8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): February 1, 2006

KAISER ALUMINUM & CHEMICAL
CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware
(State of incorporation) 1-3605
(Commission File Number) 94-0928288
(I.R.S. Employer Identification Number)

27422 Portola Parkway, Suite 350
Foothill Ranch, California
(Address of Principal Executive Offices) 92610-2831
(Zip Code)

(949) 614-1740
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Extension of Expiration Date for the Post Petition Credit Facility

As more fully discussed in the Form 10-Q for the quarterly period ended September 30, 2005 (the “September 2005 Form 10-Q), Kaiser Aluminum & Chemical Corporation (“KACC” or the “Company”) had begun discussions with the agent bank that represented the lenders to the post-petition credit facility (the “DIP Facility”) regarding a short-term extension to the DIP Facility, given its pending expiration on February 11, 2006. On February 1, 2006, the Company received approval from the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for an amendment to the DIP Facility, the primary purpose of which was to extend the expiration date of the DIP Facility to May 11, 2006. In addition, the Court approved an extension of the cancellation date of the lenders’ commitment for exit financing upon the Company’s emergence from the Chapter 11 proceedings (the “Exit Financing”) to May 11, 2006. See Note 6 of Notes to Interim Consolidated Financial Statements in the September 2005 Form 10-Q for additional discussion regarding the DIP Facility and the Exit Financing. A copy of the amendment to the DIP Facility is attached hereto as Exhibit 4.1 and is incorporated by reference.

Extension of the Expiration Date for Contract with Edward F. Houff

On February 4, 2006, the Company and Edward F. Houff, its Chief Restructuring Officer entered into an Amended and Restated Non-Exclusive Consulting Agreement extending the term of Mr. Houff’s engagement through April 30, 2006, and securing Mr. Houff’s services as Chief Restructuring Officer through the earlier of KACC’s emergence from Chapter 11 and April 30, 2006. Pursuant to the Amended and Restated Non-Exclusive Consulting Agreement, Mr. Houff will continue to provide services to KACC in exchange for a monthly base fee, plus an additional hourly amount for each hour worked in excess of monthly thresholds, subject to monthly caps, all as more fully set forth in the agreement. In addition, the Company will reimburse Mr. Houff for reasonable and customary expenses incurred while providing consulting services to KACC. A copy of the Extension is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.03 Bankruptcy or Receivership

On February 6, 2006, the Bankruptcy Court overseeing the Chapter 11 cases of Kaiser Aluminum Corporation (“KAC”), KACC and 20 of KACC’s subsidiaries ( the “Remaining Debtors” and, together with KAC and KACC, the “Debtors”) entered an order confirming the Debtors’ amended plan of reorganization (as modified, the “Kaiser Aluminum Amended Plan”) that provides for the reorganization of KAC, KACC and the Remaining Debtors primarily as a fabricated aluminum products company. Among other things, as more fully discussed below, before the Kaiser Aluminum Amended Plan can become effective the United States District Court (the “District Court”) must affirm the Bankruptcy Court’s confirmation of the Kaiser Aluminum Amended Plan.

Summary of the Material Features of the Kaiser Aluminum Amended Plan

In summary, the Kaiser Aluminum Amended Plan provides for the following principal elements:

     (a) All of the equity interests of existing stockholders of the Company would be cancelled without consideration.

     (b) All post-petition and secured claims would either be assumed by the emerging entity or paid at emergence.

     (c) Pursuant to agreements reached with salaried and hourly retirees in early 2004, in consideration for the agreed cancellation of the retiree medical plan, the Company has been making certain fixed monthly payments into Voluntary Employee Beneficiary Associations (“VEBAs”) through emergence and has agreed thereafter to make certain variable annual VEBA contributions depending on the emerging entity’s operating results and financial liquidity. In addition, upon emergence the VEBAs would receive a contribution of 66.9% of the new common stock of the emerged entity (the “New Common Stock”). See Note 8 of Notes to the September 2005 Form 10-Q for additional information regarding the VEBA obligation.

     (d) The Pension Benefit Guaranty Corporation (“PBGC”) would receive a cash payment of $2.5 million and 10.8% of the New Common Stock in respect of its claims against Kaiser Aluminum & Chemical of Canada Ltd (“KACOCL”). In addition, as described in (f) below, the PBGC would receive shares of New Common Stock based on its direct claims against the Remaining Debtors (other than KACOCL) and its participation, indirectly through the separate liquidating plan of reorganization of Kaiser Alumina Australia Corporation (“KAAC”) and Kaiser Finance Corporation (“KFC”), in claims of KFC against the Company, which the Company currently estimates would result in the PBGC receiving an additional 5.4% of the New Common Stock (bringing the PBGC’s total ownership percentage to approximately 16.2%). The $2.5 million cash payment discussed above is in addition to the cash amounts the Company has agreed to pay to the PBGC at or before emergence (see Note 8 of Notes to the September 2005 Form 10-Q) and that the PBGC has received and will receive from the liquidating plans of KAAC/KFC and of Alpart Jamaica Inc. and Kaiser Jamaica Corporation (the “Liquidating Plans”). Additional information regarding the Liquidating Plans can be found in the Company’s Current Report on Form 8-K dated as of December 19, 2005, and the September 2005 Form 10-Q.

     (e) Pursuant to an agreement reached in early 2005, all pending and future asbestos-related personal injury claims, all pending and future silica and coal tar pitch volatiles personal injury claims and all hearing loss claims would be resolved through the formation of one or more trusts to which all such claims would be directed by channeling injunctions that would permanently remove all liability for such claims from the Debtors. The trusts would be funded pursuant to statutory requirements and agreements with representatives of the affected parties, using (i) the Debtors’ insurance assets, (ii) $13.0 million in cash from the Company, (iii) 100% of the equity in a subsidiary of the Company whose sole asset will be a piece of real property that produces modest rental income, and (iv) the New Common Stock to be issued as per (f) below in respect of approximately $830.0 million of intercompany claims of KFC against the Company that are to be assigned to the trust, which the Company currently estimates will result in the trusts receiving approximately 6.4% of the New Common Stock.

     (f) Other pre-petition general unsecured claims against the Remaining Debtors (other than KACOCL) are to receive approximately 22.3% of the New Common Stock in the proportion that their allowed claim bears to the total amount of allowed claims. Claims that are expected to be within this group include (i) any claims of the holders of the Company’s 9 7/8 % and 10 7/8 % Senior Notes (the “Senior Notes”), holders of the Company’s 12 ³/4 % Senior Subordinated Notes (the “Sub Notes”) and the PBGC (other than the PBGC’s claim against KACOCL described in (d) above), (ii) the approximate $830.0 million of intercompany claims that will be assigned to the personal injury trust(s) referred to in (e) above, and (iii) all unsecured trade and other general unsecured claims, including approximately $276.0 million of intercompany claims of KFC against KACC. However, holders of general unsecured claims not exceeding a specified small amount will receive a cash payment equal to approximately 2.9% of their agreed claim value in lieu of New Common Stock. In accordance with the contractual subordination provisions of the indenture governing the Sub Notes and terms of the settlement between the holders of the Senior Notes and the holders of the State of Louisiana Solid Waste Revenue Bonds (the “Revenue Bonds”), the New Common Stock or cash that would otherwise be distributed to the holders of the Sub Notes in respect of their claims against the Debtors would instead be distributed to holders of the Senior Notes and the Revenue Bonds on a pro rata basis based on their relative allowed amounts of their claims.

No assurance can be given that the Bankruptcy Court’s confirmation of the Kaiser Aluminum Amended Plan will ultimately be affirmed by the United States District Court, that the conditions precedent to effectiveness of the Kaiser Aluminum Amended Plan will be satisfied or waived, or that the transactions contemplated by the Kaiser Aluminum Amended Plan will ultimately be consummated. However, assuming there are no unexpected delays in the affirmation of the Kaiser Aluminum Amended Plan, it is possible that the Company could emerge from Chapter 11 during the first quarter of 2006.

A copy of the press release announcing the Bankruptcy Court’s confirmation of the Kaiser Aluminum Amended Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, the Kaiser Aluminum Amended Plan is attached hereto as Exhibit 2.1, the modification of the Kaiser Aluminum Amended Plan approved by the Bankruptcy Court on November 14, 2005 is attached hereto as Exhibit 2.2, the second modification of the Kaiser Aluminum Amended Plan, dated November 22, 2005, is attached hereto as Exhibit 2.3, the third modification of the Kaiser Aluminum Amended Plan, dated December 16, 2005, is attached hereto as Exhibit 2.4 and the Bankruptcy Court’s confirmation order is attached hereto as Exhibit 2.5, and each such exhibit is incorporated herein by reference.

Conditions Precedent to the Effectiveness of the Kaiser Aluminum Amended Plan

Before the Kaiser Aluminum Amended Plan can become effective, the following conditions, among others, must be satisfied (or waived):

• The confirmation order must have become a final order of the Bankruptcy Court;

• The documents effectuating the exit financing facility must have been executed and delivered by the parties thereto (see Note 6 of Notes to the September 2005 Form 10-Q);

• The shares of the New Common Stock to be issued pursuant to the Kaiser Aluminum Amended Plan must have been registered under the Securities Exchange Act of 1934;

• The New Common Stock must have been designated as NASDAQ National Market or NASDAQ SmallCap Market securities by The Nasdaq Stock Market, Inc. or authorized for listing on or accepted for quotation through a national securities exchange;

• The Bankruptcy Court and/or the District Court, as required, must have entered an order or orders permanently and forever staying any actions with respect to any personal injury claim related to asbestos, coal tar pitch volatiles, noise induced hearing loss, or silica (together, the “PI Channeling Injunctions”) and the PI Channeling Injunctions must be in full force and effect;

• The trust agreements for the trusts to be established to assume responsibility for personal injury claims related to asbestos, coal tar pitch volatiles, noise induced hearing loss and silica must have been executed by the parties thereto; and

• The bankruptcy proceedings in Canada must have been dismissed or terminated.

The conditions to the effective date may be waived in whole or part by the Debtors at any time and without an order of the Bankruptcy Court with the consent of the creditors’ committee, the committee of asbestos claimants, the committee of the retired salaried employees of the Debtors (the “Retiree’s Committee”), the legal representative of future asbestos-related claimants (the “Asbestos Futures Representative”) and the legal representative of future silica-related and coal tar pitch volatiles-related claimants (the “Silica/CTPV Futures Representative”). In the event the Retirees’ Committee fails to consent and all other such consents have been given, a condition may be waived pursuant to an order of the Bankruptcy Court.

As indicated above, no assurances can be given as to whether or when these and the other conditions precedent to the effectiveness of the Kaiser Aluminum Amended Plan will be satisfied or waived.

Shares of New Common Stock to be Issued Pursuant to the Kaiser Aluminum Amended Plan

Under the Kaiser Aluminum Amended Plan, an aggregate of 20,000,000 shares of New Common Stock would be issued on the effective date thereof. In addition to the 20,000,000 shares of New Common Stock to be issued pursuant to the Plan and outstanding as of the Effective Date, 2,222,222 shares of New Common Stock will be available for issuance pursuant to the equity incentive plan. Further, the Kaiser Aluminum Amended Plan contemplates that additional shares of New Common Stock could be issued in the future to satisfy certain environmental liabilities that have not yet been identified and liquidated. Additional information regarding the issuance of shares of New Common Stock on the effective date is contained in the Disclosure Statement pursuant to Section 1125 of the bankruptcy code for the Kaiser Aluminum Amended Plan.

Assets and Liabilities of the Consolidated Debtors

The Company’s external reporting and quality control and assurance processes and procedures are primarily focused on quarterly financial information filed pursuant to its quarterly reporting requirements. Additionally information regarding the impact of the Kaiser Aluminum Amended Plan on the Debtors’ consolidated financial statements must be considered in understanding the Debtors’ financial information.

The unaudited consolidated balance sheet as of September 30, 2005, included in Item 1. Financial Statements in the September 2005 Form 10-Q reflects total assets of $2,197.8 million and total liabilities of $4,202.3 million (including liabilities subject to compromise of $3,949.8 million). Those consolidated financial statements were prepared in accordance with American Institute of Certified Professional Accountants (“AICPA”) Statement of Position 90-7 (“SOP 90-7”), Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, and on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. However, as a result of the Debtors’ Chapter 11 proceedings and, more specifically, the Kaiser Aluminum Amended Plan, the valuation of assets and liabilities are subject to a significant number of uncertainties.

Upon emergence from the Chapter 11 proceedings, the Company expects to apply “fresh start” accounting to its consolidated financial statements as required by SOP 90-7. Fresh start accounting is required as: (1) a debtor’s liabilities have been determined to be in excess of its assets and (2) there will be a greater than 50% change in the equity ownership of the entity. As such, upon emergence, the Company will restate its balance sheet to equal the reorganization value as determined in its plan(s) of reorganization and approved by the Court. Additionally, items such as accumulated depreciation, accumulated deficit and accumulated other comprehensive income (loss) will be reset to zero. The Company will allocate the reorganization value to its individual assets and liabilities based on their estimated fair value at the emergence date. Typically such items as current liabilities, accounts receivable, and cash will be reflected at values similar to those reported prior to emergence. Items such as inventory, property, plant and equipment, long-term assets and long-term liabilities are more likely to be significantly adjusted from amounts previously reported. Because fresh start accounting will be adopted at emergence and because of the significance of liabilities subject to compromise (that will be relieved upon emergence), comparisons between the current historical financial statements and the financial statements upon emergence may be difficult to make.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors: Appointment of Principal Officers.

Pursuant to the Kaiser Aluminum Amended Plan, at the effective date all of the existing members of the Company’s board of directors other than Jack Hockema will cease to be a director of the Company and Carl Frankel, Teresa Hopp, Bill Murdy, Al Osborne, Georganne Proctor, Jack Quinn, Tom Van Leeuwen and Brett Wilcox will become directors of the Company. Jack Hockema, the president and Chief Executive Officer of the Company, will serve as chairman of the board of directors. A copy of the press release announcing the individuals who will serve as the board of directors of the Company upon the effectiveness of the Kaiser Aluminum Amended Plan, which contains biographical information regarding each of the individuals, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

As contemplated by the Kaiser Aluminum Amended Plan, Messrs. Frankel, Quinn and Wilcox were designated by the United Steelworkers and Mmes. Hopp and Proctor and Messrs. Murdy and Van Leeuwen were selected by a committee comprised of two individuals designated by the Debtors, two individuals designated by the creditors’ committee and one individual designated jointly by the committee of asbestos claimants, the Asbestos Futures Representative and the Silica/CTPV Futures Representative. The United Steelworkers had also designated George Becker to serve as a director of the Company; however, since such designation, Mr. Becker has informed the United Steelworkers and the Company that for reasons of personal health he would like to be replaced. The replacement will be made with an individual to be designated by the United Steelworkers. Mr. Becker has confirmed his commitment to serve on the board of directors until a replacement is identified.

Preliminary committee assignments, subject to approval of the board of directors upon emergence are expected to be as follows:

Audit Committee: Mmes. Hopp and Proctor and Messrs. Osborne Van Leeuwen, and Wilcox
Compensation Committee: Messrs. Murdy and Quinn and Ms. Proctor
Executive Committee: Messrs. Hockema, Becker and Wilcox and Ms. Hopp
Nominating and Corporate Governance Committee: Messrs. Osborne, Frankel, Murdy, Quinn and Van
Leeuwen

Item 8.01 Other Events

As previously disclosed, on December 20, 2005, the “Bankruptcy Court overseeing the Company’s Chapter 11 case confirmed the previously filed plans (the Liquidating Plans”) that would liquidate four commodity subsidiaries (Alpart Jamaica Inc. and Kaiser Jamaica Inc., Kaiser Alumina Australia Corporation and Kaiser Finance Corporation; together the “Liquidating Subsidiaries”). The Bankruptcy Court’s December 20, 2005 ruling did not resolve a dispute between the holders of the Company’s Senior Notes and the holders of the Company’s Senior Subordinated Notes (more fully described in the September 2005 Form 10-Q) regarding their respective entitlement to certain of the proceeds from sale of interests by the Liquidating Subsidiaries (the “Senior Note-Subordinated Note Dispute”). Pursuant to the Bankruptcy Court’s order, the Liquidating Subsidiaries were authorized to transfer their assets to a trustee as contemplated by the Liquidating Plans and the trustee was, in turn, authorized to make partial cash distributions to certain creditors of the Liquidating Subsidiaries, while reserving sufficient amounts for future distributions until the Bankruptcy Court resolved the Senior Note-Subordinated Note Dispute and for the payment of administrative and priority claims and trust expenses. Additional information regarding the reserves to be established by the trustee and partial distributions to be made by the trustee are contained in the Company’s Current Report on Form 8-K dated as of December 19, 2005.

In late December 2005, all restricted cash or other assets held on behalf of or the Liquidating Subsidiaries were transferred to a trustee in accordance with the terms of the Liquidating Plans and, in connection with the effectiveness of the Liquidating Plans, the Liquidating Subsidiaries were deemed to be dissolved and took the actions necessary to dissolve and terminate their corporate existence.

On December 22, 2005, the Bankruptcy Court issued a decision in connection with the Senior Note-Subordinated Note Dispute, finding in favor of the Senior Notes and consistent with the Company’s previously stated views on the issues. On January 10, 2006, the Bankruptcy Court held a hearing in respect to a request by the indenture trustee for the Subordinated Notes to stay distribution of the amounts reserved under the Liquidating Plans in respect of the Senior Note-Subordinated Note Dispute pending appeals in respect of the Bankruptcy Court’s decision that the Company’s Subordinated Notes were contractually subordinate to the Company’s Senior Notes in regard to certain subsidiary guarantors (particularly the Liquidating Subsidiaries)

and that certain parties were due certain reimbursements. An agreement was reached at the hearing, subject to court approval and an order to be issued, that would authorize the trustee to distribute the amounts reserved to the indenture trustees for the Senior Notes and further authorize the indenture trustees to make distributions to holders of the Senior Notes while such appeals proceed, in each case subject to the terms and conditions stated in the order.

The above matters concerning the Liquidating Subsidiaries do not in any way affect the Company’s plan of reorganization, which is discussed in 1.03 above.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

	2.1 Second Amended Joint Plan of Reorganization for KAC, the Company and the Remaining Debtors (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K, dated as of September 8, 2005, filed by KAC, File No 1-9447)
*	2.2 Modifications to Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates Pursuant to Stipulation and Agreed Order Between Insurers, Debtors, Committee, and Futures Representatives
*	2.3 Modification to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, dated November 22, 2005
*	2.4 Third Modification to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, dated December 16, 2005
*	2.5 Order Confirming the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as Modified
*	4.1 First Amendment to Secured Super-Priority Debtor-In-Possession Revolving Credit and Guaranty Agreement
*	10.1 Amended and Restated Non-Exclusive Consulting Agreement between Kaiser Aluminum & Chemical Corporation and Edward F. Houff
*	99.1 Press Release dated February 6, 2006
*	99.2 Press Release dated November 4, 2005

* Included with this filing.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KAISER ALUMINUM & CHEMICAL CORPORATION (Registrant)
	By:	/s/ Daniel D. Maddox
Dated: February 7, 2006		Daniel D. Maddox
		Vice President and Controller

EXHIBIT INDEX

Exhibit 2.1	Second Amended Joint Plan of Reorganization for KAC, the Company and the Remaining Debtors (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K, dated as of September 8, 2005, filed by KAC, File No 1-9447)
Exhibit 2.2	Modifications to Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates Pursuant to Stipulation and Agreed Order Between Insurers, Debtors, Committee, and Futures Representatives *
Exhibit 2.3	Modification to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, dated November 22, 2005 *
Exhibit 2.4	Third Modification to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, dated December 16, 2005 *
Exhibit 2.5	Order Confirming the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as Modified *
Exhibit 4.1	First Amendment to Secured Super-Priority Debtor-In-Possession Revolving Credit and Guaranty Agreement *
Exhibit 10.1	Amended and Restated Non-Exclusive Consulting Agreement between Kaiser Aluminum & Chemical Corporation and Edward F. Houff *
Exhibit 99.1	Press Release dated February 6, 2006*
Exhibit 99.2	Press Release dated November 4, 2005*

* Included with this filing.

EX-2.2

Exhibit 2.2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	x
In re:	:	Chapter 11
KAISER ALUMINUM CORPORATION, a Delaware corporation, et al.,	: : :	Jointly Administered Under Case No. 02-10429 (JKF)
	:
Debtors.	:
	x

MODIFICATIONS TO SECOND AMENDED JOINT PLAN OF
REORGANIZATION OF KAISER ALUMINUM CORPORATION, KAISER
ALUMINUM & CHEMICAL CORPORATION AND CERTAIN OF THEIR DEBTOR
AFFILIATES PURSUANT TO STIPULATION AND AGREED ORDER BETWEEN
INSURERS, DEBTORS, COMMITTEE, AND FUTURES REPRESENTATIVES
[EXHIBIT A]

The Second Amended Joint Plan Of Reorganization Of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation And Certain Of Their Debtor Affiliates (the “Plan”) shall be modified and amended as follows:¹

1. Current §1.1(36), subparagraph (d) shall be amended as follows:

d. subject to Section 5.8, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and

2. The following shall be added as a new section known as §1.1(44), which will appear following current §1.1(43) and before current §1.1(44):

“Bankruptcy Insurance Stipulation” means that certain Stipulation and Agreed Order, entered by the Bankruptcy Court on
November ___, 2005 as docket no. ___, by and between the Debtors, certain PI Insurance Companies, the Asbestos Claimants’ Committee, the Future Asbestos Claimants’ Representative and the Future Silica and CTPV Claimants’ Representative, as such Stipulation and Agreed Order may subsequently be amended and modified by agreement of the parties thereto.

¹ All capitalized terms not defined herein shall have the meanings ascribed to them in the Plan.

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3. Subparagraph (d) of current §1.1(68) shall be amended as follows:

d. subject to Section 5.8, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and

4. The following shall be added as a new section of §1.1, which will appear following current §1.1(74) and before current §1.1(75):

“Debtor Insurance Claim” means a Claim (other than a Channeled Personal Injury Claim) that is alleged to be covered by an insurance policy issued or allegedly issued by a PI Insurance Company.

5. Current §1.1(131), subparagraph (d) shall be amended as follows:

d. subject to Section 5.8, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and

6. Current §1.1(146) shall be amended and restated in its entirety as follows:

“PI Insurance Company” means any insurance company, insurance broker or syndicate insurance broker, guaranty association or any other entity that may have liability under an Included PI Trust Insurance Policy, provided, however, PI Insurance Company shall not include any Protected Party (except to the extent such PI Insurance Company is a Settling Insurance Company).

7. Current §1.1(147) shall be amended and restated in its entirety as follows:

“PI Insurance Coverage Action” means any claim, cause of action or right of the Debtors or any of them, under the laws of any jurisdiction, against any PI Insurance Company, arising from or related to: (a) any such PI Insurance Company’s failure or refusal to provide coverage or pay under an insurance policy in respect of a Channeled Personal Injury Claim or Debtor Insurance Claim; (b) failure or refusal of any PI Insurance Company to compromise and settle any Channeled Personal Injury Claim or Debtor Insurance Claim under or pursuant to any insurance policy; or (c) the interpretation or enforcement of the terms of any insurance policy in respect of a Channeled Personal Injury Claim or Debtor Insurance Claim.

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8. Current §1.1(148) and shall be amended and restated in its entirety as follows:

“PI Insurer Coverage Defenses” means all defenses at law or in equity that any PI Insurance Company may have under applicable non-bankruptcy law to provide insurance coverage to or for (a) Channeled Personal Injury Claims or Trust Expenses of any of the Trusts that have been channeled to or assumed by or incurred by any of the Trusts, pursuant to the Plan, provided, however, that the pursuit of such defenses shall be subject to the terms of the Bankruptcy Insurance Stipulation (if applicable), or (b) any Debtor Insurance Claim.

9. The following shall be added as a new section of §1.1, which will appear following current §1.1(154) and before current §1.1(155):

“Plan Documents” means all exhibits to the Plan, all other Plan supplements, and any other documents purporting to modify or alter the Plan.

10. Current §1.1(185) shall be amended and restated in its entirety as follows:

“Settling Insurance Company” means each PI Insurance Company listed on Exhibit 1.1(187) (as the same may be amended, modified or supplemented) and any PI Insurance Company providing coverage under one or more Included PI Trust Insurance Policies that enters into a settlement at any time on or prior to the later of April 30, 2006 or the Effective Date, that is (a) sufficiently comprehensive in the determination of the Debtors, the Asbestos Claimants’ Committee, the Future Asbestos Claimants’ Representative, the Future Silica and CTPV Claimants’ Representative, or the Funding Vehicle Trustees, as applicable, to justify treating such company as a Protected Party as to all or certain of the Channeled Personal Injury Claims and (b) if required, approved by the Bankruptcy Court.

11 Current §1.1(188), subparagraph (d) shall be amended as follows:

d. subject to Section 5.8, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and

12. The following shall be added as a new section of §1.1, which will appear following current §1.1(192) and before current §1.1(193):

“State Court Insurance Stipulation” means that certain Stipulation and Agreed Order, entered by the San Francisco Superior Court of the State of California on ___, 2005 in those certain PI Insurance Coverage Actions captioned as Kaiser Aluminum & Chemical Corp. v. London Market Insurers, et. al., No. 312415 and Kaiser Aluminum & Chemical Corp. v. Ins. Comp. of North America, No. 322710, by and between the Debtors and certain PI Insurance Companies, as such

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Stipulation and Agreed Order may subsequently be amended and modified by agreement of the parties thereto.

13. The following shall be added as a new section of §1.1, which will appear following current §1.1(199) and before current §1.1(200):

(202) “Trusts” means the Funding Vehicle Trust and the PI Trusts.

14. Subparagraphs (c), (d), (e) and (f) of current §3.3 shall be amended as follows:

c. Class 5 (Asbestos Personal Injury Claims): As of the Effective Date, liability for all Class 5 Claims shall automatically and without further act, deed or court order be assumed by the Asbestos PI Trust in accordance with and to the extent set forth in Article V. Each Asbestos Personal Injury Claim will be determined and paid in accordance with the terms, provisions and procedures of the Asbestos PI Trust Agreement and the Asbestos Distribution Procedures, subject to the right of any PI Insurance Company to assert any PI Insurer Coverage Defense in response to a demand that such insurer handle, defend or pay any such Claim. As further provided in Article V, the sole recourse of the holder of an Asbestos Personal Injury Claim on account of such Claim will be to the Asbestos PI Trust and such holder will have no right whatsoever at any time to assert its Asbestos Personal Injury Claim against any Protected Party.

d. Class 6 (CTPV Personal Injury Claims): As of the Effective Date, liability for all Class 6 Claims shall automatically and without further act, deed or court order be assumed by the CTPV PI Trust in accordance with and to the extent set forth in Article V. Each CTPV Personal Injury Claim will be determined and paid in accordance with the terms, provisions and procedures of the CTPV PI Trust Agreement and the CTPV Distribution Procedures, subject to the right of any PI Insurance Company to assert any PI Insurer Coverage Defense in response to a demand that such insurer handle, defend or pay any such claim.. As further provided in Article V, the sole recourse of the holder of a CTPV Personal Injury Claim on account of such Claim will be to the CTPV PI Trust and such holder will have no right whatsoever at any time to assert its CTPV Personal Injury Claim against any Protected Party.

e. Class 7 (NIHL Personal Injury Claims): As of the Effective Date, liability for all Class 7 Claims shall automatically and without further act, deed or court order be assumed by the NIHL PI Trust in accordance with and to the extent set forth in Article V. Each NIHL Personal Injury Claim will be determined and paid in accordance with the terms, provisions and procedures of the NIHL PI Trust Agreement and the NIHL Distribution Procedures, subject to the right of any PI Insurance Company to assert any PI Insurer Coverage Defense in response to a demand that such insurer handle, defend or pay any such claim.. As further provided in Article V, the sole recourse of the holder of a CTPV Personal Injury Claim on account of such Claim will be to the NIHL PI

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Trust and such holder will have no right whatsoever at any time to assert its NIHL Personal Injury Claim against any Protected Party.

f. Class 8 (Silica Personal Injury Claims): As of the Effective Date, liability for all Class 8 Claims shall automatically and without further act, deed or court order be assumed by the Silica PI Trust in accordance with and to the extent set forth in Article V. Each Silica Personal Injury Claim will be determined and paid in accordance with the terms, provisions and procedures of the Silica PI Trust Agreement and the Silica Distribution Procedures, subject to the right of any PI Insurance Company to assert any PI Insurer Coverage Defense in response to a demand that such insurer handle, defend or pay any such claim.. As further provided in Article V, the sole recourse of the holder of a CTPV Personal Injury Claim on account of such Claim will be to the Silica PI Trust and such holder will have no right whatsoever at any time to assert its Silica Personal Injury Claim against any Protected Party.

15. Current §5.6 shall be amended and restated in its entirety as follows:

5.6 Insurance Neutrality

Nothing in the Plan, any Exhibit to the Plan, the Confirmation Order, any finding of fact and/or conclusion of law with respect to the Confirmation of the Plan, shall limit the right of any PI Insurance Company, in any PI Insurance Coverage Action, to assert any PI Insurer Coverage Defense.

16. The following shall be added as a new section known as §5.7:

5.7 Collateral Effects of Confirmation

a. The Plan, the Plan Documents, the Confirmation Order, the Bankruptcy Insurance Stipulation, and the State Court Insurance Stipulation shall be binding on the Debtors, the Reorganized Debtors, the Trusts and the beneficiaries of the Trusts. While the obligations, if any, of the Trusts to pay holders of Channeled Personal Injury Claims shall be determined pursuant to the Plan, the PI Trust Distribution Procedures, and the Plan Documents, neither (I) the Court’s approval of (x) the Plan, (y) the PI Trust Distribution Procedures, or (z) the Plan Documents, nor (II) the Confirmation Order shall, with respect to any PI Insurance Company (including on the basis of the decisions in UNR Industries, Inc. v. Continental Casualty Co., 942 F.2d 1101 (7th Cir. 1991) or Fuller-Austin Insulation Co. v. Fireman’s Fund Inc. Co., et al., Case No. BC 116835, 2002 WL 31005090 (Cal. Superior Ct. Aug. 6, 2002)), constitute a trial or hearing on the merits, an adjudication or judgment, or be used as evidence to prove:

     (i) that any of the Debtors, the Trusts, or any PI Insurance Company is liable for, or otherwise obligated to pay with respect to, any individual Channeled Personal Injury Claim;

5

     (ii) that the procedures established by the Plan, including the PI Trust Distribution Procedures, for evaluating and paying Channeled Personal Injury Claims are reasonable and/or consistent with any procedures that were used to evaluate or settle Channeled Personal Injury Claims against the Debtors before the Petition Date;

     (iii) that the settlement of, or the value assigned to, any individual Channeled Personal Injury Claim pursuant to the PI Trust Distribution Procedures was reasonable and/or otherwise appropriate;

     (iv) that any of the PI Insurance Companies participated in and/or consented to the negotiation of the Plan, the PI Trust Distribution Procedures, or any of the Plan Documents;

     (v) that any of the Debtors or the Trusts have suffered an insured loss with respect to any Channeled Personal Injury Claim; or

     (vi) as to the liability, or amount thereof on an aggregate basis or for any individual claim, of the Debtors or any of the Trusts for Channeled Personal Injury Claims.

b. Notwithstanding anything in Sections 5.6 or 5.7 to the contrary, nothing in Sections 5.6 or 5.7 shall affect or limit or be construed as affecting or limiting the protection afforded to any Settling Insurance Company by a PI Channeling Injunction and/or the Channeled PI Insurance Entity Injunction.

c. Nothing in Sections 5.6 and 5.7 is intended or shall be construed to preclude otherwise applicable principles of res judicata or collateral estoppel from being applied against any PI Insurance Company with respect to any issue that is actually litigated by such PI Insurance Company as part of its objections, if any, to Confirmation of the Plan or as part of any contested matter or adversary proceeding filed by such PI Insurance Company in conjunction with or related to Confirmation of the Plan.

d. Nothing in the Plan, the Plan Documents, the Confirmation Order, or any findings of fact and/or conclusions of law with respect to the Confirmation or consummation of the Plan shall limit the right, if any, of (i) any PI Insurance Company, in any PI Insurance Coverage Action, to assert any PI Insurer Coverage Defense including by presenting evidence and/or argument with respect to any of the matters specified in clauses (i) through (vi) of Section 5.7(a) above or (ii) any other party in any such PI Insurance Coverage Action to assert any appropriate position. Except as provided in Section 5.7(c) above, none of the matters specified in clauses (i) through (vi) of Section 5.7(a) above shall have any res judicata or collateral estoppel effect against any PI Insurance Company.

6

17. The following shall be added as a new section known as §5.8:

§ 5.8 Contribution Claims.

If a non-Settling Insurance Company asserts that it has rights of contribution, indemnity, reimbursement, subrogation or other similar claims (collectively, “Contribution Claims”) against a Settling Insurance Company, (i) such Contribution Claims may be asserted as a defense or counterclaim against the Trusts or the Reorganized Debtors (as applicable) in any PI Insurance Coverage Action including such non-Settling Insurance Company, and the Trusts or the Reorganized Debtors (as applicable) may assert the legal or equitable rights, if any, of the Settling Insurance Company, and (ii) to the extent such Contribution Claims are determined to be valid, the liability (if any) of such non-Settling Insurance Company to the Trusts or the Reorganized Debtors (as applicable) shall be reduced by the amount of such Contribution Claims.

18. Subparagraph (b) of §6.7 shall be amended as follows:

b. Reservation of Rights.

     Nothing contained in the Plan will (i) constitute a waiver of any claim, right or cause of action that a Debtor, the Funding Vehicle Trust, any PI Trust or a Reorganized Debtor, as the case may be, may hold against the insurer under any policy of insurance or insurance agreement, except to the extent the insurer is a Settling Insurance Company; or (ii) limit the assertion, applicability or effect of any PI Insurer Coverage Defense.

19. Subparagraph (b) of §8.1 shall be amended as follows:

b. Authority to Prosecute Objections.

     After the Confirmation Date, only the Debtors or the Reorganized Debtors will have the authority to File, settle, compromise, withdraw or litigate to judgment objections to Claims, other than Channeled Personal Injury Claims, which will be resolved pursuant to the terms of the applicable PI Trust Distribution Procedures, including pursuant to any alternative dispute resolution or similar procedures approved by the Bankruptcy Court. After the Effective Date, the Reorganized Debtors may settle or compromise any Disputed Claim, other than Channeled Personal Injury Claims, which will be resolved pursuant to the terms of the applicable PI Trust Distribution Procedures, without approval of the Bankruptcy Court. Notwithstanding the provisions of the foregoing two sentences, the right to settle, compromise, withdraw, or litigate to judgment any Claims including, without limitation, Channeled Personal Injury Claims, Tort Claims, or Disputed Claims, shall be subject to the right of any PI Insurance Company to raise any PI Insurer Coverage Defense in response to a demand that such insurer handle, defend, or pay any such Claim. This

7

grant of authority to the Debtors and Reorganized Debtors will not limit the right of the US Trustee or any other party in interest to object to Professional Fee Claims as contemplated by Section 3.1.a(vii)(B)(1).

20. The following shall be added as subparagraph (c) to §12.1:

c. Nothing in this section 12.1 shall affect the right of any PI Insurance Company to assert any PI Insurer Coverage Defense.

21. The following shall be added as subparagraph (F) to §12.2(c)(iii):

(F) the rights of any PI Insurance Company to assert any PI Insurer Coverage Defense.

22. The following shall be added as subparagraph (q) to §XIII:

q. Enter and implement such orders as may be necessary or appropriate if any aspect of the Plan, the Trusts, or the Confirmation Order, is for any reason or in any respect determined by a court to be inconsistent with, violative of, or insufficient to satisfy any of the terms, conditions, or other duties associated with any PI Included Insurance Policies, provided however, (a) such orders shall not impair the PI Insurer Coverage Defenses or the rights, claims, or defenses, if any, of any PI Insurance Company that are set forth or provided for in the Plan, the Plan Documents, the Confirmation Order, or any other Orders entered in the bankruptcy cases of the Debtors, (b) this provision does not, in and of itself, grant this Court jurisdiction to hear and decide disputes arising out of or relating to the PI Included Insurance Policies, and (c) all interested parties, including any PI Insurance Company, reserve the right to oppose or object to any such motion or order seeking such relief.

23. The last sentence of §XIII shall be amended as follows:

Notwithstanding anything to the contrary in this Article XIII, (i) the liquidation of Channeled Personal Injury Claims and Debtor Insurance Claims, and the forum in which such liquidation will take place will be governed by and in accordance with the Plan, the applicable PI Trust Agreement and PI Trust Distribution Procedures and (ii) the Bankruptcy Court will have concurrent rather than exclusive jurisdiction with respect to disputes relating to rights under insurance policies included in the PI Insurance Assets.

24. Current §14.2 shall be amended as follows:

14.2 Limitation of Liability

The Debtors, the Reorganized Debtors, the DIP Lenders, the Indenture Trustees and their respective directors, officers, employees and professionals, acting in

8

such capacity and the Creditors’ Committee or members thereof, the Asbestos Claimants’ Committee or members thereof, the Retirees’ Committee or members thereof, the Future Asbestos Claimants’ Representative, the Future Silica and CTPV Claimants’ Representative and their respective Professionals will neither have nor incur any liability to any entity for any act taken or omitted to be taken in connection with or related to the formulation, preparation, dissemination, Implementation, Confirmation or consummation of the Plan, the Disclosure Statement or any contract, instrument, release or other agreement or document created or entered into, or any other act taken or omitted to be taken, in connection with the Plan; provided, however, that the foregoing provisions of this Section 14.2 will have no effect on (a) the liability of any entity that would otherwise result from the failure to perform or pay any obligation or liability under the Plan or any contract, instrument, release or other agreement or document to be entered into or delivered in connection with the Plan, (b) the liability of any entity that would otherwise result from any such act or omission to the extent that such act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct, or (c) any PI Insurer Coverage Defense.

25. Section references and cross-references contained in the Plan shall be deemed renumbered to conform to the modifications outlined above.

9

EX-2.3

Exhibit 2.3

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

IN RE Kaiser Aluminum Corporation, a Delaware corporation, et al.,	: : : :	Jointly Administered Case No. 02-10429 (JKF) Chapter 11
Debtors.	:
	:
	:
(Kaiser Aluminum Corporation)	:	(Case No. 02-10429 (JKF))
(Kaiser Aluminum & Chemical Corporation)	:	(Case No. 02-10430 (JKF))
(Akron Holding Corporation)	:	(Case No. 02-10431 (JKF))
(Kaiser Aluminum & Chemical Investment, Inc.)	:	(Case No. 02-10433 (JKF))
(Kaiser Aluminium International, Inc.)	:	(Case No. 02-10434 (JKF))
(Kaiser Aluminum Properties, Inc.)	:	(Case No. 02-10435 (JKF))
(Kaiser Aluminum Technical Services, Inc.)	:	(Case No. 02-10436 (JKF))
(Kaiser Bellwood Corporation)	:	(Case No. 02-10437 (JKF))
(Kaiser Micromill Holdings, LLC)	:	(Case No. 02-10439 (JKF))
(Kaiser Texas Micromill Holdings, LLC)	:	(Case No. 02-10440 (JKF))
(Kaiser Sierra Micromills, LLC)	:	(Case No. 02-10441 (JKF))
(Kaiser Texas Sierra Micromills, LLC)	:	(Case No. 02-10442 (JKF))
(Oxnard Forge Die Company, Inc.)	:	(Case No. 02-10443 (JKF))
(Alwis Leasing LLC)	:	(Case No. 02-10818 (JKF))
(Kaiser Center, Inc.)	:	(Case No. 02-10819 (JKF))
(KAE Trading, Inc.)	:	(Case No. 03-10145 (JKF))
(Kaiser Aluminum & Chemical Investment Limited (Canada))	: :	(Case No. 03-10146 (JKF))
(Kaiser Aluminum & Chemical Of Canada Limited (Canada))	: :	(Case No. 03-10147 (JKF))
(Kaiser Bauxite Company)	:	(Case No. 03-10148 (JKF))
(Kaiser Center Properties)	:	(Case No. 03-10149 (JKF))
(Kaiser Export Company)	:	(Case No. 03-10150 (JKF))
(Texada Mines Ltd. (Canada))	:	(Case No. 03-10152 (JKF))

MODIFICATION TO THE SECOND AMENDED JOINT PLAN OF
REORGANIZATION OF KAISER ALUMINUM CORPORATION, KAISER ALUMINUM
& CHEMICAL CORPORATION AND CERTAIN OF THEIR DEBTOR AFFILIATES

Gregory M. Gordon (TX 08435300)	Daniel J. DeFranceschi (DE 2732)
Henry L. Gompf (TX 08116400)	RICHARDS, LAYTON & FINGER, P.A.
Troy B. Lewis (TX 12308650)	One Rodney Square
Daniel P. Winikka (TX 00794873)	Wilmington, Delaware 19899
JONES DAY	Telephone: (302) 651-7700
2727 North Harwood	Facsimile: (302) 651-7701
Dallas, Texas 75201
Telephone: (214) 220-3939	ATTORNEYS FOR DEBTORS AND
Facsimile: (214) 969-5100	DEBTORS IN POSSESSION

Dated: November 22, 2005

          Subject to approval by the Bankruptcy Court and pursuant to this Modification to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, the Debtors effect the following changes to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates (the “Plan”):

Modifications to the Plan

          Section 1.1(75) of the Plan is hereby amended in its entirety to read as follows:

          “‘Debtors’ means KAC, KACC, Akron Holding Corporation, Kaiser Aluminum & Chemical Investment, Inc., Kaiser Aluminium International, Inc., Kaiser Aluminum Properties, Inc., Kaiser Aluminum Technical Services, Inc., Kaiser Bellwood Corporation, Kaiser Micromills Holdings, LLC, Kaiser Texas Micromill Holdings, LLC, Kaiser Sierra Micromills, LLC, Kaiser Texas Sierra Micromills, LLC, Oxnard Forge Die Company, Inc., Alwis Leasing, LLC, Kaiser Center, Inc., KAE Trading, Inc., Kaiser Aluminum & Chemical Investment Limited (Canada), Kaiser Aluminum & Chemical of Canada Limited (Canada), Kaiser Center Properties, Kaiser Export Company, Texada Mines Ltd. (Canada) and KBC.”

          Section 1.1(138) of the Plan is hereby amended in its entirety to read as follows:

          “‘Other Debtor’ means an Alumina Subsidiary Debtor.”

          Section 1.1(195) of the Plan is hereby amended in its entirety to read as follows:

          “‘Substantively Consolidated Debtors’ means all of the Debtors other than any Canadian Debtor and KBC.”

          Section 2.9.b of the Plan is hereby amended in its entirety to read as follows:

          “Subclass 9B: Other Unsecured Claims (including the Senior Note Claims, the 6-1/2% RPC Revenue Bond Claims, the 7-3/4% SWD Revenue Bond Claims, the 7.60% SWD Revenue Bond Claims, the unsecured portion of any Claims, which, if such Claims were fully secured, would have been classified in Class 3 and as to which the applicable Debtor will have elected Option A treatment under Section 3.2.b, Tort Claims, unsecured PBGC Claims against the Substantively Consolidated Debtors and KBC, Unsecured Claims of Sherwin Alumina, L.P. against KBC and the KFC Claim).”

     Section 2.16 of the Plan is hereby amended in its entirety to read as follows:

          “Allowed Amount of Certain Claims: The following table indicates for each category of Claims listed the aggregate allowed amount of such Claims for purposes of the Plan.

	Aggregate
Claim	Allowed Amount
a. Claims Against KACC and the Debtor Guarantors:
9-7/8% Senior Note Claims	$	181,168,828.96
10-7/8% Senior Note Claims (Series B)		181,185,156.27
10-7/8% Senior Note Claims (Series D)		51,767,187.50
Senior Subordinated Note Claims		427,200,000.00
b. Claims Against KACC:
6-1/2% RPC Revenue Bond Claims	$	12,760,461.11
7-3/4% SWD Revenue Bond Claims		20,051,666.67

	Aggregate
Claim	Allowed Amount
7.60% SWD Revenue Bond Claims		18,045,788.89
KFC Claim		1,106,000,000.00
c. PBGC Claims Against Each Debtor:
PBGC Claims	$	616,000,000.00
d. Sherwin Claim Against KBC:
Unsecured Claim of Sherwin Alumina, L.P. against KBC	$	42,125,000.00”

          Section 9.1 of the Plan is hereby amended in its entirety to read as follows:

          “Substantive Consolidation

          In connection with Confirmation, the Debtors will seek Bankruptcy Court approval of the substantive consolidation of the Substantively Consolidated Debtors for the purpose of implementing the Plan, including for purposes of voting, Confirmation and distributions to be made under the Plan. Pursuant to the relevant order of the Bankruptcy Court: (a) all assets and liabilities of the Substantively Consolidated Debtors will be deemed merged; (b) all guarantees by, or co-obligations of, one Substantively Consolidated Debtor in respect of the obligations of any other Substantively Consolidated Debtor will be deemed eliminated so that any Claim against any Substantively Consolidated Debtor and any guarantee by, or co-obligation of, any other Substantively Consolidated Debtor and any joint or several liability of any of the Substantively Consolidated Debtors will be deemed to be one obligation of the consolidated Substantively Consolidated Debtors; and (c) each and every Claim Filed or to be Filed in the Reorganization Case of any of the Substantively Consolidated Debtors will be deemed Filed against the consolidated Substantively Consolidated Debtors and will be deemed one Claim against and a single obligation of the consolidated Substantively Consolidated Debtors. Such substantive consolidation (other than for the purpose of implementing the Plan) will not affect the legal and corporate structures of the Substantively Consolidated Debtors, nor will such substantive consolidation affect or be deemed to affect any Intercompany Claim in any manner contrary to the Intercompany Claims Settlement, nor will such substantive consolidation be deemed to affect any Other Debtor or Claims against any Other Debtor. In addition, in connection with Confirmation, the Debtors will seek Bankruptcy Court approval of the substantive consolidation of KBC with the Substantively Consolidated Debtors solely in order to treat any Unsecured Claims against KBC, including the PBGC Claim and the Unsecured Claim of Sherwin Alumina, L.P. allowed as set forth in Section 2.16, as Claims in Subclass 9B for purposes of distributions to be made under the Plan.”

          The first sentence of Section 9.2 of the Plan is hereby amended to read as follows:

          “The Plan will serve as a motion seeking entry of an order substantively consolidating the Substantively Consolidated Debtors and KBC, as described, and to the limited extent set forth in, Section 9.1.”

          Exhibit 4.2 to the Plan is hereby amended in its entirety to read as set forth on the attached Exhibit 4.2.

2

Dated: November 22, 2005	Respectfully submitted,
	KAISER ALUMINUM CORPORATION
	By:	/s/ Edward F. Houff
	Name: Edward F. Houff
	Title: Chief Restructuring Officer

KAISER ALUMINUM & CHEMICAL
CORPORATION, on its own behalf and on behalf of
each direct or indirect subsidiary Debtor
By:	/s/ Edward F. Houff
Name: Edward F. Houff
Title: Chief Restructuring Officer

COUNSEL:

/s/ Daniel J. DeFranceschi Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

– and –

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

3

EX-2.4

Exhibit 2.4

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

IN RE	:	Jointly Administered
	:	Case No. 02-10429 (JKF)
Kaiser Aluminum Corporation,
a Delaware corporation, et al.,	:	Chapter 11
Debtors.	:
	:
(Kaiser Aluminum Corporation)	:	(Case No. 02-10429 (JKF))
(Kaiser Aluminum & Chemical Corporation)	:	(Case No. 02-10430 (JKF))
(Akron Holding Corporation)	:	(Case No. 02-10431 (JKF))
(Kaiser Aluminum & Chemical Investment, Inc.)	:	(Case No. 02-10433 (JKF))
(Kaiser Aluminium International, Inc.)	:	(Case No. 02-10434 (JKF))
(Kaiser Aluminum Properties, Inc.)	:	(Case No. 02-10435 (JKF))
(Kaiser Aluminum Technical Services, Inc.)	:	(Case No. 02-10436 (JKF))
(Kaiser Bellwood Corporation)	:	(Case No. 02-10437 (JKF))
(Kaiser Micromill Holdings, LLC)	:	(Case No. 02-10439 (JKF))
(Kaiser Texas Micromill Holdings, LLC)	:	(Case No. 02-10440 (JKF))
(Kaiser Sierra Micromills, LLC)	:	(Case No. 02-10441 (JKF))
(Kaiser Texas Sierra Micromills, LLC)	:	(Case No. 02-10442 (JKF))
(Oxnard Forge Die Company, Inc.)	:	(Case No. 02-10443 (JKF))
(Alwis Leasing LLC)	:	(Case No. 02-10818 (JKF))
(Kaiser Center, Inc.)	:	(Case No. 02-10819 (JKF))
(KAE Trading, Inc.)	:	(Case No. 03-10145 (JKF))
(Kaiser Aluminum & Chemical Investment Limited (Canada))	:	(Case No. 03-10146 (JKF))
(Kaiser Aluminum & Chemical Of Canada Limited (Canada))	:	(Case No. 03-10147 (JKF))
(Kaiser Bauxite Company)	:	(Case No. 03-10148 (JKF))
(Kaiser Center Properties)	:	(Case No. 03-10149 (JKF))
(Kaiser Export Company)	:	(Case No. 03-10150 (JKF))
(Texada Mines Ltd. (Canada))	:	(Case No. 03-10152 (JKF))

THIRD MODIFICATION TO THE SECOND AMENDED JOINT PLAN OF
REORGANIZATION OF KAISER ALUMINUM CORPORATION, KAISER ALUMINUM
& CHEMICAL CORPORATION AND CERTAIN OF THEIR DEBTOR AFFILIATES

Gregory M. Gordon (TX 08435300)	Daniel J. DeFranceschi (DE 2732)
Henry L. Gompf (TX 08116400)	RICHARDS, LAYTON & FINGER, P.A.
Troy B. Lewis (TX 12308650)	One Rodney Square
Daniel P. Winikka (TX 00794873)	Wilmington, Delaware 19899
JONES DAY	Telephone:  (302) 651-7700
2727 North Harwood	Facsimile:    (302) 651-7701
Dallas, Texas 75201
Telephone:  (214) 220-3939	ATTORNEYS FOR DEBTORS AND
Facsimile:     (214) 969-5100	DEBTORS IN POSSESSION

Dated: December 16, 2005

          Subject to approval by the Bankruptcy Court and pursuant to this Third Modification to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, the Debtors effect the following changes to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates (the “Plan”):

Modifications to the Plan

          Section 5.1.e(ii) of the Plan is hereby amended to add following as the last sentence:

          “The Funding Vehicle Trust shall, effective upon its creation and without any further action, be deemed to be a party to any settlement agreement with a PI Insurance Company that by its terms includes the Funding Vehicle Trust as a party and that has been approved by a final order of the Bankruptcy Court and to be subject to, and bound by, the settlement agreement and such final approval order approving such settlement agreement.”

          The first sentence of Section 5.1.g of the Plan is hereby replaced by the following sentence:

          “Any PI Insurance Coverage Action and the claims and causes of action asserted or to be asserted therein shall be preserved solely for the benefit of the Funding Vehicle Trust for prosecution either by Reorganized KACC or the Funding Vehicle Trustees (as mutually agreed by such parties) subsequent to the Effective Date and in accordance with the Funding Vehicle Trust Agreement.”

          Section 5.2.e of the Plan is hereby amended to add following as the last sentence:

          “The Asbestos PI Trust shall, effective upon its creation and without any further action, be bound by and subject to any settlement agreement with a PI Insurance Company and such final approval order, if any, approving such settlement agreement as to which the Funding Vehicle Trust is bound. The Asbestos PI Trust shall also be bound at the request of the Funding Vehicle Trust to comply with any obligations of the Funding Vehicle Trust under or with respect to such settlement and approval order, if applicable, as contemplated by section 5.1.e(ii) that are applicable to the Asbestos PI Trust.”

          Section 5.3.e of the Plan is hereby amended to add following as the last sentence:

          “The Silica PI Trust shall, effective upon its creation and without any further action, be bound by and subject to any settlement agreement with a PI Insurance Company and such final approval order, if any, approving such settlement agreement as to which the Funding Vehicle Trust is bound. The Silica PI Trust shall also be bound at the request of the Funding Vehicle Trust to comply with any obligations of the Funding Vehicle Trust under or with respect to such settlement and approval order, if applicable, as contemplated by section 5.1.e(ii) that are applicable to the Silica PI Trust.”

          Section 5.4.d of the Plan is hereby amended to add following as the last sentence:

          “The CTPV PI Trust shall, effective upon its creation and without any further action, be bound by and subject to any settlement agreement with a PI Insurance Company and such final approval order, if any, approving such settlement agreement as to which the Funding Vehicle Trust is bound. The CTPV PI Trust shall also be bound at the request of the Funding Vehicle Trust to comply with any obligations of the Funding Vehicle Trust under or with respect to such settlement and approval order, if applicable, as contemplated by section 5.1.e(ii) that are applicable to the CTPV PI Trust.”

          Section 5.5.d of the Plan is hereby amended to add following as the last sentence:

          “The NIHL PI Trust shall, effective upon its creation and without any further action, be bound by and subject to any settlement agreement with a PI Insurance Company and such final approval order, if any, approving such settlement agreement as to which the Funding Vehicle Trust is bound. The NIHL PI Trust shall also be bound at the request of the Funding Vehicle Trust to comply with any obligations of the Funding Vehicle Trust under or

with respect to such settlement and approval order, if applicable, as contemplated by section 5.1.e(ii) that are applicable to the NIHL PI Trust.”

          Section 12.2.b of the Plan is hereby amended in its entirety to read as follows:

          “b. In addition to the injunctions provided in the PI Channeling Injunctions, except as provided in the Plan, the Confirmation Order or the environmental Settlement Agreement, as of the Effective Date, all entities that have held, currently hold or may hold any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that are released pursuant to the Plan, including pursuant to Section 4.5, will be permanently enjoined from taking any of the following actions against any released entity or its property on account of such released claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities: (i) commencing or continuing in any manner any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability, or obligation due to any released entity; and (v) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the Plan.”

          Section 1.4 of the form of Funding Vehicle Trust Agreement previously filed with the Bankruptcy Court as Exhibit 1.1(102) to the Plan is hereby amended to add the following as Section 1.4(c):

          “(c) The Funding Vehicle Trust shall have the obligations specified as being applicable to it under the Plan, including those obligations set forth in Section 5.1.e of the Plan.”

          The list of Settling Insurance Companies previously filed with the Bankruptcy Court as Exhibit 1.1(185) to the Plan is hereby amended to read as set forth on the attached Exhibit 1.1(185). A blacklined version of Exhibit 1.1(185), marked to show changes from the version that was previously filed with the Court, is also attached hereto.

          Attachments B and E to Silica Distribution Procedures previously filed with the Bankruptcy Court as part of Exhibit 1.1(186) to the Plan are hereby amended to read as set forth on the attached Attachments B and E to Exhibit 1.1(186). Blacklined versions of Attachments B and E to Exhibit 1.1(186), marked to show changes from the versions that were previously filed with the Court, are also attached hereto.

          The Certificate of Incorporation and Bylaws of Reorganized KAC previously filed with the Bankruptcy Court as Exhibit 4.3.a(i) are hereby amended to read as set forth on the attached Exhibit 4.3.a(i). A blacklined version of Exhibit 4.3.a(i), marked to show changes from the version that was previously filed with the Court, is also attached hereto.

Dated: December 16, 2005	Respectfully submitted,
	KAISER ALUMINUM CORPORATION
	By:	/s/ Edward F. Houff
	Name:  Edward F. Houff
	Title:    Chief Restructuring Officer
	KAISER ALUMINUM & CHEMICAL
	CORPORATION, on its own behalf and on behalf of each direct or indirect subsidiary Debtor
	By:	/s/ Edward F. Houff
	Name:  Edward F. Houff
	Title:    Chief Restructuring Officer

COUNSEL:

/s/ Daniel J. DeFranceschi Daniel J. DeFranceschi (DE 2732)

RICHARDS, LAYTON & FINGER, P.A.

One Rodney Square

P.O. Box 551

Wilmington, Delaware 19899

Telephone: (302) 651-7700

Facsimile:    (302) 651-7701

– and –

Gregory M. Gordon (TX 08435300)

Henry L. Gompf (TX 08116400)

Troy B. Lewis (TX 12308650)

Daniel P. Winikka (TX 00794873)

JONES DAY

2727 North Harwood Street

Dallas, Texas 75201

Telephone: (214) 220-3939

Facsimile:    (214) 969-5100

ATTORNEYS FOR DEBTORS AND

DEBTORS IN POSSESSION

EXHIBIT 1.1(185)

(Clean Version)

EXHIBIT 1.1(185)

(Blacklined Version)

ATTACHMENT B TO EXHIBIT 1.1(186)

(Clean Version)

ATTACHMENT B TO EXHIBIT 1.1(186)

(Blacklined Version)

ATTACHMENT E TO EXHIBIT 1.1(186)

(Clean Version)

ATTACHMENT E TO EXHIBIT 1.1(186)

(Blacklined Version)

EXHIBIT 4.3.A(i)

(Clean Version)

EXHIBIT 4.3.A(i)

(Blacklined Version)

EX-2.5

Exhibit 2.5

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:	:	Jointly Administered
	:	Case No. 02-10429 (JKF)
KAISER ALUMINUM CORPORATION,
a Delaware corporation, et al.,	:	Chapter 11
	:
Debtors.	:	Re: Docket No. 7312
	:	Agenda No. 1
	:	Hearing Date: 01/09/2006 @ 9:00 a.m.

ORDER CONFIRMING THE SECOND AMENDED JOINT PLAN
OF REORGANIZATION OF KAISER ALUMINUM CORPORATION,
KAISER ALUMINUM & CHEMICAL CORPORATION AND
CERTAIN OF THEIR DEBTOR AFFILIATES, AS MODIFIED

TABLE OF CONTENTS

		Page
I.	GENERAL PROVISIONS REGARDING CONFIRMATION OF THE PLAN AND APPROVAL OF PLAN-RELATED DOCUMENTS		9
	A. MODIFICATIONS TO THE PLAN		9
	B. CONFIRMATION OF THE PLAN		9
	C. CONDITIONS TO CONFIRMATION AND CONSUMMATION OF THE PLAN		9
	D. EFFECTS OF CONFIRMATION		10
	E. APPROVAL, MODIFICATION AND EXECUTION OF PLAN-RELATED DOCUMENTS		10
II.	CLAIMS BAR DATES AND OTHER CLAIMS MATTERS		11
	A. BAR DATES FOR ADMINISTRATIVE CLAIMS		11
	B. BAR DATES FOR CERTAIN ADMINISTRATIVE CLAIMS		11
	1. Professional Compensation		11
	2. Ordinary Course Liabilities		12
	3. Claims Under the DIP Financing Facility		13
	C. BAR DATE FOR REJECTION DAMAGES CLAIMS		13
III.	APPROVAL OF EXECUTORY CONTRACT AND UNEXPIRED LEASE PROVISIONS AND RELATED PROCEDURES		13
IV.	AGREEMENTS AND OTHER DOCUMENTS		15
V.	MATTERS RELATING TO IMPLEMENTATION OF THE PLAN		16
	A. RESTRUCTURING TRANSACTIONS		16
	B. CERTIFICATES OF INCORPORATION, BYLAWS AND COMPARABLE CONSTITUENT DOCUMENTS OF THE REORGANIZED DEBTORS		17
	C. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTORS		19
	D. APPROVAL OF NEW EMPLOYMENT, RETIREMENT, INDEMNIFICATION, AND OTHER RELATED AGREEMENTS AND INCENTIVE COMPENSATION PROGRAMS		20
	E. APPROVAL OF CERTAIN AGREEMENTS RELATED TO PLAN DISTRIBUTIONS		21
	F. APPROVAL OF EXIT FINANCING FACILITY		22
	G. CREATION OF FUNDING VEHICLE TRUST		23
	H. CREATION OF ASBESTOS PI TRUST		25

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TABLE OF CONTENTS
(continued)

		Page
	I. CREATION OF SILICA PI TRUST		27
	J. CREATION OF CTPV PI TRUST		28
	K. CREATION OF NIHL PI TRUST		29
	L. EMPLOYER’S SHARE OF EMPLOYMENT TAXES		30
	M. EXEMPTIONS FROM TAXATION		30
	N. VESTING OF PROPERTY		31
	O. RELEASE OF LIENS		32
VI.	ACTIONS IN FURTHERANCE OF THE PLAN		33
VII.	RELEASES		33
VIII.	OBJECTIONS TO CONFIRMATION		33
	A. RESOLUTION OF CERTAIN OBJECTIONS TO CONFIRMATION		33
	B. OVERRULING OF CERTAIN OBJECTIONS TO CONFIRMATION		37
IX.	DISCHARGE, TERMINATION AND INJUNCTIONS		38
	A. DISCHARGE OF CLAIMS AND SATISFACTION AND TERMINATION OF INTERESTS		38
	B. INJUNCTIONS		39
	1. Issuance of the PI Channeling Injunctions and the Channeled PI Insurance Entity Injunction		39
	2. Protected Parties Under the PI Channeling Injunctions and the Channeled PI Insurance Entity Injunction		40
	3. Asbestos PI Channeling Injunction		42
	4. CTPV PI Channeling Injunction		43
	5. NIHL PI Channeling Injunction		44
	6. Silica PI Channeling Injunction		45
	7. Channeled PI Insurance Entity Injunction		46
	8. Injunctions Related to Discharge or Releases Granted Pursuant to the Plan		49
X.	SUBSTANTIVE CONSOLIDATION		51
XI.	SUBSTANTIAL CONSUMMATION		52
XII.	RETENTION OF JURISDICTION		52
XIII.	NOTICE OF ENTRY OF CONFIRMATION ORDER		52

-ii-

TABLE OF CONTENTS
(continued)

		Page
XIV.	REPORT AND RECOMMENDATION TO THE DISTRICT COURT		53

-iii-

TABLE OF EXHIBITS

Exhibit	Exhibit Name
A	Plan
B	Modifications
C	Cure Amount Notice
D	Confirmation Notice
E	Confirmation Notice — Publication Version

iv

INTRODUCTION

     WHEREAS Kaiser Aluminum Corporation (“KAC”), Kaiser Aluminum & Chemical Corporation (“KACC”), Akron Holding Corporation, Kaiser Aluminum & Chemical Investment, Inc., Kaiser Aluminium International, Inc., Kaiser Aluminum Properties, Inc., Kaiser Aluminum Technical Services, Inc., Kaiser Bellwood Corporation, Kaiser Micromill Holdings, LLC, Kaiser Texas Micromill Holdings, LLC, Kaiser Sierra Micromills, LLC, Kaiser Texas Sierra Micromills, LLC, Oxnard Forge Die Company, Inc., Alwis Leasing LLC, Kaiser Center, Inc., KAE Trading, Inc. (“Kaiser Trading”), Kaiser Aluminum & Chemical Investment Limited (Canada), Kaiser Aluminum & Chemical of Canada Limited (Canada), Kaiser Bauxite Company (“KBC”), Kaiser Center Properties, Kaiser Export Company and Texada Mines Ltd. (Canada) (collectively, the “Reorganizing Debtors” and, as reorganized entities after emergence, the “Reorganized Debtors”), twenty-two of the above-captioned debtors and debtors in possession, proposed the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, dated September 7, 2005, as modified by the modifications set forth in Exhibit B attached hereto and incorporated herein by reference (as it may be further modified, the “Plan”);¹

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Unless otherwise specified, capitalized terms and phrases used herein have the meanings assigned to such terms and phrases in the Plan. The rules of interpretation set forth in Section 1.2.a of the Plan shall apply to the Findings of Fact and Conclusions of Law (the “Findings and Conclusions”), which are being entered concurrently herewith, and this Order (this “Confirmation Order”). In addition, in accordance with Section 1.1 of the Plan, any term used in the Plan or this Confirmation Order that is not defined in the Plan or this Confirmation Order, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable. In accordance with Section I.B of this Confirmation Order, if there is any direct conflict between the terms of the Plan and the terms of this Confirmation Order, the terms of this Confirmation Order shall control.

A copy of the Plan (without the exhibits thereto) is attached hereto as Exhibit A and incorporated herein by reference.

     WHEREAS the Court, on September 8, 2005, entered its Order (A) Approving Proposed Disclosure Statement, (B) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject Proposed Joint Plan of Reorganization and (C) Scheduling a Hearing on Confirmation of Proposed Joint Plan of Reorganization and Approving Related Notice Procedures (D.I. 7320) (the “Disclosure Statement Order”), by which the Court, among other things, approved the Reorganizing Debtors’ proposed disclosure statement (the “Disclosure Statement”), established procedures for the solicitation and tabulation of votes to accept or reject the Plan and scheduled a hearing to consider Confirmation of the Plan for January 9, 2006 at 9:00 a.m., to be continued on January 10, 2006 if necessary (the “Confirmation Hearing”);

     WHEREAS affidavits of service were executed by Kathleen M. Logan with respect to the mailing of notice of the Confirmation Hearing and solicitation materials in respect of the Plan in accordance with the Disclosure Statement Order (collectively, the “Affidavits of Service”) and were filed with the Court on September 19, 2005 (D.I. 7390-93), October 14, 2005 (D.I. 7514, 7516, 7522-26) and November 10, 2005 (D.I. 7686);

     WHEREAS the Affidavit of Andrew Novak (D.I. 7773) (the “Publication Affidavit”) was filed with the Court on November 21, 2005, regarding the publication of the Notice of (A) Deadline for Casting Votes to Accept or Reject Proposed Joint Plan of Reorganization, (B) Hearing to Consider Confirmation of Proposed Joint Plan of Reorganization and (C) Related Matters in certain magazines and newspapers as set forth in the Disclosure Statement Order;

     WHEREAS, Logan & Company, Inc., the Court-appointed solicitation and tabulation agent in respect of the Plan, filed the Declaration of Kathleen M. Logan Certifying the Methodology for the Tabulation of Votes on, and the Results of Voting with Respect to, the

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Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates (D.I. 7812) (the “Voting Declaration”) on November 29, 2005, attesting to the results of the tabulation of the properly executed and timely received Ballots for the Plan as follows:

     Subclass 2A Claimants. The Reorganizing Debtors received 279 acceptances out of 286 votes from holders of Claims under Subclass 2A (Senior Note and 7-3/4% SWD Revenue Bond Convenience Claims), with Subclass 2A claimants who voted in favor of the Plan holding Claims in the amount of $2,317,000 for voting purposes, such acceptances being 97.55 percent in number and 97.07 percent in principal amount of all ballots received from holders of Subclass 2A Claims (Voting Declaration ¶¶ 18, 19);

     Subclass 2B Claimants. The Reorganizing Debtors received 530 acceptances out of 571 votes from holders of Claims under Subclass 2B (Other Convenience Class Claims) with Subclass 2B claimants who voted in favor of the Plan holding Claims in the amount of $2,289,307 for voting purposes, such acceptances being 92.82 percent in number and 92.49 percent in principal amount of all ballots received from holders of Subclass 2B Claims (Voting Declaration ¶¶ 18, 19);

     Class 4 Claimants. The Reorganizing Debtors received 1 acceptance out of 1 vote from holders of Claims under Class 4 (Canadian Debtor PBGC Claims) with Class 4 claimants who voted in favor of the Plan holding Claims in the amount of $616,000,000 for voting purposes, such acceptances being 100 percent in number and 100 percent in principal amount of all ballots received from holders of Class 4 Claims (Voting Declaration ¶¶ 18, 19);

     Class 5 Claimants. The Reorganizing Debtors received 197,820 acceptances out of 198,127 votes from holders of Claims under Class 5 (Asbestos Personal Injury Claims) with

3

Class 5 claimants who voted in favor of the Plan holding Claims in the amount of $993,949,450 for voting purposes, such acceptances being 99.84 percent in number and 99.97 percent in principal amount of all ballots received from holders of Class 5 Claims (Voting Declaration ¶¶ 18, 19);

     Class 6 Claimants. The Reorganizing Debtors received 296 acceptances out of 296 votes from holders of Claims under Class 6 (CTPV Personal Injury Claims) with Class 6 claimants who voted in favor of the Plan holding Claims in the amount of $296 for voting purposes, such acceptances being 100 percent in number and 100 percent in principal amount of all ballots received from holders of Class 6 Claims (Voting Declaration ¶¶ 18, 19);

     Class 7 Claimants. The Reorganizing Debtors received 1,764 acceptances out of 1,773 votes from holders of Claims under Class 7 (NIHL Personal Injury Claims) with Class 7 claimants who voted in favor of the Plan holding Claims in the amount of $1,764 for voting purposes, such acceptances being 99.49 percent in number and 99.49 percent in principal amount of all ballots received from holders of Class 7 Claims (Voting Declaration ¶¶ 18, 19);

     Class 8 Claimants. The Reorganizing Debtors received 2,667 acceptances out of 2,674 votes from holders of Claims under Class 8 (Silica Personal Injury Claims) with Class 8 claimants who voted in favor of the Plan holding Claims in the amount of $2,667 for voting purposes, such acceptances being 99.74 percent in number and 99.74 percent in principal amount of all ballots received from holders of Class 8 Claims (Voting Declaration ¶¶ 18, 19);

     Subclass 9B Claimants. The Reorganizing Debtors received 345 acceptances out of 372 votes from holders of Claims under Subclass 9B (Other Unsecured Claims) with Subclass 9B claimants who voted in favor of the Plan holding Claims in the amount of $1,153,864,132 for voting purposes, such acceptances being 92.74 percent in number and 99.26

4

percent in principal amount of all ballots received from holders of Subclass 9B Claims (Voting Declaration ¶¶ 18, 19);

     WHEREAS the Reorganizing Debtors filed three sets of modifications to the Plan, which are set forth in: (a) the Motion for Entry of Stipulation and Agreed Order Regarding Plan Modifications and Potential Confirmation Objections by Certain Insurance Companies (D.I. 7659) (the “First Modifications”); (b) the Motion for Entry of an Order (I) Approving Settlement with Sherwin Alumina, L.P. and (II) Authorizing Related Modifications to Second Amended Joint Plan of Reorganization (D.I. 7796) (the “KBC Modifications”); and (c) the Amended Notice of Filing of Third Modification to the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates (D.I. 7965) (the “Third Modifications” and, together with the First Modifications and the KBC Modifications, the “Modifications”);

     WHEREAS the Court approved the First Modifications pursuant to the Stipulation and Agreed Order entered on November 15, 2005 (D.I. 7718);

     WHEREAS, on December 19, 2005, the Court approved the KBC Modifications (D.I. 7993), but directed the Reorganizing Debtors to serve on general unsecured creditors in Subclass 9B a notice describing the impact of the KBC Modifications on Subclass 9B creditors and providing such creditors with an opportunity to object to confirmation of the Plan on the basis that the Plan includes the KBC Modifications and providing those creditors who timely submitted a vote in Subclass 9B to accept the Plan with an opportunity to change their votes;

     WHEREAS the Reorganizing Debtors filed: (a) on December 21, 2005, the Notice of Filing and Service on Holders of Subclass 9B General Unsecured Claims of Notice of: (A) Modifications to Second Amended Joint Plan of Reorganization of Kaiser Aluminum

5

Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as Modified; and (B) Deadline for Changing Previous Votes on Plan and Objecting to Modifications Filed by Kaiser Aluminum Corporation (D.I. 8002) (the “KBC Modifications Notice”); (b) on December 27, 2005, the affidavit of Kathleen M. Logan (D.I. 8027), evidencing service of the KBC Modifications Notice on Subclass 9B creditors, which took place on December 21 and December 22, 2005; and (c) on January 6, 2006, the Declaration of Kathleen M. Logan (D.I. 8097) (collectively with the Voting Declaration, the “Voting Agent Declarations”), certifying the fact that no creditor who timely submitted a vote in Subclass 9B to accept the Plan elected to change such vote prior to the January 6, 2006 deadline;

     WHEREAS no objections to the KBC Modifications have been received;

     WHEREAS objections to Confirmation of the Plan (collectively, the “Objections”) were filed by (a) the official committee of retired employees (the “Retirees’ Committee”) (D.I. 7699), (b) the United States of America, on behalf of the Internal Revenue Service (the “IRS”) (D.I. 7705), (c) the Comptroller of Public Accounts of the State of Texas (the “Texas Comptroller”) (D.I. 7706), (d) Law Debenture Trust Company of New York (“Law Debenture”) (D.I. 7707), (e) the Public Utility District No. 1 of Clark County d/b/a Clark Public Utilities (“Clark”) (D.I. 7711), (f) Santown Limited Partnership (“Santown”) (D.I. 7714), (g) the United States Trustee (the “U.S. Trustee”) (D.I. 7715), (h) Elizabeth Black (D.I. 7743), (i) Patty Greiner (D.I. 7830) and (j) certain insurance companies (collectively, the “Insurers”) (D.I. 7834, 7836, 7839, 7840, 7843, 7847, 7851, 8046);

     WHEREAS the Objections of the Retirees’ Committee, the IRS, the Texas Comptroller and Santown were each resolved prior to the Confirmation Hearing;

6

          WHEREAS the United States Department of Justice, on behalf of certain federal agencies (the “DoJ”), raised an informal Objection to Confirmation of the Plan, which was resolved by the parties by the inclusion of certain language in the Confirmation Order;

          WHEREAS Sherwin Alumina, L.P. (“Sherwin”) filed a reservation of rights and conditional Objection to Confirmation of the Plan (D.I. 8033), which it withdrew at the Confirmation Hearing;

          WHEREAS the U.S. Trustee withdrew its Objection (D.I. 7960);

          WHEREAS the Creditors’ Committee filed a Pre-Hearing Brief in Support of the Plan (D.I. 7961) (the “Creditors’ Committee’s Brief”) and a reply to Sherwin’s conditional Objection (D.I. 8056), the Reorganizing Debtors filed a memorandum of law in support of Confirmation of the Plan and in response to certain of the Objections (D.I. 7967) (the “Memorandum of Law”) and a reply to Sherwin’s conditional Objection (D.I. 8068), the Reorganizing Debtors and the official committee of asbestos claimants (the “Asbestos Committee”) filed a joint memorandum of law in response to the Insurers’ Objections (D.I. 7966) (the “Joint Response”) and Anne M. Ferazzi, the legal representative for future silica and coal tar pitch volatile claimants (the “Silica and CTPV Representative”), and Martin J. Murphy, the legal representative for future asbestos claimants (the “Asbestos Representative”), each filed a joinder to the Joint Response (D.I. 7962, 7968);

          WHEREAS the Insurers filed three replies (D.I. 8057, 8058, 8060) in support of their Objections;

          WHEREAS the declarations of Edward F. Houff (D.I. 8066), Blake O’Dowd (D.I. 8067), Anne M. Ferrazi (D.I. 8063) and Martin J. Murphy (D.I. 8065) were submitted in support of the Plan (collectively, the “Declarations”) and received into evidence without objection, and

7

although all parties and participants were afforded an opportunity to conduct cross-examination at the hearing, no one elected to do so (Tr. of Jan. 9, 2006 Hr’g at 20-24);

          WHEREAS the Court has reviewed the Plan, the Disclosure Statement, the Disclosure Statement Order, the Voting Agent Declarations, the Affidavits of Service, the Publication Affidavit, the Objections, the Memorandum of Law, the Joint Response, the Creditors’ Committee’s Brief, the Insurers’ replies in further support of their Objections, the Declarations and the other papers before the Court in connection with the Confirmation of the Plan;

          WHEREAS the Court heard the statements of counsel in support of and in opposition to Confirmation at the Confirmation Hearing, as reflected in the record made at the Confirmation Hearing;

          WHEREAS the Court has considered all evidence presented at the Confirmation Hearing;

          WHEREAS the Court has taken judicial notice of the papers and pleadings on file in these chapter 11 cases;

          WHEREAS the Court has separately entered the Findings and Conclusions, including the findings that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), (iii) the Debtors were and are qualified to be debtors under section 109 of the Bankruptcy Code and (iv) venue of the Reorganization Cases in the United States Court for the District of Delaware was proper as of the Petition Date, pursuant to 28 U.S.C. § 1408, and continues to be proper; and

          WHEREAS the Findings and Conclusions establish just cause for the relief granted herein;

8

          THE COURT HEREBY ORDERS THAT:

I. GENERAL PROVISIONS REGARDING CONFIRMATION OF THE PLAN AND APPROVAL OF PLAN-RELATED DOCUMENTS

     A. MODIFICATIONS TO THE PLAN.

          The Modifications to the Plan, including the KBC Modifications, are approved in all respects, and the Modifications are deemed to be accepted by all creditors who previously voted to accept the Plan.² (Tr. of Jan. 9, 2006 Hr’g at 30.) Accordingly, the Reorganizing Debtors are authorized to make the Modifications to the Plan.

     B. CONFIRMATION OF THE PLAN.

          The Plan is confirmed in each and every respect, pursuant to section 1129 of the Bankruptcy Code; provided, however, that if there is any direct conflict between the terms of the Plan or any exhibit thereto and the terms of this Confirmation Order, the terms of this Confirmation Order shall control. All of the Objections to the Plan, other than those withdrawn with prejudice in their entirety prior to, or on the record at, the Confirmation Hearing are either resolved on the terms set forth herein or overruled.

     C. CONDITIONS TO CONFIRMATION AND CONSUMMATION OF THE PLAN.

          Nothing in this Order or in the Findings and Conclusions shall in any way affect the provisions of Article X of the Plan, which includes provisions regarding (i) the conditions precedent to Confirmation of the Plan and to the Effective Date of the Plan, (ii) the waiver of any

² As noted above, holders of Subclass 9B Unsecured Claims were given the opportunity to change their votes following notice of the KBC Modifications, but no creditor who timely submitted a vote in Subclass 9B to accept the Plan elected to change such vote prior to the January 6, 2006 deadline.

9

such conditions and (iii) the effect that the nonoccurrence of such conditions may have with regard to the Plan and this Confirmation Order.

     D. EFFECTS OF CONFIRMATION.

          Subject to Section I.C. of this Confirmation Order, notwithstanding any otherwise applicable law, immediately upon the entry of this Confirmation Order, the terms of the Plan and this Confirmation Order are deemed binding upon all persons, including the Reorganizing Debtors, the Reorganized Debtors, any and all holders of Claims or Interests (irrespective of whether such Claims or Interests are impaired under the Plan or whether the holders of such Claims or Interests accepted, rejected or are deemed to have accepted or rejected the Plan), any and all nondebtor parties to Executory Contracts and Unexpired Leases with any of the Reorganizing Debtors and any and all entities who are parties to or are subject to the settlements, compromises, releases, waivers, discharges and injunctions described herein and in the Findings and Conclusions and the respective heirs, executors, administrators, successors or assigns, if any, of any of the foregoing.

     E. APPROVAL, MODIFICATION AND EXECUTION OF PLAN-RELATED DOCUMENTS.

1.	The Plan and all exhibits thereto, substantially in the form as they exist at the time of the entry of this Confirmation Order, including, without limitation, the documents relating to the Asbestos PI Trust, the CTPV PI Trust, the NIHL PI Trust, the Silica PI Trust and the Funding Vehicle Trust, are approved in all respects.
2.	All relevant parties, including, without limitation, the Reorganizing Debtors, the Funding Vehicle Trustees, the

10

trustees of the PI Trusts and the trust advisory committees of the PI Trusts, shall be authorized, without further action, notice or order of the Court, to execute the applicable Plan-Related Documents (as such capitalized term is defined in Section IV of this Confirmation Order) and make modifications to such documents in accordance with the Plan’s terms, if applicable, between the time of entry of this Confirmation Order and the Effective Date of the Plan.

II. CLAIMS BAR DATES AND OTHER CLAIMS MATTERS.

     A. BAR DATES FOR ADMINISTRATIVE CLAIMS.

          General Bar Date Provisions. Except as otherwise provided in Section 3.1.a.vii(B) of the Plan, Sections II.B and II.C below or in the Intercompany Claims Settlement, requests for payment of Administrative Claims must be Filed with the Court and served on, as applicable, the Reorganizing Debtors or the Reorganized Debtors and the other parties set forth in Section 14.9 of the Plan no later than 30 days after the Effective Date. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims and that do not File and serve a request by such date shall be forever barred from asserting such Administrative Claims against the Reorganizing Debtors, the Reorganized Debtors or their respective property, and such Administrative Claims shall be deemed waived and released as of the Effective Date. Objections to such requests must be Filed and served on the Reorganized Debtors, the other parties set forth in Section 14.9 of the Plan and the requesting party by the later of (i) 90 days after the Effective Date or (ii) 30 days after the Filing of the applicable request for payment of Administrative Claims.

11

     B. BAR DATES FOR CERTAIN ADMINISTRATIVE CLAIMS.

               1. Professional Compensation.

          Subject to any applicable provisions of the Intercompany Claims Settlement, Professionals or other entities asserting a Professional Fee Claim for services rendered to the Reorganizing Debtors before the Effective Date must File and serve on the Reorganized Debtors and such other entities that are designated by the Bankruptcy Rules, the Confirmation Order, the Fee Order or other order of the Court an application for final allowance of such Professional Fee Claim no later than 60 days after the Effective Date; provided, however, that any Professional who may receive compensation or reimbursement of expenses pursuant to the Ordinary Course Professionals Order may continue to receive such compensation and reimbursement of expenses for services rendered before the Effective Date, without further Court review or approval, pursuant to the Ordinary Course Professionals Order. Objections to any Professional Fee Claims, including any objections by the U.S. Trustee, must be Filed and served on the Reorganized Debtors, the other parties set forth in Section 14.9 of the Plan and the requesting party by the later of (A) 90 days after the Effective Date or (B) 30 days after the Filing of the applicable request for payment of the Professional Fee Claims. To the extent necessary, entry of this Confirmation Order shall amend and supersede any previously entered orders of the Court, including the Fee Order, regarding the payment of Professional Fee Claims (other than the Intercompany Claims Settlement Order).

               2. Ordinary Course Liabilities.

          Holders of Administrative Claims based on liabilities incurred by a Reorganizing Debtor in the ordinary course of its business, including Administrative Trade Claims, Administrative Claims of governmental units for Taxes (including Tax audit Claims arising after

12

the Petition Date) and Administrative Claims arising from those contracts and leases of the kind described in Section 6.6 of the Plan shall not be required to File or serve any request for payment of such Administrative Claims. Such Administrative Claims shall be satisfied pursuant to Section 3.1.a(iii) of the Plan.

               3. Claims Under the DIP Financing Facility

          Holders of Administrative Claims under or evidenced by the DIP Financing Facility shall not be required to File or serve any request for payment of such Claims. Such Administrative Claims shall be satisfied pursuant to Section 3.1.a(iv) of the Plan.

     C. BAR DATE FOR REJECTION DAMAGES CLAIMS.

          Notwithstanding anything to the contrary in the Bar Date Order, if the rejection of an Executory Contract or Unexpired Lease pursuant to Section 6.3 of the Plan gives rise to a Claim (including any Claims arising from those indemnification obligations described in Section 6.5.b of the Plan by the other party or parties to such contract or lease), such Claim shall be forever barred and shall not be enforceable against the Reorganizing Debtors, the Reorganized Debtors, the successor of any of them or the property of any of them unless a proof of Claim or request for payment of Administrative Claim is Filed and served on, as applicable, the Reorganizing Debtors or the Reorganized Debtors and the other parties set forth in Section 14.9 of the Plan no later than 30 days after the Effective Date.

III. APPROVAL OF EXECUTORY CONTRACT AND UNEXPIRED LEASE PROVISIONS AND RELATED PROCEDURES.

A.	The Executory Contract and Unexpired Lease provisions of Article VI of the Plan are specifically approved.
B.	This Confirmation Order shall constitute an order of the Court approving the assumptions and assumptions and assignments described in Article VI

13

of the Plan, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date. The Reorganizing Debtors or the Reorganized Debtors shall provide notice to each party whose Executory Contract or Unexpired Lease is being assumed or assumed and assigned pursuant to Section 6.1 of the Plan of: (i) the contract or lease being assumed or assumed and assigned; (ii) the name of the proposed assignee, if any; (iii) the Cure Amount Claim, if any, that the applicable Reorganizing Debtor or Reorganized Debtor believes it (or its assignee) would be obligated to pay in connection with such assumption; and (iv) the procedures for such party to object to the assumption or assumption and assignment of the applicable contract or lease or the amount of the proposed Cure Amount Claim (the “Cure Amount Notice”). The Cure Amount Notice shall be in substantially the form attached hereto as Exhibit C and incorporated herein by reference and shall be served on each nondebtor party or parties to an Executory Contract or Unexpired Lease by the later of (i) the Effective Date or (ii) if the Reorganizing Debtors amend Exhibit 6.1.a to the Plan after the Confirmation Date to add any Executory Contract or Unexpired Lease identified thereon, thus providing for its assumption or assumption and assignment pursuant to Section 6.1.a of the Plan, 15 Business Days after the date of such amendment.

C.

If any party disputes the assumption or assumption and assignment of its Executory Contract or Unexpired Lease or the amount of the proposed Cure Amount Claim set forth in the Cure Amount Notice, such party must

14

file and serve on the Reorganizing Debtors or the Reorganized Debtors, as applicable, a written objection setting forth the basis for such dispute no later than 30 days after the date of service of the Cure Amount Notice. If the parties are unable to resolve such a dispute, either (i) such dispute shall be determined by the Court after appropriate briefing and a hearing scheduled on not less than 30 days’ notice or (ii) the applicable Reorganizing Debtor or Reorganized Debtor may reject the Executory Contract or Unexpired Lease at issue in accordance with Section 6.3 of the Plan. If the nondebtor party to an Executory Contract or Unexpired Lease does not timely and properly object to the proposed Cure Amount Claim identified in a Cure Amount Notice, the proposed amount shall become the final Allowed Cure Amount Claim without further action by the Court, the Reorganizing Debtors or the Reorganized Debtors, and the proposed Cure Amount Claim shall be paid or satisfied in accordance with the Plan and this Confirmation Order. Until a Cure Amount Claim becomes Allowed in accordance with the procedures set forth in this Section III.C and the Cure Amount Notice, such Claim shall be treated as a Disputed Claim for purposes of making distributions under the Plan.

IV. AGREEMENTS AND OTHER DOCUMENTS.

          Pursuant to section 303 of the General Corporation Law of the State of Delaware and other comparable provisions of the laws of the State of Delaware or any other state governing corporations or other legal entities (collectively, the “State Reorganization Effectuation Statutes”), as applicable, and section 1142 of the Bankruptcy Code, no action of the

15

respective directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor shall be required to authorize such Reorganized Debtor to enter into, execute and deliver, adopt or amend, as the case may be, the Plan-Related Documents, and following the Effective Date, each of the Plan Documents shall be a legal, valid and binding obligation of such Reorganized Debtors as are parties thereto, enforceable against such Reorganized Debtors in accordance with the respective terms thereof (subject only to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and to general equitable principles). For purposes of this Section IV, “Plan-Related Documents” shall include: (a) all contracts, instruments, agreements and documents to be executed and delivered in connection with the Restructuring Transactions; (b) the new or amended and restated certificates of incorporation and bylaws or comparable constituent documents of the Reorganized Debtors; (c) the Exit Financing Facility and all other contracts, instruments, agreements and documents to be executed and delivered by any Reorganized Debtor in connection therewith; (d) the Funding Vehicle Trust Agreement, the Asbestos PI Trust Agreement, the CTPV PI Trust Agreement, the NIHL PI Trust Agreement and the Silica PI Trust Agreement and all other contracts, instruments, agreements and documents to be executed and delivered by any Reorganized Debtor in connection therewith; (e) the Director Designation Agreement, the Registration Rights Agreement, the Stock Transfer Restriction Agreement and all other contracts, instruments, agreements and documents to be executed and delivered by any Reorganized Debtor in connection therewith; (f) the plans and agreements described on Exhibit 4.3.c to the Plan, including the Equity Incentive Plan; and (g) the Plan and other documents contemplated thereby.

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V. MATTERS RELATING TO IMPLEMENTATION OF THE PLAN.

     A. RESTRUCTURING TRANSACTIONS.

1.

As of the Effective Date, pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and sections 1123(a) and 1142(b) of the Bankruptcy Code, the Reorganizing Debtors and Reorganized Debtors are authorized to effectuate the Restructuring Transactions, all as contemplated by Section 4.2 of the Plan and in accordance with the applicable terms of the Plan, Exhibit 4.2 to the Plan and this Confirmation Order and all without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any of the Reorganizing Debtors or Reorganized Debtors.

2.

The Reorganizing Debtors and/or Reorganized Debtors, as appropriate, are authorized to execute and deliver such contracts, instruments, agreements and documents (collectively, the “Restructuring Documents”) to make such filings under state law or other applicable law and to take such other actions as any of the President and Chief Executive Officer, any Vice President and the Chief Restructuring Officer of the applicable Reorganizing

17

	Debtor or Reorganized Debtor (collectively, the “Responsible Officers”) may determine to be necessary, appropriate or desirable to effect the transactions contemplated by Section IV.A.1 of this Confirmation Order.
3.	Each of the Responsible Officers and the Secretary and any Assistant Secretary of each Reorganizing Debtor or Reorganized Debtor are authorized to execute, deliver, file and have recorded the Restructuring Documents and to take such other actions on behalf of such Reorganizing Debtor or Reorganized Debtor as such person may determine to be required under state law or any other applicable law in connection with the Restructuring Transactions, and the Secretary and any Assistant Secretary of each Reorganizing Debtor or Reorganized Debtor are authorized to certify or attest to any of the foregoing actions. The execution and delivery or filing of any such Restructuring Document or the taking of any such action shall be deemed conclusive evidence of the authority of such person so to act.
4.	Each federal, state and local governmental agency or department is authorized and directed to accept the filing of any Restructuring Document. This Confirmation Order is declared to be in recordable form and shall be accepted by

18

any filing or recording officer or authority of any applicable governmental authority or department without any further orders, certificates or other supporting documents.

     B. CERTIFICATES OF INCORPORATION, BYLAWS AND COMPARABLE CONSTITUENT DOCUMENTS OF THE REORGANIZED DEBTORS.

1. As of the Effective Date, pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and sections 1123(a) and 1142(b) of the Bankruptcy Code, (a) Reorganized KAC is authorized and directed to amend and restate its certificate of incorporation and bylaws substantially in the form of Exhibit 4.3.a(i) to the Plan, (b) Reorganized Kaiser Trading is authorized and directed to amend and restate its certificate of incorporation and bylaws substantially in the form of Exhibit 4.3.a(ii) to the Plan, and (c) each Reorganized Debtor other than Reorganized KAC and Reorganized Kaiser Trading is authorized and directed to cause its constituent documents to be in such form as any of the Responsible Officers of such Reorganized Debtor may determine, all as contemplated by Section 4.3.a of the Plan and in accordance with the applicable terms of the Plan, the

19

	applicable Exhibits to the Plan and this Confirmation Order and all without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any of the Reorganizing Debtors or Reorganized Debtors. (The certificates of incorporation, bylaws or comparable constituent documents to be in effect as of the Effective Date as contemplated by this Section V.B.1 shall be collectively referred to herein as the “Constituent Documents.”)
2.	The Reorganized Debtors are authorized to cause any Constituent Documents to be filed with the appropriate Secretary of State or other appropriate state or local official and to take such other actions as any of the Responsible Officers of the applicable Reorganized Debtor may determine are necessary, appropriate or desirable to cause the Constituent Documents to become effective as contemplated by Section V.B.1 of this Confirmation Order.
3.	Each of the Responsible Officers and the Secretary and any Assistant Secretary of each Reorganized Debtor are authorized to execute, deliver, file and have recorded the Constituent Documents and to take such other actions on behalf of such Reorganized Debtor as such person may determine to be required under state law or any other

20

	applicable law to cause the Constituent Documents of such Reorganized Debtor to become effective as contemplated by Section V.B.1 of this Confirmation Order, and the Secretary and any Assistant Secretary of each Reorganized Debtor are authorized to certify or attest to any of the foregoing actions. The execution and delivery or filing of any such Constituent Document or the taking of any such action shall be deemed conclusive evidence of the authority of such person so to act.
4.	Each federal, state and local governmental agency or department is authorized and directed to accept the filing of any Constituent Document. This Confirmation Order is declared to be in recordable form and shall be accepted by any filing or recording officer or authority of any applicable governmental authority or department without any further orders, certificates or other supporting documents.
5.	After the Effective Date, each Reorganized Debtor is authorized to amend or restate its Constituent Documents as permitted by applicable state law or other applicable laws and by such Constituent Documents.

     C. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTORS.

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1. The appointment of the initial members of the board of directors or comparable governing body of each Reorganized Debtor other than Reorganized KAC and Reorganized Kaiser Trading and the initial officers of each Reorganized Debtor other than Reorganized Kaiser Trading as set forth in Section 4.3.b of, and Exhibit 4.3.b to, the Plan as of and immediately following the Effective Date is approved. The appointment of the initial officers of Reorganized KAC as set forth in Section 4.3.b of, and Exhibit 4.3.b to, the Plan as of and immediately following the Effective Date is approved. The appointment of the initial members of the board of directors of Reorganized KAC as set forth in Section 4.3.b of the Plan and the Notice of Filing by Debtors and Debtors in Possession Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates of Certain Information Regarding the Initial Board of Directors of Reorganized Kaiser Aluminum Corporation in Accordance with the Second Amended Joint Plan of Reorganization and Section 1129(a)(5) of the Bankruptcy Code (D.I. 7651), dated November 4, 2005, as of and immediately following the Effective Date is approved.³

³ As noted on the record at the Confirmation Hearing, a director designated by the USW,

22

The appointment of the initial members of the board of directors and the initial officers of Reorganized Kaiser Trading as set forth in Section 4.3.b of the Plan and the Notice of Filing By Debtors and Debtors in Possession Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates of Certain Information Regarding the Initial Board of Directors of Reorganized Kaiser Trading in Accordance with the Second Amended Joint Plan of Reorganization and Section 1129(a)(5) of the Bankruptcy Code (D.I. 8042), dated December 29, 2005, as of and immediately following the Effective Date is approved.

2.

Each individual appointed as contemplated by Section V.C.1 of this Confirmation Order shall serve from and after the Effective Date until his or her successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the terms of the Constituent Documents of the applicable Reorganized Debtor and applicable state law.

     D. APPROVAL OF NEW EMPLOYMENT, RETIREMENT, INDEMNIFICATION, AND OTHER RELATED AGREEMENTS AND INCENTIVE COMPENSATION PROGRAMS.

(continued...)
	George Becker, has asked to be replaced but has agreed to serve until his replacement has been identified. (See Tr. of Jan. 9, 2006 Hr’g at 17.)

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          Pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor and without limiting the power or authority of the Reorganized Debtor following the Effective Date to take any and all such actions as may be permitted or required by applicable non-bankruptcy law: (i) as of the Effective Date, Reorganized KAC is authorized to adopt the Equity Incentive Plan, such plan to have substantially the terms described in the Disclosure Statement; (ii) as of the Effective Date, subject to the requirements of section 1114 of the Bankruptcy Code, the Reorganized Debtors are authorized to maintain, amend or revise existing employment, retirement, welfare, incentive, severance, indemnification and other plans for or agreements with their active and retired directors, officers and employees, subject to the terms and conditions of any such plan or agreement, and to enter into new employment, retirement, welfare, incentive, severance, indemnification and other plans for or agreements with active and retired directors, officers and employees, all as described in the Disclosure Statement and Exhibit 4.3.c to the Plan; and (iii) as of the Effective Date, the Reorganized Debtors are authorized to take any and all such actions as may be necessary, appropriate or desirable to perform and effectuate the agreement and plans contemplated by this Section V.D of this Confirmation Order and otherwise make available the benefits to be provided under the terms of such plans and agreements.

E. APPROVAL OF CERTAIN AGREEMENTS
RELATED TO PLAN DISTRIBUTIONS.

1. As of the Effective Date, pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws

24

governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor, Reorganized KAC is authorized and directed to execute, deliver and performs its obligations under each of the Director Designation Agreement, the Registration Rights Agreement and the Stock Transfer Restriction Agreement and to execute, deliver, file and record all such other contracts, instruments, agreements or documents (including, without limitation, agreements with one or more Third-Party Disbursing Agents, agreements with a transfer agent for the New Common Stock and agreements with The Nasdaq Stock Market, Inc.) and take all such other actions as any of the Responsible Officers may determine are necessary, appropriate or desirable in connection with the issuance and distribution of Cash and New Common Stock in accordance with the terms of the Plan.

2.

The Director Designation Agreement, the Registration Rights Agreement and the Stock Transfer Restriction Agreement, as in effect on the Effective Date, shall be substantially in the form of Exhibit 1.1(79) to the Plan,

25

Exhibit 1.1(167) to the Plan and Exhibit 1.1(194) to the Plan, respectively.

F. APPROVAL OF EXIT FINANCING FACILITY.

          Without further action by the Court or the directors, managers, trustees, partners, members and stockholders of any Reorganized Debtor, each applicable Reorganized Debtor is authorized, as of the Effective Date, to (i) execute, deliver, file and record the Exit Financing Facility and such other contracts, instruments, agreements or documents, including, without limitation, promissory notes, security agreements, pledge agreements, financing statements, releases, applications, registration statements, reports and any changes, additions and modifications thereto, as any of the Responsible Officers of such Reorganized Debtor may determine are necessary, appropriate or desirable in connection with the Exit Financing Facility (collectively, the “Other Exit Financing Facility Agreements”), (ii) perform all of its obligations under the Exit Financing Facility and the Other Exit Financing Facility Agreements, including the granting of any security interest or pledging of assets thereunder, and (iii) take all such other actions as any of the Responsible Officers of such Reorganized Debtor may determine are necessary, appropriate or desirable in connection with the consummation of the transactions contemplated by the Exit Financing Facility and the Other Exit Financing Facility Agreements.

G. CREATION OF FUNDING VEHICLE TRUST.

1. Pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors,

26

	managers, trustees, partners, members or stockholders of any Reorganized Debtor, Reorganized KACC is authorized and directed to execute, deliver and perform its obligations under the Funding Vehicle Trust Agreement and to execute, deliver, file and record all such other contracts, instruments, agreements or documents and take all such other actions as any of the Responsible Officers of Reorganized KACC may determine are necessary, appropriate or desirable in connection therewith. The Funding Vehicle Trust Agreement, as in effect on the Effective Date, shall be substantially in the form of Exhibit 1.1(102) to the Plan.
2.	The appointment of the initial Funding Vehicle Trustees as set forth in Section 5.1.c of the Plan is hereby confirmed and approved. Each individual appointed as contemplated by the immediately preceding sentence shall serve in accordance with the Funding Vehicle Trust Agreement.
3.	Without intending to limit the generality of Section V.G.1 of this Confirmation Order, pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further

27

action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor,

a.	Reorganized KACC is authorized and directed to transfer to the Funding Vehicle Trust $13,000,000 in Cash on the Effective Date;
b.	the Funding Vehicle Trust and each Reorganized Debtor is authorized and directed to take any and all such actions as are necessary to transfer to the Funding Vehicle Trust any Cash and any right of recovery of such Cash pursuant to settlement agreements with any PI Insurance Company entered into prior to the Effective Date in respect of Included PI Trust Insurance Policies (collectively, the “Insurance Settlement Agreements”) and allocable to payment of Channeled Personal Injury Claims, including the Insurance Settlement Escrow Funds and Cash in settlement accounts established pursuant to Insurance Settlement Agreements;
c.	the PI Insurance Assets, including, without limitation, the right to receive any Cash to be paid after the Effective Date pursuant to Insurance Settlement Agreements and allocable to payment of

28

	Channeled Personal Injury Claims, hereby shall be, automatically and without further act or deed, transferred to the Funding Vehicle Trust;
d.	each Reorganized Debtor, as applicable, is authorized and directed to transfer to the Funding Vehicle Trust the books and records of such Reorganized Debtor that pertain to Channeled Personal Injury Claims that have been asserted against any Debtor; and
e.	each Reorganized Debtor, as applicable, is authorized and directed to transfer to the Funding Vehicle Trust any and all PI Insurance Actions and the claims and causes of action asserted or to be asserted therein;

in each case subject to and in accordance with Section 5.1 of the Plan and the applicable provisions of the Funding Vehicle Trust Agreement. Upon the transfer of assets to the Funding Vehicle Trust as contemplated by the immediately preceding sentence, such assets shall be free and clear of any liens, security interests and other claims or causes of action and shall be, automatically and without further act or deed, vested in and assumed by the Funding Vehicle Trust.

4. Neither the transfer of assets to the Funding Vehicle Trust pursuant to Section V.G.3 of this Confirmation Order nor any other action taken pursuant to Section 5.1 of the Plan or

29

the applicable provisions of the Funding Vehicle Trust Agreement shall be deemed to waive, or shall be a waiver of, any privilege as against any third party. Without intending to limit the generality of the immediately preceding sentence, neither the transfer to the Funding Vehicle Trust of the books and records of the Reorganized Debtors pertaining to Channeled Personal Injury Claims that have been asserted against any Debtor nor the retention by the Funding Vehicle Trust of the professional services of counsel to any of the Debtors (including, without limitation, Heller Ehrman LLP and KACC’s National Coordinating Counsel Wharton Levin Ehrmantraut & Klein, P.A.) shall result in the destruction or waiver of any applicable privileges pertaining to such books, records or professional services.

H. CREATION OF ASBESTOS PI TRUST.

1. Pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor, Reorganized KACC is authorized

30

	and directed to execute, deliver and perform its obligations under the Asbestos PI Trust Agreement and to execute, deliver, file and record all such other contracts, instruments, agreements or documents and take all such other actions as any of the Responsible Officers of Reorganized KACC may determine are necessary, appropriate or desirable in connection therewith. The Asbestos PI Trust Agreement, as in effect on the Effective Date, shall be substantially in the form of Exhibit 1.1(139) to the Plan.
2.	The appointment of Mark M. Gleason, Ken M. Kawaichi and Robert A. Marcis as the initial Asbestos PI Trustees and John D. Cooney, Perry Weitz, Matthew Bergman, Steven Kazan and Alan R. Brayton as the initial members of the Asbestos PI TAC, as contemplated by Section 5.2.c of the Plan, is hereby confirmed and approved. Each individual appointed as contemplated by the immediately preceding sentence shall serve in accordance with the Asbestos PI Trust Agreement.
3.	Without intending to limit the generality of Section V.H.1 of this Confirmation Order, pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws

31

governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor, in accordance with Section 5.2.d of the Plan and the applicable provisions of the Asbestos PI Trust Agreement: (i) Kaiser Trading shall issue in the name of, and deliver to, the Asbestos PI Trust 94 shares of Kaiser Trading’s common stock (which shall represent 94% of Kaiser Trading’s issued and outstanding common stock) on the Effective Date; and (ii) 70.5% of the KFC Claim hereby shall be, automatically and without further act or deed, transferred to the Asbestos PI Trust effective as of the Effective Date. Upon the issuance and transfer of assets to the Asbestos PI Trustee as contemplated by the immediately preceding sentence, such assets shall be free and clear of any liens, security interests and other claims or causes of action and shall be, automatically and without further act or deed, vested in and assumed by the Asbestos PI Trust.

4.

Effective as of the Effective Date, upon creation of the Asbestos PI Trust: (i) the Asbestos PI Trust shall, automatically and without further act or deed, assume all

32

liability and responsibility for all Asbestos Personal Injury Claims and its Trust Expenses; and (ii) the Reorganized Debtors shall have no further financial or other responsibility or liability therefor.

I. CREATION OF SILICA PI TRUST.

1. Pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor, Reorganized KACC is authorized and directed to execute, deliver and perform its obligations under the Silica PI Trust Agreement and to execute, deliver, file and record all such other contracts, instruments, agreements or documents and take all such other actions as any of the Responsible Officers of Reorganized KACC may determine are necessary, appropriate or desirable in connection therewith. The Silica PI Trust Agreement, as in effect on the Effective Date, shall be substantially in the form of Exhibit 1.1(191) to the Plan.

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2.

The appointment of Anne M. Ferazzi as the initial Silica PI Trustee and Bryan O. Blevins, Jr. as the initial member of the Silica PI TAC, as contemplated by Section 5.3.c of the Plan, is hereby confirmed and approved. Each individual appointed as contemplated by the immediately preceding sentence shall serve in accordance with the Silica PI Trust Agreement.

3.

Without intending to limit the generality of Section V.I.1 of this Confirmation Order, pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor, in accordance with Section 5.3.d of the Plan and the applicable provisions of the Silica PI Trust Agreement: (i) Reorganized Kaiser Trading shall issue in the name of, and deliver to, the Silica PI Trust six shares of Kaiser Trading’s common stock (which shall represent 6% of Kaiser Trading’s issued and outstanding common stock) on the Effective Date, and (ii) 4.5% of the KFC Claim hereby shall be, automatically and without further act or deed,

34

transferred to the Silica PI Trust effective as of the Effective Date. Upon the issuance and transfer of assets to the Silica PI Trust as contemplated by the immediately preceding sentence, such assets shall be free and clear of any liens, security interests and other claims or causes of action and shall be, automatically and without further act or deed, vested in and assumed by the Silica PI Trust.

4.

Effective as of the Effective Date, upon creation of the Silica PI Trust: (i) the Silica PI Trust shall, automatically and without further act or deed, assume all liability and responsibility for all Silica Personal Injury Claims and its Trust Expenses; and (ii) the Reorganized Debtors shall have no further financial or other responsibility or liability therefor.

J. CREATION OF CTPV PI TRUST.

1. Pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor, Reorganized KACC is authorized and directed to execute, deliver and perform its obligations

35

	under the CTPV PI Trust Agreement and to execute, deliver, file and record all such other contracts, instruments, agreements or documents and take all such other actions as any of the Responsible Officers of Reorganized KACC may determine are necessary, appropriate or desirable in connection therewith. The CTPV PI Trust Agreement, as in effect on the Effective Date, shall be substantially in the form of Exhibit 1.1(71) to the Plan.
2.	The appointment of Anne M. Ferazzi as the initial CTPV PI Trustee and J. Burton LeBlanc, IV as the initial member of the CTPV PI TAC, as contemplated by Section 5.4.c of the Plan, is hereby confirmed and approved. Each individual appointed as contemplated by the immediately preceding sentence shall serve in accordance with the CTPV Trust Agreement.
3.	Effective as of the Effective Date, upon creation of the CTPV PI Trust: (i) the CTPV PI Trust shall, automatically and without further act or deed, assume all liability and responsibility for all CTPV Personal Injury Claims and its Trust Expenses; and (ii) the Reorganized Debtors shall have no further financial or other responsibility or liability therefor.

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K. CREATION OF NIHL PI TRUST.

1.

Pursuant to the State Reorganization Effectuation Statutes, as applicable, and other appropriate provisions of applicable state laws governing corporations or other legal entities and section 1142(b) of the Bankruptcy Code, without further action by the Court or the directors, managers, trustees, partners, members or stockholders of any Reorganized Debtor, Reorganized KACC is authorized and directed to execute, deliver and perform its obligations under the NIHL PI Trust Agreement and to execute, deliver, file and record all such other contracts, instruments, agreements or documents and take all such other actions as any of the Responsible Officers of Reorganized KACC may determine are necessary, appropriate or desirable in connection therewith. The NIHL PI Trust Agreement, as in effect on the Effective Date, shall be substantially in the form of Exhibit 1.1(134) to the Plan.

2.

The appointment of Jack T. Marionneaux as the initial NIHL PI Trustee and J. Burton LeBlanc, IV as the initial member of the NIHL PI TAC, as contemplated by Section 5.5.c of the Plan, is hereby confirmed and approved. Each individual appointed as contemplated by

37

	the immediately preceding sentence shall serve in accordance with the NIHL PI Trust Agreement.
3.	Effective as of the Effective Date, upon creation of the NIHL PI Trust: (i) the NIHL PI Trust shall, automatically and without further act or deed, assume all liability and responsibility for all NIHL Personal Injury Claims and its Trust Expenses; and (ii) the Reorganized Debtors shall have no further financial or other responsibility or liability therefor.

L. EMPLOYER’S SHARE OF EMPLOYMENT TAXES.

          The Reorganized Debtors are authorized to pay the employer’s share of any employment taxes (including but not limited to FICA, FUTA, and unemployment taxes) due in respect of any distributions under the Plan.

M. EXEMPTIONS FROM TAXATION.

          Pursuant to section 1146(a) (formerly 1146(c)) of the Bankruptcy Code, (i) the following shall not be subject to a stamp tax, stock transfer tax, intangible transfer tax, real estate transfer tax, mortgage recording tax, sales or use tax or similar tax: (a) the issuance, distribution, transfer or exchange of New Common Stock, the common stock of Reorganized Kaiser Trading, and any other securities issuable pursuant to the Plan; (b) the creation, modification, assignment, consolidation, filing or recording of any mortgage, deed of trust, lien security interest or agreement, financing statement, release or similar instrument; (c) the creation, modification, assignment, delivery, filing or recording of any lease or sublease; (d) the execution and delivery of the Exit Financing Facility or any other indebtedness provided for under the Plan; (e) any

38

Restructuring Transaction; or (f) the creation, modification, assignment, delivery, filing or recording of any deed, bill of sale or other instrument of transfer or assignment or any plan of merger, consolidation, liquidation or dissolution under, in furtherance of or in connection with the Plan, including in connection with the Exit Financing Revolver Facility; the Exit Term Loan; the funding of the Unsecured Claims Reserve, the Union VEBA Trust or Retired Salaried Employee VEBA Trust; the transfer of the PI Trust Assets to the Funding Vehicle Trust, the Asbestos PI Trust or the Silica PI Trust, as the case may be; the implementation of any Restructuring Transaction; and any other agreements or certificates of merger, consolidation, dissolution or liquidation, deeds, bills of sale, assignments or other instruments of transfer executed in connection with the Plan, this Confirmation Order, the Restructuring Transactions or any transactions arising out of, contemplated by or in any way related to the foregoing, whether occurring on or after the Effective Date; and (ii) the appropriate state or local governmental officials or agents are hereby directed to forego the collection of any such tax and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax.

N. VESTING OF PROPERTY.

          Except as otherwise provided in the Plan or this Confirmation Order, subject to Section 4.2 of the Plan, each Reorganizing Debtor shall, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all the powers of such a legal entity under applicable law and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution or otherwise) under applicable law. Except as otherwise provided in the Plan or this Confirmation Order (and subject to Section 4.2 of the Plan), as of the Effective Date, all property of the respective Estates of the Reorganizing Debtors, and any

39

property acquired by a Reorganizing Debtor or Reorganized Debtor under the Plan, shall vest in the applicable Reorganized Debtor, free and clear of all Claims, liens, charges, other encumbrances and Interests. On and after the Effective Date, each Reorganized Debtor and any successor thereto may operate its business and may use, acquire and dispose of property and compromise or settle any Claims without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan or the Confirmation Order. Without limiting the foregoing, each Reorganized Debtor and any successor thereto may pay the charges that it incurs on or after the Effective Date for professionals’ fees, disbursements, expenses or related support services (including fees relating to the preparation of Professional fee applications) without application to the Bankruptcy Court.

O. RELEASE OF LIENS.

          Except as otherwise provided in the Plan or in any contract or instrument, release or other agreement or document entered into or delivered or Reinstated in connection with the Plan, all mortgages, deeds of trust, liens or other security interests or encumbrances of any kind against the property of any Estate shall be fully released and discharged, and all of the right, title and interest of any holder of such mortgages, deeds of trust liens or other security interests, including any rights to any collateral thereunder, will revert to the applicable Reorganized Debtor and its successors and assigns and the former holder thereof will, upon request of any Reorganizing Debtor, execute such documents evidencing such release and discharge as such Reorganizing Debtor may reasonably request.

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VI. ACTIONS IN FURTHERANCE OF THE PLAN.

          The approvals and authorizations specifically set forth in this Confirmation Order are nonexclusive and are not intended to limit the authority of any Reorganizing Debtor or Reorganized Debtor or any officer thereof to take any and all actions necessary or appropriate to implement, effectuate and consummate the Plan, this Confirmation Order or the transactions contemplated thereby or hereby. In addition to the authority to execute and deliver, adopt or amend, as the case may be, the contracts, instruments, releases and other agreements specifically granted in this Confirmation Order, each of the Reorganizing Debtors and the Reorganized Debtors is authorized and empowered, without further action in the Court or its directors, managers, trustees, members or stockholders, to take any and all such actions as any of its Responsible Officers may determine are necessary or appropriate to implement, effectuate and consummate the Plan, this Confirmation Order or the transactions contemplated thereby or hereby.

VII. RELEASES.

          The releases contained in Section 4.5 of the Plan are approved in all respects, are incorporated herein in their entirety, are so ordered and shall be immediately effective on the Effective Date of the Plan without further act or order.

VIII. OBJECTIONS TO CONFIRMATION.

     A. RESOLUTION OF CERTAIN OBJECTIONS TO CONFIRMATION.

          Certain of the Objections to Confirmation are hereby resolved on the terms and subject to the conditions set forth below. The compromises and settlements contemplated by each resolution to an Objection are fair, equitable and reasonable, are in the best interests of the

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Reorganizing Debtors and their respective Estates and creditors and are expressly approved pursuant to Bankruptcy Rule 9019.

1.

Notwithstanding Section 12.2.a of the Plan, the right of the United States of America to effect the setoff of the Tax Refund against the Settling Agencies’ Claims, as provided in the Stipulation for Settlement of Controversy Between the Debtors and the United States of America, which was approved by the Court on February 1, 2005 (Docket No. 6065), and the right of the IRS to effect the setoff of the Overpayment against the IRS’s prepetition tax assessments for restricted interest, as provided in the Stipulation and Agreed Order to Permit Setoff of Internal Revenue Service Claim (D.I. 8101) (the “IRS Stipulation”), shall be unimpaired by the effectiveness of the Plan. Pursuant to the IRS Stipulation, the Objection of the IRS is deemed withdrawn.

2.

To resolve the informal Objection of the DoJ, the parties have agreed as follows: Notwithstanding Section 12.2.a of the Plan, any setoff or recoupment rights of the United States, and any defenses the Reorganizing Debtors may have thereto, are expressly preserved, subject to the provisions of this paragraph. Through and including two years following the Effective Date of the Plan, the United

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States shall have the right to exercise any setoff or recoupment rights with respect to any allowed unsecured claim of the United States, subject to any defenses the Reorganizing Debtors may have thereto. Such rights of the United States must be exercised by a writing delivered to the Reorganized Debtors within two years from the Effective Date. If the right of setoff or recoupment is approved by the Reorganized Debtors or by final order of the Bankruptcy Court, one or more of the allowed unsecured claims of the United States shall be reduced as necessary to reflect the setoff or recoupment and the United States shall return to the Reorganized Debtors either (i) a proportion of the shares of common stock of Reorganized KAC (the “Returnable Shares”) distributed to it under the Plan (together with any cash or equity distributions on account of the Returnable Shares) equal to the proportionate reduction in the allowed amount of the unsecured claim(s) or, if the Returnable Shares have been sold, (ii) cash in an amount equal to (x) the greater of (a) the sale proceeds received by the United States for the Returnable Shares, (b) the number of Returnable Shares multiplied by $19 per share, the projected equity value for the shares as set forth in the Disclosure Statement, or (c)

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the number of Returnable Shares multiplied by the reported closing price for the shares on the date the setoff or recoupment becomes effective, plus (y) an amount equal to any cash or equity distributions made on account of the Returnable Shares, provided that in the event of an equity distribution the cash amount in respect of that distribution will be determined in the same manner as the cash amount in (ii)(x) above. The Returnable Shares or cash (and any cash or equity distributions) will be redistributed as contemplated by Section 7.5.b(ii) of the Plan. As an example of how Returnable Shares will be calculated, if an approved setoff or recoupment right reduces an allowed unsecured claim of the United States by 50 percent, then Returnable Shares will equal one-half of the number of shares of Reorganized KAC common stock the United States received in respect of that allowed unsecured claim.

3.

The Objection of the Texas Comptroller has been withdrawn in accordance with the December 16, 2005 letter agreement executed by the Texas Comptroller and counsel for the Reorganizing Debtors, which sets forth certain agreements among the parties relating to the allowance and payment of the Texas Comptroller’s claim and the future

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	assertion by the Reorganizing Debtors of any claim for a tax refund.
4.	The Retirees’ Committee’s Objection is resolved and deemed withdrawn based on the Court’s approval of (a) the Amended and Restated Agreement and (b) the Third Modifications, which include certain modifications to the Amended and Restated Certificate of Incorporation of KAC, which is Exhibit 4.3.a(i) to the Plan.
5.	The objection of Santown is resolved as follows. Notwithstanding any term or provision of this Confirmation Order, the Plan or the Findings and Conclusions, (i) that certain Lease made as of December 1, 1964 (the “Santown Lease”) under which Santown leases certain improved commercial real property located at 6250 Bandini Boulevard, Commerce, California (the “Property”) to KACC, which is included in Exhibit 6.1.a (D.I. 7617) to the Plan, will not be removed or deleted from Exhibit 6.1.a to the Plan at any time, the right of the applicable Debtor or Debtors to reject the Santown Lease is waived, and all obligations under the Santown Lease shall be binding upon any assignee of the Santown Lease; (ii) any and all claims with respect to obligations under the Santown Lease relating to the maintenance or repair of the Property,

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including such deferred maintenance and repair obligations and any obligations under the Santown Lease to comply with laws that may have arisen or accrued or continued to accrue over a period of time, both before and after the assumption and assignment of the Santown Lease (the “Maintenance and Compliance Claims”) shall not be affected by this Confirmation Order, the Plan or the Findings and Conclusions, the Reorganized Debtors’ bankruptcy cases, or the assumption and assignment of the Santown Lease; (iii) all matters with respect to Maintenance and Compliance Claims will not be addressed under the Cure Amount Claim procedures set forth in this Confirmation Order, provided, that Santown’s right to assert or pursue such claims at any time in connection with a state or federal proceeding or otherwise, and the rights of the Reorganized Debtors or any assignee of the Santown Lease to assert defenses to such claims, are expressly reserved and such claims and defenses are in no way precluded, estopped, waived or affected by entry of this Confirmation Order or because such claims are not addressed in connection with the Cure Amount Claim procedures; and (iv) all matters with respect to Cure Amount Claims under the Santown Lease other than the

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	Maintenance and Compliance Claims shall be resolved in accordance with the Cure Amount Claim procedures set forth in this Confirmation Order.
6.	Sherwin’s conditional Objection is resolved and deemed withdrawn based on the Court’s approval of the KBC Modifications, for the reasons set forth in the Findings and Conclusions.
7.	The objection of Insurance Company of North America (“INA”) relating to its rights under a certain Reinsurance Agreement dated April 15, 1985 by and between INA and United Insurance Company, Ltd. (the “Reinsurance Agreement”) is resolved as follows: The contract right claims of INA under the Reinsurance Agreement shall not be impaired pursuant to any PI Channeling Injunction and the Reorganizing Debtors acknowledge and agree that such claims are not Indirect Channeled Personal Injury Claims.
8.	Clarification regarding Clark’s Claims: Clark’s Claims, to which the Reorganizing Debtors have Filed an objection, are Disputed Claims under the Plan and shall remain Disputed Claims until resolved by a Final Order.

     B. OVERRULING OF CERTAIN OBJECTIONS TO CONFIRMATION.

          All Objections not otherwise addressed herein or previously withdrawn are hereby overruled for the reasons set forth on the record at the Confirmation Hearing (Tr. of Jan. 9, 2006

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Hr’g at 32, 33, 35-37, 88, 91, 111-12, 124; Tr. of Jan. 10, 2006 Hr’g at 27-31) and in Section II.G of the Findings and Conclusions.

IX. DISCHARGE, TERMINATION AND INJUNCTIONS.

     A. DISCHARGE OF CLAIMS AND SATISFACTION AND TERMINATION OF INTERESTS.

1. Except as provided in the Plan, this Confirmation Order or the Environmental Settlement Agreement, the rights afforded under the Plan and the treatment of Claims and Interests under the Plan shall be in exchange for and in complete satisfaction, discharge and release of all Claims and termination of all Interests arising on or before the Effective Date, including any interest accrued on Claims from the Petition Date. Except as provided in the Plan, this Confirmation Order or the Environmental Settlement Agreement, Confirmation shall, as of the Effective Date: (a) discharge the Reorganizing Debtors from all Claims or other debts and Interests that arose on or before the Effective Date, and all debts of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (i) a proof of Claim based on such debt is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code, (ii) a Claim based on such debt is allowed pursuant to section 502 of the Bankruptcy Code or (iii) the holder of a Claim based on such debt has accepted the Plan; and

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(b)

terminate all Interests and other rights of equity security holders in the Reorganizing Debtors.

2.

In accordance with the foregoing, except as provided in the Plan, this Confirmation Order or the Environmental Settlement Agreement, as of the Effective Date, all Claims and other debts and liabilities against the Reorganizing Debtors shall be discharged and all Interests and other rights of equity security holders in the Reorganizing Debtors shall be terminated, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such discharge will void any judgment obtained against a Reorganizing Debtor at any time, to the extent that such judgment relates to a discharged Claim or terminated Interest. The foregoing shall not limit any rights that the United States of America or the individual States may have under environmental laws to seek to enforce equitable remedies against the Reorganizing Debtors, the Reorganized Debtors or the successors thereto to the extent such equitable remedies are not considered Claims under applicable bankruptcy law and relate to matters that have not been resolved by the Environmental Settlement Agreement or other settlements; provided, however, that the Reorganizing Debtors, the Reorganized Debtors or the successors thereto may raise

49

any and all available defenses (including defenses under bankruptcy law) in any action by the United States of America or an individual State to enforce such equitable remedies. Under the Plan, all rights and defenses (including defenses under bankruptcy law) of the Reorganizing Debtors, the Reorganized Debtors and the successors thereto and the United States of America with regard to the Reserved Sites (as such term is defined in the Environmental Settlement Agreement) for which the Reorganizing Debtors and the United States of America have not reached settlement as of the Confirmation Date shall be preserved. Notwithstanding any provision of the Plan, the rights of the United States of America or the individual States party to the Environmental Settlement Agreement with respect to Debtor-Owned Sites (as such term is defined in the Environmental Settlement Agreement) shall be governed by the Environmental Settlement Agreement.

3.

Nothing in Section IX.A of this Confirmation Order or in Section 12.1 of the Plan shall affect the right of any PI Insurance Company to assert any PI Insurer Coverage Defense.

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     B. INJUNCTIONS.

1. Issuance of the PI Channeling Injunctions and the Channeled PI Insurance Entity Injunction

          In connection with the creation of the PI Trusts, and to supplement the injunctive relief of a discharge under section 524 of the Bankruptcy Code, the PI Channeling Injunctions, including the Asbestos PI Channeling Injunction, the CTPV PI Channeling Injunction, the NIHL PI Channeling Injunction and the Silica PI Channeling Injunction, and the Channeled PI Insurance Entity Injunction shall be, and hereby are, issued as of the Effective Date, pursuant to section 105(a) or 524(g) of the Bankruptcy Code, as applicable.

2. Protected Parties Under the PI Channeling Injunctions and the Channeled PI Insurance Entity Injunction

          In connection with the injunctions set forth below, “Protected Party” means any of the following parties:

a.	the Reorganizing Debtors;
b.	the Reorganized Debtors;
c.	any entity that, pursuant to the Plan or after the Effective Date, becomes a direct or indirect transferee of, or successor to, any assets of the Reorganizing Debtors, the Other Debtors, the Reorganized Debtors, other Kaiser Companies, the Funding Vehicle Trust or a PI Trust (but only to the extent that liability is asserted to exist as a result of its becoming such a transferee or successor);

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d.	any entity that, pursuant to the Plan or after the Effective Date, makes a loan to any of the Reorganizing Debtors, the Reorganized Debtors, the Other Debtors, other Kaiser Companies, the Funding Vehicle Trust or a PI Trust or to a successor to, or transferee of any of the respective assets of, the Reorganizing Debtors, the Other Debtors, the Reorganized Debtors, other Kaiser Companies, the Funding Vehicle Trust or a PI Trust (but only to the extent that liability is asserted to exist by reason of such entity’s becoming such a lender or to the extent any pledge of assets made in connection with such a loan is sought to be upset or impaired);
e.	each entity to the extent he, she or it is alleged to be directly or indirectly liable for the conduct of, Claims against or Demands on any Reorganizing Debtor, Other Debtor, Reorganized Debtor or PI Trust on account of Channeled Personal Injury Claims by reason of one or more of the following:
(i)	such entity’s ownership of a financial interest in any Reorganizing Debtor, Other Debtor, Reorganized Debtor, past or present affiliate of any Reorganizing Debtor, Other Debtor or Reorganized Debtor or

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predecessor in interest of any Reorganizing Debtor, Other Debtor or Reorganized Debtor;

(ii)	such entity’s involvement in the management of any Reorganizing Debtor, Other Debtor, Reorganized Debtor, past or present affiliate of any Reorganizing Debtor, Other Debtor or Reorganized Debtor or any predecessor in interest of any Reorganizing Debtor, Other Debtor or Reorganized Debtor;
(iii)	such entity’s service as a director, officer, employee, accountant (including an independent certified public accountant), advisor, attorney, investment banker, underwriter, consultant or other agent of any Reorganizing Debtor, Other Debtor, Reorganized Debtor, past or present affiliate of any Reorganizing Debtor, Other Debtor or Reorganized Debtor, any predecessor in interest of any Reorganizing Debtor, Other Debtor or Reorganized Debtor or any entity that owns or at any time has owned a financial interest in any Reorganizing Debtor, Other Debtor or Reorganized Debtor, past or present affiliate of any Reorganizing Debtor, Other Debtor or Reorganized Debtor or predecessor in interest of any Reorganizing Debtor, Other Debtor or Reorganized Debtor;
(iv)	such entity’s involvement in a transaction changing the corporate structure, or in a loan or other financial transaction affecting the financial condition, of any Reorganizing Debtor, Other Debtor, Reorganized Debtor, past or present affiliate of any Reorganizing Debtor, Other Debtor or Reorganized Debtor, predecessor in interest of any Reorganizing Debtor, Other Debtor or Reorganized Debtor or any entity that owns or at any time has owned a financial interest in any Reorganizing Debtor, Other Debtor or Reorganized Debtor, past or present affiliate of a Reorganizing Debtor, Other Debtor or Reorganized Debtor or any predecessor in interest of a Reorganizing Debtor, Other Debtor or Reorganized Debtor;
f.	other Kaiser Companies, including the Other Debtors; or

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g. as to Channeled Personal Injury Claims, each Settling Insurance Company.

3. Asbestos PI Channeling Injunction

a.	All entities shall be permanently and forever stayed, restrained and enjoined from taking any of the following actions for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on or with respect to any Asbestos Personal Injury Claims, all of which shall be channeled to the Asbestos PI Trust for resolution as set forth in the Asbestos Distribution Procedures (other than actions brought in conformity and compliance with the provisions hereof to enforce any right or obligation under the Plan, any Exhibits to the Plan or any agreement or instrument between a Reorganizing Debtor or Reorganized Debtor and the Asbestos PI Trust), including, but not limited to:
(i)	commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including a judicial, arbitral, administrative or other proceeding) in any forum against or affecting any Protected Party or any property or interests in property of any Protected Party;
(ii)	enforcing, levying, attaching (including through any prejudgment attachment), collecting or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree

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or other order against any Protected Party or any property or interests in property of any Protected Party;

(iii)	creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance against any Protected Party or any property or interests in property of any Protected Party;
(iv)	subject to Section 5.8 of the Plan, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and
(v)	proceeding in any manner in any place with regard to any matter that is subject to resolution pursuant to the Asbestos PI Trust, except in conformity and compliance therewith.

4. CTPV PI Channeling Injunction

a. All entities shall be permanently and forever stayed, restrained and enjoined from taking any of the following actions for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on or with respect to any CTPV Personal Injury Claims, all of which shall be channeled to the CTPV PI Trust for resolution as set forth in the CTPV Distribution Procedures (other than actions brought in conformity and compliance with the provisions hereof to enforce any right or obligation under the Plan, any Exhibits to the Plan

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or any agreement or instrument between a Reorganizing Debtor or Reorganized Debtor and the CTPV PI Trust), including, but not limited to:

(i)	commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including a judicial, arbitral, administrative or other proceeding) in any forum against or affecting any Protected Party or any property or interests in property of any Protected Party;
(ii)	enforcing, levying, attaching (including through any prejudgment attachment), collecting or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree or other order against any Protected Party or any property or interests in property of any Protected Party;
(iii)	creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance against any Protected Party or any property or interests in property of any Protected Party;
(iv)	subject to Section 5.8 of the Plan, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and
(v)	proceeding in any manner in any place with regard to any matter that is subject to resolution pursuant to the CTPV PI Trust, except in conformity and compliance therewith.

5. NIHL PI Channeling Injunction

a. All entities shall be permanently and forever stayed, restrained and enjoined from taking any of the

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following actions for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on or with respect to any NIHL Personal Injury Claims, all of which shall be channeled to the NIHL PI Trust for resolution as set forth in the NIHL Distribution Procedures (other than actions brought in conformity and compliance with the provisions hereof to enforce any right or obligation under the Plan, any Exhibits to the Plan or any agreement or instrument between a Reorganizing Debtor or Reorganized Debtor and the NIHL PI Trust), including, but not limited to:

(i)	commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including a judicial, arbitral, administrative or other proceeding) in any forum against or affecting any Protected Party or any property or interests in property of any Protected Party;
(ii)	enforcing, levying, attaching (including through any prejudgment attachment), collecting or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree or other order against any Protected Party or any property or interests in property of any Protected Party;
(iii)	creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance against any Protected Party or any property or interests in property of any Protected Party;

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(iv)	subject to Section 5.8 of the Plan, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and
(v)	proceeding in any manner in any place with regard to any matter that is subject to resolution pursuant to the NIHL PI Trust, except in conformity and compliance therewith.

6. Silica PI Channeling Injunction

a.

All entities shall be permanently and forever stayed, restrained and enjoined from taking any of the following actions for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on or with respect to any Silica Personal Injury Claims, all of which shall be channeled to the Silica PI Trust for resolution as set forth in the Silica Distribution Procedures (other than actions brought in conformity and compliance with the provisions hereof to enforce any right or obligation under the Plan, any Exhibits to the Plan or any agreement or instrument between a Reorganizing Debtor or Reorganized Debtor and the Silica PI Trust), including, but not limited to:

(i)

commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding (including a judicial, arbitral,

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administrative or other proceeding) in any forum against or affecting any Protected Party or any property or interests in property of any Protected Party;

(ii)	enforcing, levying, attaching (including through any prejudgment attachment), collecting or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree or other order against any Protected Party or any property or interests in property of any Protected Party;
(iii)	creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance against any Protected Party or any property or interests in property of any Protected Party;
(iv)	subject to Section 5.8 of the Plan, setting off, seeking reimbursement of, contribution from or subrogation against or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Protected Party or any property or interests in property of any Protected Party; and
(v)	proceeding in any manner in any place with regard to any matter that is subject to resolution pursuant to the Silica PI Trust, except in conformity and compliance therewith.

7. Channeled PI Insurance Entity Injunction

a. Purpose. In order to protect the Funding Vehicle Trust and each PI Trust and to preserve the PI Trust Assets, pursuant to the equitable jurisdiction and power of the Bankruptcy Court under section 105(a) of the Bankruptcy Code, the Bankruptcy Court shall issue as part of the Confirmation Order the Channeled PI Insurance Entity Injunction; provided,

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however, that: (A) the Funding Vehicle Trust shall have the sole and exclusive authority at any time to terminate, or reduce or limit the scope of, the Channeled PI Insurance Entity Injunction with respect to any PI Insurance Company upon express written notice to such PI Insurance Company; and (B) the Channeled PI Insurance Entity Injunction is not issued for the benefit of any PI Insurance Company, and no PI Insurance Company is a third-party beneficiary of the Channeled PI Insurance Entity Injunction.

b. Terms. Subject to the provision of Section 12.2.c(i) of the Plan, all Entities (excluding, however, the Funding Vehicle Trust, the Asbestos PI Trust, the Silica PI Trust, the CTPV PI Trust, the NIHL PI Trust and the Reorganized Debtors to the extent they are permitted or required to pursue claims relating to any PI Insurance Coverage Action and/or the PI Insurance Assets) that have held or asserted, that hold or assert or that may in the future hold or assert any claim, demand or cause of action (including any Channeled Personal Injury Claim or respecting any Trust Expense) against any PI

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Insurance Company based upon, attributable to, arising out of or in any way connected with any such Channeled Personal Injury Claim, whenever and wherever arising or asserted, whether sounding in tort, contract, warranty or any other theory of law, equity or admiralty, shall be stayed, restrained and enjoined from taking any action for the purpose of directly or indirectly collecting, recovering or receiving payments, satisfaction or recovery with respect to any such Claim, Demand or cause of action including, but not limited to:

(i)	commencing, conducting or continuing, in any manner, directly or indirectly, any suit, action or other proceeding of any kind (including a judicial, arbitration, administrative or other proceeding) in any forum with respect to any such Claim, Demand or cause of action against any PI Insurance Company, or against the property of any PI Insurance Company, with respect to any such claim, demand or cause of action;
(ii)	enforcing, levying, attaching, collecting or otherwise recovering, by any means or in any manner, whether directly or indirectly, any judgment, award, decree or other order against any PI Insurance Company, with respect to any such claim, demand or cause of action;
(iii)	creating, perfecting or enforcing in any manner, directly or indirectly, any encumbrance against any PI Insurance Company, or the property of any PI Insurance Company, with respect to any such claim, demand or cause of action; and

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(iv) except as otherwise specifically provided in the Plan, asserting or accomplishing any setoff, right of subrogation, indemnity, contribution or recoupment of any kind, directly or indirectly, against any obligation of any PI Insurance Company, or against the property of any PI Insurance Company, with respect to any such claim, demand or cause of action;

provided, however, that: (x) the Channeled PI Insurance Entity Injunction shall not impair in any way any actions brought by the Funding Vehicle Trust and/or the Reorganized Debtors against any PI Insurance Company; (y) the Funding Vehicle Trust shall have the sole and exclusive authority at any time to terminate, or reduce or limit the scope of, the Channeled PI Insurance Entity Injunction with respect to any PI Insurance Company upon express written notice to such PI Insurance Company; and (z) the Channeled PI Insurance Entity Injunction is not issued for the benefit of any PI Insurance Company, and no PI Insurance Company is a third-party beneficiary of the Channeled PI Insurance Entity Injunction.

c.	Reservations. Notwithstanding anything to the contrary above, this Channeled PI Insurance Entity Injunction shall not enjoin:
(i)	the rights of entities to the treatment accorded them under the Plan, as applicable, including the rights of holders of Channeled Personal Injury Claims to assert such Claims, as applicable, in accordance with the applicable PI Trust Distribution Procedures;
(ii)	the rights of entities to assert any claim, debt, obligation, cause of action or liability for payment of Trust Expenses against the Funding Vehicle Trust or a PI Trust;

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(iii)	the rights of the Funding Vehicle Trust and the Reorganized Debtors (to the extent permitted or required under the Plan) to prosecute any action based on or arising from the Included PI Trust Insurance Policies;
(iv)	the rights of the Funding Vehicle Trust and the Reorganized Debtors to assert any claim, debt, obligation, cause of action or liability for payment against a PI Insurance Company based on or arising from the Included PI Trust Insurance Policies;
(v)	the rights of any PI Insurance Company to assert any claim, debt, obligation, cause of action or liability for payment against any other PI Insurance Company that is not a Protected Party; and
(vi)	the rights of any PI Insurance Company to assert any PI Insurer Coverage Defense.

8. Injunctions Related to Discharge or Releases Granted Pursuant to the Plan

a. In addition to the PI Channeling Injunctions set forth above, except as provided in the Plan, the Confirmation Order or the Environmental Settlement Agreement, as of the Effective Date, all entities that have held, currently hold or may hold a Claim or other debt or liability of the Reorganizing Debtors, or an Interest or other right of an equity security holder with respect to the Reorganizing Debtors, that is discharged, released, waived, settled or deemed satisfied in accordance with the Plan will be permanently enjoined from taking any of the following actions on account of any such Claims,

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debts, liabilities, Interests or rights: (a) commencing or continuing in any manner any action or other proceeding against the Reorganizing Debtors, the Reorganized Debtors or the property of any of them, other than to enforce any right pursuant to the Plan to a distribution; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against the Reorganizing Debtors, the Reorganized Debtors or the property of any of them, other than as permitted pursuant to (a) above; (c) creating, perfecting or enforcing any lien or encumbrance of any kind against the Reorganizing Debtors, the Reorganized Debtors or the property of any of them; (d) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to the Reorganizing Debtors or the Reorganized Debtors; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the Plan.

b. In addition to the PI Channeling Injunctions set forth above, except as provided in the Plan, this Confirmation Order or the environmental

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Settlement Agreement, as of the Effective Date, all entities that have held, currently hold or may hold any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that are released pursuant to the Plan, including pursuant to Section 4.5 of the Plan, will be permanently enjoined from taking any of the following actions against any released entity or its property on account of such released claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities: (i) commencing or continuing in any manner any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability, or obligation due to any released entity; and (v) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the Plan.

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X. SUBSTANTIVE CONSOLIDATION.

     The substantive consolidation of the Substantively Consolidated Debtors is approved to the limited extent set forth herein and in Section 9.1 of the Plan. Specifically: (a) all assets and liabilities of the Substantively Consolidated Debtors shall be deemed merged; (b) all guarantees by, or co-obligations of, one Substantively Consolidated Debtor in respect of the obligations of any other Substantively Consolidated Debtor shall be deemed eliminated so that any Claim against any Substantively Consolidated Debtor and any guarantee by, or co-obligation of, any other Substantively Consolidated Debtor and any joint or several liability of any of the Substantively Consolidated Debtors shall be deemed to be one obligation of the consolidated Substantively Consolidated Debtors; and (c) each and every Claim Filed or to be Filed in the Reorganization Case of any of the Substantively Consolidated Debtors shall be deemed Filed against the consolidated Substantively Consolidated Debtors and shall be deemed one Claim against and a single obligation of the consolidated Substantively Consolidated Debtors. Such substantive consolidation (other than for the purpose of implementing the Plan) shall not affect the legal and corporate structures of the Substantively Consolidated Debtors, nor shall such substantive consolidation affect or be deemed to affect any Intercompany Claim in any manner contrary to the Intercompany Claims Settlement, nor shall such substantive consolidation be deemed to affect any Other Debtor or Claims against any Other Debtor. In addition, KBC shall be substantively consolidated with the Substantively Consolidated Debtors solely in order to treat any Unsecured Claims against KBC, including the PBGC Claim and the Unsecured Claim of Sherwin Alumina, L.P. allowed as set forth in Section 2.16 of the Plan, as Claims in Subclass 9B for purposes of distributions to be made under the Plan.

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XI. SUBSTANTIAL CONSUMMATION.

     The substantial consummation of the Plan, within the meaning of section 1127 of the Bankruptcy Code, is deemed to occur on the Effective Date.

XII. RETENTION OF JURISDICTION.

     Notwithstanding the entry of this Confirmation Order and the occurrence of the Effective Date, the Court shall retain such jurisdiction over the Reorganization Cases after the Effective Date as is legally permissible, including jurisdiction over the matters set forth in Article XIII of the Plan, which provisions are incorporated herein by reference.

XIII. NOTICE OF ENTRY OF CONFIRMATION ORDER.

A. Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), the Reorganizing Debtors or the Reorganized Debtors are directed to serve, within 20 Business Days after the entry of an order by the District Court issuing or affirming this Confirmation Order, a notice of the entry of this Confirmation Order, which shall include notice of the bar dates established by the Plan and this Confirmation Order and, if it has occurred, notice of the Effective Date, substantially in the form of Exhibit D attached hereto and incorporated herein by reference (the “Confirmation Notice”), on all parties that received notice of the Confirmation Hearing; provided, however, that the Reorganizing Debtors or the Reorganized Debtors shall be obligated to serve the Confirmation Notice on only: (1) with respect to Channeled Personal Injury Claims, to the extent that the holders of such claims are represented by known counsel, counsel to such holders, unless such counsel requests otherwise; and (2) with respect to

67

	holders of Public Note Claims and Interests, the record holders of Claims or Interests as of the Confirmation Date.
B.	As soon as practicable after the entry of this Confirmation Order, the Reorganizing Debtors shall make copies of this Confirmation Order and the Confirmation Notice available on the Debtors’ website.
C.	No later than 20 Business Days after the Effective Date, the Reorganizing Debtors are directed to publish the version of the Confirmation Notice attached hereto as Exhibit E once in: (i) the national editions of The Wall Street Journal and The New York Times, (ii) The Bond Buyer and (iii) the following regional newspapers: The Ascension Citizen (Gonzales), Baton Rouge Advocate, The Charleston Gazette, Coeur d’Alene Press (ID), The Daily Gleaner (local Jamaican edition), The Houston Chronicle, The L’Observateur (La Place), The London Free Press (London, Ontario edition), New Orleans Times Picayune, The News Examiner (St. James), Oakland Tribune, The Parkersburg News, San Francisco Chronicle, Seattle Times, Spokane Spokesman Review, St. Bernard News (Chalmette), St. Bernard Voice (Chalmette) and Tacoma News Tribune. The Reorganizing Debtors are authorized to pay all fees associated with the publication program described in this paragraph to Kinsella/Novak Communications, Ltd., which will coordinate publication of the Confirmation Notice for the Reorganizing Debtors.

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XIV. REPORT AND RECOMMENDATION TO THE DISTRICT COURT

     To the extent required, this Court hereby reports to the District Court and recommends that the District Court enter an order issuing or affirming this Confirmation Order.

Dated:                     , 2006
	UNITED STATES BANKRUPTCY JUDGE

69

EXHIBIT A

SECOND AMENDED JOINT PLAN OF REORGANIZATION OF
KAISER ALUMINUM CORPORATION, KAISER ALUMINUM & CHEMICAL
CORPORATION AND CERTAIN OF THEIR DEBTOR AFFILIATES

EXHIBIT B

MODIFICATIONS TO SECOND AMENDED JOINT PLAN OF REORGANIZATION
OF KAISER ALUMINUM CORPORATION, KAISER ALUMINUM & CHEMICAL
CORPORATION AND CERTAIN OF THEIR DEBTOR AFFILIATES

EXHIBIT C

CURE AMOUNT NOTICE

EXHIBIT D

CONFIRMATION NOTICE

EXHIBIT E

CONFIRMATION NOTICE — PUBLICATION VERSION

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO SECURED SUPER-PRIORITY DEBTOR-IN-
POSSESSION REVOLVING CREDIT AND GUARANTY AGREEMENT

          FIRST AMENDMENT TO SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 23, 2005 (this “Amendment”), to that certain Secured Super-Priority Debtor-In-Possession Revolving Credit and Guaranty Agreement, dated as of February 11, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement), among Kaiser Aluminum & Chemical Corporation, a Delaware corporation as a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“Company”), Kaiser Aluminum Corporation, a Delaware corporation and a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“Parent”) and each of their respective subsidiaries party thereto (the “Subsidiary Borrowers”, and together with Company and Parent, each a “Borrower” and collectively, “Borrowers”), certain of the direct or indirect subsidiaries of Borrowers party thereto (each a “Guarantor” and collectively, “Guarantors”), the Lenders party thereto and JPMorgan Chase Bank, National Association, as administrative agent for the Lenders (in such capacity, “Agent”).

WITNESSETH:

          WHEREAS, Borrowers, Guarantors, the Lenders named therein and Agent have entered into the Credit Agreement;

          WHEREAS, Borrowers have asked Lenders to extend the Maturity Date of the Credit Agreement by three (3) months; and

          WHEREAS, Lenders are willing to consent to the extension of the Credit Agreement and grant such amendment to the Credit Agreement on the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and the agreements herein contained, Borrowers, Guarantor, Lenders, and Agent hereby agree as follows:

ARTICLE I

AMENDMENT TO CREDIT AGREEMENT

          Section 1.1 Immediately upon the Effective Date (as defined in Article II below), the definition of “Maturity Date” in Section 1.01 to the Credit Agreement shall be amended and restated in its entirety as follows:

          “Maturity Date” shall mean May 11, 2006.

ARTICLE II
CONDITIONS TO CLOSING

          Section 2.1 Immediately upon the satisfaction of the following conditions, this Amendment shall become effective (the date on which such conditions are satisfied being the “Effective Date”):

First Amendment

          (a) Amendment. Agent shall have received a duly executed counterpart of this Amendment from each Borrower, Guarantor and each of the Lenders.

          (b) Fee Letter. Agent shall have received a duly executed counterpart of that certain Fee Letter, dated of even date herewith, among Agent, Parent and the Company.

          (c) Extension Order. Agent shall have received a certified copy of a final, non-appealable order of the Bankruptcy Court in substantially the form of Exhibit A attached hereto (the “Extension Order”), which Extension Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect.

ARTICLE III
MISCELLANEOUS

          Section 3.1 Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of Agent or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect except that, on and after the effectiveness of this Amendment, each reference to the Credit Agreement in the Loan Documents shall mean and be a reference to the Credit Agreement as amended by this Amendment. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents in similar or different circumstances. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

          Section 3.2 No Representations by Lenders or Agent. Borrowers hereby acknowledge that they have not relied on any representation, written or oral, express or implied, by any Lender or Agent, other than those expressly contained herein, in entering into this Amendment.

          Section 3.3 Representations of Borrowers and Guarantors. Each Borrower and Guarantor represents and warrants to Agent and Lenders that: (a) (i) it is duly organized and validly existing under the laws of the State of its organization and is duly qualified as a foreign organization and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect, and (ii) subject to the entry by the Bankruptcy Court of the Extension Order, it has the requisite corporate power and authority to effect the transactions contemplated hereby, and by the other Loan Documents to which it is a party; (b) the execution, delivery and performance by it of this Amendment (i) is within its organizational powers, has been duly authorized by all necessary organizational action, and does not (A) contravene its charter or by-laws or other constituent documents, (B) violate any law or regulation, or any order or decree of any court or Governmental Authority applicable to it, (C) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust entered into after the applicable Filing Date or any material lease, agreement or other instrument entered into after the applicable Filing Date binding on it or any of its properties, or (D) result in or require the creation or imposition of any Lien upon any of its property other than the Liens granted pursuant to the Loan Documents, the Order or the Extension Order; and (ii) does not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority, other than the entry of the Extension Order; (c)

First Amendment

this Amendment has been duly executed and delivered by it; and (d) this Amendment is a legal, valid and binding obligation of such Borrower or Guarantor, enforceable against it in accordance with its terms and the Order. Each Borrower and Guarantor further represents and warrants to Agent and Lenders that, after giving effect to this Amendment, (a) the representations and warranties set forth in the Loan Documents are true and correct in all material respects on and as of the Effective Date with the same effect as though made on such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true as of such earlier date and (b) no Default or Event of Default has occurred and is continuing.

          Section 3.4 Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders and Agent.

          Section 3.5 Headings. Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this Amendment.

          Section 3.6 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          Section 3.7 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

          Section 3.8 Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.

          Section 3.9 Costs and Expenses. Whether or not the transactions hereby contemplated shall be consummated, Borrowers shall pay all reasonable out-of-pocket expenses (including, without limitation, expenses incurred in connection with due diligence) of Agent associated with this Amendment, including the reasonable out-of-pocket fees and expenses of Agent’s counsel.

          Section 3.10 Ratification of Guaranties. Each Guarantor hereby consents to this Amendment and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment, the guarantee made by such Guarantor pursuant to Section 9 of the Credit Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

[Remainder of this page is intentionally left blank.]

First Amendment

          IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS: KAISER ALUMINUM CORPORATION
By:	/s/ Kerry A. Shiba
	Name: KERRY A. SHIBA
	Title:	VP & CFO

KAISER ALUMINUM & CHEMICAL CORPORATION
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

KAISER ALUMINIUM INTERNATIONAL, INC.
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

KAISER BELLWOOD CORPORATION
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

GUARANTORS: KAISER ALUMINUM & CHEMICAL INVESTMENT, INC.
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO
KAISER ALUMINUM PROPERTIES, INC.
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

First Amendment

KAISER ALUMINUM TECHNICAL SERVICES, INC.
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

ALWIS LEASING, LLC
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

KAISER CENTER, INC.
By : /s/ Kerry A. Shiba
Name:
Title:	VP & CFO

KAISER CENTER PROPERTIES
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

OXNARD FORGE DIE COMPANY, INC.
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

AKRON HOLDING CORPORATION
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

KAISER TEXAS MICROMILL HOLDINGS, LLC
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

First Amendment

KAISER MICROMILL HOLDINGS, LLC
By:	/s/ Kerry A. Shiba
	Name:
	Title: VP & CFO

KAISER SIERRA MICROMILLS, LLC
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

KAISER TEXAS SIERRA MICROMILLS, LLC
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

KAE TRADING, INC.
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

KAISER EXPORT COMPANY
By:	/s/ Kerry A. Shiba
	Name:
	Title:	VP & CFO

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED NON-EXCLUSIVE CONSULTING AGREEMENT

This Amended and Restated Non-Exclusive Consulting Agreement (“Agreement”) is entered into and effective as of the 13th of January, 2006, to amend and restate the Non-Exclusive Consulting Agreement entered into effective as of the 16th day of August, 2005, between Edward F. Houff (“Consultant” or “Houff”), and Kaiser Aluminum & Chemical Corporation, a corporation with offices located at 27422 Portola Parkway, #350, Foothill Ranch, CA 92610-2831 (“Kaiser”).

     WHEREAS, effective August 15, 2005, Kaiser has terminated Consultant as a Kaiser employee “Without Cause,” and such termination constitutes a “Pro-Rating Event” for the purposes of determining Consultant’s entitlement to severance and termination benefits under the Key Employment Retention Program (“KERP”) approved by the Bankruptcy Court in Kaiser’s chapter 11 proceedings, including Consultant’s Severance Agreement, Retention Agreement and Change in Control Severance Agreement (a summary listing of such benefits and the references thereto is attached to this Agreement and incorporated herein by reference); and

     WHEREAS, Consultant acknowledges that as a result of termination of Consultant’s employment Consultant is not entitled to any benefits under his Change in Control Severance Agreement (the “CIC Agreement”) and, in recognition of the foregoing, has, by execution of this Agreement, permanently waived and released Kaiser from and against any and all claims for “Change in Control” and “Tax Gross-Up” termination benefits in connection with the KERP, including any claims for benefits under his CIC Agreement; and

     WHEREAS, Kaiser desires to have Consultant perform certain services for Kaiser as set forth herein, and Consultant is willing to perform such services;

     NOW THEREFORE, in consideration of the mutual promises contained herein the parties hereto agree as follows:

1. Term

     The term of this Agreement shall commence as of August 1, 2005 and shall continue in effect through April 30, 2006. Termination of this Agreement, except for cause, before April 30, 2006, may occur only by mutual consent or the death or permanent and total disability of Consultant as a result of bodily injury, disease or mental disorder. This Agreement may be renewed for such term, and upon such terms and conditions, as the parties may agree in a further writing.

2. Services

     2.1 Consultant shall perform non-exclusive consulting services for Kaiser primarily in the nature of the services provided when consultant was Chief Restructuring Officer and Senior Vice President of Kaiser, which employment ended on August 15, 2005. A listing of subject areas in which Kaiser and Consultant have agreed that Consultant will provide services to the Company is attached to this Agreement and incorporated herein by reference. To the extent any services will not be completed by the expiration of the term of this Agreement and Consultant and Kaiser have not agreed to the terms of an extension, Consultant shall fully cooperate with Kaiser in all matters relating to the winding up of Consultant’s pending work on behalf of Kaiser and the orderly transfer of any such pending work to other employees or representatives of Kaiser as may be designated by Kaiser.

     2.2 Any additional services by Consultant beyond those referenced in paragraph 2.1 above shall be performed by Consultant as agreed between Consultant and Kaiser and as authorized by Kaiser’s CEO, Jack A. Hockema, or such other person as Consultant may agree.

     2.3 Consultant shall at all times act in accordance with his own best judgment, experience and expertise as an independent Consultant. Consultant shall routinely communicate the status and progress of the services being performed by Consultant to Kaiser’s CEO, General Counsel, CFO, senior management and outside professionals, as appropriate, and solicit input and direction with respect to tactical and strategic decisions required to be made in connection with the services to be performed that are likely to affect the business, operations or liabilities of Kaiser and its affiliates both during and after emergence.

     2.4 Consultant may perform consulting services for persons other than Kaiser so long as such other consulting services do not present an actual conflict of interest for Consultant. Consultant agrees to inform Kaiser when consulting services are being performed for others, and will provide a certification that no conflict exists. Consultant will arrange his schedule and other work to ensure that Kaiser work remains the primary priority for Consultant’s work and remains the first call on Consultant’s resources and time. Should Consultant request a waiver of any potential conflict with respect to either interest or time, Kaiser will not unreasonably withhold its consent to waiver.

     2.5 Upon the effective date of Kaiser’s plan of reorganization and its emergence from Chapter 11, Consultant will resign as Chief Restructuring Officer of Kaiser and the delegation of authority granted to Consultant shall terminate and be of no further force or effect. Except as set forth in the preceding sentence, Kaiser’s emergence from Chapter 11 will have no effect on this Agreement or the consulting services to be performed.

3. Fees and Reimbursements/Invoices

     3.1 For the initial term of the Agreement (through February 14, 2006), Consultant’scompensation will be as follows:

          3.1.1 A base fee of $43,200 per month (“Base Fee”), exclusive of expenses, for which Consultant will provide up to 120 hours of services. Travel time that is not covered by other work will be counted at one-half the number of hours, and there will be no premium for weekend or holiday work. This amount will be pro-rated for the partial months of August 2005 and February 2006.

          3.1.2 Monthly hours worked in excess of 120, up to a maximum of 200 (“Additional Fee”), exclusive of expenses, will be billed at $360 per hour, subject to the same terms and conditions for travel, weekend and holiday work as provided in paragraph 3.1.1.

          3.1.3 Regardless of the number of hours actually worked in any month, Consultant agrees that Kaiser will not be charged for any work in excess of 200 hours per month, exclusive of expenses.

     3.2 After the initial term of the Agreement, Consultant’s compensation will be as follows:

          3.2.1 The prorated Base Fee for February 15, 2006, through February 28, 2006, shall be $22,500, exclusive of expenses, for which Consultant will provide up to 50 hours of services. Travel time that is not covered by other work will be counted at one-half the number of hours, and there will be no premium for weekend or holiday work. The Additional Fee during this period for hours worked in excess of 50, up to a maximum of 75, exclusive of expenses, will be billed at $450 per hour, subject to the same terms and conditions for travel, weekend and holiday work as provided above.

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

2

          3.2.2 The prorated Base Fee for March 1, 2006, through March 31, 2006, shall be $33,750, exclusive of expenses, for which Consultant will provide up to 75 hours of services. Travel time that is not covered by other work will be counted at one-half the number of hours, and there will be no premium for weekend or holiday work. The Additional Fee during this period for hours worked in excess of 75, up to a maximum of 100, exclusive of expenses, will be billed at $450 per hour, subject to the same terms and conditions for travel, weekend and holiday work as provided above.

          3.2.3 The prorated Base Fee for April 1, 2006, through April 30, 2006, shall be $22,500, exclusive of expenses, for which Consultant will provide up to 50 hours of services. Travel time that is not covered by other work will be counted at one-half the number of hours, and there will be no premium for weekend or holiday work. The Additional Fee during this period for hours worked in excess of 50, up to a maximum of 75, exclusive of expenses, will be billed at $450 per hour, subject to the same terms and conditions for travel, weekend and holiday work as provided above.

     3.3 Both parties agree that Consultant is not an employee for state or federal tax purposes. Consultant shall be solely responsible for payment of all FICA and federal, state and local income taxes payable on compensation received hereunder. All travel time in connection with this Agreement will be prorated as required and compensated at the above rates. In addition, upon submission of proper documentation, Kaiser will reimburse Consultant for all reasonable and customary expenses incurred while providing consulting services. The term “reasonable and customary” shall mean expenses incurred consistent with Kaiser’s corporate policies on reimbursement of travel and related expenses and also include costs for telephone, fax and mobile phone charges when used for Kaiser business, but shall not include any costs or expenses incurred by Consultant to provide his own working environment (office space, parking, etc.).

     3.4 Consultant’s compensation and expense reimbursement shall be paid as follows:

          3.4.1 Beginning in September 2005 and each month thereafter during the term of the Agreement, Consultant’s Base Fee will be paid automatically by Kaiser by wire transfer monthly on the first business day between the first and fifth day of the month.

          3.4.2 Beginning in September 2005 and each month thereafter during the term of the Agreement, by the fifth day of the month, Consultant will provide an invoice for the previous month that provides a summary of time and activities as to the Base Fee, and a reasonably detailed description of services and time, rounded up to the nearest tenth of the hour for any Additional Fee earned during the previous month. Consultant will also submit a reasonably detailed schedule of expenses for reimbursement including receipts. Bills and receipts may be submitted electronically.

          3.4.3 Statements for services and requests for expense reimbursement shall be submitted to

Kaiser Aluminum & Chemical Corp
Attn: John M. Donnan, Vice President and General Counsel
27422 Portola Parkway, #350
Foothill Ranch, CA 92610-2831
Fax: (949) 614-1867
john.donnan@kaiseraluminum.com

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

3

          3.4.4 Kaiser will promptly review the statements submitted with respect to the Additional Fee and requests for expense reimbursement, and will pay all undisputed Additional Fee and expense reimbursement amounts within 30 days of Kaiser’s receipt of such statement. Kaiser may request additional information concerning the content of the Base Fee description and time but may not withhold payment of the Base Fee. Questions regarding any Additional Fee and/or expenses will be addressed promptly with a view toward reaching an agreement, and payment for any questioned Additional Fee and/or expense amounts will be paid on the later of 30 days after the statement was received or 10 days after the questions are resolved.

4. Independent Contractor

     4.1 Consultant shall perform services hereunder as an independent contractor and not as an employee. He shall have no power or authority to act for, legally represent, or commit Kaiser in any way unless Kaiser expressly authorizes him to do so.

     4.2 Consultant understands and agrees that during the period of this Agreement and any extensions thereto he is not entitled to participate in or accrue benefits, and Consultant hereby expressly waives any claim to participate in or accrue benefits, under Kaiser’s employee benefit plans, including but not limited to KRP, Plan B, Severance Pay and Benefits Continuation, Personal Choice, Life Insurance, Sick Leave with Salary Continuation, Long Term Disability, Accidental Death and Dismemberment, Medical and Dental plans for services performed hereunder, except as he is entitled to receive any such benefits as a result of his termination without cause as an employee on August 15, 2005. For the avoidance of doubt, the parties agree that any and all benefits to which Consultant may be entitled must derive, if at all, from his term of employment at Kaiser, and not from his service as a Consultant. In addition, Consultant is not entitled to participate in any employee bonus plans as a result of his service as a Consultant.

5. Protection of Confidential Information

     5.1 All work product of Consultant in the performance of this Agreement, including without limitation, analyses, reports, photographs, data and other information, including any inventions or discoveries made by Consultant, shall be the property of Kaiser and shall be considered Confidential Information. Any information disclosed to Consultant by Kaiser or others in connection with service for Kaiser under this Agreement shall also be considered Confidential Information, and shall, as between Kaiser and Consultant, be the property of Kaiser.

     5.2 Except as Kaiser may authorize in writing, Consultant shall not disclose any Confidential Information or use it for any purpose other than the performance of his services under this Agreement. Promptly upon Kaiser’s request, and in any event upon the termination of this Agreement, Consultant shall deliver to Kaiser all such material (including all copies made thereof) which Consultant has in his possession.

     5.3 Upon termination of this Agreement for any reasons, Consultant will, except as otherwise agreed to in writing by the parties, return to Kaiser all property belonging to Kaiser, including without limitation, computer equipment, computer programs, cellular telephones, beepers or other property belonging to Kaiser, and documents, property and data of any nature and in any form, including electronic or magnetic form, reflecting any confidential information described above.

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

4

6. Applicable Law/Entire Agreement

     6.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Texas, except that conflicts of laws/provisions of Texas law shall not be applied for the purpose of making other law applicable.

     6.2 This Agreement, the Severance Agreement, the Retention Agreement and that certain Release executed pursuant to the terms of the Severance Agreement constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties relating to Consultant’s activities as a Consultant and the termination of Consultant’s employment with Kaiser, including, but not limited to the effect of such termination under the KERP and related agreements. It may not be amended, supplemented or superseded except by a written agreement signed by both parties.

7. Dispute Resolution

     7.1 If a dispute arises out of or related to this Agreement, and if the dispute cannot be settled through direct discussions, then Kaiser and Consultant agree to first endeavor to settle the dispute in an amicable and good faith manner by mediation before a mutually agreeable mediator, before having recourse to any other proceeding or forum.

     7.2 Any controversy or claim arising out of or relating to this Agreement or the breach thereof that cannot be resolved by good faith mediation shall on the written request of the complaining party served on the other within thirty (30) calendar days of the event which forms the basis of the controversy or claim, be submitted and resolved by final and binding arbitration in a manner consistent with the rules of the American Arbitration Association. Service of the written demand for arbitration shall be made by certified mail, with a return receipt requested. Time is of the essence. If the request is not served within said thirty (30) days of the date a cause of action arises, the complaining party’s claim(s) shall be forever waived and barred before any and all forums, including, without limitation, arbitration or judicial forums. The Arbitrator shall have no authority to alter, amend, modify or change any of the terms of the Agreement. The decision of the Arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction thereof. The parties shall equally divide all costs of the arbitration, but the parties shall bear their own expenses for attorney’s fees and witness costs.

     7.3 The parties intend that the dispute resolution procedures outlined herein are mandatory and shall be the exclusive means of resolving all disputes, between Consultant and Kaiser and/or Kaiser’s employees, directors, officers, officers or managers involving or arising out of this Agreement. However, this provision does not prevent either Party from first seeking injunctive relief if necessary to enforce the terms of this Agreement.

8. Notices

     All notices, correspondence, consents, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given when actually received. Such notices may be given personally, by registered or certified mail, by email, or by facsimile transmission:

if to Consultant:

Edward F. Houff
Emergence Strategies LLC
1200 Smith Street, Suite 1600

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

5

if to Kaiser:







Houston TX 77002
Fax: 800-853-3676
Phone: 713.353.4655
Email: efh446@gmail.com

Kaiser Aluminum & Chemical Corp.
Attn: John M. Donnan, Vice President and General Counsel
27422 Portola Parkway, #350
Foothill Ranch, CA 92610-2831
Phone: (949) 614-1767
Fax: (949) 614-1867
john.donnan@kaiseraluminum.com

or to such other address as either party shall have last designated by notice to the other party hereto.

9. Waiver

     Failure of either Kaiser or Consultant to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions nor in any way affect the validity of this Agreement or any part thereof or the right of either party thereafter to enforce each and every provision thereof. The waiver of any provisions of this Agreement or any breach thereof shall not constitute waiver of any subsequent breach of the same or any other provisions of this Agreement.

10. Knowing and Voluntary Waiver

     Consultant understands and agrees that he:

a.	Has carefully read and fully understands all of the provisions of this Agreement, the KERP and agreements entered into by Consultant under the KERP, including Consultant’s Severance Agreement, Retention Agreement and CIC Agreement and the effect of his termination of Employment under this Agreement, the KERP and Consultant’s Severance Agreement, Retention Agreement and CIC Agreement.
b.	Has had an opportunity to negotiate the terms of this Agreement.
c.	Is, through this Agreement, waiving right to employee benefits and/or any future claim to benefits set forth in paragraph 4.2 of this Agreement, stemming from activities as a Consultant during the period of this Agreement on and after August 1, 2005.
d.	Knowingly and voluntarily intends to be legally bound by the terms of this Agreement.
e.	Was advised and hereby is advised in writing to consider the terms of this Agreement and consult with an attorney of his choice prior to executing this Agreement.

11. Survival

     The obligations of Consultant under Section 5, 6 and 7 of this Agreement shall survive termination or expiration of this Agreement.

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

6

     IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first set forth above.

CONSULTANT:	KAISER ALUMINUM & CHEMICAL CORP.
	By:
Edward F. Houff		John M. Donnan Vice President and General Counsel

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

7

List of Subject Areas as to which Kaiser Desires and Consultant Agrees to Provide Services

n	Regularly Scheduled Omnibus and Special bankruptcy court hearings
n	Disclosure Statement, POR, Solicitation, Confirmation hearings — complete
n	Hearings and appellate work relating to bankruptcy issues, including stay proceedings
n	PBGC Appeal of Distress Termination
n	Insurance coverage litigation and settlements
n	Trentwood environmental matters and criminal investigation
n	Senior/Sub Note/Gramercy Subordination Litigation and liquidating plan confirmation and appeals, including stay proceedings
n	Asbestos and other Tort Claim resolution and negotiations
n	Asbestos workers’ compensation
n	Communications with committees and futures representatives
n	C11 communications with the Board
n	New Board Search Committee — complete
n	Environmental reorganization matters — complete
n	Claims resolution issues
n	Monument Select litigation — complete
n	Testimony and/or declarations as required to support particular pleadings
n	Other assignments as agreed

EFH Initials JMD Initials

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

8

SUMMARY OF BENEFITS DUE AND REFERENCES
TO APPLICABLE BENEFIT AGREEMENTS

n	All benefits that are due and payable to Consultant under the Kaiser Key Employee Retention Program (KERP), Consultant’s Severance Agreement (“Severance Agreement”), Consultant’s Retention Agreement, each as approved by the Bankruptcy Court in 2002 in Kaiser’s chapter 11 proceedings, for a “Termination Without Cause” and a “Pro-Rating Event,” as those terms are used in the appropriate documents that generally describe and are specific to Edward F. Houff, will be paid as and when due under those plans and agreements as a result of Mr. Houff’s termination effective August 15, 2005.
n	No material change or alteration to such benefits is intended from the KERP and related plans and agreements that were approved by the Bankruptcy Court
n	These severance benefits include, as of the termination on August 15, 2005

• Base pay times a multiplier of 2

• Withheld retention payments equaling $400,000

• “Welfare benefits” for 2 years as provided for in the Severance Agreement and all other benefits provided by the severance plan implemented at part of the KERP (note: does NOT include car lease continuation)

• Normal end of service benefits and rights as a Kaiser employee (e.g. unused vacation days for 2005, accrued but unused for 2006) unrelated to Severance Agreement

n   Deferred benefits under the KERP/Severance program

• LTI for 2002 through 2004 calculated and paid in accordance with the LTI program and KERP (half at emergence, half at emergence + 1 yr)

n   Other bargained for benefits

• $25,000 one-time moving expense payment (to be paid upon the earlier of an actual move or upon termination of the Agreement)

• 2005 Short-Term Incentive Compensation, prorated for the period from January 1 to August 15, 2005, not to exceed $25,000, to be paid before March 15, 2006.

EFH Initials JMD Initials

Amended and Restated Non-Exclusive Consulting Agreement
Edward. F. Houff

9 EX-99.1 8 h32025exv99w1.htm PRESS RELEASE DATED FEBRUARY 6, 2006

FOR IMMEDIATE RELEASE Exhibit 99.1

For Information: Geoff Mordock
Telephone: (213) 489-8271

Kaiser Aluminum Plan of Reorganization
Confirmed by U.S. Bankruptcy Court

FOOTHILL RANCH, Calif. — February 6, 2006 — Kaiser Aluminum today announced that the U.S. Bankruptcy Court for the District of Delaware has confirmed the company’s second amended Plan of Reorganization (POR). The confirmation order must now be affirmed by the United States District Court before the company can emerge, and is also subject to appeal.

“We are very pleased by the ruling and it means that the finish line is within sight,” said Jack Hockema, president and chief executive officer, Kaiser Aluminum. “We are hopeful that we can proceed quickly through the steps necessary for us to emerge before the end of the first quarter of 2006.”

Added Hockema, “We will continue our present course as a globally competitive company with world class products and service, well positioned to best serve the needs of our customers. We also plan to emerge with a strong balance sheet that will provide financial strength to support the ability to grow in our key transportation and industrial markets.”

In addition to U.S. District Court affirmation of the confirmation order, there are other conditions that must be satisfied before the company can emerge. These conditions and other information about the POR are included in the POR and disclosure statement, which the company has posted in the “Restructuring” section of its web site at www.kaiseraluminum.com.

The company’s restructuring would resolve prepetition claims that are currently subject to compromise including retiree medical, pension, asbestos, and other tort, bond, and note claims.

The POR would result in the cancellation of the equity interests of current stockholders and the distribution of equity in the emerging company to creditors or creditor representatives. The majority of the new equity would be distributed to two voluntary employee benefit associations that were created in 2004 to provide medical benefits or funds to defray the cost of medical benefits for salaried and hourly retirees. Retiree medical plans existing at that time were cancelled.

All personal injury claims relating to both prepetition and future claims for asbestos, silica and coal tar pitch volatiles, and existing claims regarding noise-induced hearing loss, would be permanently resolved by the formation of certain trusts funded primarily by the company’s rights to proceeds from certain of its insurance policies and the establishment of

channeling injunctions that would permanently channel these liabilities away from the company and into the trusts.

More information is provided in the company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2005.

Kaiser Aluminum (OTCBB: KLUCQ) is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrial applications.

F-1036

Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the future economic performance and financial condition of Kaiser, the status and progress of the company’s reorganization, the plans and objectives of the company’s management and the company’s assumptions regarding such performance and plans. Kaiser cautions that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Actual events could differ materially from those reflected in the forward-looking statements contained in this press release as a result of various factors, including but not limited to those relating to: obtaining affirmation of confirmation by the U.S. District Court, satisfying the various conditions to effectiveness of the POR and thereafter consummating the Plan; competition in the industry in which Kaiser operates; the loss of Kaiser’s customers or changes in the business or financial condition of such customers; conditions in the markets in which Kaiser operates; economic, regulatory and political factors in the foreign countries in which Kaiser operates, services customers or purchases raw materials; unplanned business interruptions; increases in the cost of raw materials Kaiser uses; rising energy costs; Kaiser’s hedging program; expiration of the power agreement of Anglesey; Kaiser’s loss of key personnel or inability to attract such personnel; employee relations; pending asbestos-related legislation; Kaiser’s compliance with health and safety, environmental and other legal regimes; environmental and other legal proceedings or investigations affecting Kaiser; Kaiser’s ability to implement new technology initiatives; Kaiser’s ability to protect proprietary rights to technology; and other risks described in the Disclosure Statement, a copy of which is posted on the company’s website. No assurance can be given that the U.S. District Court will affirm the confirmation of the POR as required, that the various conditions to effectiveness of the POR will be satisfied or waived or that the transactions contemplated by the POR will ultimately be consummated.

EX-99.2 9 h32025exv99w2.htm PRESS RELEASE DATED NOVEMBER 4, 2005

Exhibit 99.2

FOR IMMEDIATE RELEASE

For Information: Debra Hotaling
Telephone: (213) 489-8211

Kaiser Aluminum Announces Post-Emergence Board of Directors

Future directors bring experience in metals, labor, finance, economics, energy and government

FOOTHILL RANCH, Calif. — November 4, 2005 — Kaiser Aluminum today announced it has selected the individuals who will serve as directors of the company after it emerges from Chapter 11 in early 2006. The new board — which consists of labor leaders; finance, accounting and governance professionals; and leaders with experience in metals, energy, aerospace, engineering and manufacturing industries — was selected by a committee of advisors including management and representatives of principal creditor interests in the Chapter 11 case.

Upon emergence from Chapter 11, members of the Kaiser Aluminum board will include George Becker, Carl Frankel, Teresa Hopp, Bill Murdy, Al Osborne, Georganne Proctor, Jack Quinn, Tom Van Leeuwen and Brett Wilcox. Jack Hockema, president and CEO of Kaiser Aluminum, will serve as chairman of the new board.

“This outstanding slate of leaders who will serve as our post-emergence directors represents another critical step toward building our future as a new, financially strong company with an efficient and flexible operating structure, excellent quality products and a loyal, growing customer base,” said Hockema. “These men and women will offer invaluable guidance and oversight to the company as it continues to compete and grow as a world-class producer of high-quality aluminum products following emergence from Chapter 11.”

“The post-emergence board will be comprised of a unique set of individuals, each with significant knowledge and experience in areas critical to the success of Kaiser Aluminum,” said Lisa Beckerman, chair of the board selection committee and legal advisor to the Unsecured Creditors Committee in the Chapter 11 case. “Although they come from diverse backgrounds representing top organizations in their respective fields, these future board members share in a vision for the future of this company and its goals for growth and success.”

George Becker served two terms as president of the United Steel Workers of America (USW) international and served in many other roles with the USW for over forty years. Now retired, he is currently chairman of the labor advisory committee to the U.S. Trade Representative and the Department of Labor, appointed by President Bill Clinton and reappointed by President George W. Bush. He is also a member of the U.S.-China Economic & Security Review Commission chartered by Congress to study and report on a wide range of issues. Previously, he served as an AFL-CIO vice president, chairing the AFL-CIO Executive Council’s key economic policy committee. During that time, he was

an executive member of the International Metalworkers Federation and chairman of the World Rubber Council of the International Federation of Chemical, Energy, Mine and General Workers’ Unions. Mr. Becker also served two terms as the USWA International Vice President for Administration.

Carl B. Frankel currently serves as a union-nominated member of LTV Steel Corporation’s corporate board of directors and a member of the board of directors of Us TOO, a prostate cancer support and advocacy organization. Previously, he was general counsel to the United Steel Workers of America (USWA). Prior to this tenure, he was associate general counsel to the USWA for twenty-nine years. From 1987 through 1999, he served at the staff level of the Collective Bargaining Forum, a government-sponsored tripartite committee consisting of government, union and employer representatives designed to improve labor relations in the United States. He is an elected fellow of the College of Labor and Employment Lawyers and a published author of several articles. He has also earned the Sustained Superior Performance Award from the NLRB and the Outstanding Performance Award from the NLRB. Mr. Frankel earned a Bachelor’s degree and Juris Doctorate from the University of Chicago.

Teresa A. Hopp is a board member and audit committee chair for On Assignment, Inc. in Calabasas, California, where she is responsible for oversight of Sarbanes-Oxley compliance. She previously served as chief financial officer for Western Digital Corporation. Prior to joining Western Digital Corporation, Ms. Hopp served as an audit partner for Ernst & Young LLP where she managed audit department resource planning and scheduling, and served as internal education director and information systems audit and security director. She graduated summa cum laude from the California State University, Fullerton, with a Bachelor’s degree in Business Administration.

William F. Murdy is chairman and chief executive officer of Comfort Systems USA. Previously, he served as interim president and chief executive officer of Club Quarters; chairman, president, and chief executive officer of Landcare USA, Inc. He has also served as president and chief executive officer of General Investment & Development (GID) in Boston, Massachusetts, and as president and managing general partner with Morgan Stanley Venture Capital, Inc. Previously, he served as senior vice president-Petroleum Operations at Pacific Resources, Inc. Mr. Murdy’s current directorships also include UIL Holdings. He holds a Bachelor of Science degree in Engineering from the U.S. Military Academy, West Point, and a Master’s degree in Business Administration from the Harvard Business School.

Alfred E. Osborne, Jr., Ph.D. currently holds several leadership positions and since 2002 has been senior associate dean at the University of California at Los Angeles’ (UCLA) Anderson School of Management. Since 1987, he has been director, and more recently faculty director, of the Harold & Pauline Price Center for Entrepreneurial Studies. He also has served as associate professor of Global Economics and Management, and faculty director of The Head Start Johnson & Johnson Management Fellows Program. Previously, he held various administrative posts at UCLA, including terms as chairman of the Business Economics faculty and director of the MBA program. In addition, Dr. Osborne is a trustee of the WM Group of Funds and holds several corporate

directorships, including Nordstrom, K2 Sports, EMAK WorldWide and FPA’s Capital, Crescent and New Income Funds. He holds a Doctorate degree in Business Economics, a Master’s degree in Business Administration, a Master of Arts degree in Economics and a Bachelor’s degree in Electrical Engineering from Stanford University.

Georganne C. Proctor served from February 2003 to April 2005 as executive vice president of Finance for Golden West Financial Corporation, the holding company of World Savings Bank, the second largest U.S. thrift behind Washington Mutual. From 1994 through 2002, she was senior vice president, chief financial officer and a member of the board of directors for Bechtel Group, Inc.; and also served in several other financial positions with the Bechtel Group from 1982-1991. From 1991-1994, Ms. Proctor served with Walt Disney Company as director of Project & Division Finance of Walt Disney Imagineering and director of Finance & Accounting for Buena Vista Home Video, International. She holds a Master’s degree in Business Administration from the California State University, Hayward, and a Bachelor’s degree in Business Administration from the University of South Dakota.

Former United States Representative Jack Quinn (R-NY) became president of Cassidy & Associates after serving in Congress for twelve years. Mr. Quinn assists clients to promote policy and appropriations objectives in Washington, D.C. with a focus on transportation, aviation, railroad, highway, infrastructure, corporate and industry clients. Recently, he was elected to trustee of the AFL-CIO Housing Investment Trust. While in Congress, Mr. Quinn was chairman of the Transportation and Infrastructure Subcommittee on Railroads. He was also a senior member of the Transportation Subcommittees on Aviation and Highways and Mass Transit. In addition, he was chairman of the Executive Committee in the Congressional Steel Caucus. Prior to his election to Congress, Congressman Quinn served as supervisor of the town of Hamburg, New York. He received a Bachelor’s degree from Siena College in Loudonville, New York, and a Master’s degree from the State University of New York, Buffalo. He received honorary Doctorate of Law degrees from Medaille College and Siena College. He is also a certified school district superintendent through the New York State Education Department.

Thomas M. Van Leeuwen, CFA, has served as a director in the equity research departments for both Credit Suisse First Boston and Deutsche Bank Securities, two of the world’s leading international financial service providers. Prior to that, Mr. Van Leeuwen was first vice president of equity research with Lehman Brothers. He held the position of research analyst with Sanford C. Bernstein & Co., Inc., and systems analyst with The Procter & Gamble Company. He holds a Master’s degree in Business Administration from the Harvard Business School and a Bachelor of Science degree in Operations Research and Industrial Engineering from Cornell University.

Brett Wilcox is a consultant or board member to a number of metals and energy companies. He previously was chief executive officer of Golden Northwest Aluminum, Inc., and manager of Northwest Energy Development, LLC. He also served as executive director of Direct Service Industries, Inc., a trade association of large aluminum and other energy-intensive companies, and as an attorney with Preston, Ellis and Gates in Seattle,

Washington. He was vice chairman of the Oregon Progress Board and a member of the governors’ comprehensive review of the Northwest Regional Power System. He has also served on the Oregon governor’s task forces on the structure and efficiency of state government, employee benefits and compensation, and government performance and accountability. Mr. Wilcox received a Bachelor’s degree from the Woodrow Wilson School of Public and International Affairs at Princeton University and a Juris Doctorate from Stanford Law School.

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrial applications. The company has more than 2,000 employees and 11 plants in North America with the capacity to produce more than 400 million pounds annually of value-added sheet, plate, extrusions, forgings, rod, bar, and tube. In September 2005, the U.S. Bankruptcy Court for the District of Delaware approved the company’s Disclosure Statement that relates to its Second Amended Plan of Reorganization (POR). The court has scheduled a confirmation hearing with respect to the POR for January 9, 2006 and January 10, 2006. If confirmation is received at that time, it is possible the company could emerge from Chapter 11 during the first quarter of 2006. Under the POR, the individuals identified above would become directors of Kaiser Aluminum as of emergence.

F-1027

Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that any such forward-looking statements are not guarantees of future events and involve significant risks and uncertainties, and that actual events may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Actual events could differ materially from those reflected in the forward-looking statements contained in this press release as a result of various factors, including but not limited to those related to: obtaining confirmation of the POR by the Bankruptcy Court; obtaining approval of the POR by the United States District Court; and thereafter consummating the POR.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

exv99w1

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

For Information: Debra Hotaling
Telephone: (213) 489-8211

Kaiser Aluminum Announces Post-Emergence Board of Directors

Future directors bring experience in metals, labor, finance, economics, energy and government

FOOTHILL RANCH, Calif. — November 4, 2005 — Kaiser Aluminum today announced it has selected the individuals who will serve as directors of the company after it emerges from Chapter 11 in early 2006. The new board — which consists of labor leaders; finance, accounting and governance professionals; and leaders with experience in metals, energy, aerospace, engineering and manufacturing industries — was selected by a committee of advisors including management and representatives of principal creditor interests in the Chapter 11 case.

Upon emergence from Chapter 11, members of the Kaiser Aluminum board will include George Becker, Carl Frankel, Teresa Hopp, Bill Murdy, Al Osborne, Georganne Proctor, Jack Quinn, Tom Van Leeuwen and Brett Wilcox. Jack Hockema, president and CEO of Kaiser Aluminum, will serve as chairman of the new board.

“This outstanding slate of leaders who will serve as our post-emergence directors represents another critical step toward building our future as a new, financially strong company with an efficient and flexible operating structure, excellent quality products and a loyal, growing customer base,” said Hockema. “These men and women will offer invaluable guidance and oversight to the company as it continues to compete and grow as a world-class producer of high-quality aluminum products following emergence from Chapter 11.”

“The post-emergence board will be comprised of a unique set of individuals, each with significant knowledge and experience in areas critical to the success of Kaiser Aluminum,” said Lisa Beckerman, chair of the board selection committee and legal advisor to the Unsecured Creditors Committee in the Chapter 11 case. “Although they come from diverse backgrounds representing top organizations in their respective fields, these future board members share in a vision for the future of this company and its goals for growth and success.”

George Becker served two terms as president of the United Steel Workers of America (USW) international and served in many other roles with the USW for over forty years. Now retired, he is currently chairman of the labor advisory committee to the U.S. Trade Representative and the Department of Labor, appointed by President Bill Clinton and reappointed by President George W. Bush. He is also a member of the U.S.-China Economic & Security Review Commission chartered by Congress to study and report on a wide range of issues. Previously, he served as an AFL-CIO vice president, chairing the AFL-CIO Executive Council’s key economic policy committee. During that time, he was

an executive member of the International Metalworkers Federation and chairman of the World Rubber Council of the International Federation of Chemical, Energy, Mine and General Workers’ Unions. Mr. Becker also served two terms as the USWA International Vice President for Administration.

Carl B. Frankel currently serves as a union-nominated member of LTV Steel Corporation’s corporate board of directors and a member of the board of directors of Us TOO, a prostate cancer support and advocacy organization. Previously, he was general counsel to the United Steel Workers of America (USWA). Prior to this tenure, he was associate general counsel to the USWA for twenty-nine years. From 1987 through 1999, he served at the staff level of the Collective Bargaining Forum, a government-sponsored tripartite committee consisting of government, union and employer representatives designed to improve labor relations in the United States. He is an elected fellow of the College of Labor and Employment Lawyers and a published author of several articles. He has also earned the Sustained Superior Performance Award from the NLRB and the Outstanding Performance Award from the NLRB. Mr. Frankel earned a Bachelor’s degree and Juris Doctorate from the University of Chicago.

Teresa A. Hopp is a board member and audit committee chair for On Assignment, Inc. in Calabasas, California, where she is responsible for oversight of Sarbanes-Oxley compliance. She previously served as chief financial officer for Western Digital Corporation. Prior to joining Western Digital Corporation, Ms. Hopp served as an audit partner for Ernst & Young LLP where she managed audit department resource planning and scheduling, and served as internal education director and information systems audit and security director. She graduated summa cum laude from the California State University, Fullerton, with a Bachelor’s degree in Business Administration.

William F. Murdy is chairman and chief executive officer of Comfort Systems USA. Previously, he served as interim president and chief executive officer of Club Quarters; chairman, president, and chief executive officer of Landcare USA, Inc. He has also served as president and chief executive officer of General Investment & Development (GID) in Boston, Massachusetts, and as president and managing general partner with Morgan Stanley Venture Capital, Inc. Previously, he served as senior vice president-Petroleum Operations at Pacific Resources, Inc. Mr. Murdy’s current directorships also include UIL Holdings. He holds a Bachelor of Science degree in Engineering from the U.S. Military Academy, West Point, and a Master’s degree in Business Administration from the Harvard Business School.

Alfred E. Osborne, Jr., Ph.D. currently holds several leadership positions and since 2002 has been senior associate dean at the University of California at Los Angeles’ (UCLA) Anderson School of Management. Since 1987, he has been director, and more recently faculty director, of the Harold & Pauline Price Center for Entrepreneurial Studies. He also has served as associate professor of Global Economics and Management, and faculty director of The Head Start Johnson & Johnson Management Fellows Program. Previously, he held various administrative posts at UCLA, including terms as chairman of the Business Economics faculty and director of the MBA program. In addition, Dr. Osborne is a trustee of the WM Group of Funds and holds several corporate

directorships, including Nordstrom, K2 Sports, EMAK WorldWide and FPA’s Capital, Crescent and New Income Funds. He holds a Doctorate degree in Business Economics, a Master’s degree in Business Administration, a Master of Arts degree in Economics and a Bachelor’s degree in Electrical Engineering from Stanford University.

Georganne C. Proctor served from February 2003 to April 2005 as executive vice president of Finance for Golden West Financial Corporation, the holding company of World Savings Bank, the second largest U.S. thrift behind Washington Mutual. From 1994 through 2002, she was senior vice president, chief financial officer and a member of the board of directors for Bechtel Group, Inc.; and also served in several other financial positions with the Bechtel Group from 1982-1991. From 1991-1994, Ms. Proctor served with Walt Disney Company as director of Project & Division Finance of Walt Disney Imagineering and director of Finance & Accounting for Buena Vista Home Video, International. She holds a Master’s degree in Business Administration from the California State University, Hayward, and a Bachelor’s degree in Business Administration from the University of South Dakota.

Former United States Representative Jack Quinn (R-NY) became president of Cassidy & Associates after serving in Congress for twelve years. Mr. Quinn assists clients to promote policy and appropriations objectives in Washington, D.C. with a focus on transportation, aviation, railroad, highway, infrastructure, corporate and industry clients. Recently, he was elected to trustee of the AFL-CIO Housing Investment Trust. While in Congress, Mr. Quinn was chairman of the Transportation and Infrastructure Subcommittee on Railroads. He was also a senior member of the Transportation Subcommittees on Aviation and Highways and Mass Transit. In addition, he was chairman of the Executive Committee in the Congressional Steel Caucus. Prior to his election to Congress, Congressman Quinn served as supervisor of the town of Hamburg, New York. He received a Bachelor’s degree from Siena College in Loudonville, New York, and a Master’s degree from the State University of New York, Buffalo. He received honorary Doctorate of Law degrees from Medaille College and Siena College. He is also a certified school district superintendent through the New York State Education Department.

Thomas M. Van Leeuwen, CFA, has served as a director in the equity research departments for both Credit Suisse First Boston and Deutsche Bank Securities, two of the world’s leading international financial service providers. Prior to that, Mr. Van Leeuwen was first vice president of equity research with Lehman Brothers. He held the position of research analyst with Sanford C. Bernstein & Co., Inc., and systems analyst with The Procter & Gamble Company. He holds a Master’s degree in Business Administration from the Harvard Business School and a Bachelor of Science degree in Operations Research and Industrial Engineering from Cornell University.

Brett Wilcox is a consultant or board member to a number of metals and energy companies. He previously was chief executive officer of Golden Northwest Aluminum, Inc., and manager of Northwest Energy Development, LLC. He also served as executive director of Direct Service Industries, Inc., a trade association of large aluminum and other energy-intensive companies, and as an attorney with Preston, Ellis and Gates in Seattle,

Washington. He was vice chairman of the Oregon Progress Board and a member of the governors’ comprehensive review of the Northwest Regional Power System. He has also served on the Oregon governor’s task forces on the structure and efficiency of state government, employee benefits and compensation, and government performance and accountability. Mr. Wilcox received a Bachelor’s degree from the Woodrow Wilson School of Public and International Affairs at Princeton University and a Juris Doctorate from Stanford Law School.

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrial applications. The company has more than 2,000 employees and 11 plants in North America with the capacity to produce more than 400 million pounds annually of value-added sheet, plate, extrusions, forgings, rod, bar, and tube. In September 2005, the U.S. Bankruptcy Court for the District of Delaware approved the company’s Disclosure Statement that relates to its Second Amended Plan of Reorganization (POR). The court has scheduled a confirmation hearing with respect to the POR for January 9, 2006 and January 10, 2006. If confirmation is received at that time, it is possible the company could emerge from Chapter 11 during the first quarter of 2006. Under the POR, the individuals identified above would become directors of Kaiser Aluminum as of emergence.

F-1027

Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that any such forward-looking statements are not guarantees of future events and involve significant risks and uncertainties, and that actual events may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Actual events could differ materially from those reflected in the forward-looking statements contained in this press release as a result of various factors, including but not limited to those related to: obtaining confirmation of the POR by the Bankruptcy Court; obtaining approval of the POR by the United States District Court; and thereafter consummating the POR.