CDF for long-term disposal. A CDF is an
engineered containment structure that provides both dewatering and a permanent
disposal location for contaminated sediment. A CDF can be located in the water
adjacent to the shore or at an upland location near the shore. Sediment with PCB
concentrations equal to or greater than 50 mg/kg would not be disposed of in a
CDF. Such sediments would be mechanically dredged for solidification and
disposal at a solid waste landfill conforming to requirements defined by the
state in the NR 500 rule series and WDNR's TSCA approval. Conceptual near-shore
CDF locations were identified in OU 1.

ALTERNATIVE E: DREDGE AND VITRIFICATION - This alternative is similar to
Alternative C except that all the dewatered sediment would be thermally treated
using a Vitrification process. Alternative E assumes that the residual material
would be available for possible beneficial reuse after vitrification.
Vitrification has been used as a representative thermal treatment process option
and was included as an alternative due to a recently completed pilot-scale
evaluation.

ALTERNATIVE F: IN-SITU (IN-PLACE) CAPPING - Alternative F includes primarily
sand capping to the maximum extent possible. The maximum extent of the capping
action was defined in each River reach on the basis of site specific conditions
such as water depth, average river current, river current under flood
conditions, wave energy, ice scour, and boat traffic. Using these criteria, it
was determined that capping alone is not a viable option to achieve the site
RAOs. Where capping is viable, a 20-inch sand cap overlaid by 12 inches of
graded armor stone was selected. Sediment that is not capped but still exceeds
the action level would be hydraulically dredged to an on-site CDF, similar to
Alternative D. In the FS, several cap designs were retained for possible
application; design factors that influence the final selection of an in-situ cap
include an evaluation of capping materials and cap thickness when applied in the
field. In general, sandy sediment is a suitable capping material, with the
additional option of armoring at locations with the potential for scouring and
erosion. Laboratory tests developed in the past indicate that a minimum in-situ
cap thickness of 12 inches (30 cm) is required to isolate contaminated sediment,
as indicated in FS Section 7.1, page 7-4 to 7-5. Full-scale design would require
consideration of currents during storm events, wave energy, and ice scour. A
minimum river depth of 6 feet would be required (FS Section 7.1.1, page 7-5) for
any location where a cap is proposed. Institutional controls and monitoring and
maintenance are also components of this alternative. Institutional controls may
be necessary to ensure the long-term integrity of the cap. Monitoring and
maintenance would be required in perpetuity to ensure the integrity of the cap
and the permanent isolation of the contaminants. Alternative F was determined
not feasible for OU 2.

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In evaluating the alternatives, WDNR and EPA considered the level of protection
that would satisfy the concern of the natural resource trustees that future
natural resource injuries be minimized. Many of the natural resource trustees
cooperated in the development of the proposed plan and agreed with the
combination of active remediation to a proposed cleanup level of 1.0 ppm PCBs
and the use of Monitored Natural Recovery in areas where active remediation will
not occur.

10.2 KEY/COMMON ELEMENTS

The following discussion applies primarily to the dredging or dredging and
capping alternatives.

PHASING - The first construction season of remedial dredging will include an
extensive monitoring program of all operations. Monitoring data will be compared
to performance standards developed during remedial design. Performance standards
are likely to address (but may not be limited to) resuspension rates during
dredging, production rates, and residuals after dredging, and community impacts
(e.g., noise, air quality, odor, navigation). Data gathered will enable WDNR to
determine if adjustments are needed to operations in the succeeding phase of
dredging, or if performance standards need to be reevaluated. WDNR will make the
data, as well as its final report evaluating the work with respect to the
performance standards, available to the public.

INSTITUTIONAL CONTROLS - Institutional controls (fish consumption advisories
and fishing restrictions) would be utilized with the Monitored Natural
Recovery, capping and removal alternatives. Institutional Controls are
considered to be limited action alternatives, and therefore are not included in
the No Action alternative.

SOURCE CONTROL - Point sources of contaminants to the Fox River have been
effectively addressed by water discharge permits for the Fox River. Thus, no
additional actions related to source control are necessary.

MONITORED NATURAL RECOVERY - Natural recovery refers to the beneficial effects
of natural processes that reduce surface sediment concentrations of PCBs. These
processes include biodegradation, diffusion, dilution, sorption, volatilization,
chemical and biochemical stabilization of contaminants, and burial by natural
deposition of cleaner sediments. The primary mechanisms for natural recovery in
the Fox River and Green Bay are desorption and dispersion in the water column
(i.e., as a dissolved constituent), burial, and sediment resuspension and
transport. Biodegradation is a negligible contributor to the lowering of PCB
concentrations and is not a factor for mercury. The relative importance of each
of these mechanisms in reducing PCB concentrations in the Fox River and Green
Bay is not easily estimated based on available data. Some or all of these
processes may be occurring at varying rates at any given time and location
within the River or Bay. During the design phase, a monitoring program will be
developed to measure the net effects of the natural attenuation processes after
remedial activities are completed until the remediation goals are reached.

SEDIMENT CONCENTRATIONS - Sediments that may significantly contribute to the PCB
levels in fish, both now and in the future, are considered principal threats.
The determination of the significance of the sediment contribution to fish is
based primarily on model projections, in conjunction with geochemical and
statistical analyses. The model projections indicate that the significance of
the sediment contribution to PCB fish tissue levels varies by Operable Unit;
therefore, the sediment levels that are considered principal threats will
correspondingly vary by Operable Unit.

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TREATMENT - Conventional treatment technologies, such as thermal desorption, are
technically feasible; however, the associated costs would he substantially
greater than off-site landfill disposal. However, vitrification of sediments is
feasible and as such is considered a possible alternative to the current plans
for conventional disposal in an approved, licensed landfill. Materials that
would be processed using vitrification technology could be beneficially re-used.

SEDIMENT PROCESSING/TRANSFER FACILITIES - It is expected that sediment
processing/transfer facilities would be established to handle materials from the
environmental dredging process. The locations of these facilities will be
determined during the remedial design phase of the remedy considering
engineering issues (such as those associated with the type of dredging
selected), property issues, noise, air impacts and other appropriate factors.
Although it is projected that these facilities would be land-based, water-based
facilities will also be evaluated.

Dredged sediments will be mechanically dewatered and loaded onto trucks for
transport to disposal facilities.

Water that is separated from the dredged sediment will undergo treatment to
remove fine sediment particles and dissolved PCBs. Ultimately, the water will be
discharged back into the Fox River in compliance with the substantive
requirements of the State of Wisconsin Pollutant Discharge Elimination System,
which is an ARAR for this Site.

TRANSPORTATION - Dredged materials will be transported from the dredging site to
the sediment processing/transfer facilities by barge or in-river pipeline.
Transportation from the sediment processing/transfer facilities to disposal
facilities will be by truck.

DISPOSAL - Disposal of PCB contaminated sediment from OU 1 will be to either an
existing upland landfill or into a newly constructed or modified landfill
designed to receive the dewatered sediment. ARARs/TBCs specific to the landfill
option include the siting requirements for a landfill (Chapter 289, Wisconsin
Statutes) and the technical requirements for construction, operation, and
closure of a landfill in the NR 500 rule series, WAC.

Sediments removed from the Fox River may contain PCBs equal to or greater than
50 ppm. PCB sediment with concentrations less than 50 ppm will be managed as a
solid waste in accordance with statutes and rules governing the disposal of
solid waste in Wisconsin. PCB sediment with concentrations equal to or greater
than 50 ppm will be managed in accordance with the Toxic Substances Control Act
of 1976 (Appendix E of the Feasibility Study). Presently TSCA compliance would
be achieved through the extension of the January 24,1995 approval issued by EPA
to WDNR pursuant 40 CFR 761.60(a)(5) under the authority of TSCA. This TSCA
approval, granted by EPA Region 5, states that the disposal of PCB-contaminated
sediment with concentrations equal to or greater than 50 ppm into an NR 500, WAC
landfill that is also in compliance with the conditions of the TSCA approval,
provides adequate protection to human health and the environment as required by
40 CFR 761.60(a)(5); and, will provide the same level of protection required by
EPA, Region 5 and therefore is no less restrictive than TCSA. However, should
other administrative rules pertaining to disposal under TSCA be in effect at the
time that TSCA compliance decisions are made for the Fox River sediment, then
compliance with those rules will be achieved.

Therefore, this disposal method meets the TSCA regulatory requirement 40 GFR
761.61(c) that the risk-based method for disposal of PCB remediation waste does
not pose an unreasonable risk of injury to health and the environment.

Although off-site landfilling is anticipated, vitrification and beneficial
re-use of dredged excavated sediments will be evaluated during the design phase.
Value engineering to reduce waste

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volumes (that will also reduce costs) will be explored and, if appropriate,
finalized during remedial design.

MONITORING - Short- and long-term (i.e., pre-, during, and post-construction)
monitoring programs will be developed to ensure compliance with performance
standards and protection of human health and the environment. The types and
frequency of pre-construction monitoring will be developed during remedial
design. Plans for monitoring during and after construction will be developed
during the remedial design and modified during and after construction as
appropriate. This approach is consistent with the NRC Report recommendation that
long-term monitoring evaluate the effectiveness of the remedial action as well
as ensure protection of public health and the environment.

11. COMPARATIVE ANALYSIS OF ALTERNATIVES

In selecting a remedy for a site, WDNR and EPA consider the factors set forth in
CERCLA Section 121, 42 U.S.C. Section 9621, by conducting a detailed analysis of
the viable remedial alternatives pursuant to the NCP, 40 CFR Section
300.430(e)(9), EPA's Guidance for Conducting Remedial Investigations and
Feasibility Studies, OSWER Directive 9355.3-01, and EPA's 'A Guide to Preparing
Superfund Proposed Plans, Records of Decision, and Other Remedy Selection
Decision Documents, OSWER 9200.1-23.P. The detailed analysis consists of an
assessment of the individual alternatives against each of nine evaluation
criteria (two threshold, five primary balancing and two modifying criteria) and
a comparative analysis focusing upon the relative performance of each
alternative against those criteria.

THRESHOLD CRITERIA

1. OVERALL PROTECTION OF HUMAN HEALTH AND THE ENVIRONMENT addresses whether a
remedy provides adequate protection of human health and the environment
and describes how risks posed through each exposure pathway are
eliminated, reduced or controlled through treatment, engineering, or
institutional controls. The selected remedy must meet this criterion.

2. COMPLIANCE WITH APPLICABLE OR RELEVANT AND APPROPRIATE REQUIREMENTS
(ARARS) addresses whether a remedy will meet applicable or relevant and
appropriate federal and state environmental laws and/or justifies a waiver
from such requirements. The selected remedy must meet this criterion or a
waiver of the ARAR must be attained.

PRIMARY BALANCING CRITERIA

3. LONG-TERM EFFECTIVENESS AND PERMANENCE refers to expected residual risk
and the ability of a remedy to maintain reliable protection of human
health and the environment over time, once cleanup levels have been met.

4. REDUCTION OF TOXICITY, MOBILITY, OR VOLUME THROUGH TREATMENT addresses the
statutory preference for selecting remedial actions that employ treatment
technologies that permanently and significantly reduce toxicity, mobility,
or volume of the hazardous substances as their principal element. This
preference is satisfied when treatment is used to reduce the principal
threats at the site through destruction of toxic contaminants, reduction
of the total mass of toxic contaminants, irreversible reduction in
contaminant mobility, or reduction of total volume of contaminated media.

5. SHORT-TERM EFFECTIVENESS addresses the period of time needed to achieve
protection and any adverse impacts on human health and the environment
that may be posed, until cleanup levels are achieved.

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6. IMPLEMENTABILITY is the technical and administrative feasibility of a
remedy, including the availability of materials and services needed to
implement a particular option.

7. COST includes estimated capital costs, annual operation and maintenance
costs (assuming a 30-year time period), and net present value of capital
and operation and maintenance costs.

MODIFYING CRITERIA

8. AGENCY ACCEPTANCE considers whether the support agency, EPA in this
instance, concurs with the lead agency's remedy selection and the analyses
and recommendations of the RI/FS and the proposed plan.

9. COMMUNITY ACCEPTANCE addresses the public's general response to the
remedial alternatives and proposed plan. The ROD includes a responsiveness
summary that presents public comments and the WDNR and EPA responses to
those comments. The level of community acceptance of the selected
alternative is outlined in the Responsiveness Summary (see Appendix A).

11.1 OPERABLE UNIT 1 (LITTLE LAKE BUTTE DES MORTS)

Table 18 summarizes the evaluation for OU 1 alternatives and how each
alternative meets, or does not meet requirements for each of the nine criteria
described above. A detailed comparative analysis for all alternatives follows.

TABLE 18 OPERABLE UNIT 1. LITTLE LAKE BUTTE DES MORTS ALTERNATIVES

SELECTED
Yes = Fully meets Alternative ALTERNATIVE Alternative
criteria Alternative C1 Alternative D Alternative
Partial = Partially B Dredge C2 Dredge to E Alternative
meets criteria Alternative Monitored with off Dredging a Confined Dredge F
No = Does not meet A Natural site with off site Disposal and In Situ
criteria No Action Recovery disposal disposal Facility Vitrification Capping
- ----------------------- ----------- ----------- ----------- ------------- ------------ -------------- -----------

1. Overall protection
of human health and
the environment No No Yes Yes Yes Yes Yes
2. Compliance with
Applicable or
Relevant &
Appropriate
Requirements No Partial Yes Yes Yes Yes Yes
3. Long-term
Effectiveness and
Permanence No No Yes Yes Yes Yes Partial
4. Reduction of
Contaminant
Toxicity,
Mobility, or
Volume through
Treatment No No Yes Yes Yes Yes Partial
5. Short-term
Effectiveness No No Yes Yes Partial Partial Partial

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<Table>
<Caption>
SELECTED
Yes = Fully meets Alternative ALTERNATIVE Alternative
criteria Alternative C1 Alternative D Alternative
Partial = Partially B Dredge C2 Dredge to E Alternative
meets criteria Alternative Monitored with off Dredging a Confined Dredge F
No = Does not meet A Natural site with off site Disposal and In Situ
criteria No Action Recovery disposal disposal Facility Vitrification Capping
- ------------------- ------------ ----------- ----------- ------------- ----------- ------------- -----------

6. Implementability Yes Yes Yes Yes Partial Partial Partial

7. Cost (millions of $) $4.5 $9.9 $116.7 $66.2 $68.0 $63.6.0 $90.5

8. Agency Acceptance The WDNR has been the lead agency in developing the RI/FS and the ROD. Both WDNR and EPA
support the selected alternative for this OU at the 1.0 ppm action level.

9. Community The level of community acceptance of the selected alternative is outlined in the
Acceptance Responsiveness Summary.
</Table>

11.1.1 THRESHOLD CRITERIA FOR OPERABLE UNIT 1

PROTECTION OF HUMAN HEALTH AND THE ENVIRONMENT

The primary risk to human health associated with the contaminated sediment is
consumption of fish. The primary risk to the environment is the bioaccumulation
of PCBs from the consumption of fish or, for invertebrates, the direct
ingestion/consumption of sediment. Protection of human health and the
environment were evaluated by residual risk in surface sediment using five lines
of evidence:

- Residual PCB concentrations in surficial sediment using
surface-weighted averaging after completion of a remedy;

- Average PCB concentrations in surface water;

- The projected number of years required to reach safe consumption of
fish;

- The projected number of years required to reach a surface sediment
concentration protective of fish or other biota, and

- PCB loadings to downstream areas and total mass contained or
removed.

Each of these is discussed below.

Residual PCB concentrations in surficial sediment and surface water

As shown in Table 19 below, substantial reductions in the average concentration
of surficial sediment and in surface water for OU 1 is achieved by all active
remediation alternatives (C1, C2, D, E and F) when compared to the No Action and
MNR alternatives (A and B). The implementation of active remediation
alternatives results in a 95 percent reduction in residual PCB concentrations in
surface sediment using surface-weighted averaging after completion of the
Alternatives C1, C2, D, E or F, when compared to the No Action or MNR
Alternatives, respectively (i.e., 3.699 versus 0.185 ppm, respectively -- see
Table 19). Similarly, the estimated surface water concentrations 30-years after
remediation is reduced 94 percent for active remediation alternatives (B, C1,
C2, D, E and F), relative to No Action and Monitored Natural Recovery (A, and B,
respectively) - i.e., 2.99 versus 0.18 ppm, respectively - see Table 19.

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TABLE 19 POST-REMEDIATION SEDIMENT AND SURFACE WATER CONCENTRATIONS IN OU 1

<Table>
<Caption>
AVERAGE PCB CONCENTRATIONS IN ESTIMATED SURFACE WATER CONCENTRATIONS
ALTERNATIVE SURFICIAL SEDIMENTS (PPM) 30-YEARS AFTER REMEDIATION (NG/L)
- ---------------------- ------------------------------- --------------------------------------

A,B 3.699 2.99
C1, C2, D, E, F 0.185 0.18
</Table>

Data is from FS Tables 5-4, and 8-5B.

Time to reach acceptable fish tissue concentrations

Substantial reductions in the time when humans could safely consume fish are
achieved by active remediation alternatives (C1, C2, D, E, and F), when compared
to the No Action and Monitored Natural Recovery (MNR) alternatives (A and B).
The implementation of active remediation alternatives results in an 86 percent
to 99 percent reduction in the time required to reach acceptable fish tissue
concentrations in walleye when compared to the No Action or MNR alternatives
(i.e., 1 to 14 years for active remediation versus 51 to 100 years for No Action
or MNR - see Table 20). Recovery times for additional human health receptors are
presented the FS, Chapter 8, Table 8-6.

TABLE 20 TIME ACHIEVE ACCEPTABLE FISH TISSUE CONCENTRATIONS FOR WALLEYE IN OU 1

<Table>
<Caption>
ESTIMATED YEARS TO ACHIEVE
----------------------------
ALTERNATIVES
C1, C2, D, E, ALTERNATIVES
FISH RECEPTOR RISK LEVEL GOAL F A, B
- -------- --------------------------- -------------------------------- ------------- ------------

Walleye Recreational Angler RME Hazard Index of 1.0 <1 51
Walleye High Intake Fish Consumer RME Hazard Index of 1.0 4 65
Walleye Recreational Angler RME 10(-5) cancer risk level 9 84
Walleye High Intake Fish Consumer RME 10(-5) cancer risk level 14 100
</Table>

Data is from FS Table 8-14.

Time required to achieve surface sediment concentration protective of fish or
other biota

Substantial reductions in the time required to reach protective levels for
ecological receptors are achieved by all active remediation alternatives (C1,
C2, D, E, and F) relative to the No Action and MNR alternatives. For receptors
representative of fish or other biota, implementation of active remediation
alternatives results in a 40 percent to 86 percent reduction relative to No
Action or MNR (i.e., 14 to 60 years for active remediation versus 100 years or
more for No Action and MNR, shown in Table 21, below). Recovery times for
additional ecological receptors are presented in the FS, Chapter 8, Table 8-6.

TABLE 21 TIME REQUIRED TO ACHIEVE PROTECTIVE LEVELS IN SEDIMENTS FOR
REPRESENTATIVE ECOLOGICAL RECEPTORS IN OU 1

<Table>
<Caption>
ESTIMATED YEARS TO ACHIEVE
--------------------------------
ALTERNATIVES C1, ALTERNATIVES
FISH RECEPTOR RISK LEVEL GOAL C2, D ,E, F A, B
- -------- -------------------------- --------------- ---------------- ------------

Carp Carnivorous bird NOAEC 14 100
Carp Piscivorous mammal NOAEC 29 >100
Sediment Sediment invertebrate TEL 60 >100
</Table>

Data is from FS Table 8-16.

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PCB loadings to downstream areas and total mass contained or removed

Reduction of the PCB load transported over the Appleton Dam into the downstream
areas of the Fox River is a measure of the overall protection of human health
and the environment. Reduced PCB loading from OU 1 will ultimately contribute to
downstream reduction of concentrations of PCBs in sediment, water and fish, and
thereby reduce risk to humans and ecological receptors in the Fox River. After
implementation of active remedial alternatives (C1, C2, D, E, and F) estimates
for releases over the Appleton Dam would be reduced from 88 pounds/year
presently to 1.5 pounds/year 30 years after completion of remediation, compared
to 25 pounds for the No Action and MNR alternatives (also after 30 years). Thus
the active remedial alternatives would give a 94 percent reduction in loadings
relative to No Action and MNR.

SUMMARY

The active remediation alternatives provide a substantially more protective
remedy than the No Action and MNR alternatives. The No Action and MNR
Alternatives are not protective of human health and the environment.

Compliance with Applicable or Relevant and Appropriate Requirements (ARARs)
Section 121 (d) of CERCLA and NCP Section 300.430(f)(1)(ii)(B) requires that
remedial actions at CERCLA sites attain legally applicable or relevant and
appropriate Federal and State requirements, standards, criteria and limitations
which are collectively referred to as "ARARs," unless such ARARs are waived
under CERCLA section 121(d)(4).

Compliance with ARARs addresses whether a remedy will meet all of the applicable
or relevant and appropriate requirements of other Federal and State
environmental statutes or provides a basis for invoking a waiver.

The ARAR discussion, below, is divided by the different operational components
of the alternatives (Table 22, and discussion below), as various components are
utilized in an essentially the same manner for some alternatives and apply
equally to those alternatives with a common component. There is also additional
discussion of ARARs in Section 14.2.

TABLE 22 OPERATIONAL COMPONENTS FOR OU 1 ALTERNATIVES

<Table>
<Caption>
ALTERNATIVES
-------------------------------------------------------
A B C1 C2 D E F
----- ----- ------ ------ ----- ----------- -----

Removal X X X X X
Dewatering Mechanical X
Passive X X X X
Sediment Treatment * * X *
Water Treatment X X X X X
Trucking or Rail Transportation X X X X X
Disposal Upland X X X** (residuals) X
In-water CDF X
Capping X
</Table>

- ----------
X: Required activity for alternative.

* Possible supplement.

** Upland disposal for this alternative would only be for sediments with PCB
concentrations equal to or greater than 50 ppm (16,165 cubic yards of
800,357). Sediments with concentrations less than 50 ppm (784,192 cubic
yards) would be disposed in an in-water CDF.

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A description of the components listed in Table 22, above follows:

- - REMOVAL. The removal technology utilized for active remedial alternatives
Alternatives C1, C2, D, E, and F is dredging (although Alternative F also
includes capping). The ARARs that directly relate to the removal of
sediment from the Lower Fox River and Green Bay concern the protection of
surface water (NR 322, 200, and 220 through 297). The surface water ARARs
limit the discharge of PCBs into the receiving water bodies so that water
quality is not adversely affected. These ARARs will be achieved by all
active remedial alternatives.

- - DEWATERING AND WATER TREATMENT.

- Mechanical dewatering would be utilized for Alternative C2.
Discharge requirements (NR 200 and 220 through 297, WAC) are set
forth for the discharge of water to publicly owned treatment works
(POTWs) and to navigable waters such as the Lower Fox River (NR 105
and 106, WAC). Discharges from prior remedial activities on the
Lower Fox River provide an indication of the treatment requirements
for discharging effluent water to the Lower Fox River or to a POTW.
Another requirement covers stormwater discharge. A potentially
important ARAR (NR 108, WAC) relates to the construction of a
wastewater treatment facility specifically to treat water from
remedial activities.

- Passive dewatering ponds would be part of Alternative C2, D, E and F
and would be constructed under the wastewater ARAR (NR 213, WAC),
which associated with wastewater treatment lagoons. Based on
previous experience gained during the SMU 56/57 pilot dredging
project, ARARs associated with passive dewatering lagoons are
achievable.

- - EX-SITU (OFF-SITE) TREATMENT. ARARs specific to vitrification technology
(Alternative E) relate to the air emission and permitting requirements of
thermal treatment units (40 CFR 701 and NR 400 through 499). In addition,
the thermal unit must meet performance requirements in NR 157 for the
efficient treatment of PCB sediment. These ARARs would be met.

- - TRANSPORTATION. The likely method for transporting PCB sediment to upland
disposal locations for Alternatives C1, C2, and F is by trucking to the
disposal facility, although other transportation methods could be used if
it is determined during design that there are better methods. ARARs and
TBCs important to this process option include the requirements to prevent
spills and releases of PCB materials (NR 140 and 157, WAC). Two ARARs
applicable only to the trucking method include Wisconsin Department of
Transportation (WDOT) requirements for the shipping of PCB materials and
NR 157 shipping requirements. ARARs and TBCs related to in-water
transportation activities (i.e., piping) include the protection of surface
water (NR 322, 200, and 220 through 297, WAC). Alternatives C1, C2 and F
will comply with these ARARs.

- - DISPOSAL. For Alternatives C1, C2, and F, disposal of contaminated
sediment removed (i.e., dredged) from OU 1 will be disposed at either an
existing upland landfill or in a newly constructed or modified landfill
designed to receive the dewatered sediment. ARARs specific to this process
option include the siting requirements for a landfill (Chapter 289,
Wisconsin Statutes) and the technical requirements for construction,
operation, and closure of a landfill in the NR 500 rule series, WAC. For
contaminated sediments with PCB concentrations equal to or greater than 50
ppm, disposal will comply with the Toxic Substances Control Act, 40CFR
Part 761. Alternative D would also have a relatively small portion (i.e.,
2 percent) of dredged materials with concentrations equal to or greater
than 50 ppm that would also be disposed at a TSCA compliant upland
landfill. General disposal requirements for PCB-containing sediments are
simplified by the EPA's current approval requirements for placing
TSCA-level PCB-containing material in a state-licensed landfill. In

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Fox River and Green Bay ROD for OU 1 and OU 2

all cases, for sediment to be disposed of at a local landfill, the
landfill must be in compliance with the requirements of the NR 500 WAC
series regulating the disposal of waste and WDNR's TSCA approval issued by
EPA. This EPA approval currently allows for the disposal of
PCB-contaminated sediment with concentrations equal to or greater than 50
mg/kg in landfills licensed under the NR 500 rule series, WAC, provided
that certain technical and administrative requirements are met. These
ARARs will be met by alternatives C1, C2 and F.

- - CAPPING. For Alternative F, some sediments would be capped in-place,
primarily in the central (deeper water) portions of OU 1. This would
require compliance with Section 10 of the Rivers and Harbor Act of 1899
(22 CFR 403), and may require compliance with the Wisconsin Statutes
Chapter 30 (defining riparian rights of upland owners which extend to the
center of a stream). If the capping area is considered to be located in a
lake, then the State, through the Board of Commissioners of Public Lands,
may lease "rights of the beds of lakes and rights to fill in beds of lakes
or navigable streams." It is expected that these ARARS would be met.

11.1.2 BALANCING CRITERIA FOR OPERABLE UNIT 1

LONG-TERM EFFECTIVENESS AND PERMANENCE

Reduction of Residual Risk

The No Action and MNR alternatives result in a continuation of the degraded
condition of the sediments and surface water quality of Little Lake Butte des
Mort (OU 1), for at least several decades. The No Action and MNR Alternatives do
not eliminate PCBs from the River and do not reduce PCB levels in fish to
acceptable levels for the foreseeable future.

Alternatives C1, C2, D, E and F reduce residual risk through removal or
containment of 800,357 cubic yards of sediments containing approximately 1715 kg
(about 3800 pounds) of PCBs over an area of 526 acres. The reduction in the time
required to reach acceptable fish tissue concentrations ranges from 86 percent
to 99 percent (i.e., 1 to 14 years for active remediation and 51 to 100 years
for No Action/MNR - see Table 20).

Adequacy of Controls

The No Action and MNR alternatives do not produce reduction in human risk and
exposure in the foreseeable future, unlike active engineering controls.
Additionally, fish consumption surveys indicate that 50 percent of anglers do
not follow fish advisories. Therefore, existing institutional controls do not
adequately reduce human exposure to PCBs from consumption of contaminated fish.
In addition, institutional controls are not protective for ecological receptors
(e.g., the birds, mammals and fish). Given the survey data, it is unlikely that
sole reliance on these types of controls would be reliable in the long term to
ensure human health and ecological protection.

The active remediation alternatives (C1, C2, D, and E) provide for the removal
of most of the PCB-contaminated sediments in OU 1. Alternative F also removes a
large portion of PCB-contaminated sediments and provides for an engineered cap
over approximately 20 percent of contaminated deposits in OU 1. Like the MNR
alternative, Alternative F also requires institutional controls such as Site
use restrictions in capped areas (e.g., prohibition of sediment disturbance
activities). Although institutional controls would still be required for the two
removal alternatives, the risk to consumers of fish would be greatly reduced by
these alternatives. All alternatives would require institutional controls, such
as the fish consumption advisories and fishing restrictions until remedial
action objectives were met at a future date, but they are unlikely to require
additional Site use restrictions after removal activities are completed.

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All alternatives will require some degree of monitoring. Monitoring programs
will be developed, as appropriate, for all phases of the project.

Alternatives C1, C2, D and F rely on engineering controls at the disposal
facility. Properly designed and managed landfills provide proven, reliable
controls for long-term disposal for Alternatives C1, C2 and F (which have
off-site landfill disposal). Alternative F would also require a long-term
operation and maintenance plan to ensure containment of PCBs in perpetuity.
Alternative D would require on-site engineering controls at an in-water disposal
facility. Long-term monitoring and maintenance are included in operation of the
landfill and confined disposal facility. The final disposition of contaminated
sediments is listed in the following table.

TABLE 23 FINAL DISPOSITION OF CONTAMINATED SEDIMENTS IN OU 1

<Table>
<Caption>
ALTERNATIVES (CUBIC YARDS)
----------------------------------------------------------
A B C1/C2 D E F
----- ----- ------- ------- ------- -------

Treated and residual disposal 0 0 0 0 784,192 0
Removed and disposed at upland landfill 0 0 784,192 16,165 0 16,645
Removed and disposed at in-water
CDF (on-site) 0 0 0 768,027 0 619,381
Capped in-place 0 0 0 0 0 148,646
</Table>

Data is from FS Table 7-2.

Reliability of Controls

For the active remedies (Alternatives C1, C2, D, E and F), and MNR, fish
consumption advisories and fishing restrictions will continue to provide some
protection of human health until PCB concentrations in fish are reduced to the
point where the fish consumption advisories and fishing restrictions can be
relaxed or lifted. However, in the interim, these controls will only provide an
uncertain measure of protection. Among the active alternatives, sediment
capping, sediment removal (dredging and excavation), and off-site
disposal/treatment of removed sediments are all established technologies.

The capping portion of Alternative F relies upon proper design, placement and
maintenance of the cap in perpetuity for its effectiveness, continued
performance and reliability. A cap integrity monitoring and maintenance program
would provide reasonable reliability, although there are inherent challenges in
monitoring and maintaining a cap in the Fox River riverine environment. The
capping portion of Alternative F (see Table 23, above for the volume of capped
contaminated sediments) may not be as reliable as the removal alternatives due
to the unknown potential for damage to the cap, potentially exposing PCBs. In
addition, the capping component of Alternative F is vulnerable to a catastrophic
flow event, such as might be seen during a 500-year flood or a dam failure.
However, with proper design and maintenance, these risks can be minimized.

In general, Alternatives C1 and C2, D and E are the most reliable, as there is
little or no long-term additional on-site maintenance associated with the
remedial work. These Alternatives permanently remove the greatest amount of
contaminated sediment and PCBs from the River, and achieve the greatest
reduction of the potential scour-driven resuspension of PCB-contaminated
sediments. However, Alternative F is also considered to be sufficiently
reliable.

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Fox River and Green Bay ROD for OU 1 and OU 2

Summary

Based on the above analysis of reduction in residual risk and adequacy and
reliability of controls, the five active remediation alternatives (C1, C2, D, E
and F) are superior to the No Action and MNR alternatives due to the greater
risk reduction and mass of PCBs removed from the River. The five active
remediation alternatives are similar to each other in terms of risk reduction
with C1, C2, and E being the most effective over time. EPA's analysis of
residual risk for each alternative is consistent with the National Research
Council (NRC) report recommendation to consider options to reduce risk and to
consider residual risks associated with material left behind.

Reduction of Toxicity, Mobility, and Volume

Reduction in Toxicity, Mobility, or Volume of Contaminants through Treatment
evaluates an alternative's use of treatment to reduce the harmful effects of
principal contaminants, their ability to move in the environment and the amount
of contamination present.

The No Action and MNR alternatives do not involve any containment or removal of
contaminants from Little Lake Butte des Morts sediments. The No Action and MNR
alternatives rely on natural attenuation processes such as burial by cleaner
sediments, biodegradation, bioturbation and dilution to reduce concentrations of
PCBs in sediments and surface water.

Natural degradation processes were not found to be effective in reducing PCB
concentrations or toxicity in Fox River sediments (FS Appendix F,
"Dechlorination Memorandum"). Nevertheless, concentrations of PCBs in fish
populations will respond slowly over time to slow natural decreases in
concentrations in sediments and surface water due primarily to dilution and the
burial of contaminated sediments by cleaner sediments.

For Alternative F, the mobility of the PCBs in capped areas (approximately 135
acres) would be reduced because these PCBs are sequestered under the cap.
However, capping does not satisfy the CERCLA statutory preference for treatment.
In addition, there is no reduction in the toxicity or volume of the PCBs under
the cap. Under this alternative, the mass of PCBs and the volume of contaminated
sediments within Little Lake Butte des Morts are permanently reduced because
approximately 620,000 cubic yards of sediment would be removed, and
approximately 150,000 cubic yards would be contained under a cap in OU 1. A
total of approximately 1715 kg (about 3770 Ibs) of total PCBs would be removed
or isolated from the ecosystem by this alternative. In addition, after
construction of the remedy is completed, natural attenuation processes could
provide additional reductions in PCB concentrations in the remaining sediments
and surface water.

For Alternatives C1, C2, D, and E, the mass of PCBs and volume of contaminated
sediments in Little Lake Butte des Morts are permanently reduced because
sediment volumes of approximately 784,000 cubic yards of contaminated sediment,
containing a mass of total PCBs of approximately 1715 kg (about 3770 Ibs) would
be removed from the ecosystem. Also, as stated for Alternative F, after
construction of the remedy is completed, natural attenuation processes would
provide additional reductions in PCB concentrations in the remaining sediments
and surface water.

While the active remedial alternatives (Alternatives C1, C2, D and F) would
permanently remove large volumes of PCBs from the River (thereby reducing their
mobility), they do not satisfy the statutory preference for treatment as a
principal element of the remedy. Given the volume of material to be removed,
treatment of the dredged material prior to off-site disposal may not be
cost-effective, other than the stabilization of the sediments for handling
purposes. During remedial design, WDNR will further consider the
cost-effectiveness of vitrification for dredged material. Alternative E in the
FS has been revised to consider vitrification. Vitrification would

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Fox River and Green Bay ROD for OU 1 and OU 2

reduce toxicity, mobility, and volume, and the glass aggregate product would be
available for beneficial re-use.

Short-Term Effectiveness

Short-term Effectiveness relates to the length of time needed to implement an
alternative and the risks the alternative poses to workers, residents and the
environment during implementation up until the time that remediation levels are
achieved.

Length of Time Needed to Implement the Remedy

The implementation times for the active alternatives are approximately 6 years
for Alternatives C1 and C2, D, E and approximately 5 years for Alternative F.
This represents the estimated time required for mobilization, operation and
demobilization of the remedial work, but does not include the time required for
long-term monitoring or O&M. The No Action and MNR alternatives do not involve
any active remediation and therefore require no time to implement.

Protection of the Community and Workers During Remedial Action

No construction activities are associated with the remediation of sediments for
the No Action and MNR alternatives, so neither alternative increases or
decreases the short-term potential for direct contact with or ingestion and
inhalation of PCBs from the surface water and sediments.

COMMUNITY PROTECTION. Access to sediment processing/transfer facilities and
process and treatment areas under the active remediation alternatives (C1, C2,
D, E and F) will be restricted to authorized personnel. Controlling access to
the dredging locations and sediment processing/transfer facilities along with
monitoring and engineering controls developed during the design phase will
minimize potential short-term risks to the community. The design will also
provide for appropriate control of air emissions, noise and light through the
use of appropriate equipment that meets all applicable standards. Compliance
with these design provisions will be monitored during construction, operation
and demobilization. Vehicular traffic will increase due to workers and supply
deliveries at the sediment processing and transfer facilities. These effects are
likely to be minimal, in part because the transportation of sediments for
disposal will take place within the Fox River area. If a beneficial use of some
portion of the dredged material is arranged, then an appropriate transportation
method will be determined (e.g, rail, truck, or barge).

For the active remediation alternatives (Alternative C1, C2, D, E and F), work
in the River will also be designed with provisions for control of air emissions,
noise and light. Work areas will be isolated (access-restricted), with an
adequate buffer zone so that pleasure craft can safely avoid these areas.
Environmental dredging in the River will be conducted at times and in ways to
minimize disruption to river traffic. Targeted dredging will be sequenced and
directed to ensure minimal impacts to navigation within the River. To help
ensure that navigation is not impeded, WDNR and EPA will consult with the local
authorities during remedial design and construction phases on issues related
River usage, and other remedy-related activities within Little Lake Butte des
Morts. Discrete areas of the River will be subject to dredging and related
activities only over short periods of time; once an area is dredged, dredging
equipment will move to another area, thereby minimizing locational impacts.

Based on air monitoring for the SMU 56/57 demonstration project, air emissions
at dredging sites and at land-based facilities are expected to be minimal.
Action levels will be established, monitoring conducted as required, and
appropriate engineering control measures employed to ensure that any air
releases do not exceed acceptable levels.

Vehicles used for the transportation of hazardous waste will be designed and
operated in conformance with State and local regulations. WDNR and EPA will
provide the community and

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Fox River and Green Bay ROD for OU 1 and OU 2

local government the opportunity to have input on plans related to the off- Site
transportation of hazardous wastes. This approach is consistent with the NRC
recommendation to involve the local communities in risk management decisions.

WDNR and EPA believe that implementation of any of the active remediation
alternatives (C1, C2, D, E and F) will have little if any adverse impact on
local businesses or recreational opportunities. Indeed, WDNR and EPA believe
that the remedy will have substantial positive economic impacts on local
communities and will facilitate enhanced recreational activities in and along
the River. To the extent that any adverse local impacts do occur, WDNR and EPA
expect that they will be short-term and manageable. Moreover, the Agencies
believe that any such impacts will far outweigh the long-term benefits of the
remediation on human health and the environment.

WORKER PROTECTION. For the No Action and MNR alternatives, occupational risks to
persons performing the sampling activities (for the 5-year reviews) will be
unchanged from current levels. There is some minimal increase in occupational
risk associated with the MNR alternative due to the greater degree of sampling
involved in the River.

For the five active remediation alternatives (C1, C2, D, E and F), potential
occupational risks to Site workers from direct contact, ingestion and inhalation
of PCBs from the surface water and sediments, as well as routine physical
hazards associated with construction work and working on water, are higher than
for the No Action and MNR alternatives. For these alternatives, as well as the
No Action and MNR alternatives, personnel will follow a site-specific health and
safety plan and OSHA health and safety procedures and wear the necessary
personal protective equipment; thus, no unacceptable risks would be posed to
workers during the implementation of the remedies.

In summary, the active remedial alternatives would not pose significant risk to
the nearby communities. A short-term risk to the community and site workers may
be possible as a result of potential air emissions and noise from construction
equipment, dewatering operations, and hauling activities. However, as
successfully shown during the Lower Fox River demonstration dredging projects,
these risks can be effectively managed/minimized by: (1) coordinating with and
involving the community; (2) limiting work hours; and (3) establishing buffer
zones around the work areas; as well as through (4) using experienced
contractors who would assist project design.

Environmental Impacts of Remedy and Controls

Environmental impacts consist of PCB releases from removed sediment into the air
and water. As successfully shown during the Lower Fox River demonstration
dredging projects, environmental releases will be minimized during remediation
by (1) treating water prior to discharge; (2) controlling storm water run-on and
runoff from staging and work areas; and (3) utilizing removal techniques that
minimize losses; as well as through (4) the possible use of silt curtains where
necessary to reduce the potential downstream transport of PCBs.

Habitat impacts from active remedial activities (Alternatives C1, C2, D, E and
F) are expected to be minimal, as the benthic community should recover
relatively quickly (see White Paper Number 8 for details) from dredging
activities. Additionally, dredging remediation can result in collateral benefits
in the course of mitigation, including removal of nuisance species,
reintroduction of native species, aeration of compacted and anaerobic soils and
other enhancements of submerged habitats. For the capping portion of Alternative
F, there could be similar effects on aquatic vegetation and benthic invertebrate
and fish communities, but recovery of benthic invertebrate communities would
likely be slower (relative to recovery from

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Fox River and Green Bay ROD for OU 1 and OU 2

dredging) due to changes in the sub aqueous habitat to sand and rock as well as
decreases in organic content of the sediment decreasing the organic content of
the sediment.

Potential Adverse Environmental Impacts During Construction

No construction activities associated with the River sediments are conducted for
the No Action and MNR alternatives. Neither continuation of the existing limited
sampling activities for the No Action alternative nor the increased monitoring
program for the MNR alternative is anticipated to have any adverse effect on
the environment, beyond that already caused by the PCB contamination of the
sediments and the ongoing releases of PCBs from those sediments in Little Lake
Butte des Morts. For the five active remediation alternatives (C1, C2, D, E and
F), the release of PCBs from the contaminated sediments into the surface water
during construction (dredging and cap placement), will be controlled by
operational practices (e.g., control of sediment removal rates, use of
environmental dredges and possible use of sediment barriers). Although
precautions to minimize resuspension will be taken, it is likely that there
could be a localized temporary increase in suspended PCB concentrations in the
water column and possibly in fish PCB body burdens. Analysis of results from
projects on Deposit N and SMU 56/57, and comparison to yearly sediment
resuspension rates, as well as resuspension quantities during yearly high flow
events, shows the expected resuspension due to dredging to be well within the
variability that normally occurs on a yearly basis. Analysis of results from
other dredging projects indicates that releases from environmental dredging are
relatively insignificant (substantially less than 1 percent of the mass of
contaminants). The performance standards and attendant monitoring program
developed during design will ensure that dredging operations are performed
consistent with the environmental and public health goals of the project. This
was readily achieved on the Deposit N and SMU 56/57 projects and is expected to
be feasible for other River dredging activities.

Dredging activities may result in short-term temporary impacts to aquatic and
wildlife habitat of the Little Lake Butte des Morts, but as discussed below, and
in White Paper 8, "Habitat and Ecological Considerations as a Remedy Component
for the Lower Fox River", it is expected that recovery would be rapid.

For the active remediation alternatives (C1, C2, D, E and F), there is the
potential transient impact from the temporary exposure of deeper, more highly
contaminated sediments during excavation activities. This impact would be
minimized by the quick completion of removal activities, and (if needed)
placement of a post-dredging sand cover as soon as practicable after the removal
operations are complete.

IMPLEMENTABILITY

Implementability addresses the technical and administrative feasibility of a
remedy from design through construction and operation. Factors such as
availability of services and materials, administrative feasibility and
coordination with other governmental entities are also considered.

Technical Feasibility

Both the No Action and MNR alternatives are technically feasible because no
active measures other than continued sampling would be taken. Technical
feasibility for the active remediation alternatives is discussed below in terms
of the main components of the alternatives. Additional information is provided
in the FS.

SEDIMENT PROCESSING/TRANSFER FACILITIES. Alternatives C1, C2, D, E and F require
sediment processing/transfer facilities. At these facilities, the transfer,
dewatering and stabilization of dredged material would be conducted. Each of
these activities is considered a readily

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Fox River and Green Bay ROD for OU 1 and OU 2

implementable, commonly engineered activity. Design of sediment
processing/transfer facilities will include requirements for the control of
light, noise, air emissions, and water discharges.

WDNR and EPA have not determined the location of the sediment
processing/transfer facilities. Preliminary criteria were utilized to establish
a list of preliminary candidate sites to allow for the preparation of a cost
estimate. In preparing the cost estimate in the Feasibility Study, WDNR and EPA
assumed upland staging area in the vicinity of Arrowhead Park, at the southern
end of Little Lake Butte des Morts. This facility (wherever located) would be
temporary and removed after completion of the active remedial activities.

REMOVAL. Alternatives C1, C2, D, E, and F require the dredging of contaminated
sediments. Dredging of sediments is a readily implementable and environmentally
effective engineering activity. Two concerns are relevant to whether sediments
can be dredged effectively: 1) resuspension and releases during dredging and, 2)
resulting residual contaminant concentrations that may remain in sediments after
dredging is completed. Regarding resuspension, as discussed above environmental
dredges have been shown to generally not release significant quantities of
contaminants during removal operations. The type of dredging equipment
(mechanical and/or hydraulic) will be selected during the remedial design, using
the most appropriate equipment for the specific conditions in the River. The use
of silt screens or other barriers, as appropriate, could further assist in
limiting downstream migration of PCBs and may be used as well. Regarding
post-dredging residual contaminant concentrations comparable projects indicate
that achieving the 1 ppm Action Level in remaining sediments is readily
achievable. The Fox River SMU 56/57 dredging project achieved a 96 percent
reduction in the average concentration of contaminated sediments targeted for
removal in that project. This is consistent with results for other dredging
projects having similar site conditions (see Appendix B of the FS, and Hudson
River White Paper ID 312663, Post-Dredging PCB Residuals).

DEWATERING. Alternatives C1, C2, D, E and F would require removal of excess
water from dredged sediments. Either mechanical or passive dewatering would be
used for this purpose. These are conventional, commonly utilized proven
technologies, and are readily implementable and effective.

WATER TREATMENT. Conventional water treatment technologies for dredge water have
been proven commonly reliable, and are readily implementable and effective.

CAPPING. Alternative F includes some capping of areas that meet the criteria for
areas that are acceptable for capping. The placement of capping materials is a
readily implementable engineering activity. Sand, gravel and/or fine materials
may be utilized for capping. Clean sand could be placed over contaminated
deposits to give a surficial concentration in the capped areas that is
essentially without contamination. The type (e.g., texture/size and sorting) of
cap material will be determined on a location specific basis.

POST-DREDGING SAND COVER. The selected alternative envisions an option of
limited backfilling if required. The placement of backfill is a readily
implementable engineering activity. Sand or other materials, as appropriate may
be utilized for backfill.

TRANSPORTATION. Dredged materials may be transported in-river to sediment
processing / transfer facilities using barges or pipelines. These are considered
readily implementable engineering activities. Transportation via pipeline is
limited to certain distances because of pumping and right-of-way limitations.
Consequently, in some areas of the River, pipelines may not be implementable.

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Fox River and Green Bay ROD for OU 1 and OU 2

Off-site transportation of dredged materials to disposal facilities will be by
truck, rail and/or barge. These forms of transportation are routine engineering
activities that have been employed at many Superfund sites and are technically
implementable. WDNR and EPA will comply with all legal regulatory requirements
for transporting both hazardous and non-hazardous wastes.

DISPOSAL. Off-site disposal is a common activity at many Superfund sites. The
number and location of off-site disposal facilities will be based on dredged
material volume, transportation and cost considerations. It is expected that
appropriate disposal will be in the Fox Valley area.

Alternatives C1, C2 and F all include disposal options. Alternative D uses an
in-water confined disposal facility for disposal. These are conventional
technologies and readily implementable. Under Alternative F, approximately 20
percent of the sediments will be capped in-situ (see Table 23, above). For the
areas that will be capped, it is considered technically achievable. It should be
noted that certain areas are not amenable to capping and are thus "off limits"
for capping. This is because these areas fail to meet certain criteria for
capping (e.g., sufficient water depth).

An ex-situ treatment alternative (Alternative E), vitrification, was determined
to be technically feasible. This does require reuse of residual materials after
treatment.

TREATMENT. Alternative E includes thermal treatment by vitrification, and is
technically implementable to meet cleanup goals.

Administrative Feasibility

Both No Action and MNR require no active measures. All alternatives, except No
Action include an administrative requirement for fish consumption advisories.
Since fish consumption advisories are already in place, this alternative
requirement is already met and would continue even under the No Action
alternative. The active remedial measures are somewhat more difficult to
implement from an administrative feasibility perspective due to the need for
siting the sediment processing/transfer facilities and addressing the associated
real property issues, and the need to make arrangements to utilize the River
with minimal interruption of boat traffic.

SEDIMENT PROCESSING/TRANSFER FACILITIES. For the active remediation alternatives
(Alternatives C1, C2, D, E and F), the transfer facilities, constructed on land
adjacent to the River, or in-river, are considered "on-site" for the purposes of
the permit exemption under CERCLA Section 121(e), although any such facilities
will comply with the substantive requirements of any otherwise necessary Federal
or State permits.

REMOVAL. Operations under these alternatives will have to be performed in
conformance with the substantive requirements of regulatory programs implemented
by the U.S. Army Corps of Engineers under Section 10 of the Rivers and Harbors
Act and Section 404 of the Clean Water Act. In addition, discharges during
remediation will conform to Wisconsin Statutes and substantive WDNR regulations
related to dredging and maintaining water quality.

DISPOSAL. Identifying a local landfill for disposal of sediments dredged from
Little Lake Butte des Morts is feasible. This would have to be coordinated with
local authorities, consistent with appropriate ARARs.

CAPPING AND CDF. For Alternative D and F, a lake bed grant would likely be
required from the Wisconsin legislature to construct a cap or in-water CDF. If
riparian rights exist, agreements with landowners with riparian rights would be
required. These considerations would be addressed during design.

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Fox River and Green Bay ROD for OU 1 and OU 2

TREATMENT. Alternative E is administratively feasible. Air emissions permits
would be required if sediments are treated off-site.

AVAILABILITY OF SERVICES AND MATERIALS. For the No Action and MNR alternatives,
all needed services and materials are available. For the active remediation
alternatives (Alternatives C1, C2, D, E and F), equipment and personnel related
to dredging and materials handling (e.g., sediment dewatering) are commercially
available. Technology and associated goods and services for capping or a
post-dredging sand cover, upland landfill or CDF construction are locally
available.

Cost

Cost includes estimated capital and annual operation and maintenance costs, as
well as total capitol cost. Present worth cost is the total capital cost and
operation and maintenance costs of an alternative over time in today's dollar
value. Cost estimates are expected to be accurate within a range of +50 to -30
percent. (This is a standard assumption in accordance with EPA CERCLA guidance.)

The net present worth of the remedial alternatives range from $4.5 million for
No Action to $116.7 million for Alternative C1. For the active remedial
alternatives, the present worth of the capital and present worth of operation
and maintenance costs which range from approximately $63.6 million for
Alternative E to $116.7 million for Alternative C1. Capital costs, present worth
of operation and maintenance costs, and the total costs are listed in Table 24,
below.

TABLE 24 COMPARISON OF PRESENT WORTH COSTS FOR OU 1 ALTERNATIVES AT THE 1 PPM
RAL

<Table>
<Caption>
ESTIMATED
VOLUME ESTIMATED PRESENT
REMOVED OR PCB MASS CAPITAL WORTH TOTAL
CONTAMINATED REMEDIATED COSTS O&M COST COST
(CUBIC YARDS) (POUNDS) ($ MILLIONS) ($ MILLIONS) ($ MILLIONS)
------------- ---------- ------------ ------------ ------------

A - No Action 0 0 0 4.5 4.5
B - Monitored Natural
Recovery 0 0 0 9.9 9.9
C1 - Dredging/passive
dewatering/off-site
disposal 784,000 3770 112.2 4.5 116.7
C2- Dredging/mechanical
dewatering/off-site
disposal 784,000 3770 61.7 4.5 66.2
D - Dredge to a Confined
Disposal Facility 784,000 3770 63.5 4.5 68.0
E - Dredge and
Vitrification 784,000 3770 59.1 4.5 63.6
F - Dredging and Capping
to Maximum extent
practicable 635,500 3770 86.0 4.5 90.5
</Table>

From Section 7 and Appendix H of the FS.

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Fox River and Green Bay ROD for OU 1 and OU 2

11.1.3 AGENCY AND COMMUNITY CRITERIA FOR OPERABLE UNIT

Agency Acceptance

The State of Wisconsin has been actively involved in managing the resources of
the Lower Fox River since before there was a federal Superfund law. These
efforts have led to significant state knowledge and understanding of the River
and Bay and of the contamination problems within those areas. As a result of
this expertise, WDNR has served as the lead agency responsible for assessing
risks and conducting the RI/FS, which forms the basis for the Proposed Plan and
Record of Decision (ROD). As the lead agency, WDNR has worked closely with EPA
to cooperatively develop this ROD. Both WDNR and EPA support the selection of
this remedy as is evidenced by the joint issuance of this ROD by both WDNR and
EPA.

Community Acceptance

Community Acceptance considers whether the local community agrees with EPA's
analyses and preferred alternative. Comments received on the Proposed Plan are
an important indicator of community acceptance. Community acceptance of the
Proposed Plan was evaluated based on comments received at the public meetings
and during the public comment period. There were more than 4800 comments
concerning the Proposed Plan. This ROD includes a responsiveness summary,
Appendix B, which addresses public comments.

11.2 OPERABLE UNIT 2 (APPLETON TO LITTLE RAPIDS)

Table 25 below summarizes the comparative analysis for OU 2 alternatives and how
each alternative meets, or does not meet requirements for each of the nine
criteria, described above.

A detailed comparative analysis for four of the nine criteria, Protection of
Human Health and the Environment, Long-term Effectiveness and Permanence,
Implementability and Cost are discussed below for all alternatives. A comparison
for five of the nine criteria (Compliance with Applicable or Relevant and
Appropriate Requirements, Reduction of Contaminant Toxicity, Mobility, or Volume
through Treatment, Short-term Effectiveness, Agency Acceptance and Community
Acceptance) is substantially the same as Alternatives discussed in OU 1 and are
therefore not repeated. Similar to the OU 1, Alternatives C and E for OU 2 are
also considered "Active Remediation Alternatives."

The major differences between OU 1 and OU 2 that relate to this comparative
analysis of alternatives are the following:

1) Mass of PCB contaminants in OU 2 is relatively small and potential
for downstream release proportionally less, and result in a
relatively faster time to recovery,

2) Bedrock immediately underlies contaminated sediment in the upper
portion of the OU 2, where most of the deposits are located; this
makes complete removal of contaminated materials impracticable,

3) Locks, dams, and the urban/residential setting of a considerable
portion of OU 2 make access more difficult than in OU 1.

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Fox River and Green Bay ROD for OU 1 and OU 2

TABLE 25 OPERABLE UNIT 2. APPLETON TO LITTLE RAPIDS ALTERNATIVES

<Table>
<Caption>
Yes = Fully meets SELECTED
criteria ALTERNATIVE
Partial = Partially Alternative B
meets criteria Monitored Alternative C Alternative E
No = Does not meet Alternative A Natural Dredge with off Dredge and
criteria No Action Recovery site disposal Virtification
- ----------------------- ------------- ------------- --------------- -------------

1. Overall protection
of human health and
the environment No Partial Partial Partial

2. Compliance with
Applicable or
Relevant &
Appropriate
Requirements No Partial Yes Partial

3. Long-term
Effectiveness and
Permanence No Partial Yes Yes

4. Reduction of
Contaminant
Toxicity, Mobility, or
Volume through
Treatment No No Yes Yes

5. Short-term No Partial Partial Partial
Effectiveness

6. Implementability Yes Yes Partial Partial

7. Cost (millions of $) $ 4.5 $ 9.9 $ 16.5 to 38.3 $15.2 to 26.2

8. Agency Acceptance The WDNR has been the lead agency in developing the RI/FS and the ROD.
Both WDNR and EPA support the selected alternative of Monitored Natural
Recovery for this OU.

9. Community The level of community acceptance of the selected alternative is outlined
Acceptance in the Responsiveness Summary.
</Table>

11.2.1 THRESHOLD CRITERIA FOR OPERABLE UNIT 2

PROTECTION OF HUMAN HEALTH AND THE ENVIRONMENT

The primary risk to human health associated with the contaminated sediment is
consumption of fish. The primary risk to the environment is the bioaccumulation
of PCBs from the consumption of fish or, for invertebrates, the direct
ingestion/consumption of sediment. Similar to the evaluation for OU 1,
protection of human health and the environment was evaluated using five lines of
evidence:

- Residual PCB concentrations in surficial sediment using
surface-weighted averaging after completion of a remedy;

- Average PCB concentrations in surface water,

- The projected number of years required to reach safe consumption of
fish;

- The projected number of years required to reach a surface sediment
concentration protective of fish or other biota, and

- PCB loadings to downstream areas and total mass contained or
removed.

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Fox River and Green Bay ROD for OU 1 and OU 2

These are discussed below.

Residual PCB concentrations in surficial sediment and surface water

Alternatives C and E for OU 2 could achieve greater reductions in average
concentration of contaminants in surficial sediment and in surface water
relative to the No Action and MNR Alternatives (Alternatives A and B,
respectively) - see Table 26 below. Alternatives C and E produce a reduction
in residual PCB concentrations in surface sediment using surface-weighted
averaging after completion, when compared to the No Action or MNR Alternatives.
The estimated surface water concentrations 30-years after remediation is reduced
93 percent for Alternatives C or E relative to No Action and Monitored Natural
Recovery (i.e., 0.19 ng/L versus 2.76 ng/L in Table 26, below). It should be
noted that these estimates do not take into account the already completed
removal of Deposit N that occurred during 1998-1999. Deposit N comprised 32
percent of the mass (i.e., 65 pounds) of PCBs in OU 2. More recent calculation
estimated the average SWAC for OU 2 is 0.61 ppm with the PCB mass from Deposit N
and O removed.

TABLE 26 POST-REMEDIATION SEDIMENT AND SURFACE WATER CONCENTRATIONS IN OU 2

<Table>
<Caption>
ESTIMATED SURFACE WATER
AVERAGE PCB CONCENTRATIONS IN CONCENTRATIONS 30-YEAR'S AFTER
ALTERNATIVE SURFICIAL SEDIMENTS (PPM) REMEDIATION (NG/L)(3)
- ----------------------- ----------------------------- ------------------------------

A, B 0.61(1) 2.76
C, E 0.066(2) 0.19
</Table>
- ----------
1. Value is from November 14, 2002 email from RETEC to WDNR on SWAC values in
OUs 1 - 4

2. Value is from FS Tables 5-4

3. Values are from Table 8-5 B

Time to Reach Acceptable Fish Tissue Concentrations

Reductions in the time required to reach levels safe for human consumption of
fish after implementation of Alternatives C and E relative to the No Action and
Monitored Natural Recovery (MNR) alternatives are listed in Table 27 below.
Recovery times for other human health receptors are presented in the FS, Chapter
8, Table 8-7. Again, these calculations do not consider the removal of Deposit
N, completed by WDNR during 1998-1999.

TABLE 27 TIME TO ACHIEVE ACCEPTABLE FISH TISSUE CONCENTRATIONS FOR WALLEYE IN OU
2 AT 1 PPM

<Table>
<Caption>
ESTIMATED YEARS TO ACHIEVE
-----------------------------
ALTERNATIVES ALTERNATIVES
FISH RECEPTOR RISK LEVEL GOAL C, E A, B
- ------- --------------------------- ------------------------------ ------------ -------------

Walleye Recreational Angler RME Hazard Index of 1.0 4* 40
Walleye High Intake Fish Consumer RME Hazard Index of 1.0 7* 55
Walleye Recreational Angler RME 10(-5) cancer risk level 70* 42
Walleye High Intake Fish Consumer RME 10(-5) cancer risk level 89* 65
</Table>

- ----------
* Does not consider removal of Deposit N.

Data is from FS Table 8-14.

Time to Surface Sediment Concentration Protective of Fish or Other Biota

Alternatives C and E would achieve reductions in the time required to reach
protective levels for ecological receptors, relative to the No Action and MNR
alternatives. For representative receptors, implementation of active remediation
alternatives results in time reduction relative to

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Fox River and Green Bay ROD for OU 1 and OU 2

No Action or MNR as is shown in Table 28, below. Recovery times for additional
ecological receptors and recovery times are presented in the FS, Chapter 8,
Table 8-7. These calculations do not consider removal of Deposit N that occurred
during 1998-1999.

TABLE 28 TIME TO PROTECTIVE LEVELS IN SEDIMENTS FOR REPRESENTATIVE ECOLOGICAL
RECEPTORS IN OU 2.

<Table>
<Caption>
ESTIMATED YEARS TO ACHIEVE
------------------------------
ALTERNATIVES ALTERNATIVES
FISH RECEPTOR RISK LEVEL GOAL C, E A, B
- ----------- --------------------------- --------------------------- ------------ ------------

Carp Carnivorous bird NOAEC 17* 71
Carp Piscivorous mammal NOAEC 34* 100
Sediment Sediment invertebrate TEL 28* 81
</Table>

* Does not consider removal of Deposit N.

Data is from FS Table 8-16.

PCB loadings to downstream areas and total mass contained or removed

Reduction of the PCB load transported over the Little Rapids Dam into the
downstream areas of the Fox River is a measure of the overall protection of
human health and the environment. Reduced PCB loading from OU 2 will ultimately
contribute to reduction of concentrations of PCBs in sediment, water and fish,
and thereby reduce risk to humans and ecological receptors in the Fox River.
Alternatives C or E provide for improvement relative to No Action and MNR.

Summary

No Action and MNR may take 40 to 70 years to reach acceptable fish tissue
concentrations for recreational anglers and may take more than 80 years to reach
safe ecological levels for carp. Surface water WQS will not be met in 100 years.
However, the recovery times may be overestimated, as these estimates do not
consider the removal of Deposit N, which occurred during 1998-1999. Finally,
although Alternatives C or E provide a more protective remedy than the No Action
and MNR alternatives, risks would only be moderately reduced.

The comparative analysis for compliance with Applicable or Relevant and
Appropriate Requirements is substantially the same as discussed for the OU 1
evaluation and is not repeated.

11.2.2 BALANCING CRITERIA FOR OPERABLE UNIT 2

LONG-TERM EFFECTIVENESS AND PERMANENCE

Reduction of Residual Risk

The No Action and MNR alternatives result in a continuation of the degraded
condition of the sediments and surface water quality of OU 2, for at least
several decades. Nevertheless, modeling demonstrates that OU 2 will eventually
recover, due to slow natural decreases in PCB concentrations, primarily due to
burial and dilution.

Alternatives C and E would reduce residual risk through removal of 46,200 cubic
yards of sediments containing approximately 92 kg (about 200 pounds) of PCBs
over an area of 34 acres at the 1 ppm RAL for OU 1. This does result in a
reduction in time required to reach safe human fish consumption rates when
compared to the No Action and MNR Alternatives. However, based on results
already achieved at the Deposit N project with conditions representative of
those present in the remainder of OU 2 (bedrock underlying contaminated

Page 77 of 97

Fox River and Green Bay ROD for OU 1 and OU 2

sediments), it may not be possible to consistently meet the RAL of 1 ppm. The
Deposit N pilot project demonstrated that a significant percentage of PCB
contaminated sediment could be removed, although it did not nor was it designed
to, demonstrate that a consistent reduction in contaminant concentration in
residual sediments was feasible. This is especially true for the portions of OU
2 where "there is bedrock underlying contaminated sediments.

Reliability of Controls

For Alternatives C and E, No Action and MNR, fish consumption advisories and
fishing restrictions can provide limited protection to humans until PCB
concentrations in fish are reduced to the point where the fish consumption
advisories and fishing restrictions can be relaxed or discontinued entirely.

Alternatives C and E permanently remove contaminated sediment from the River,
and can achieve risk reduction as well as reduce the potential of releases by
scour of PCB-contaminated sediments. Alternatives C and E utilize established
technologies and are considered in part to be sufficiently reliable. As
discussed below, dredging does not work well with bedrock underlying shallow
sediment deposits (as is present for most of the sediment deposits in OU 2).

Summary

Based on the above analysis of reduction in residual risk and adequacy and
reliability of controls, Alternative's C and E are marginally better than the No
Action and MNR alternatives but are likely to have difficulty in consistently
achieving the 1 ppm RAL.

IMPLEMENTABILITY

Both the No Action and MNR alternatives are technically feasible, as no active
measures would be taken for the PCB-contaminated sediments.

Technical feasibility for the active remediation alternatives is discussed below
for operational aspects of the alternatives that differ from OU 1.

SEDIMENT PROCESSING/TRANSFER FACILITIES - WDNR and EPA have not determined the
location of the sediment processing/transfer facilities for Alternatives C and
E. Preliminary criteria were utilized to establish a list of preliminary
candidate sites to allow for the preparation of a cost estimate. This analysis
indicates that several access locations would be required due to navigation
impediments by numerous dams and locks between the Appleton dam and Little
Rapids dam. For cost purposes, access locations were assumed in Kimberly, near
Wrightstown and near the Little Rapids dam. Due to the number of access
locations required and the physical barriers presented by the many locks and
dams in this Operable Unit, access limitations would make implementation more
difficult or could require modifications to conventional dredging technologies.

REMOVAL - Alternatives C and E require the dredging of contaminated sediments.
For the majority of OU 2, bedrock underlying contaminated sediments may make
complete removal of contaminated sediment and achieving the Action Level
objective of 1 ppm impracticable. Additionally, due to higher water velocities
for this Operable Unit, a post-dredging sand cover would likely not be effective
in reliably covering post-dredging high concentrations of residual PCBs due to
the greater water velocities.

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Fox River and Green Bay ROD for OU 1 and OU 2

Summary

Alternatives C and E may be difficult to effectively implement due to site
conditions with bedrock underlying contaminated sediments, and the large number
of locks and dams which would limit river access and navigation. Administrative
implementability would be consistent with OU 1.

Cost

Cost includes estimated capital and annual operation and maintenance costs, as
well as total capitol cost. Present worth cost is the total capital cost and
operation and maintenance costs of an alternative over time in today's dollar
value. Cost estimates are expected to be accurate within a range of +50 to -30
percent (This is a standard assumption in accordance with EPA CERCLA guidance.)

The net present worth of the remedial alternatives range from $4.5 million for
No Action to $20.1 million for Alternative C (see Table 29, below).

The comparative analysis for Reduction of Contaminant Toxicity, Mobility, or
Volume through Treatment, and Short-term Effectiveness is substantially the same
as for the OU 1 evaluation and are not repeated.

11.2.3 AGENCY AND COMMUNITY CRITERIA FOR OPERABLE UNIT 2

The comparative analysis for Agency Acceptance and Community Acceptance is
substantially the same as discussed for the OU 1 evaluation and is not repeated.

TABLE 29 COMPARISON OF PRESENT WORTH COSTS FOR OU 2 ALTERNATIVES AT A 1 PPM RAL

ESTIMATED
VOLUME ESTIMATED PRESENT-
REMOVED OR PCB MASS CAPITAL WORTH TOTAL
CONTAINED REMEDIATED COSTS O&M COST COST
(CUBIC YARDS) (POUNDS) ($ MILLIONS) ($ MILLIONS) ($ MILLIONS)
------------- ---------- ------------ ------------ ------------

A - NO ACTION 0 0 0 4.5 4.5
B - MONITORED NATURAL RECOVERY 0 0 0 9.9 9.9
C - DREDGING/PASSIVE DEWATERING/OFF-SITE DISPOSAL 46,200 200 33.8 4.5 20.1
E - DREDGE AND VITRIFICATION 46,200 200 21.7 4.5 17.1

From Section 7 and Appendix H of the FS.

12. PRINCIPAL THREAT WASTES

The National Contingency Plan (NCP) establishes an expectation that treatment
will be used to address the principal threats at a site whenever practical.
Engineering controls, such as on-site or off-site containment, may be used for
wastes that pose a relatively low long-term threat or where treatment is
impractical (NCP Section 300.430(a)(1)(iii) and Superfund Publication
9380.3-06FS, November 1991 "A Guide to Principal Threat and Low Level Threat
Wastes").

The concept of principal threat and low-level threat wastes is applied on a
site-specific basis when characterizing source material. Source material is
defined as material that includes or contains hazardous substances, pollutants,
or contaminants that act as a reservoir for migration of contamination to
groundwater, to surface water, to air, or acts as a source for direct

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Fox River and Green Bay ROD for OU 1 and OU 2

exposure. In the Lower Fox River and Green Bay Site, the contaminated sediment
are source materials.

Principal threat wastes are those source materials considered to be highly toxic
or highly mobile which cannot be reliably contained or that would present a
significant risk to human health or the environment should exposure occur. The
manner in which principal threats are addressed generally will determine whether
the statutory preference for treatment as a principal element is satisfied.
Although USEPA has not established a threshold level of toxicity/risk to
identify a principal threat waste, generally where toxicity and mobility of
source material combine to pose a potential risk of 10(-3) or greater the
source material is considered principal threat waste.

With respect to the Fox River sediments in OU 1, some PCB concentrations create
a risk in the range of 10(-3) or more. The preference for treatment outlined
above applies to these particular sediments. However, it would be impracticable
to closely identify, isolate and treat these principal threat wastes
differently than the other PCB sediments in OU 1. The dredging technology that
will be employed to accomplish the OU 1 remedy does not distinguish among
gradations of contamination in source materials. Nevertheless, at the conclusion
of the OU 1 remedy the source materials (and principal threat wastes) will have
been removed from the River, dewatered, and deposited in a landfill. In so doing
the mobility of the principal threat wastes will have been greatly reduced.

13. SELECTED REMEDY

13.1 THE SELECTED REMEDY

The selected remedy for OU 1 is alternative C2. This remedy includes removal,
dewatering, and off-site disposal of an estimated 784,200 cubic yards of
PCB-contaminated sediment from OU 1 (Little Lake Butte des Morts) with PCB
concentrations greater than 1 ppm. These sediments are estimated to contain
approximately 1,715 kg (about 3,770lbs) of PCBs, or approximately 90 percent of
the total PCB mass in OU 1.

The selected remedy for OU 2 is Alternative B, Monitored Natural Recovery and
Institutional Controls.

Summary and Description of the Rationale for the Selected Remedy

The summary of the rationale for the selected remedy will be addressed for each
Operable Unit. The following sections discuss specifics of how the selected
alternative would be implemented at each OU. Five-year reviews will be conducted
of remedial activities at each OU to determine remedy effectiveness.

OPERABLE UNIT 1 - LITTLE LAKE BUTTE DES MORTS, ALTERNATIVE C2 - Alternative C2
includes the removal of sediment with PCB concentrations greater than the 1.0
ppm remedial action level (RAL) using an environmental dredge, followed by
dewatering and off-site disposal of the sediment. The total volume of sediment
to be dredged in this alternative is approximately 784,200 cy.

- - SITE MOBILIZATION AND PREPARATION. The staging area for this OU will be
determined during the design stage. Site preparation at the staging area
will include collecting soil samples, securing the onshore property area
for equipment staging, and constructing the mechanical sediment dewatering
facility, water treatment facilities, and sediment storage and truck
loading areas. A docking facility for dredging may need to be constructed.
Assuming a

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staging area can be found south of the railroad bridge, a separate staging
area for the dredge when operating north of the railroad bridge may be
needed. This facility would be used solely for the purpose of docking
dredging equipment -- any dredge slurry will be pumped to southern staging
area.

- - SEDIMENT REMOVAL. Sediment removal will be conducted using a dredge (e.g.,
cutterhead or horizontal auger or other method). Given the volumes and
operating assumptions described in the FS, completing the removal effort
is estimated to take approximately six years for OU 1. For a dredging
removal, in-water pipelines will carry the slurry from the dredging area
to the staging area for dewatering. For longer pipeline runs, it would be
necessary to utilize in-line booster pumps to pump the slurry to the
dewatering facility. If necessary, silt curtains around the dredging area
may be used to minimize sediment resuspension downstream of the dredging
operation. Buoys and other waterway markers will be installed around the
perimeter of the work area. Other activities associated with sediment
removal will be water quality monitoring, post-removal sediment surveys,
and site restoration.

- - SEDIMENT DEWATERING. Removal using dredging technologies will require
mechanical dewatering requiring land purchase or access, site clearing,
and possibly construction of temporary holding ponds. Dewatering
techniques would likely be similar to the mechanical processes used for
both Lower Fox River demonstration projects, including a series of shaker
screens, hydrocyclones, and belt filter presses.

- - WATER TREATMENT. Water treatment will require the purchase of equipment
and materials for flocculation, clarification, and sand filtration. Water
treatment will be conducted 24 hours per day, 7 days per week during the
dredging season. Discharge water for hydraulic dredging is estimated at
570,000 gallons per day. Daily discharge water quality monitoring is
included in the cost estimate. Treated water will be sampled and analyzed
to verify compliance with the appropriate discharge requirements. Carbon
filtration will likely be necessary.

- - SEDIMENT DISPOSAL. Sediment disposal includes the loading and
transportation of the sediment to an NR 500 landfill with TSCA approval
(needed for sediment if concentrations are over 50 mg/kg PCB) after
mechanical dewatering. The sediment will be loaded using a front-end
loader into tractor-trailer end dumps fitted with bed liners or sealed
gates. Each load will be manifested and weighed. The haul trucks will pass
through a wheel wash prior to leaving the staging area to prevent the
tracking of soil onto nearby streets and highways.

- - INSTITUTIONAL CONTROLS AND MONITORING. Baseline monitoring will include
pre- and post-remedial sampling of water, sediment, and biological
tissue. Monitoring during implementation will include air and surface
water sampling. Verification monitoring to confirm that PCB contamination
has been removed to the RAL may include surface and subsurface sediment
sampling. Long-term monitoring will include surface water, biological
tissue, and possibly surface sediment sampling. The types and frequency of
pre-construction monitoring will be developed during remedial design.
Plans for monitoring during and after construction will be developed
during the remedial design and modified during and after construction as
appropriate. Institutional controls may include access restrictions, land
use or water use restrictions, dredging moratoriums, fish consumption
advisories, and domestic water supply restrictions. Land and water use
restrictions and access restrictions may require local or state
legislative action to prevent inappropriate use or development of
contaminated areas.

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- - ACHIEVEMENT OF REMEDIAL ACTION LEVEL OBJECTIVE. The mass and volume to be
remediated will be based on setting a dredge elevation based on a RAL of 1
ppm while achieving a SWAC of 0.25 ppm for OU 1. The success of the
selected remedy for OU 1 will be evaluated based_on a SWAC of 0.25 ppm
with samples taken from 0-10 cm depth. This is discussed further in
section 13.3.

OPERABLE UNIT 2 - APPLETON TO LITTLE RAPIDS, ALTERNATIVE B - The MNR alternative
will include a 40-year monitoring program as is discussed in the FS for
measuring PCB and mercury levels in water, sediment, invertebrates, fish, and
birds. The monitoring program will be developed to effectively measure
achievement of and progress toward the RAOs. In summary, the monitoring program
will include:

- - Surface water quality sampling to determine the downstream transport of
PCB mass into Green Bay;

- - Fish and waterfowl tissue sampling to determine the residual risk of PCB
and mercury consumption to human receptors;

- - Fish, bird, and zebra mussel tissue sampling to determine the residual
risk of PCB uptake to environmental receptors;

- - Population studies of bald eagles and double-crested cormorants to assess
the residual effects of PCBs and mercury on reproductive viability; and

- - Possible surface sediment sampling in MNR areas to assess potential
recontamination from upstream sources and the status of natural recovery.

The types and frequency of pre-construction monitoring will be developed during
MNR long term monitoring plan design. Plans for monitoring will be developed
during the remedial design and modified during and after the upstream
construction in OU 1, as appropriate.

Until the RAOs have been achieved, existing institutional controls will have to
be maintained to help prevent exposure of human receptors to contaminants.
Institutional controls may include access restrictions, land use or water use
restrictions, dredging moratoriums, fish consumption advisories, and domestic
water supply restrictions. Land and water use restrictions and access
restrictions may require local or state legislative action to prevent
inappropriate use or development of contaminated areas. Deposit DD, an area in
OU 2 of greater contamination, will be addressed as part of the active
remediation at adjacent OU 3.

13.2 SUMMARY OF THE ESTIMATED COSTS OF THE SELECTED REMEDY

The total estimated present-worth cost of the selected remedy is $76.1 million.
This is an engineering cost estimate that is expected to be within +50 to -30
percent of the actual project cost (based on year 2001 dollars). Changes in the
cost elements are likely to occur as a result of new information and data
collected during the remedial design. Major changes may be documented in a
memorandum in the administrative record, an Explanation of Significant
Difference (ESD), or a ROD amendment.

13.3 CLEANUP STANDARDS AND OUTCOMES FOR THE SELECTED REMEDY

The selection of a remedy was accomplished through the evaluation of the nine
criteria as specified in the NCP. A remedy selected for a site must be
protective of human health and the environment, comply with ARARs (or justify a
waiver) and offer the best balance of tradeoffs with respect to the balancing
and modifying criteria in the NCP.

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Through the analyses conducted for the RI/FS, WDNR and EPA have determined that
there is an unacceptable risk to human health and the environment from the
consumption of fish from the Fox River. It has also been determined that the
unacceptable risk will continue for many decades without active remediation of
the PCB-contaminated sediments in OU 1.

13.3.1 ACHIEVING CLEANUP STANDARDS

WDNR and EPA believe the removal of sediments with PCB concentrations greater
than the 1.0 ppm RAL in OU 1 is important to achieving the timely reduction of
risks to an acceptable level. WDNR and EPA envision that all sediment
contaminated at concentrations above the RAL in OU 1 will be removed. Therefore,
this ROD provides that under certain circumstances a sand cover may be used to
supplement the primary dredging remedy in order to reach the risk reduction
targets. Pre-remediation sampling and characterization efforts will define a
spatial "footprint" (both horizontally and vertically) of the sediment in OU 1
that has a concentration of PCBs greater than 1 ppm. It is this footprint that
is targeted for removal by dredging. If dredging is able to achieve this result
(i.e., remove all sediments with PCB concentrations greater than 1 ppm), the
active remediation portion of the OU 1 remedy will be complete.

However, if after dredging is completed for OU 1, sampling shows that the 1 ppm
RAL has not been achieved, a SWAC of 0.25 ppm may be used to assess the
effectiveness of PCB removal. If that SWAC of 0.25 ppm has not been achieved for
OU 1, then the remedy provides certain options to further reduce risk. The first
option is that additional dredging may be undertaken to ensure that all
sediments with PCB concentrations greater than the 1 ppm RAL are removed
throughout the particular deposit. A second option would be to place a sand
cover on dredged areas to reduce surficial concentrations such that a SWAC of
0.25 ppm for OU 1 is achieved.

EXPLANATION OF REMEDIAL ACTION LEVEL, SURFACE WEIGHTED AVERAGE CONCENTRATION AND
SEDIMENT QUALITY THRESHOLD.

The term Remedial Action Level ("RAL") refers to a PCB concentration in sediment
used to define an area or volume of contaminated sediment that is targeted for
remediation. In other words, this ROD calls for the removal by dredging of all
sediment in OU 1 that has a PCB concentration of greater than 1 ppm. If all
sediment with a concentration greater than the 1 ppm RAL is removed, then it is
expected that the residual Surface Weighted Average Concentration ("SWAC") of
sediment will be 0.19 ppm in OU 1. The SWAC in this instance is less than the
RAL because the SWAC is calculated as an average concentration over the entire
OU 1, after the removal of sediment from discrete areas ("deposits") which are
above the RAL and includes averaging over areas in which there are surface
concentrations less that the RAL. SWAC calculations are discussed in section 5
of the FS.

The term "Sediment Quality Threshold" (SQT) refers to the PCB concentration in
the sediment that is protective of specified human and ecological receptors.
SQTs vary depending on the sensitivity of the particular receptor (e.g.,
recreational anglers, "high intake" fish consumers, walleye, mink, etc.). Put
another way, if the remediation called for in this ROD results in a sediment
concentration at or below the SQT, then the risk to specified human and
ecological receptors will have been reduced to a safe level. It is important to
understand that immediately upon the completion of the dredging, it is not
expected that the SQT will be achieved. Instead, it is contemplated that the SQT
will be met only after the river is allowed a certain amount of time to
"recover" through natural processes following active dredging.

13.3.2 EXPECTED OUTCOMES OF SELECTED REMEDY AND RAL RATIONALE

RAOs were developed to provide relative comparisons for different remedial
alternatives. RAO 1 relates to achieving surface water quality standards. RAOs 2
and 3 relate to protectiveness for human and ecological receptors. RAO 4
evaluates long-term relative releases to Green

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Bay and Lake Michigan, and RAO 5 considers short term releases from potential
remedies themselves.

RAO 1 may not be achieved in the foreseeable future due to the very stringent
goals for PCBs acceptable in surface waters, but nevertheless significant risk
reduction will occur (Table 13). Recovery times estimated for RAOs 2 (i.e.,
protection of human health) and 3 (i.e., protection of ecological receptors)
indicate that they will be met well within the defined goals. RAO4 relates to
loading of Green Bay and Lake Michigan and indirectly relate to OUs 1 and 2.
However, reductions of loadings from removal of contaminants in OU 1 will
significantly reduce contaminant migration downstream and will therefore
contribute to achieving RAO4. RAO5 is achievable with conventional removal
environmental removal technologies for OU 1 and does not apply to OU 2.

RAOs 2 and 3 are evaluated in the alternative-specific Risk Assessment in the
FS by estimating the time required to reach the protectiveness criteria
for-human health (i.e., removal of fish advisories) and the time required to
reach the protectiveness criteria for ecological receptors for no removal and
for different remedial action levels for contaminant removal.

A PCB concentration of 1 ppm has been selected as the appropriate Remedial
Action Level based on the its ability to achieve Remedial Action Objectives
(RAOs) in surface water and for human health and ecological receptors within a
reasonable timeframe relative to the anticipated costs. Exposures to PCB
sediment concentrations above 1 ppm must be eliminated in order to achieve a
protective Surface Weighted Average Concentration (SWAC) within a reasonable
timeframe. This RAL will also reduce and minimize surface water concentrations
and the release of contaminants to downstream areas of the Fox River. Studies
conducted as part of the Lower Fox River and Green Bay RI/FS indicate that a 1
ppm RAL shows the greatest decrease in projected surface water concentrations
relative to the other action levels.

PCB RALs of No Action, 5.0 ppm, 0.5 ppm, 0.25 ppm, and 0.125 ppm were also
evaluated. However, those RALs greater than 1 ppm would require a significant
amount of additional time to achieve the RAOs for the Site. For those RALs less
than 1 ppm: the RAOs would not necessarily be achieved sooner than the 1 ppm
RAL. The RAOs considered in determination of the RAL are discussed below for
Operable Units 1 and 2. It is important to note that the absolute numbers have
uncertainty inherent with model predictions, however relative differences among
the RALs are reliable

Justification for Operable Unit 1 Remedial Action Level of 1.0 ppm

Figure 5 shows our modeling analysis of sediment RALs in comparison with the
Surface Weighted Average Concentrations (SWACs) which will result from the
cleanup at the selected 1 ppm RAL. Modeling suggests that a 1 ppm RAL can
achieve an estimated 0.185 ppm PCB SWAC for OU 1 (Figure 5 below). Selecting a
sediment RAL of 1 ppm clearly stands out as the most effective RAL because the
risk declines significantly in a reasonable time period (see figures 6 and
figure 7). This will result in reaching risk reductions in the years estimated
in Table 30, below.

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FIGURE 5 REMEDIAL ACTION LEVELS AND ESTIMATED SWACS FOR EVALUATED RALs FOR OU 1
(FROM FS TABLE 5-4)

ACTION LEVELS &
OU 1 SWACs

[LINE GRAPH]

POTENTIAL REMEDIAL ACTION LEVELS

As shown in Table 30 below, modeling suggests that a sediment RAL of 1.0 ppm,
and a SWAC of 0.185 ppm will lead to fairly rapid declines in PCB fish tissue
concentrations. Using the 1 ppm RAL, Table 30 projects the number of years until
the risk of fish ingestion/consumption declines to acceptable levels for
different consumers.

TABLE 30 ESTIMATED YEARS TO REACH HUMAN HEALTH AND ECOLOGICAL THRESHOLDS TO
ACHIEVE RISK REDUCTION FOR THE OPERABLE UNIT 1 AT A RAL OF 1.0 PPM

ESTIMATED
FISH RECEPTOR RISK LEVEL GOAL YEARS
- ---------- ------------------------- -------------------------- ---------

Walleye Recreational Angler RME Hazard Index of 1.0 <1

Walleye High Intake Fish Consumer RME Hazard Index of 1.0 4

Walleye Recreational Angler RME 10(-5) cancer risk level 9

Walleye High Intake Fish Consumer RME 10(-5) cancer risk level 14

Carp Carnivorous bird NOAEC 14

Carp Piscivorous mammal NOAEC 29

A 1 ppm RAL shows the greatest decrease in projected surface water
concentrations. Figure 6 shows model estimates for PCB surface water
concentration 30 years after remediation are 2.99 ng/L for No Action, 1.67 ng/L
for 5 ppm, and 0.18 ng/L for 1 ppm, which is the largest relative drop.
Additional declines for projected surface water concentrations for RAL less than
1 ppm are relatively minimal: 0.13 ng/L, 0.05 ng/L and 0.04 ng/L, respectively
for 0.5 ppm, 0.25 ppm and 0.125 ppm RALs. In other words, selection of an RAL
less than 1 ppm would only marginally reduce the SWAC and would only marginally
reduce surface water concentrations. Thus, a comparison of various RALs shows
the 1 ppm RAL has the greatest relative post-remediation decrease in surface
water concentrations.

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FIGURE 6 ESTIMATES OF SURFACE WATER PCB CONCENTRATIONS FOR THE EVALUATED RALs 30
YEARS AFTER COMPLETION OF REMEDIAL ACTIVITIES FOR OU 1

SURFACE WATER PCB CONCENTRATIONS
FOR OU 1
30 YEARS POST-REMEDIATION

[BAR GRAPH]

As shown in Figure 7, a 1 ppm RAL shows similar relative decreases in relation
to acceptable fish tissue concentrations for walleye. Figure 7 shows that for
RAL concentrations greater than 1 ppm, significantly more years will elapse
before the risk of fish consumption declines to acceptable levels. The time that
it would take to acceptable fish tissue concentrations are 51 years for No
Action, 29 years at a RAL of 5 ppm and less than 1 year for a RAL of 1 ppm. The
time needed to reach acceptable fish tissue concentrations for RALs less than 1
ppm (0.5 ppm, 0.25 and 0.125 ppm) are almost indistinguishable from the 1 ppm
level. Other species of fish show similar reductions and are discussed in detail
in the Feasibility Study Chapter 8. Figure 7 clearly shows that there is limited
risk reduction achieved by selecting an RAL of less than 1 ppm.

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FIGURE 7 TIME TO ACHIEVE ACCEPTABLE FISH TISSUE CONCENTRATIONS FOR OU 1

TIME TO ACHIEVE ACCEPTABLE FISH TISSUE
LEVELS FOR OU 1

[BAR GRAPH]

Safe fish consumption by birds showed similar relative reductions for 1 ppm
versus other potential cleanup levels (Figure 8). For fish eating birds, the
time needed to reach safe fish consumption is 100 years for No Action, 67 years
for a 5 ppm RAL, 14 years for a 1 ppm RAL (the greatest relative reduction in
time), and 9 years for 0.5 ppm RAL. Thus, similar to the earlier figures, the 1
ppm RAL provides the greatest relative reduction of time to ecosystem recovery.

FIGURE 8 TIME TO SAFE FISH CONSUMPTION BY BIRDS IN OU 1

TIME TO SAFE FISH CONSUMPTION
FOR OU 1 (FISH EATING BIRDS)

[BAR GRAPH]

A 1 ppm RAL is also the most protective based on estimates of downstream
loadings (i.e., movement and migration of PCBs into other areas of the River
and eventually Green Bay). Downstream loadings of PCBs from OU 1 relative to
remedial activities, are as follows: No

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Fox River and Green Bay ROD for OU 1 and OU 2

Action - 11.33 kg/year, 5 ppm - 6.35 kg/year, 1 ppm - 0.66 kg/year, 0.5 ppm -
0.49 kg/year, 0.25 ppm - 0.18 kg/year, 0.125 ppm - 0.15 kg/year (Figure 9). The
RAL of 1 ppm provides the greatest decrease in downstream loadings relative to
the other RALs. Like earlier Figures, Figure 9 shows clearly that, with respect
to downstream loadings, the 1 ppm RALs level achieves the most reduction.

FIGURE 9 RALs AND DOWNSTREAM LOADINGS IN OU 1

ACTION LEVELS &
OU 1 DOWNSTREAM LOADINGS

[BAR GRAPH]

POTENTIAL REMEDIAL ACTION LEVEL

In summary, the 1 ppm RAL shows the greatest relative improvement for all the
pertinent RAOs resulting in a protective and cost effective cleanup level for
OU 1.

Justification for Monitored Natural Recovery for OU 2

WDNR and EPA have determined that Monitored Natural Recovery (MNR) for OU 2 is
sufficiently protective of human health and the environment. However, because of
Deposit DD proximately to OU 3, the decision on whether to remediate this
deposit will be deferred until the ROD for OU 3 is prepared.

The mass of PCBs and volume of contaminated sediments in OU 2 is approximately
109 kg and 339,200 cubic yards, respectively, for all deposit and interdeposit
sediments. This is a small portion (2.4 percent) of the PCB mass and sediment
volume in the entire 39 miles of the Lower Fox River, which includes 29,855 kg
(66,050 pounds) and 14,061,100 cy, respectively. The 20-miles River reach of OU
2 is a relatively long stretch of the River and includes 22 deposits with
relatively small sediment volume and PCB mass. Within OU 2, the deposits with
the two largest masses are Deposit N (30 kg [65 pounds]) and Deposit DD (34 kg
[74 pounds]). These two deposits account for 58 percent of the total PCB mass in
this reach; a majority of the PCB mass at Deposit N was removed during the pilot
project at that location, and the agencies will evaluate the feasibility of
remediating Deposit DD as part of the OU 3 ROD. Because the removal of all the
material from Deposit N is not reflected in the volume estimates in the RI/FS,
risk for this reach may be overestimated. An evaluation of sediment volumes
within individual deposits in OU 2 shows there are no deposits with a sediment
volume greater than 10,000 cy having a PCB concentration above the 1.0 ppm
action level. This demonstrates that the areas within this Operable Unit needing
remediation are relatively few and that the risk of exposure from one of

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Fox River and Green Bay ROD for OU 1 and OU 2

these areas with higher concentration is low. In addition, the SWAC for OU 2,
with no active remediation, is 0.61 ppm. This existing SWAC is close to the 0.25
ppm SWAC goal of OU 1.

In addition to the small physical size and the small quantity of PCB mass within
the deposits in this reach, there are numerous impediments, such as the presence
of several dams, the physical characteristics of the River in this reach, and
the lack of good staging areas, that would cause difficulties in implementation
and in mobilizing and operating dredging equipment. These same features also
limit the ability to effectively cap the areas within this reach. These
impediments would necessitate multiple staging areas. The cost estimate for
dredging within this reach at the 1.0 ppm action level is $20.2 million to
remove 46,200 cy of contaminated sediment. The cost to remediate this river
sediment would be almost $440 /cy.

In addition to the above practical considerations, achieving of contaminant
concentration (i.e., risk) reductions would be more difficult for dredging areas
where bedrock immediately underlies contaminated sediment. Results on projects
such as Deposit N or projects with similar conditions (e.g., Manistique
River/Harbor) support the idea that achieving reductions in contaminant
concentrations would be difficult. Thus, a dredging remedy for a large portion
of this reach would be expected to be less effective and could be more costly
for likely only modest risk reduction.

13.4 CONTINGENT REMEDY-IN SITU CAPPING (I.E., "PARTIAL CAPPING" OR "SUPPLEMENTAL
CAPPING")

WDNR and EPA have selected alternative C as identified in the proposed plan and
the RIFS as the selected alternative. However, during the RIFS public comment
period, the Agencies received numerous comments relating to the viability of
capping as a possible remedy. Based on these public comments, WDNR and EPA have
developed this contingent remedy that may supplement the selected remedy in
certain circumstances. This contingent remedy may only be implemented if it
meets the following requirements:

1. The contingent remedy, consisting of a combination of dredging and
capping, shall provide the same level of protection to human health and
the environment as the selected remedy,

2. This contingent remedy must be less costly than the selected remedy to be
implemented,

3. This contingent remedy shall not take more time to implement than the
selected remedy,

4. This contingent remedy shall comply with all necessary regulatory,
administrative and technical requirements discussed below, and

5. The capping contemplated in this contingent remedy will not be permitted
in certain areas of OU 1:

- No capping in areas of navigation channels (with an
appropriate buffer zone).

- No capping in areas of infrastructure such as pipelines,
utility easements, bridge piers, etc (with appropriate buffer
zone).

- No capping in areas with PCB concentrations exceeding TSCA
levels.

- No capping in shallow water areas (bottom elevations which
would result in a cap surface at elevation greater than -3 ft
chart datum for OU 1 without prior dredging to allow for cap
placement.

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13.5 BASIS FOR IMPLEMENTING THE CONTINGENT REMEDY (OU 1)

Use of this contingent remedy may be employed in OU 1 to supplement the selected
dredging remedy if one or both of the following criteria are demonstrated. The
decision as to whether one or both of the criteria below have been met will be
determined solely by the EPA and WDNR.

1) Based on sampling results taken after a sufficient amount of OU 1 dredging
of contaminated sediment deposits (e.g., dredging of deposits A/B, C, and
POG), it can be predicted with a high degree of certainty that a PCB SWAC
of 0.25 ppm would not be achieved for OU 1 by dredging alone, or

2) Capping would be less costly than dredging in accordance with the
protectiveness provisions and the nine criteria in the National
Contingency Plan (40 CFR 300.430).

In addition to capping areas of OU 1 the selected dredging remedy would still be
completed in areas not capped. Based on estimates in the Feasibility Study, and
due to limitations on where capping could be done, capping would be limited to
less than 25 percent of the total volume of contaminated sediments in OU 1.
Selection and implementation of this contingency would be documented in an
Explanation of Significant Differences (ESD).

It should be noted that if dredging alone achieves cleanup standards; and the
contingent remedy is not shown to be more cost-effective than dredging alone,
then capping would not be implemented.

13.6 DESCRIPTION OF CONTINGENT REMEDY

the Contingent Remedy which may supplement the selected remedy, consists of the
following components:

- - CAP DESIGN. Cap construction specifications would be determined during
design. Although the Feasibility Study envisioned a cap composed of 20
inches of sand overlain with 12 inches of large cobble "armor" to provide
erosion protection, the final cap design would be based on predicted
performance. The final cap design must have sufficient thickness to ensure
containment of contaminants, resistance to burrowing organisms, and
"armoring" to provide sufficient permanence and resistance to erosion and
scour.

- - DEMOBILIZATION AND SITE RESTORATION. Demobilization and Site restoration
would require removing all capping-related equipment, fencing, facilities,
etc., from staging and work areas.

- - MONITORING. Operation and maintenance monitoring would be required to
ensure proper placement, maintenance of cap integrity, and isolation and
containment of contaminants. For this type of capping, monitoring would be
performed to ensure that the cap is placed as intended, necessary capping
thickness is maintained, and contaminants are contained and do not become
bioavailable. In addition to other dredging-related monitoring, cap
monitoring would include bathymetric or side-scan sonar profiling,
sediment and cap sampling, and capture and analysis of pore water that may
migrate through the cap, as well as diver inspections to ensure that the
cap is intact and containing contaminants.

- - INSTITUTIONAL CONTROLS. Institutional controls may include deed
restrictions, Site access and anchoring limitations, and continuation of
fish and waterfowl consumption advisories as appropriate. Access
restrictions could include limitation on the use or development of capped
areas, possibly requiring local or State legislative action. These
controls and limitations are intended to ensure the permanence of the cap
and to minimize re-exposure and/or migration of contaminants.

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13.7 ESTIMATED COSTS OF THE CONTINGENT REMEDY

Costs would be determined prior to implementation of capping. Estimates of
capping costs would be documented in an Explanation of Significant Difference
(ESD).

14. STATUTORY DETERMINATIONS

Under CERCLA Section 121 and the NCP, the remedies that are selected for
Superfund sites must be protective of human health and the environment, comply
with applicable or relevant and appropriate requirements (unless a statutory
waiver is justified), be cost effective, and utilize permanent solutions and
alternative treatment technologies or resource recovery technologies to the
maximum extent practicable. In addition, CERCLA includes a preference for
remedies that employ treatment that permanently and significantly reduces the
volume, toxicity or mobility of hazardous wastes as a principal element and a
bias against off-site disposal of untreated wastes. The following sections
discuss how the selected remedy meets these statutory requirements.

14.1 PROTECTION OF HUMAN HEALTH AND THE ENVIRONMENT

Implementation of the selected remedy will adequately protect human health and
the environment through the removal and off-site disposal of PCB-contaminated
sediment and the monitoring of the natural recovery of PCB contaminated sediment
that is left in place. The selected remedy will target a sediment clean up level
of 1.0 ppm in OU 1. This residual risk posed by this action level in OU 1 in
years to reach human health and ecological thresholds are presented in Table 30
above. This table indicates that for the selected Action Level of 1.0 ppm, fish
advisories for acceptable fish tissue concentrations in walleye would be
achieved in 1 to 14 years.

The SWAC value in OU 2 will be 0.61 ppm. Implementation of the selected
alternative in OU 1 and OU 2 will result in PCB concentrations within acceptable
risk ranges over time. The selected remedy does not pose unacceptable short-term
risk.

14.2 COMPLIANCE WITH ARARs

Section 121(d) of CERCLA requires that Superfund remedial actions meet ARARs.
The selected remedy will comply with the ARARs listed in Table 31.

14.2.1 POTENTIAL CHEMICAL-SPECIFIC ARARs

Toxic Substances Control Act (TSCA)

TSCA establishes requirements for the handling, storage, and disposal of
PCB-containing materials equal to or greater than 50 ppm. TSCA is an ARAR at the
Site with respect to any PCB-containing materials with PCB concentrations equal
to or greater than 50 ppm that are removed from the Site.

Clean Water Act

Federal surface water quality standards are adopted under Section 304 of the
Clean Water Act where a state has not adopted standards. These federal
standards, if any, are ARARs for point discharges to the River. Related to these
standards are the federal ambient water quality criteria. These criteria are
non-enforceable guidelines that identify chemical levels for surface

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waters and generally may be related to a variety of assumptions such as use of a
surface water body as a water supply. These criteria may be TBCs for this Site.

Ground-water Quality Standards

State ground-water quality standards for various substances are set forth in
chapter NR 140, Wisconsin Administrative Code (WAC). In general, sections NR
140.24 and NR 140.26 require preventive action limits (PALs) to be achieved to
the extent it is technically and economically feasible to do so. In the
remediation context, the NR 140 groundwater quality standards are to be achieved
within a reasonable timeframe. Natural attenuation is allowed as a remedial
method where source control activities have been undertaken and where
groundwater quality standards will be achieved within a reasonable period of
time. The ground-water quality standards constitute ah ARAR

Soil Cleanup Standards

The State of Wisconsin has adopted generic, site-specific, and performance-based
soil cleanup standards. These regulations allow the party conducting the
remedial action to select which approach to apply. The generic soil standards
are divided into those necessary to protect the ground-water quality and those
necessary to prevent unacceptable, direct contact exposure. Generic soil
standards, based on conservative default values and assumptions, have been
adopted only for a few substances, none of which are relevant to the Site.
Site-specific soil standards depend upon a variety of factors, including local
soil conditions, depth to groundwater, type of chemical, access restrictions,
and current and future use of the property. These site-specific soils standards
also may be adjusted based on an assessment of the site-specific risk presented
by the chemical constituents of concern. With respect to the Site, the soil
standards constitute an ARAR.

Surface Water Quality Standards

The State of Wisconsin has promulgated water quality standards that are based on
two components: 1) use designation for the water body; and, 2) water quality
criteria. These standards, designations, and criteria are set forth in chapters
NR 102 to NR 105, WAC. The state also has rules for applying the water quality
standards when establishing water-quality-based effluent limits (chapters NR
106 and NR 207, WAC). The state water quality standards are used in making water
management decisions and controlling municipal, business, land development, and
agricultural activities (section NR 102.04, WAC). In the remediation context,
surface water quality standards are applicable to point source discharges that
may be part of the remedial action. Further, to the extent that the remedial
work is conducted in or near a water body, such work is to be conducted so as to
prevent or minimize an exceedance of a water quality criterion (in chapters NR
102 to 105, WAC).

As recognized in the WDNR's sediment guidance (1995), the water quality
standards are goals to be used in guiding the development of the sediment
remediation work. As a goal, but not a legal requirement, the water quality
standards as applied to the remediation of sediment contamination constitute a
TBC.

In addition, the NCP states that, in establishing Remedial Action Objectives
(RAOs), water , quality criteria established under the Clean Water Act (WQSs in
Wisconsin), shall be attained where "relevant and appropriate under the
circumstances of the release." 40 CFR 300.430(e)(2)(I)(E).

WDNR and EPA have determined that WQSs, while relevant to sediment clean up
RAOs, are not appropriate for direct application at this time. Calculating a
site-specific sediment quality standard from a WQS using current scientific
methods such as equilibrium partitioning is very uncertain. Moreover, the EPA's
1996 Superfund PCB clean up guidance directly addresses

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Fox River and Green Bay ROD for OU 1 and OU 2

sediment clean up targets using water quality criteria. The guidance suggests
using equilibrium partitioning to develop a sediment criteria and then compare
it to risk based clean up numbers for establishing an RAO. If the guidance
considered a derived sediment quality number to be an ARAR, it would be directly
applied to each alternative as a threshold criteria. Therefore, WQSs are not
ARARs and are not a threshold criteria for selecting an alternative for the
Site.

14.2.2 POTENTIAL ACTION-AND LOCATION-SPECIFIC ARARS

Wisconsin Statutes Chapter 30

Chapter 30 of the Wisconsin Statutes requires permits for work performed in
navigable waterways, or on or near the bank of such a waterway. For remediation
that is conducted under CERCLA, only the substantive provisions set forth in
Chapter 30 (but not the procedural requirements for obtaining a permit) must be
satisfied. In general, the substantive provisions address minimizing any adverse
effects on the waterway that may result from the work. This includes chapter NR
116, Wisconsin's Floodplain Management Program. The substantive provisions are
action-specific ARARs.

Section 10 - Rivers and Harbors Act; Section 404

CLEAN WATER ACT. Section 404 of the Clean Water Act requires approval from the
USACE for discharges of dredged or fill material into waters of the United
States, and Section 10 of the Rivers and Harbors Act requires approval from the
USACE for dredging and filling work performed in navigable waters of the United
States. As the Fox River is a water of the United States, these statutes might
implicate action-specific ARARs for dredging/filling work that may be conducted
in the River. Under the Fish and Wildlife Coordination Act, the USACE must
coordinate with the Fish and Wildlife Service regarding minimization Of effects
from such work. The work would be subject to the substantive environmental law
aspects of permits under these statutes, which would be ARARs. Permits are not
required for remediation that is implemented under the authority of CERCLA.

Floodplain and Wetland Regulations and Executive Orders 11988 and 11990

The requirements of 40 CFR section 264.18 (b) and Executive Order 11988,
Protection of Flood Plains, are relevant and appropriate to action on the Site.
Executive Order 11990 (Protection of Wetlands) is an applicable requirement if
there are any wetlands present in the areas to be remediated.

National Historic Preservation Action (NHPA), 16 U.S.C. 470 et seq

The National Historic Preservation Act (NHPA) provides protections for historic
properties (cultural resources) on or eligible for inclusion on the National
Historic Register of Historic Places (see 36 CFR Part 800). In selecting a
remedial alternative, adverse effects to such properties are to be avoided. If
any portion of the Site is on or eligible for the National Historical Register,
the NHPA requirements would be ARARs.

Endangered Species

Both State and Federal law have statutory provisions that are intended to
protect threatened or endangered species [i.e., Endangered Species Act (Federal)
and Fish and Game (State)]. In general, these laws require a determination as to
whether any such species (and its related habitat) reside within the area
where an activity under review by governmental authority may take place. If the
species is present and may be adversely affected by the selected activity, where
the adverse effect cannot be prevented, the selected action may proceed. If
threatened or endangered species exist in certain areas of the Fox River, these
laws may constitute an action-specific ARAR. At the Site, the queen snake as
well as several plant species were noted by WDNR to be endangered/rare resources
occurring within or near the Site.

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Fox River and Green Bay ROD for OU 1 and OU 2

Management of PCBs and Products Containing PCBs

Wisconsin regulations (i.e., Chapter NR 157, WAC, "Management of PCBs and
Products Containing PCBs" that was adopted pursuant to section 299.45. Wisconsin
Statutes) which establish procedures for the storage, collection, transport, and
disposal of PCB-containing materials also apply to remedial actions taken at the
Site.

Solid Waste Management Statutes and Rules (Chapter 289, Wisconsin Statutes and
chapters NR 500-520 & NR 600-685, WAC) establish standards that apply to the
collection, transportation, storage and disposal of solid and hazardous waste.

It is not expected that federal Resource Conservation and Recover Act (RCRA) or
state regulations governing hazardous waste management will be applicable at
this Site.

TSCA - Disposal Approval

TSCA regulations for the disposal of PCB remediation waste (40 CFR 761.61) are
applicable to the selection of the clean up alternative for remediation of PCBs
in sediments at the Lower Fox River Site, and to the disposal of removed
sediments at a State licensed landfill. These regulations provide cleanup and
disposal options for PCB remediation waste. The three options include
self-implementing, performance-based and risk-based disposal approvals. The
risk-based disposal approval option is allowed if it will not pose an
unreasonable risk of injury to health and the environment.

The current situation in the Lower Fox River, as identified in RA conducted as
part of the RI/FS, is that PCB contaminated sediment pose an unacceptable level
of risk in the River at this time. Remediation of PCB contaminated sediment via
the selected remedy will reduce risks to human health and the environment.

Sediments removed from the Fox River may contain PCBs equal to or greater than
50 ppm. PCB sediment with concentrations less than 50 ppm will be managed as a
solid waste in accordance with statutes and rules governing the disposal of
solid waste in Wisconsin. PCB sediment with concentrations equal to or greater
than 50 ppm will be managed in accordance with the Toxic Substances Control Act
of 1976 (Appendix E of the Feasibility Study). Presently TSCA compliance would
be achieved through the extension of the January 24,1995 approval issued by EPA
to WDNR pursuant 40 CFR 761.60(a)(5) under the authority of TSCA. This TSCA
approval, granted by EPA Region 5, states that the disposal of PCB-contaminated
sediment with concentrations equal to or greater than 50 ppm into an NR 500, WAC
landfill that is also in compliance with the conditions of the TSCA approval,
provides adequate protection to human health and the environment as required by
40 CFR 761.60(a)(5); and, will provide the same level of protection required by
EPA, Region 5 and therefore is no less restrictive than TSCA. However, should
other administrative rules pertaining to disposal under TSCA in effect at the
time that TSCA compliance decisions are made for the Fox River sediment, then
compliance with those rules will be achieved.

14.2.3 ADDITIONAL TO BE CONSIDERED INFORMATION

Section 303(d), Clean Water Act

Under Section 303(d) of the Federal Clean Water Act, states are required, on a
periodic basis, to submit lists of "impaired waterways" to EPA. In December
1996, WDNR submitted its first list of impaired waters under Section 303(d). The
Fox River was included on the initial list. WDNR has taken no further action
with respect to the listing, nor has it developed a total maximum daily load
(TMDL) for the River. Currently, a State-wide watershed committee is advising
WDNR on the steps to be taken in this process, and the listing process is being
reviewed by the

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Wisconsin Natural Resources Board. The listing of the Fox River under Section
303(d) is a TBC.

Great Lakes Water Quality Initiative, Part 132, Appendix E

The Great Lakes Water Quality Initiative set forth guidance to the states
bordering the Great Lakes regarding their wastewater discharge programs. For
remedial actions, the guidance states that any remedial action involving
discharges should, in general, minimize any lowering of water quality to the
extent practicable. The concepts of the guidance have been incorporated into
chapters NR102 to NR 106, WAC. The Great Lakes Water Quality Initiative
constitutes a TBC.

Sediment Remediation Implementation Guidance

Part of the Strategic Directions Report of WDNR approved by Secretary Meyer in
1995 addressed the sediment remediation approach to be followed by WDNR. This
approach includes meeting water quality standards as a goal of sediment
remediation projects. In developing a remedial approach, the guidance calls for
use of a complete risk management process in consideration of on-site and
off-site environmental effects, technological feasibility, and costs. The
guidance constitutes a TBC.

Great Lakes Water Quality Agreement

The Great Lakes Water Quality Agreement calls for the identification of "Areas
of Concern" in ports, harbors, and River mouths around the Great Lakes. Remedial
goals to improve water quality are to be established in conjunction with the
local community. In the case of the Fox River, a Remedial Action Plan (RAP) has
been prepared and finalized. The RAP lists a series of recommendations ranging
from addressing contaminated sediments to controlling non-point source runoff.
This RAP is a TBC.

Fox River Basin Water Quality Management Plan

This plan was developed by WDNR and lists management objectives for improving
water quality in the Fox River Basin. The Fox River Basin Water Quality
Management Plan is a TBC.

TABLE 31 FOX RIVER ARARs

Act / Regulation Citation
- ---------------------------------------- ------------------------------------

FEDERAL CHEMICAL-SPECIFIC ARARs

TSCA 40 CFR 761.60(a)(5)-761.79 and
U.S. EPA Disposal Approval

Clean Water Act - Federal Water Quality 40 CFR 131 (if no Wisconsin
Standards regulation) and 33 CFR 323

FEDERAL ACTION-/LOCATION-SPECIFIC ARARs

Fish and Wildlife Coordination Act 16 USC 661 et seq.
33 CFR 320-330-Rivers and Harbors
Act
40 CFR 6.304

Endangered Species Act 16 USC 1531 et seq.
50 CFR 200
50 CFR 402

Rivers and Harbor Act 33 USC 403; 33 CFR 322, 323

National Historic Preservation Act 15 USC 470; et seq. 36 CFR Part 800

Floodplain and Wetlands Regs & Executive 40 CFR 264.18 (b) and Executive
Orders Order 11988

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Fox River and Green Bay ROD for OU l and OU 2

Act / Regulation Citation
- ---------------------------------------- ------------------------------------

STATE CHEMICAL-SPECIFIC ARARs

TSCA-Disposal Approval U.S. EPA Approval

Surface Water Quality Standards NR 102, 105 and 207
NR 722.09 1-2

Ground-Water Quality Standards NR 140

Soil Cleanup Standards NR 720 and 722

Hazardous Waste Statutes and Rules NR 600 - 685

STATE ACTION- / LOCATION-SPECIFIC ARARs

Management of PCBs and Products NR 157
Containing PCBs

Wisconsin's Floodplain Management NR 116
Program

Solid Waste Management NR 500-520

Navigable Waters, Harbors, and Navigation Chapter 30 - Wisconsin Statutes

Fish and Game Chapter 29.415 - Wisconsin Statutes

14.3 COST-EFFECTIVENESS

WDNR and EPA have determined that the selected remedy is cost effective. Section
300.430(f)(1)(ii)(D) of the NCP requires that all the alternatives that meet
the threshold criteria (protection of human health and the environment and
compliance with ARARs) must be evaluated by comparing their effectiveness to the
three balancing criteria (long-term effectiveness and permanence, reduction of
toxicity, mobility or volume through treatment, and short-term effectiveness).
The selected remedies meet these criteria by achieving a permanent protection of
human health and the environment at low risk to the public, and provide for
overall effectiveness in proportion to their cost.

The Superfund program does not mandate the selection of the least costly cleanup
alternative. The least costly effective remedy is not necessarily the remedy
that provides the best balance of tradeoffs with respect to the remedy selection
criteria nor is it necessarily the least-costly alternative that is both
protective of human health and the environment and ARAR-compliant. Cost
effectiveness is concerned with the reasonableness of the relationship between
the effectiveness afforded by each alternative and its costs compared to other
available options.

The total net present worth of the selected remedy for OU 1 and OU 2 is $76.5
million.

14.4 UTILIZATION OF PERMANENT SOLUTIONS AND ALTERNATIVE TREATMENT TECHNOLOGIES
OR RESOURCE RECOVERY TECHNOLOGIES TO THE MAXIMUM EXTENT PRACTICABLE

WDNR and EPA believe that the selected remedy represents the maximum extent to
which permanent solutions and treatment technologies can be utilized in a
cost-effective manner for the Fox River Site. The selected remedy does not pose
excessive short-term risks. There are no special implementability issues that
set the selected remedy apart from the other alternatives evaluated.

14.5 PREFERENCE FOR TREATMENT AS A PRINCIPAL ELEMENT

Based on current information, WDNR and EPA believe that the selected remedy is
protective of human health and the environment and utilizes permanent solutions
to the maximum extent

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Fox River and Green Bay ROD for OU 1 and OU 2

possible. The remedy, however, does not satisfy the statutory preference for
treatment of the hazardous substances present at the Site as a principal element
because such treatment was not found to be practical or cost effective.

14.6 FIVE-YEAR REVIEW REQUIREMENTS

The NCP, at 40 CFR Section 300.430(f)(4)(ii), requires a five-year review if
the remedial action results in hazardous substances, pollutants, or contaminants
remaining on site above levels that allow for unlimited use and unrestricted
exposure. Because this remedy will result in hazardous contaminants remaining on
site above levels that allow for unlimited exposure, a statutory review will be
conducted within five years after initiation of the remedial action to ensure
that the remedy is, or will be, protective of human health and the environment.

15. DOCUMENTATION OF SIGNIFICANT CHANGES FROM PREFERRED ALTERNATIVE OF PROPOSED
PLAN

To fulfill the requirements of CERCLA 117(b) and NCR [40 CFR Section.
300.430(f)(5)(iii)(B) and 300.430(f)(3)(ii)(A)], a ROD must document and discuss
the reasons for any significant changes made to the Proposed Plan.

The Proposed Plan was released for public comment in October 2001. It identified
a PCB sediment clean up target of 1.0 ppm in OU 1 with monitored natural
recovery in OU 2.

In the selection of the remedy for OU 1 and OU 2, the WDNR and EPA considered
information submitted during the public comment period re-evaluated portions of
the proposed alternative.

New Information obtained during the Public Comment Period

WDNR and EPA considered alternative proposals for OU 1 submitted as comments. As
a result of consideration of these comments, the following were incorporated
into this Record of Decision: 1) If dredging is unable to reduce exposed
contaminants PCB concentrations, a sand cover will be employed to further reduce
risks, rather than continue with dredging removal operations (Section 13.3); and
2) if it is predicted, based on results from partial completion of dredging OU
1, that concentrations may not sufficiently reduce risks, or if capping is shown
to be less costly than complete dredging, then capping may be employed for some
areas not yet dredged (Section 13.4).

These proposals may be given further consideration prior to implementation of
remedial actions. However if these proposals cause a fundamental change to the
alternatives described in this decision (e.g., changing the remedy from removal
to containment), then WDNR and EPA would issue a new, revised Proposed Plan and
would have a public comment period after which a ROD Amendment would be
finalized. If the change is not "fundamental," but "significant" (e.g.,
modification of volumes to be removed), then an Explanation of Significant
Difference would be issued, and there would be limited public comment.

Page 97 of 97

CONSENT DECREE APPENDIX I

STATEMENT OF WORK FOR REMEDIAL ACTION, INSTITUTIONAL CONTROLS,
OPERATION & MAINTENANCE, AND LONG TERM MONITORING
LOWER FOX RIVER AND GREEN BAY SITE
OPERABLE UNIT 1 (LITTLE LAKE BUTTE DES MORTS), WINNEBAGO AND OUTAGAMIE COUNTY

I. PURPOSE

1. This Statement of Work ("SOW") sets forth the requirements for the Remedial
Action ("RA"), Institutional Controls, and Operation & Maintenance ("O&M") and
Long Term Monitoring for the selected remedy and the contingent remedy set forth
in the Record of Decision ("ROD") for Operable Unit 1 ("OU1") of the Lower Fox
River and Green Bay Site (the "Site").(1) While the ROD addresses both OU1 and
Operable Unit 2 at the Site, this SOW addresses only OU1, and, more
specifically, only the RA and the other Response Work required for OU1, aside
from the Remedial Design ("RD").(2) The RD for OU1 is addressed in the
Administrative Order on Consent between WTM I Company, EPA, and WDNR, captioned
In the matter of the Lower Fox River and the Green Bay Site, Docket No.
V-W-'03-C-745 (the "July 2003 AOC") and in the RD SOW attached to the July 2003
AOC.

2. The Settling Defendants are required to implement the RA and the other
Response Work subject to the funding limitations and special reservations of
rights provided in the Consent Decree to which this SOW is attached. The
Settling Defendants shall perform the RA and the other Response Work in
accordance with the Consent Decree, the ROD, the RD approved by the Response
Agencies, and this SOW. The Settling Defendants shall also comply with EPA
Superfund Remedial Design and Remedial Action Guidance and any additional
relevant guidance provided by the Response Agencies in implementing and
submitting deliverables for the RA and the other Response Work.

II. DESCRIPTION OF THE REMEDIAL ACTION AND THE OTHER RESPONSE WORK

1. Subject to the funding limitations and special reservations of rights
provided in the Consent Decree, the Settling Defendants shall implement the RA
such that the Performance

- ----------
(1) "Operable Unit 1" or "OU1" shall mean the Little Lake Butte des Morts
reach of the Lower Fox River, as delineated by the Record of Decision
signed by WDNR and EPA in December 2002. More specifically, OU1 is the
portion of the Lower Fox River (and the underlying River sediment)
starting at the outlet of Lake Winnebago at the Neenah Dam and the Menasha
Dam downstream to the Upper Appleton Dam, including sediment deposits A
through H and POG. As so defined, OU1 is depicted in Figure 7-9 of the
December 2002 Final Feasibility Study, a copy of which is attached to the
Consent Decree as Attachment G.

(2) Operable Units 3, 4, and 5 of the Lower Fox River and Green Bay Site have
been addressed in a separate Record of Decision.

Appendix I - Page 1

Standards are achieved. As defined by Paragraph 4 of the Consent Decree,
"Performance Standards" shall mean the selected remedy requirements, contingent
remedy requirements, and cleanup standards for measuring the achievement of the
goals of the RA, as set forth in Sections 13.1, 13.3.1, and 13.4 through 13.6 of
the ROD and Section II this SOW. OU1 is a multi-deposit aquatic environment and
the RA will stretch over a number of years, so this SOW is intended to provide
flexibility concerning the approach to be taken to achieve the Performance
Standards and to implement the RA and the other Response Work, consistent with
legal and administrative requirements. The RA may therefore be conducted in
phases, may incorporate features of the contingent remedy as permitted by the
ROD, and may include other refinements proposed by the Settling Defendants, if
such refinements are approved by the Response Agencies.

2. The selected remedy (ROD Alternative C2) includes the removal of
sediment with PCB concentrations greater than the 1 ppm remedial action level
("RAL"), followed by dewatering and off-site disposal of the sediment.

- - SITE MOBILIZATION AND PREPARATION. The staging area(s) for OU1 will be
determined during the RD. Site preparation at the staging area(s) will
include collecting soil samples, securing the onshore property area for
equipment staging, and constructing the sediment dewatering facility,
water treatment facilities, and sediment storage and truck loading areas.

- - SEDIMENT REMOVAL. Sediment removal will be conducted using a dredge (e.g.,
cutterhead or horizontal auger or other method) or other suitable sediment
removal equipment.

- - SEDIMENT DEWATERING. Sediment that is removed will require dewatering.

- - WATER TREATMENT. Unless other arrangements can be made, water treatment
will consist of flocculation, clarification, sand filtration, and
treatment through activated carbon filters.

- - SEDIMENT DISPOSAL. Sediment disposal includes the loading and
transportation of the sediment to an NR 500 landfill with Toxic Substances
Control Act ("TSCA") approval, if needed.

- - INSTITUTIONAL CONTROLS AND LONG TERM MONITORING. Baseline monitoring will
include pre-and post-remedial sampling of water, sediment, and biological
tissue. Monitoring during implementation will include air and surface
water sampling. Plans for monitoring during and after construction will be
developed during the Remedial Design and modified during and after
construction, as appropriate. Institutional controls may include access
restrictions, land use or water use restrictions, dredging moratoriums,
fish consumption advisories, and domestic water supply restrictions. Land
and water use restrictions and

Appendix I - Page 2

access restrictions may require local or state legislative action to
prevent inappropriate use or development of contaminated areas.

- - ACHIEVEMENT OF RAL OBJECTIVE. As more precisely described in Paragraph
II.3 of this SOW, the mass and volume of contaminated sediment to be
removed will be determined by (1) establishing a removal elevation based
on the 1 ppm RAL or, (2) if sampling conducted after sediment removal is
completed shows that the 1 ppm RAL has not been achieved, by achieving a
Surface Weighted Average Concentration ("SWAC") of 0.25 ppm.

3. Pre-remediation sampling and characterization efforts will define
spatial "footprint(s)" (both horizontally and vertically) of OU1 sediment that
contains PCBs at concentrations in excess of the 1 ppm RAL. The RD will specify
those footprints to be removed during the RA, and any areas where supplemental
capping is appropriate under the contingent remedy specified by ROD Sections
13.4 through 13.6 and approved by the Response Agencies. After completion of all
sediment removal and any supplemental capping specified by the RD, the Settling
Defendants shall sample the footprints to determine whether the 1 ppm RAL has
been achieved. If the sampling demonstrates that those sediments with PCB
concentrations in excess of 1 ppm have been removed or capped, the active
remediation portion of the OU1 RA will be complete. If the sampling shows that
those sediments with PCB concentrations in excess of 1 ppm have not been removed
or capped, then an OU1 SWAC of 0.25 ppm may be used to assess the effectiveness
of the work. If the 0.25 ppm SWAC has not been achieved for OU1, then the ROD
provides several options. One option is that additional sediment removal may be
undertaken to remove remaining sediments with PCB concentrations in excess of
the 1 ppm RAL. Another option would be to place a cap on certain areas to reduce
surficial concentrations such that the 0.25 ppm SWAC can be achieved. SWAC
contribution from a properly placed cap or sand cover would be 0.0 ppm, if
installed as part of the contingent remedy or as part of a SWAC reduction
effort. As specified by ROD Section 13.5, selection and implementation of the
supplemental capping contingent remedy would be documented in an Explanation of
Significant Differences issued by the Response Agencies. Capping as part of any
SWAC reduction effort also would require the Response Agencies' approval.

III. SCOPE OF REMEDIAL ACTION AND RESPONSE WORK

The RA to be conducted by the Settling Defendants shall include five major
tasks, which are detailed below. Each task shall be completed by the Settling
Defendants in accordance with the schedules set forth in the Section V of this
SOW (Summary and Compliance Schedule). All plans are subject to approval by the
Response Agencies, as provided by the Consent Decree.

Task I: Remedial Action Work Plan ("RA Work Plan"). The RA Work Plan
submittals fall into three categories based on the particular
submittal's status in the remedial design phase. The first
category of submittals will be approved in final form as part
of the Final (100%) Design. The RA Work Plan is to include
refinements, if any, to these submittals. The second category
of submittals will be in draft form for the approved Final

Appendix I - Page 3

(100%) Design and will be submitted in final form in the RA
Work Plan. The third category of RA Work Plan submittals are
not included with the RD submittals.

Category 1:

- Final Health & Safety Plan

- Final Contingency Plan

- Final Sediment Removal Verification Plan

- Capital and Operation & Maintenance Cost Estimate

- Final Project Schedule

Category 2:

- Final Construction Quality Assurance Project Plan
("CQAPP")

- Final Operation & Maintenance Plan (including a plan for
long-term monitoring)

Category 3:

- Quality Assurance Project Plan for Operation &
Maintenance Plan

- Institutional Controls Plan

- Schedule for submitting any other RA plans

- Identification of initial RA Project Team

Task II: Other Reports and Submissions

Task III: Remedial Action Construction

Task IV: Completion of the Remedial Action for OU1

Task V: Completion of Response Work for OU1

TASK I: REMEDIAL ACTION WORK PLAN

Within 90 days after the Response Agencies approve the Final (100%) Design
(the final Remedial Design deliverable under the July 2003 AOC), the Settling
Defendants shall submit the RA Work Plan for construction and implementation of
the remedy such that the Performance Standards will be achieved. The RA Work
Plan shall outline the overall management strategy for performing the
construction, operation, maintenance and monitoring of the RA. The RA Work Plan
shall include a project schedule for each major activity and submission of
deliverables generated during the RA as well as a schedule for completion of the
RA. Settling Defendants shall thoroughly review the approved RD and shall, as
part of their proposed RA Work Plan, provide to the Response Agencies a list of
any questions or concerns requiring clarification of the design requirements and
specifications.

1.1 The RA Work Plan shall include refinements, if any, to the following
components of the approved Final (100%) Design:

Appendix I - Page 4

(a) Final Health and Safety Plan. The Settling Defendants shall
review and modify, if necessary, the Health and Safety Plan
developed during the RD to address the activities to be
performed at the Site during the RA.

(b) Final Contingency Plan. The Final Contingency Plan shall
describe mitigation procedures to be used in the event of an
accident or emergency.

(d) Capital and Operation & Maintenance Cost Estimate.

(e) Final Project Schedule. The Final Project Schedule shall
identify timing for initiation and completion of all critical
path tasks, and shall specify dates for completion of all
phases of the project and major interim milestones. The Final
Project Schedule shall be consistent with and designed to
achieve the deadlines contained in Section V of this SOW
(Summary and Compliance Schedule).

1.2 The RA Work Plan shall include the following documents which will be
submitted in draft form in the approved Final (100%) Design:

(a) Final Construction Quality Assurance Project Plan. The CQAPP
is a site-specific document that must be submitted to the
Response Agencies for approval prior to the start of the
construction. The CQAPP outlined in the RD shall be used as a
basis for preparation of the CQAPP required under this SOW.
Upon EPA approval of the CQAPP, the Settling Defendants shall
construct and implement the RA in accordance with the RD, the
Final Project Schedule, and the CQAPP. At a minimum, the CQAPP
shall include the following elements:

1. The responsibility and authority of each organization
(i.e., technical consultants, construction firms, etc.)
and key personnel involved in the construction of the RA
shall be described fully in the CQAPP. The Settling
Defendants shall also identify a joint CQA officer and
the necessary supporting inspection staff.

2. The qualifications of the CQA officer and supporting
inspection personnel shall be presented in the CQAPP to
demonstrate that they possess the training and
experience necessary to fulfill their identified
responsibilities. If EPA finds that the qualifications
of any of the CQA personnel are not suitable to the
performance of the RA, the Settling Defendants shall
submit qualifications for new personnel prior to EPA
approval of the CQAPP.

Appendix I - Page 5

3. Protocols for sampling and testing used to monitor the
RA and determine post-sediment removal PCB
concentrations in residual sediments, including
identification of proposed quality assurance sampling
activities including the sample size, locations,
frequency of testing, acceptance and rejection data
sheets, problem identification and corrective measures
reports, evaluation reports, acceptance reports, and
final documentation.

4. Reporting requirements for CQAPP activities shall be
described in detail in the CQAPP. This shall include
such items as daily summary reports, inspection data
sheets, problem identification and corrective measures
reports, and design acceptance reports, and final
documentation. Provisions for the final storage of all
OU1 cleanup reports shall be presented in the CQAPP.

(b) Final O&M Plan. The Final O&M Plan shall include a plan for
O&M and Long Term Monitoring.

1.3 The following new submittals shall be included in the RA Work Plan:

(a) QAPP for Final O&M Plan. In addition to submitting the Final
Operation & Maintenance Plan (which is to include a plan for
long-term monitoring), the Settling Defendants shall submit a
QAPP to cover sampling, analysis and data handling for samples
collected under the Final O&M Plan. Within 21 days after
approval of the Final (100%) Design, Settling Defendants shall
contact the Response Agencies to arrange a pre-QAPP meeting to
identify all monitoring and data quality objectives for the
O&M QAPP. The QAPP shall be consistent with the requirements
of the EPA Contract Laboratory Program (CLP) for laboratories
proposed outside CLP.

1. At a minimum, the QAPP shall include the following:

- Statement of Purpose

- Project Description

- Project Organization and Responsibility

- Sampling Procedures and Objectives

- Sample Custody and Document Control

- Calibration Procedures and Frequency

- Analytical Procedures, Data Reduction, Validation,
Assessment, and Reporting

- Internal Quality Control Checks and Frequency

- Performance System Checks and Frequency

- Preventive Maintenance Procedures and Frequency

Appendix I - Page 6

- Data Precision, Accuracy and Completeness Assessment
Procedures

- Corrective Action

- Quality Assurance Reporting

2. The QAPP shall also include the following information:

- Description of sampling/O&M monitoring tasks required
under the Final O&M Plan

- Description of required laboratory tests and their
interpretation

- Required data collection

- Location of sampling/O&M monitoring points

- Schedule of sampling/O&M monitoring frequency and
date(s), if appropriate, when monitoring frequency may
change or cease.

(b) Institutional Controls Plan.

(d) Identification of the initial RA Project Team. The RA Work
Plan shall also include a description of qualifications of key
personnel directing the RA, including contractor personnel.

TASK II: OTHER REPORTS AND SUBMISSIONS

Unless otherwise specified by the Response Agencies, two (2) copies of all
submittals shall be provided by Settling Defendants to the EPA and two (2)
copies of all submittals shall be provided to the WDNR for review. One copy of
each submittal sent to EPA and the WDNR must be an unbound copy that is suitable
for reproduction on standard 8 1/2" x 11" paper, or, as necessary, 11" x 17"
paper. At the same time, the Settling Defendants shall submit an additional copy
to each of the Response Agencies in electronic format. In addition, two (2)
copies of all documents are to be submitted to the Response Agencies' oversight
contractor identified by EPA and/or WDNR.

2.1 Monthly RD/RA Progress Reports. The Settling Defendants shall provide
the Response Agencies with progress reports no later than the tenth day of each
month covering the previous calendar month, starting with the first month after
the Date of Lodging of the Consent Decree, and until issuance of Certification
of Completion of the RA by EPA. The Monthly RD/RA Progress Reports to be
submitted pursuant to this paragraph shall be signed by the Project Coordinator
for the Settling Defendants and shall, at a minimum:

(a) describe the actions which have been taken toward achieving
compliance with the Consent Decree during the previous month;

Appendix I - Page 7

(b) include a summary of all results of sampling and tests and all
other data received or generated by Settling Defendants or
their contractors or agents in the previous month;

(c) identify all work plans, plans and other deliverables required
by the Consent Decree completed and submitted during the
previous month;

(d) describe all actions, including, but not limited to, data
collection and implementation of work plans, which are
scheduled for the next month and provide other information
relating to the progress of construction, including, but not
limited to, critical path diagrams, Gantt charts and Pert
charts;

(e) include information regarding percentage of completion,
unresolved delays encountered or anticipated that may affect
the future schedule for implementation of the Response Work,
and a description of efforts made to mitigate those delays or
anticipated delays;

(f) include any modifications to the work plans or other schedules
that Settling Defendants have proposed to the Response
Agencies or that have been approved by the Response Agencies;
and

(g) describe all activities undertaken in support of the Community
Relations Plan during the previous month and those to be
undertaken in the next month.

During the performance of the Remedial Design, the Monthly RD/RA Progress
Reports shall include all information required by Paragraph 38 of the July 2003
AOC and shall satisfy the monthly progress report requirements of the July 2003
AOC, the Consent Decree and this SOW.

2.2 Quarterly Reports. The Settling Defendants shall submit Quarterly
Reports on a quarterly basis starting with the second quarter of 2004 and
continuing until Certification of Completion of the RA by EPA. For a given
calendar year, the report for the first calendar quarter shall be submitted by
no later than May 1 of that calendar year, the report for the second calendar
quarter shall be submitted by no later than August 1 of that calendar year, the
report for the third calendar quarter shall be submitted by no later than
November 1 of that calendar year, and the report for the fourth calendar quarter
shall be submitted by no later than February 1 of the next calendar year. Each
Quarterly Report shall:

(a) provide a complete and accurate written cost summary of all
Allowable RD/RA Costs submitted to the Escrow Agent for
payment from the Escrow Account during the reporting period;

(b) specify any amount requested for the reporting period as a
quarterly reimbursement from the Disbursement Special Account;

Appendix I - Page 8

(c) provide a complete and accurate written cost summary of all
Allowable Restoration Work Costs submitted to the Escrow Agent
for payment from the Escrow Account during the reporting
period;

(d) list and total all amounts requested and/or disbursed during
the reporting period as payments or reimbursements from the
Escrow Account;

(e) indicate the approximate balance of the Escrow Account at the
end of the reporting period;

(f) summarize all Response Work and all Approved Restoration Work
funded and performed under the Consent Decree during the
reporting period;

(g) project whether the total balance remaining in the
Disbursement Special Account and, the Escrow Account is likely
to be sufficient to fund the completion of the RA, after
making all other payments and reimbursements from those
Accounts that are required under the Consent Decree; and

(h) contain the following certification signed by the Chief
Financial Officer of a Settling Defendant or by an Independent
Certified Public Accountant retained by the Settling
Defendants:

"To the best of my knowledge, after thorough
investigation and review of Settling Defendants'
documentation of unreimbursed costs incurred and paid
for the work summarized in this report that was
performed pursuant to the Consent Decree, I certify that
the information contained in or accompanying this
Quarterly Report is true, accurate, and complete. I am
aware that there are significant penalties for knowingly
submitting false information, including the possibility
of fine and imprisonment."

and include a list of the cost documents that the certifying
individuals reviewed in support of the Quarterly Cost Summary
Report. Upon request by the Plaintiffs, Settling Defendants
shall provide the Plaintiffs any additional information that
the Plaintiffs deem necessary for review of a Quarterly
Report.

TASK III: REMEDIAL ACTION CONSTRUCTION

After approval of the RA Work Plan (including the CQAPP) by the Response
Agencies and the Pre-Construction Inspection required below, and within 10
calendar days after receipt of notice of authorization to proceed from the
Response Agencies, the Settling Defendants shall construct and implement the RA
in accordance with the RD, the Final Project Schedule, the RA

Appendix I - Page 9

Work Plan and the CQAPP, subject to the funding limitations and special
reservations of rights provided in the Consent Decree. Unless otherwise directed
by the Response Agencies, Settling Defendants shall not commence physical RA
activities at OU1 prior to approval of the RA Work Plan, the Pre-Construction
Inspection, or receipt of notice of authorization to proceed.

3.1 Pre-Construction Inspection. Before commencing the on-site
construction work, the Settling Defendants shall conduct a Pre-Construction
Inspection with the Response Agencies to: (1) review methods for documenting and
reporting inspection data; (2) review methods for distributing and storing
documents and reports; (3) review work area security and safety protocol; (4)
discuss any appropriate modifications of the CQAPP to ensure that site-specific
considerations are addressed; and (5) conduct a site tour. The Pre-Construction
Inspection and meeting shall be documented by a designated person and minutes
shall be transmitted to all parties.

3.2 Oversight by the Response Agencies. The Response Agencies shall
monitor and oversee the Settling Defendants' construction of the RA, and the
Settling Defendants shall provide briefings and information concerning their
progress, as requested by the Response Agencies.

3.3 Monitoring During RA Construction. Specific plans for monitoring
during construction will be developed during the RD and modified during
construction, as appropriate.

3.4 Pre-Completion Inspection. At least 90 days before the anticipated
completion of all phases of construction specified by the RD, and before final
demobilization and site restoration efforts, the Settling Defendants shall
conduct a Pre-Completion Inspection with the Response Agencies. The
Pre-Completion Inspection should consist of a site tour by the Settling
Defendants and the Response Agencies and a discussion regarding the Settling
Defendants' plans for: (1) completing construction of the RA; (2) conducting
post-construction sampling to determine whether the 1 ppm RAL and/or the 0.25
ppm SWAC have been achieved; (3) demobilizing and restoring the site; (4)
performing O&M, Long Term Monitoring, and Institutional Controls; and (4) taking
any other steps required to ensure completion of the RA such that the
Performance Standards are achieved.

TASK IV: COMPLETION OF THE REMEDIAL ACTION FOR OU1

4.1 Construction Completion Inspection. Within 90 days after completion of
all phases of construction specified by the RD and after conducting
post-construction sampling to determine whether the 1 ppm RAL and/or the 0.25
ppm SWAC have been achieved, the Settling Defendants shall send the Response
Agencies written notice for the purpose of scheduling and conducting a
Construction Completion Inspection. The Construction Completion Inspection
should consist of a site tour by the Settling Defendants and the Response
Agencies, a review of the post-construction sampling data, and a discussion
regarding the Settling Defendants' plans for: (1) performing O&M, Long Term
Monitoring, and Institutional Controls; and (2) taking any additional steps
required to ensure completion of the RA such that the Performance Standards are
achieved.

Appendix I - Page 10

4.2 RA Completion Plan. If the Performance Standards have not been
achieved by the time of the Construction Completion Inspection, then the written
notice sent to the Response Agencies shall indicate that the Construction
Completion inspection will not serve as a Pre-Certification Inspection under
Consent Decree Subparagraph 44.a. Within 60 days after confirmation at the
Construction Completion Inspection that the Performance Standards have not been
achieved, Settling Defendants shall submit an RA Completion Plan. The RA
Completion Plan shall include a description of the characteristics of areas that
do not comply with the Performance Standards and a detailed description (e.g.,
map, data tables and location information) showing areas in compliance or not in
compliance with Performance Standards. Sampling and locational information
should be provided in both hardcopy and EPA Superfund's designated digital
format (i.e., Superfund Electronic Data Deliverable, Specification Manual 1.05,
website address: http://www.epa.gov/region5superfund/edman/). In addition to
describing noncompliance areas, the RA Completion Plan shall outline any
additional RA construction work required to achieve Performance Standards, a
schedule for completing any additional RA construction work, and a proposed date
for a Construction Completion Re-Inspection. The Settling Defendants shall
implement the RA Completion Plan as approved by the Response Agencies.

4.3 RA Pre-Certification Inspection. If the Settling Defendants believe
that the RA has been fully performed such that the Performance Standards have
been achieved, then the written notice sent to the Response Agencies shall
indicate that the Construction Completion Inspection will also serve as an RA
Pre-Certification Inspection under Consent Decree Subparagraph 44.a. If, after
the RA Pre-Certification Inspection, the Settling Defendants still believe that
the RA has been fully performed such that the Performance Standards have been
achieved, Settling Defendants shall submit an RA Certification of Completion
Report within 60 days after the RA Pre-Certification Inspection. In the RA
Certification of Completion Report, a registered professional engineer and the
Project Coordinator of the Settling Defendants shall certify that the RA has
been completed in full satisfaction of the requirements of the Consent Decree.
The Report shall also contain the following statement, signed by a responsible
corporate official of each Settling Defendant or Settling Defendants' Project
Coordinator:

"To the best of my knowledge, after thorough investigation, I
certify that the information contained in or accompanying this
submission is true, accurate and complete. I am aware there
are significant penalties for submitting false information,
including the possibility of fine and imprisonment for knowing
violations."

The Report shall document that the RA has been performed such that the
Performance Standards have been achieved. The Report shall include, but shall
not be limited to, the following elements:

(a) Introduction;

(b) Chronology of events;

Appendix I - Page 11

(d) Summary of the RA Pre-Certification Inspection;

(e) Record drawings signed and stamped by a professional engineer;

(f) Explanation of any modifications to the plans and why these
were necessary for the project;

(g) Verification that the RA has been completed such that the
Performance Standards have been achieved;

(h) Listing of the criteria, established before the construction
was initiated, for judging the functioning of the RA and also
explaining any modification to these criteria;

(i) Results of site monitoring, indicating that the RA meets or
exceeds the Performance Standards;

(j) Explanation of the O&M taking place at the site and any
changes in the Final O&M Plan that were required based on
modification of site plans during construction; and

(k) Summary of project costs.

4.4 EPA Response to RA Certification of Completion Report.

(a) If, after completion of the RA Pre-Certification Inspection
and receipt and review of the RA Certification of Completion
Report, EPA, after reasonable opportunity to review and
comment by the State, determines that the RA or any portion
thereof has not been completed in accordance with the Consent
Decree such that the Performance Standards have not been
achieved, EPA will notify Settling Defendants in writing of
the activities that must be undertaken by Settling Defendants
pursuant to Consent Decree Subparagraph 44.a to complete the
RA such that the Performance Standards are achieved. EPA will
set forth in the notice a schedule for performance of such
activities consistent with the Consent Decree and this SOW or
require the Settling Defendants to submit an RA Completion
Plan pursuant to Task IV, Subparagraph 4.2.

(b) If EPA concludes, based on the RA Pre-Certification Inspection
and the RA Certification of Completion Report, and after a
reasonable opportunity for review and comment by the State,
that the RA has been performed in accordance with the Consent
Decree such that the Performance Standards have been achieved,
EPA will so certify in writing to Settling Defendants. This
certification shall constitute the Certification of Completion
of the RA for purposes of the Consent Decree.

TASK V: COMPLETION OF RESPONSE WORK FOR OU1

5.1. Response Work Pre-Certification Inspection. Within 90 days after
Settling Defendants conclude that all phases of the Response Work have been
fully performed, Settling Defendants shall send written notice to the Response
Agencies for the purpose of scheduling and conducting a Response Work
Pre-Certification Inspection to be attended by Settling Defendants

Appendix I - Page 12

and the Response Agencies. The purpose of the inspection is to determine whether
the O&M, the Long Term Monitoring, and the Institutional Controls have been
fully performed, as required by the Institutional Controls Plan and the Final
O&M Plan.

5.2 Continuation of Response Work. If, after the Response Work
Pre-Certification Inspection, EPA determines (after a reasonable opportunity for
review and comment by the State) that the Response Work or any portion thereof
has not been fully performed, the Settling Defendants shall continue to perform
O&M, Institutional Controls, and Long Term Monitoring as required by the
Institutional Controls Plan and the Final O&M Plan. The Settling Defendants
shall continue the Response Work pursuant to a schedule approved by EPA, after
reasonable opportunity for review and comment by the State.

5.3 Response Work Certification of Completion Report. If, after the
Response Work Pre-Certification Inspection, the Settling Defendants believe that
the Response Work has been fully performed, the Settling Defendants shall submit
a Response Work Certification of Completion Report within 60 days after the
Response Work Pre-Certification Inspection. In the Response Work Certification
of Completion Report, a registered professional engineer and the Project
Coordinator of the Settling Defendants shall certify that the Response Work has
been completed in full satisfaction of the requirements of the Consent Decree.
The Report shall also contain the following statement, signed by a responsible
corporate official of each Settling Defendant or Settling Defendants' Project
Coordinator:

"To the best of my knowledge, after thorough investigation, I
certify that the information contained in or accompanying this
submission is true, accurate, and complete. I am aware there
are significant penalties for submitting false information,
including the possibility of fine and imprisonment for knowing
violations."

The report shall document that the Response Work has been fully performed. The
report shall include, but not be limited to, the following elements:

(a) Introduction;

(b) Chronology of events beginning with the Certification of
Completion of the RA;

(d) Record drawings signed and stamped by a professional engineer
for any additional work completed since the Certification of
Completion of the RA;

(e) Explanation of any modifications to the plans and why these
were necessary for the project;

(f) Verification that the Response Work is complete;

(g) Listing of the criteria, established before the construction
was initiated, for judging the functioning of the RA and also
explaining any modification to these criteria;

Appendix I - Page 13

(h) Results of site monitoring, indicating that the Response Work
is complete;

(i) Explanation of any changes in the Final O&M Plan after the
Certification of Completion of the RA;

(j) Summary of project costs after the Certification of Completion
of the RA.

5.4 EPA Response to Response Work Certification of Completion Report.

(a) If, after completion of the Response Work Pre-Certification
Inspection and receipt and review of the Response Work
Certification of Completion Report, EPA, after reasonable
opportunity to review and comment by the State, determines
that the Response Work or any portion thereof has not been
fully performed, EPA will notify Settling Defendants in
writing of the activities that must be undertaken by Settling
Defendants pursuant to Consent Decree Subparagraph 45.a to
complete the Response Work. EPA will set forth in the notice a
schedule for performance of such activities consistent with
the Consent Decree and this SOW or require the Settling
Defendants to submit an a schedule for continuation of the
Response Work pursuant to Task V, Subparagraph 5.2.

(b) If EPA concludes, based on the Response Work Pre-Certification
Inspection and the Response Work Certification of Completion
Report, and after a reasonable opportunity for review and
comment by the State, that the Response Work has been fully
performed in accordance with the Consent Decree, EPA will so
certify in writing to Settling Defendants. This certification
shall constitute the Certification of Completion of the
Response Work for purposes of the Consent Decree.

IV. MISCELLANEOUS REQUIREMENTS

1. Community Relations Support. The Response Agencies shall implement a
community relations program. The Settling Defendants shall cooperate with the
Response Agencies and at the request of the Response Agencies, shall participate
in the preparation of appropriate information to be disseminated by the Response
Agencies to the public. At the request of the Response Agencies, Settling
Defendants shall participate in public meetings that may be held or sponsored by
the Response Agencies to explain activities at or concerning OU1. Community
relations support will be consistent with Superfund community relations policy,
as stated in the "Guidance for Implementing the Superfund Program" and Community
Relations in Superfund - A Handbook.

2. Access. If any property where access is needed to implement the Consent
Decree is owned or controlled by any of the Settling Defendants, such Settling
Defendants shall provide the Response Agencies and their contractors with access
at all reasonable times to such property as provided by Consent Decree Paragraph
25. If any property where access is needed to implement the Consent Decree is
owned or controlled by persons other than the Settling

Appendix I - Page 14

Defendants, the Settling Defendants shall use best efforts to secure access from
such persons as provided by Consent Decree Paragraph 26.

V. SUMMARY AND COMPLIANCE SCHEDULE

A summary of the due dates for major deliverables and milestones under
this SOW is presented below. The due dates may be adjusted with the Response
Agencies' advance written approval to account for changes arising from the
nature of the RA and the other Response Work.

DELIVERABLE/MILESTONE DUE DATE
- --------------------------------------- -----------------------------------------------------------

Pre-QAPP meeting to identify all Within 21 calendar days after approval of Final
monitoring and data quality objectives (100%) Design, Settling Defendants shall contact the
for the O&M QAPP Response Agencies to arrange pre-QAPP meeting

RA Work Plan Within 90 calendar days after approval of Final
(100%) Design

Revised RA Work Plan Within 30 calendar days after receipt of the
Response Agencies' comments on the RA Work Plan

Pre-Construction Inspection Within 21 calendar days after the Response Agencies'
approval of the RA Work Plan

Initiate Remedial Action Construction Within 10 calendar days after receipt of notice of
authorization to proceed from the Response
Agencies, to be issued after the Pre-Construction
Inspection

Pre-Completion Inspection At least 90 days before the anticipated completion
of all phases of construction specified by the RD,
and before final demobilization and site restoration
efforts

Complete Remedial Action Construction Within 6 calendar years after receipt of notice of
authorization to proceed from the Response Agencies,
or as approved by the Response Agencies in the Final
Project Schedule

Construction Completion Inspection/ Within 90 days after completion of all phases of
RA Pre-Certification Inspection construction specified by the RD and after conducting
post-construction sampling to determine whether the 1
ppm RAL and/or the 0.25 ppm SWAC have been achieved;
a Construction Completion Inspection will also serve as
an RA Pre-Certification Inspection if the Settling
Defendants believe that the RA has been performed
such that the Performance Standards have been achieved

RA Certification of Completion Report Within 60 days after an RA Pre-Certification Inspection,
provided Settling Defendants still believe Performance
Standards have been achieved

Revised RA Certification of 30 calendar days after receipt of the Response Agencies'
Completion Report comments on the Report

Appendix I - Page 15

DELIVERABLE/MILESTONE DUE DATE
- --------------------------------------- -----------------------------------------------------------

Certification of Completion of the RA Upon EPA's approval of the RA Certification of Completion
Report

Response Work Pre-Certification Within 90 days after Settling Defendants conclude that all
Inspection phases of Response Work are completed

Response Work Certification of Within 60 days after Response Work Pre-Certification
Completion Report Inspection, provided Settling Defendants believe Response
Work has been fully performed

Revised Response Work Certification 30 calendar days after receipt of the Response Agencies'
of Completion Report comments on the Report

Issuance of Certification of Completion Upon EPA's approval of the Response Work Certification of
of Response Work Completion Report

Monthly Progress Reports By the 10th of each month from the Date of Lodging of the
Consent Decree for so long as the RA continues, until
Certification of Completion of the RA

Quarterly Reports Quarterly basis for so long as the RA continues under the
Consent Decree, until Certification of Completion of the RA

Appendix I - Page 16