ENVIRONMENTAL MANAGEMENT AGREEMENT

among

Dofasco Inc. ("Dofasco");

Her Majesty the Queen in right of Canada as represented by the Minister of the Environment ("EC");

and

the Ministry of Environment, Province of Ontario ("MOE")


WHEREAS EC, the MOE and Dofasco mutually share the objective to protect and enhance the natural environment in the Province of Ontario; and

WHEREAS Dofasco has a policy on environmental management and associated commitments which is stated publicly in its Environment and Energy Report; and

WHEREAS EC and the MOE recognize that Dofasco intends to continue to take all reasonable efforts to protect and enhance the environment; and

WHEREAS there is a need for the parties to effectively manage their resources and to meet the common objective of taking reasonable efforts to protect and enhance the environment; and

WHEREAS the parties acknowledge that environmental protection and enhancement can be achieved using several different tools ranging from purely voluntary initiatives to strict government regulations, and that the use of such voluntary initiatives has grown in recent years; and

WHEREAS Dofasco intends to continue to meet any Federal and Provincial legislative or regulatory requirements; and

WHEREAS Dofasco recognizes the legislative and regulatory authority of EC and the MOE to protect the natural environment; and

WHEREAS Dofasco knows and understands that EC and the MOE could override this Environmental Management Agreement ("Agreement") through the application of legislation and regulation;

LET IT BE RESOLVED that EC and the MOE and Dofasco commit to this Agreement as a fundamental policy document that establishes the relationship among the parties for the term of this Agreement, and that this Agreement can be amended for a further period of time upon the mutual consent of the parties.


1. General

1.1 The purpose of this Environmental Management Agreement is:

(i) to protect and enhance the natural environment;

(ii) to advance the prevention and abatement of releases to the environment from Dofasco's facilities, and move towards the achievement of sustainable development in the community of HamiltonWentworth and the Lake Ontario Basin, consistent with the environmental laws and regulations administered by EC and the MOE;

(iii) to allow Dofasco to achieve greater operational flexibility while committing to achieve performance beyond compliance with such environmental laws and regulations;

(iv) to address the environmental priorities set out in this Agreement as agreed to among the parties; and

(v) to enable the parties to focus their efforts to implement measures to address such environmental priorities.

1.2 The term of this Agreement will expire on December 31, 2005.

1.3 The terms and conditions addressed in the Agreement are itemized below. Such terms and conditions have been grouped according to conventional environmental management categories.

2. Air

2.1 Dofasco will use all reasonable efforts, by the end of the year 2000, to meet a 30% reduction in emissions of Polycyclic Aromatic Hydrocarbons from cokemaking operations from 1993 levels, and a 50% reduction by the end of the year 2005. This surpasses the recommendations of the draft Steel Sector Strategic Options Report of December 1996 that apply to Dofasco.

2.2 Dofasco will use all reasonable efforts, by the end of the year 1997, to meet a 50% reduction in benzene emissions from byproduct plants from 1993 levels and 80% by the end of the year 2000. This surpasses the recommendations of the draft Steel Sector Strategic Options Report of December 1996 that apply to Dofasco, and will also support the objectives of the Ontario Smog Plan.

2.3 Dofasco will continue to monitor and implement measures to reduce incidence of visible emissions, and will submit an annual Visible Emission Reduction Plan ("VERP") to the MOE by the end of the second quarter of each year. EC and the MOE acknowledge that such VERP will be the primary tool used by Dofasco in monitoring and reducing incidents of visible emissions from Dofasco and in prioritizing visible emission reduction activities. Dofasco will continue to participate within the Hamilton Air Quality Stakeholder Committee to address black fallout and other related concerns.

2.4 Dofasco supports the objectives of the Canadian Industry Program for Energy Conservation and the Industrial Energy Innovator Program requirements of the Voluntary Climate Change Challenge and Registry Program in Canada's National Action Plan on Climate Change. In this regard, Dofasco will use all reasonable efforts to meet a 1% average annual improvement in specific energy consumption from 1990 levels by the end of the year 2000, in order to support Canada's goal of stabilization of carbon dioxide ("CO2") emissions at 1990 levels. Specific energy consumption is defined as net energy consumed per unit of steel shipped. Dofasco will work with appropriate stakeholders to develop targets beyond the year 2000.

2.5 Dofasco will use all reasonable efforts to implement energy conservation projects; install more energyefficient equipment; and adopt less energyintensive steelmaking and processing technologies.

2.6 Dofasco will use all reasonable efforts to reduce the amount of nitrogen oxide ("NOx") emissions (per tonne of steel shipped) from 1990 levels. Dofasco will use all reasonable efforts to meet the draft National NOx Emission Guidelines for Commercial/Industrial Boilers and Heaters as proposed by the Canadian Council of Ministers of the Environment's N306 Committee.

2.7 Dofasco will continue to implement a greenbelting program, and will use all reasonable efforts to enhance an additional 5,000 square metres on Dofasco's Hamilton property by the end of the year 1999 to reduce emissions of surfaceblown dust particles and inhalable particulate. Details of Dofasco's greenbelting plans will be included in the annual Visible Emission Reduction Plan.

2.8 Dofasco will work with Federal and Provincial authorities and the scientific community to assess options for managing the release of inhalable/respirable particulates. In this regard, in April of 1997 Dofasco approved a $200,000 fiveyear contribution to fund two research fellowships at the Centre for Atmospheric Chemistry at York University.

2.9 Dofasco will provide EC and the MOE an annual inventory of total emissions of particulate, NOx, sulphur dioxide, CO2 and benzene, and will continue to file emissions inventories under the National Pollutant Release Inventory ("NPRI") and Accelerated Reduction and Elimination of Toxics ("ARET") programs.

3. Water

3.1 Dofasco will use all reasonable efforts to surpass all daily and monthly Municipal Industrial Strategy for Abatement ("MISA") loading requirements for discharge into Hamilton Harbour as outlined in Ontario Regulation 214/95.

3.2 The MOE acknowledges that Dofasco is reducing the loadings of substances of concern to receiving waters. In this regard, Dofasco and the MOE will use all reasonable efforts to initiate a pilot program which will, among other initiatives, address upstream effluent monitoring on Dofasco's property and develop an appropriate process to enable Dofasco to make operating modifications within the framework of Ontario Regulation 214/95. This program is targeted to be completed by the end of June, 1998.

3.3 Dofasco, with the appropriate support of EC and the MOE as set out in their respective response documents to the Hamilton Harbour Remedial Action Plan ("RAP") will use all reasonable efforts to maintain their participation in and provide resources to the RAP, with a commitment to work with stakeholders to remove Hamilton Harbour as an "Area of Concern" on the Great Lakes.

3.4 Dofasco, EC and the MOE will use all reasonable efforts to address the contaminated sediments in its boat slip. Such efforts will include defining the extent of contamination, assessing the severity of contamination and its impacts, assessment of remediation options and the development and implementation of a plan of action for remediation consistent with the relevant recommendations of the Hamilton Harbour RAP.

3.5 Dofasco will use all reasonable efforts, including effective business planning, goal setting, and implementation of appropriate control measures to reduce incidence of accidental releases into water. In this regard, Dofasco has implemented containment and control systems throughout its facility, and will continue to implement such systems, including installation of best available technologies as appropriate.

4. Waste Management

4.1 Dofasco will use all reasonable efforts to meet a 60% reduction in commercial waste disposal to landfills from 1990 levels by the end of the year 1999. Dofasco will work with appropriate stakeholders to develop targets beyond the year 2000.

4.2 Dofasco will continue to investigate opportunities for application of byproducts (eg. steelmaking and blast furnace slags and sludges, millscale) as alternatives to landfill. In this regard, EC and the MOE will use all reasonable efforts to support these initiatives.

4.3 Dofasco will continue to use all reasonable efforts to increase the use of recyclable products where appropriate in its operations (ie. scrap steel as a furnace charge, PCBfree recycled oil as a dust suppressant on coal piles, regenerated pickle liquor). In this regard, EC and the MOE will use all reasonable efforts to support these initiatives.

4.4 The MOE acknowledges that part of the Ontario regulatory Review Program includes proposed amendments to Regulation 347 of the Environmental Protection Act that will, if approved exempt Dofasco from the requirement to file manifests for waste generated and treated within Dofasco's Hamilton facility which may involve the use of a public roadway, targeted to be completed by the end of the year 1997. Dofasco acknowledges that such an exemption will not release Dofasco from an obligation to maintain sufficient internal documentation, or from manifest requirements for shipments of waste materials to nonDofasco destinations.

4.5 By the end of the year 2000, Dofasco will use all reasonable efforts to destroy 100% of stored high level PCB's, and will pursue appropriate destruction of stored low level PCB waste. This will support the objectives of the CanadaOntario Agreement respecting the Great Lakes Basin Ecosystem 1994 ("COA"). Dofasco will develop plans, where appropriate, to decommission inservice PCB's either through storage or destruction.

5. Environmental Management Systems

5.1 The environmental management system at Dofasco takes into consideration environmental, social, and economic issues, as well as recognized input from the scientific community. In this regard, among other initiatives, Dofasco has referred to the following activities in the development of this Agreement:

International Joint Commission

CanadaOntario Agreement respecting the Great Lakes Basin Ecosystem 1994

Canadian Council of Ministers of the Environment

Montreal Protocol

Canadian Industry Program for Energy Conservation

ISO 14000

Framework Convention on Climate Change

5.2 Dofasco, EC and the MOE acknowledge that the draft Steel Sector Strategic Options Report of December 1996 proposed a series of recommendations concerning the management of toxic releases from sector facilities to the natural environment. Dofasco will use all reasonable efforts to implement the recommendations of that report that apply to Dofasco.

5.3 Dofasco will continue its participation in the ARET program, acknowledged by Dofasco, EC and the MOE as the primary voluntary mechanism for initiating and tracking pollution prevention activities. Dofasco will use all reasonable efforts to surpass its original ARET commitment by attaining a 50% reduction in aggregate emissions of ARET substances by the end of the year 1998.

5.4 In order to more effectively manage existing Certificates of Approval, Dofasco and the MOE will use all reasonable efforts to, wherever appropriate, consolidate such existing Certificates of Approval.

5.5 The MOE will use all reasonable efforts to streamline the process to amend existing Certificates of Approval to accommodate facility modifications, future industrial and process changes, and to increase operational flexibility.

6. Reporting

6.1 Dofasco will continue to measure and estimate releases to the natural environment (air, water, and land), and to make such data available to EC and the MOE as requested, or as required by law.

6.2 With respect to any of the specific issues addressed in this Agreement, Dofasco, EC, and the MOE will provide information as required by law or as reasonably requested by the other parties.

6.3 Dofasco will continue to publish the results of its environmental performance and aspects of this Agreement in an annual environmental report, and will make copies of such report available to any person or organization requesting a copy, using such vehicles as the Internet and hardcopy.

7. Community Involvement and Consultation

7.1 Dofasco will continue to actively participate in multistakeholder communityfocused environmental initiatives, such as:

Hamilton Air Quality Stakeholder Committee;

Hamilton Air Quality Initiative;

Ontario Smog Plan;

Canadian Industry Program for Energy Conservation;

Accelerated Reduction and Elimination of Toxics;

Steel Sector Strategic Options Process;

Hamilton Harbour Remedial Action Plan;

Bay Area Implementation Team;

Bay Area Restoration Council;

Hamilton Industrial Environment Association;

HamiltonWentworth Region Vision 20/20 Program; and

Federal Provincial Task Force on Dioxins and Furans.

Within the context of such programs and initiatives, Dofasco will discuss with stakeholders any relevant aspects of this Agreement as appropriate.

7.2 Dofasco, EC, and the MOE will communicate with representatives of the community, consistent with their respective public consultation policies and practices, regarding this Agreement.

8. Administration

8.1 Dofasco, EC and the MOE will meet annually to assess the progress of the parties towards meeting the objectives of this Agreement, to review any matter relevant to its continuing execution and propose other issues to be considered in amendments to the Agreement.

8.2 Any disagreement between or among the parties concerning this Agreement shall be referred for resolution to a committee consisting of Dofasco's General Manager, Environment, the Regional Director of West Central Region of the MOE, and EC's Regional Director of the Environmental Protection Branch Ontario Region.

IN WITNESS WHEREOF the parties have executed this Environmental Management Agreement this 3rd day of November, 1997.

Dofasco Inc.

___________________________________

J. N. Lockington

Vice President - Technology

Her Majesty the Queen in right of Canada as represented by the Minister of the Environment

___________________________________

John Mills

Regional Director General - Ontario Region

Ministry of Environment & Energy, Province of Ontario

___________________________________

James Merritt

Acting Assistant Deputy Minister - Operations Division