8-A12G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

KAISER ALUMINUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State of Incorporation or Organization)	94-3030279 (IRS Employer Identification No.)
27422 Portola Parkway, Suite 350 Foothill Ranch, California (Address of Principal Executive Offices)	92610-2831 (Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ¨ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. x

Securities Act registration statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered.

Introduction

     Kaiser Aluminum Corporation (the “Company”), Kaiser Aluminum & Chemical Corporation and certain of their affiliates filed petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the first quarter of 2002, and certain additional affiliates of the Company filed petitions for relief under chapter 11 of the Bankruptcy Code in the first quarter of 2003.

     On February 6, 2006, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered an order confirming 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 (the “Plan”), and on May 11, 2006, the District Court for the District of Delaware (the “District Court”) entered an order affirming such confirmation order. The Plan in the form originally filed with the Bankruptcy Court is filed as Exhibit 2.1 hereto; the first modification to the Plan, which was approved by the Bankruptcy Court on November 14, 2005, is filed as Exhibit 2.2 hereto; the second modification to the Plan, dated November 22, 2005, is filed as Exhibit 2.3 hereto; the third modification to the Plan, dated December 16, 2005, is filed as Exhibit 2.4 hereto; the Bankruptcy Court order confirming the Plan is filed as Exhibit 2.5 hereto; the District Court order affirming the confirmation order is filed as Exhibit 2.6 hereto; and special procedures for distributions on account of the general unsecured claim of the National Labor Relations Board (the “NLRB”), which have been agreed to by the NLRB, the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “USW”) and the Company in accordance with Section 7.8e of the Plan, are filed as Exhibit 2.7 hereto.

     On July 6, 2006 (the “Effective Date”), the Plan became effective and, in accordance with the terms of the Plan, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware. Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue 50.0 million shares of capital stock, consisting of 45.0 million shares of common stock, par value $0.01 per share (“Common Stock”), and 5.0 million shares of preferred stock, par value $0.01 per share (“Preferred Stock”). As required by the Bankruptcy Code, the Amended and Restated Certificate of Incorporation provides that the Company will not issue nonvoting equity securities; however, under the Amended and Restated Certificate of Incorporation such restriction will (a) have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code, (b) only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company, and (c) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect.

     In accordance with the terms of the Plan, on the Effective Date, 20.0 million shares of Common Stock were issued to J.P. Morgan Trust Company, National Association, as the third-party disbursing agent under the Plan (the “Disbursing Agent”), for subsequent distribution in accordance with the terms of the Plan.

     The following description of the Common Stock, including certain provisions of the Amended and Restated Certificate of Incorporation and the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), is a summary and is qualified in its entirety by the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference. The following information concerning the securities being registered hereunder became effective as of the Effective Date.

Common Stock

     General

     Holders of Common Stock are entitled to one vote for each share of Common Stock held of record on each matter submitted to a vote of stockholders and do not have cumulative voting rights. Holders of Common Stock are entitled to receive ratably dividends as may be declared by the Company’s Board of Directors out of funds legally available for payment of dividends. While there is no current intent that the Company pay regular dividends on the

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Common Stock, the Company may pay such dividends from time to time. The declaration and payment of dividends on the Common Stock, if any, will be at the discretion of the Company’s Board of Directors and will be dependent upon the Company’s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Company’s Board of Directors. In addition, the Company’s financing arrangements are expected to place restrictions on the ability of the Company to pay dividends. There can be no assurance that the Company will ever pay any dividends on the Common Stock or, if it does so, as to the amount or form of such dividends. In the event of a liquidation, dissolution or winding up of the Company, holders of the Common Stock will be entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any Preferred Stock. Holders of Common Stock do not have preemptive, subscription, redemption or conversion rights. Each share of Common Stock issued pursuant to the Plan is fully paid and nonassessable.

     Restrictions on Transfer

Amended and Restated Certificate of Incorporation

     In order to reduce the risk that any change in the ownership of the Company would jeopardize the preservation of federal income tax attributes of the Company, including net operating loss carryovers, for purposes of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “IRC”), the Amended and Restated Certificate of Incorporation prohibits certain transfers of equity securities of the Company, including Common Stock, until the earliest of (a) the 10th anniversary of the Effective Date, (b) the repeal, amendment or modification of Section 382 of the IRC in such a way as to render the Company and all of its direct or indirect subsidiaries no longer subject to the restrictions imposed by such section, (c) the beginning of a taxable year of the Company in which no income tax benefits of the Company or any direct or indirect subsidiary thereof in existence as of the Effective Date are currently available or will be available, (d) the determination by the Company’s Board of Directors that the restrictions will no longer apply, (e) a determination by the Company’s Board of Directors or the Internal Revenue Service of the Department of Treasury of the United States of America that the Company is ineligible to use Section 382(l)(5) of the IRC permitting full use of the income tax benefits of the Company or any direct or indirect subsidiary thereof existing as of the Effective Date, and (f) an election by the Company for Section 382(l)(5) of the IRC not to apply (the “Restriction Release Date”). Generally, the Company’s Amended and Restated Certificate of Incorporation prohibits a transfer of equity securities, including Common Stock, if either (a) the transferor holds 5% or more of the total fair market value of all issued and outstanding equity securities (such person, a “5% Shareholder”) or (b) as a result of such transfer, either (i) any person or group of persons would become a 5% Shareholder or (ii) the percentage stock ownership in the Company of any 5% Shareholder would be increased (any such transfer, a “5% Transaction”).

     The restrictions on transfer will not apply if:

(a)

the transferor or transferee obtains the prior approval of the Company’s Board of Directors;

(b)

in the case of a 5% Transaction by any holder of equity securities (other than the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents (the “Union VEBA Trust”), prior to such transaction, the Company’s Board of Directors determines in good faith, upon request of the transferor or transferee, that such transfer is a 5% Transaction (x) which, together with any 5% Transactions consummated during the period ending on the date of consummation of such 5% Transaction and beginning on the later of (i) the date three years prior thereto and (ii) the first day after the Effective Date (the “Testing Period”), represent aggregate 5% Transactions involving transfers of less than 45% of the equity securities of the Company issued and outstanding at the time of transfer and (y) which, together with any 5% Transactions consummated during the Testing Period and all 5% Transactions that the Union VEBA Trust may consummate without breach of the Stock Transfer Restriction Agreement, dated as of the Effective Date (the “Stock Transfer Restriction Agreement”), between the Company and the trustee of the

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Union VEBA Trust, during the three years following the time of transfer, represent, during any period of three consecutive years during the period consisting of the Testing Period and the three years thereafter, aggregate 5% Transactions involving transfers of less than 45% of the equity securities issued and outstanding at the time of transfer; or

(c)

in the case of a 5% Transaction by the Union VEBA Trust, such 5% Transaction does not result in a breach of the Stock Transfer Restriction Agreement, so long as, contemporaneously with such 5% Transaction, the Union VEBA Trust delivers to the Company’s Board of Directors a written notice addressed to the Company setting forth the number and type of equity securities involved in, and the date of, such 5% Transaction.

Any such approval or determination by the Company’s Board of Directors requires the affirmative vote of a majority of the directors (assuming no vacancies). As a condition to granting any such approval or in connection with making any such determination, the Company’s Board of Directors may, in its discretion, require (at the expense of the transferor and/or transferee) an opinion of counsel selected by the transferor or the transferee, which counsel must be reasonably acceptable to the Company’s Board of Directors, that the consummation of the proposed transfer will not result in the application of any limitation under Section 382 of the IRC on the use of the tax benefits described above taking into account any and all other transfers that have been consummated prior to receipt of the request relating to the proposed transfer, any and all other proposed transfers that have been approved by the Company’s Board of Directors prior to receipt of the request relating to the proposed transfer and any and all other proposed transfers for which the requests relating thereto have been received prior to receipt of the request relating to the proposed transfer.

     Each certificate representing equity securities issued prior to the Restriction Release Date, including Common Stock, will contain a legend referring to these restrictions on transfer and any purported transfer of equity securities of the Company, including Common Stock, in violation of such restrictions will be null and void. The purported transferor will remain the owner of such transferred securities and the purported transferee will be required to turn over the transferred securities, together with any distributions received by the purported transferee with respect to the transferred securities after the purported transfer, to an agent authorized to sell such securities, if it can do so, in arm’s-length transactions that do not violate such restrictions. If the purported transferee resold such securities prior to receipt of the Company’s demand that they be so surrendered, the purported transferee will generally be required to transfer the proceeds from such distribution, together with any distributions received by the purported transferee with respect to the transferred securities after the purported transfer, to such agent. Any amounts so held by the agent will be applied first to reimburse the agent for its expenses, then to reimburse the transferee for any payments made by the purported transferee to the transferor, and finally, if any amount remains, to pay the purported transferor. Any resale by the purported transferee will itself be subject to these restrictions on transfer.

Stock Transfer Restriction Agreement

     On the Effective Date, the Company and the trustee of the Union VEBA Trust entered into the Stock Transfer Restriction Agreement. The following description of the Stock Transfer Restriction Agreement is a summary and is qualified in its entirety by the Stock Transfer Restriction Agreement, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

     Pursuant to the Stock Transfer Restriction Agreement, until the Restriction Release Date, except as described below the trustee of the Union VEBA Trust will be prohibited from transferring or otherwise disposing of more than 15% of the total number of shares of Common Stock issued pursuant to the Plan to the Union VEBA Trust in any 12-month period without the prior written approval of the Company’s Board of Directors in accordance with the Amended and Restated Certificate of Incorporation. Pursuant to the Stock Transfer Restriction Agreement, the trustee of the Union VEBA Trust also expressly acknowledged and agreed to comply with the restrictions on the transfer of the securities of the Company contained in the Amended and Restated Certificate of Incorporation.

     Simultaneously with the execution and delivery of the Stock Transfer Restriction Agreement, the Company and the trustee of the Union VEBA Trust entered into a registration rights agreement (the “Registration Rights Agreement”) with respect to shares of Common Stock received, or to be received, by the Union VEBA Trust

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pursuant to the Plan. (See “Registration Rights Agreement” below for a description of the Registration Rights Agreement.) The Stock Transfer Restriction Agreement provides that notwithstanding the general restriction on transfer described above:

(a)	(i) the transfer of shares of Common Stock by the Union VEBA Trust in an underwritten offering contemplated by Section 2.1 of the Registration Rights Agreement may include up to a number of shares of Common Stock equal to 30% of the total number of shares of Common Stock received by the Union VEBA Trust pursuant to the Plan, so long as (x) such number of shares of Common Stock is not more than (A) 45% of the total number of shares of Common Stock received by the Union VEBA Trust pursuant to the Plan less (B) the number of shares included in all other transfers previously effected by the Union VEBA Trust during the 36 months immediately preceding such transfer or the period commencing on the Effective Date and ending immediately prior to such transfer, whichever period is shorter, and (y) the shares of Common Stock requested to be included in such underwritten offering by the Union VEBA Trust have a market value of not less than $60.0 million on the date such request is made; and
	(ii) in the event no underwritten offering contemplated by Section 2.1 of the Registration Rights Agreement has been effected, the transfer of shares of Common Stock by the Union VEBA Trust in an underwritten offering contemplated by Section 3.5 of the Registration Rights Agreement may include up to a number of shares of Common Stock equal to (A) 45% of the total of shares of Common Stock received by the Union VEBA Trust pursuant to the Plan less (B) the number of shares included in all other transfers previously effected by the Union VEBA Trust during the 36 months immediately preceding such transfer or the period commencing on the Effective Date and ending immediately prior to such transfer, whichever period is shorter, so long as (w) no underwritten offering contemplated by Section 3.5 of such Registration Right Agreement has been previously effected, (x) the demand for such underwritten offering is made by the Union VEBA Trust between March 31, 2007 and April 1, 2008, and (y) the shares of Common Stock requested to be included in such underwritten offering by the Union VEBA Trust have a market value of not less than $60.0 million on the date such request is made; and
(b)	in the event that the transfer by the Union VEBA Trust of shares of Common Stock in such an offering includes a number of such shares greater than the number of such shares that the Union VEBA Trust could so include under the general restriction on transfer described above absent this exception, then for purposes of determining whether any future transfer of shares of Common Stock by the Union VEBA Trust is permissible under the general restriction, the Union VEBA Trust will be deemed to have effected the transfer of such excess shares at the earliest possible date or dates the Union VEBA Trust would have been permitted to effect such transfer under the general restriction absent this exception.

     The Plan states that on the Effective Date, 11,439,900 shares of Common Stock will be contributed to the Union VEBA Trust on the Effective Date. By order dated April 29, 2006, the Bankruptcy Court permitted sales by the Union VEBA Trust, the trust that provides benefits for certain eligible retirees of KACC and their surviving spouses and eligible dependents and the Pension Benefit Guaranty Corporation prior to the Effective Date so long as such sales were authorized by a Protocol for Pre-Effective Date Sales attached to the order, which Protocol for Pre-Effective Date Sales was amended and restated by an order of the Bankruptcy Court on June 5, 2006 (the “Pre-Effective Date Sales Protocol”). Prior to the Effective Date, in accordance with the Pre-Effective Date Sales Protocol the Union VEBA Trust sold interests entitling the purchasers thereof to receive 2,630,000 shares of Common Stock that otherwise would have been issuable to the Union VEBA Trust on the Effective Date. Accordingly, on the Effective Date, 8,809,900 shares of Common Stock were issued to the Union VEBA Trust. Pursuant to the terms of the Pre-Effective Date Sale Protocol, unless the Company otherwise agrees or it is determined in a ruling by the Internal Revenue Service that any such sale does not constitute a sale of shares on or following the Effective Date of the Plan for purposes of the applicable limitations of section 382 of the Internal Revenue Code, the shares attributable to a sale of all or part of the interest of the Union VEBA Trust will be deemed to have been sold on or after the Effective Date out of the permitted sale allocation under the Stock Transfer Restriction Agreement as if sold at the earliest possible date or dates such sales would have been permitted thereunder for purposes of determining the permissibility of future sales of shares under the Stock Transfer

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Restriction Agreement. The Company has been informed that the Union VEBA Trust intends to seek such a ruling from the Internal Revenue Service.

     Registration Rights Agreement

General

     On the Effective Date, the Company, the trustee of the Union VEBA Trust and certain parties that, in accordance with the Pre-Effective Date Protocol, purchased from the Union VEBA Trust interests entitling them to receive shares that otherwise would have been issued to the Union VEBA Trust on the Effective Date (the “Other Parties”) entered into the Registration Rights Agreement. The following description of the Registration Rights Agreement is a summary and is qualified in its entirety by the Registration Rights Agreement, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.

     The Registration Rights Agreement provides the Union VEBA Trust and the Other Parties with certain rights to register the resale of the shares of Common Stock issued to them pursuant to the Plan unless such securities (a) are disposed of pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), (b) are distributed to the public pursuant to Rule 144 under the Securities Act, (c) may be freely sold publicly without either registration under the Securities Act or compliance with any restrictions under Rule 144 under the Securities Act, (d) have been transferred to any person, or (e) have ceased to be outstanding (prior to the occurrence of any such event, such securities (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, such securities) constituting “Registrable Securities”).

Demand Registration

     Pursuant to Section 2.1 of the Registration Rights Agreement, during the period commencing on the Effective Date and ending March 31, 2007, the Union VEBA Trust, as the holder of a majority of the Registrable Securities, may (and, if so directed by its independent fiduciary, will) demand that the Company prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Underwritten Registration”) covering the resale of its Registrable Securities in an underwritten offering. Following receipt of such a request, the Company will prepare and file the Underwritten Registration and will use commercially reasonable efforts to cause the Underwritten Registration to be declared effective under the Securities Act as soon as practicable after the filing.

     Each of the Other Parties will be provided the opportunity to include Registrable Securities in the underwritten offering covered by the Underwritten Registration. If any of the Other Parties elects to participate in such underwritten offering and the managing underwriter or underwriters of such underwritten offering advise the Company, the Union VEBA Trust and the Other Parties that have elected to participate that, in its or their good faith judgment, the total amount of Registrable Securities requested to be included in the Underwritten Registration exceeds the amount of Registrable Securities that can be sold in the offering without being materially detrimental to the success of the offering, then the Registrable Securities included in the Underwritten Registration will be allocated among the Union VEBA Trust and the Other Parties that have elected to participate on a pro rata basis based on the relationship of the number of Registrable Securities requested to be included by each of them to the total number of Registrable Securities requested to be included by all of them. The Company will use commercially reasonable efforts to keep the Underwritten Registration continuously effective under the Securities Act during the period commencing on the effectiveness thereof and ending on the day that is 60 calendar days thereafter or such earlier date on which all Registrable Securities covered by the Underwritten Registration have been sold pursuant thereto. The Company will not be required to take any such action in response to a request for the Underwritten Registration if the Registrable Securities requested by the Union VEBA Trust to be registered in the Underwritten Registration have a market value of less than $60.0 million on the date the request is made. The Company will be required to effect only one registration pursuant to Section 2.1 of the Registration Rights Agreement. Except as described below, a registration requested as described above will not be deemed to be effected if it has not been declared effective and kept effective as described above. At any time prior to the effective date of such a registration, the Union VEBA Trust may (and, if so directed by its independent fiduciary, will) revoke its request for registration; in such event, either the Union VEBA Trust will reimburse the Company for all its out-of-pocket

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expenses incurred in the preparation, filing or processing of such registration or the requested registration that has been revoked will be deemed to have been effected. The managing underwriter or underwriters of any underwritten offering contemplated by an Underwritten Registration will be selected by the Union VEBA Trust, as the holder of a majority of the Registrable Securities, subject to the approval of the Company, which approval will not be unreasonably withheld. The Company will have customary rights to impose blackout periods with respect to any demand for registration described above.

Shelf Registration

     Commencing April 1, 2007, the Union VEBA Trust may (and, if so directed by its independent fiduciary, will) demand that the Company prepare and file with the SEC a “shelf” registration statement (the “Initial Shelf Registration”) covering the resale of all Registrable Securities held by the Union VEBA Trust on a continuous basis under and in accordance with Rule 415 under the Securities Act. Following receipt of such a request, the Company will prepare and file the Initial Shelf Registration covering all Registrable Securities held by the Union VEBA Trust and will use commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing. However, the Company will not be required to take such action: (a) if the Company has effected a “demand” registration as described above within the 180-day period next preceding a “shelf” registration request; (b) if, at the time of a “shelf” registration request, a “demand” registration request was made as described above and has not been revoked and such registration has not yet been effected; or (c) if, at the time of a “shelf” registration request, the Stock Transfer Restriction Agreement would prohibit the Union VEBA Trust from immediately selling a number of shares of Common Stock greater than the number of shares of Common Stock it would then be permitted to sell in compliance with the restrictions of Rule 144 under the Securities Act.

     The Company will use commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act during the period (the “Shelf Effectiveness Period”) commencing on the effectiveness thereof and ending on the first date on which there ceases to be any Registrable Securities held by the Union VEBA Trust. If the Initial Shelf Registration or any substitute shelf registration statement (as described below) ceases to be effective for any reason at any time during the Shelf Effectiveness Period, the Company will use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. In the event that any such order is not withdrawn within 45 days following the date thereof, the Company will (a) file an amendment to such registration and use commercially reasonable efforts to cause such registration, as so amended, to again become effective under the Securities Act as soon as practicable after such filing or (b) file a separate “shelf” registration statement covering the resale of all Registrable Securities for an offering on a continuous basis under and in accordance with Rule 415 under the Securities Act (each, a “Substitute Shelf Registration”) and use commercially reasonable efforts to cause such Substitute Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such Substitute Shelf Registration continuously effective under the Securities Act for the remainder of the Shelf Effectiveness Period.

     The Initial Shelf Registration and any Substitute Shelf Registration will be effected on Form S-3 (except that, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration will be on another appropriate form). The Initial Shelf Registration and any Substitute Shelf Registration will cover the disposition of all Registrable Securities in one or more underwritten offerings (subject to the provisions regarding Underwritten Offerings as described below), block transactions, broker transactions, at-market transactions and in such other manner or manners as may be reasonably specified by the Union VEBA Trust. The Company will have customary rights to impose blackout periods with respect to any demand for the Initial Shelf Registration, the filing of any amendment or Substitute Shelf Registration or the continued use of the Initial Shelf Registration or any Substitute Shelf Registration.

     Pursuant to Section 3.5 of the Registration Rights Agreement, if the Union VEBA Trust so requests, the Company will effect pursuant to the Initial Shelf Registration or such Substitute Shelf Registration, as applicable, an underwritten offering if (a) the Company has not so effected an underwritten offering with the 180-day period next preceding such request and (b) the Registrable Securities requested to be included in the underwritten offering have a then-current market value of at least $10.0 million. The managing underwriter or underwriters of any underwritten offering will be selected by the Union VEBA Trust, subject to the approval of the Company, which approval will not be unreasonably withheld.

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Piggyback Registration

     If the Company registers equity securities for its own account or the account of any other person (other than a registration statement in connection with a merger or reorganization or relating to an employee benefit plan or in connection with an offering made solely to the then-existing stockholders or employees of the Company), the Union VEBA Trust will be offered the opportunity to include its Registrable Securities in such registration. Customary priority provisions will apply in the context of an underwritten offering.

Expenses

     Subject to provisions for reimbursement of the Company upon revocation of a request for registration or an underwritten offering, the Company will bear all out-of-pocket registration expenses in connection with the demand registration and the shelf registration, including in each case up to $50,000 for one counsel to represent selling holder or holders of Registrable Securities.

Rule 144

     The Company will file all required SEC reports, and cooperate with the Union VEBA Trust, to the extent required to permit the Union VEBA Trust to sell without registration under Rule 144.

     Transfer Agent and Registrar

     The transfer agent and registrar for the Common Stock is Mellon Investor Services LLC.

Preferred Stock

     The Preferred Stock may be issued in one or more series. The Board of Directors of the Company is authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any such series and the designation, relative powers, preferences, rights and qualifications, limitations or restrictions of such series. The authority of the Company’s Board of Directors with respect to each such series includes, without limiting the generality of the foregoing, the determination of any or all of the following:

(a)	the number of shares of such series and the designation to distinguish the shares of such series from the shares of all other series;
(b)	subject to the provisions of the Amended and Restated Certificate of Incorporation described under “Introduction” above, the voting powers, if any, of the holders of such series and whether such voting powers are full or limited in such series;
(c)	the redemption provisions, if any, applicable to such series, including without limitation the redemption price or prices to be paid;
(d)	whether dividends on such series, if any, will be cumulative or noncumulative, the dividend rate of such series and the dates and preferences of dividends on such series;
(e)	the rights of the holders of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Company;
(f)	the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Company or any other corporation or other entity, and the rates or other determinants of conversion or exchange applicable;

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(g)	the right, if any, of holders of such series to subscribe for or to purchase any securities of the Company or any other corporation or other entity;
(h)	the provisions, if any, of a sinking fund applicable to such series; and
(i)	any other relative, participating, optional or other special powers, preferences or rights of such series and qualifications, limitations or restrictions.

Purposes and Effects of Certain Provisions of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, Contractual Arrangements and Delaware Law

     Introduction

     Certain provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws and contractual arrangements, together with certain of the Company’s contractual arrangements and applicable Delaware state law, may discourage or make more difficult the acquisition of control of the Company by means of a tender offer, open market purchase, proxy fight or otherwise. These provisions are intended to discourage, or may have the effect of discouraging, certain types of coercive takeover practices and inadequate takeover bids and are also intended to encourage a person seeking to acquire control of the Company to first negotiate with the Company. Management believes that these measures, many of which are substantially similar to the anti-takeover related measures in effect for numerous other publicly-held companies, enhance the Company’s potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure the Company, providing benefits that outweigh the disadvantages of discouraging such proposals because, among other things, such negotiation could improve the terms of such a proposal and protect the stockholders from takeover bids that the directors of the Company have determined to be inadequate. A description of these provisions is set forth below.

     Classified Board of Directors

     The Amended and Restated Certificate of Incorporation divides the Company’s Board of Directors into three classes of directors serving staggered three-year terms. The existence of a classified board will make it more difficult for a third party to gain control of the Company’s Board of Directors by preventing such third party from replacing a majority of the directors at any given meeting of stockholders.

     Removal of Directors and Filling Vacancies in Directorships

     The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that directors may be removed by the stockholders, with or without cause, only at a meeting of stockholders and by the affirmative vote of the holders of at least 67% of the stock of the Company generally entitled to vote in the election of directors. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that any vacancy on the Company’s Board of Directors or newly created directorship may be filled solely by the affirmative vote of a majority of the directors then in office or by a sole remaining director, and that any director so elected will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or the new directorship was created and until such director’s successor has been elected and qualified. The limitations on the removal of directors and the filling of vacancies may deter a third party from seeking to remove incumbent directors and simultaneously gaining control of the Company’s Board of Directors by filling the vacancies created by such removal with its own nominees.

     Stockholder Action and Meetings of Stockholders

     The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that special meetings of the stockholders may only be called by the Chairman of the Company’s Board of Directors, the Chief Executive Officer or the President, or by the Secretary of the Company within ten calendar days after the receipt of the written request of a majority of the total number of directors (assuming no vacancies), and further provide that, at any special meeting of stockholders, the only business that may be considered or conducted is business that is specified in the notice of such meeting or is otherwise properly brought before the meeting by the

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presiding officer or by or at the direction of a majority of the directors (assuming no vacancies), effectively precluding the right of the stockholders to raise any business at any special meeting. The Amended and Restated Certificate of Incorporation also provides that the stockholders may not act by written consent in lieu of a meeting.

     Advance Notice Requirements for Stockholder Proposals

     The Amended and Restated Bylaws provide that a stockholder seeking to bring business before an annual meeting of stockholders provide timely notice in writing to the Secretary. To be timely, a stockholder’s notice must be received by the Company not less than 60, nor more than 90, calendar days prior to the first anniversary date of the date on which the Company first mailed proxy materials for the prior year’s annual meeting of stockholders, except that, if there was no annual meeting in the prior year or if the annual meeting is called for a date that is not within 30 calendar days before or after that anniversary, notice must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting and the 10th calendar day following the date on which public disclosure of the date of the annual meeting is first made. The Amended and Restated Bylaws also specify requirements as to the form and substance of notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders.

     Director Nomination Procedures

Nominations in Accordance with the Amended and Restated Bylaws

     The Amended and Restated Bylaws provide that the nominations for election of directors by the stockholders will be made either by or at the direction of the Company’s Board of Directors or a committee thereof, or by any stockholder entitled to vote for the election of directors at the annual meeting at which such nomination is made. The Amended and Restated Bylaws require that stockholders intending to nominate candidates for election as directors provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to or mailed and received at the Company’s principal executive offices not less than 60, nor more than 90, calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the prior year’s annual meeting of stockholders, except that, if there was no annual meeting during the prior year or if the annual meeting is called for a date that is not within 30 calendar days before or after that anniversary, notice by stockholders to be timely must be delivered not later than the close of business on the later of the 90th calendar day prior to the annual meeting and the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. The Amended and Restated Bylaws also specify requirements as to the form and substance of notice. These provisions of the Amended and Restated Bylaws may preclude stockholders from making nominations of directors.

Director Nomination Procedures for Certain Stockholders

     The Nominating and Corporate Governance Committee of the Company’s Board of Directors (the “Nominating and Corporate Governance Committee”) is responsible for recommending to the Board of Directors director nominee candidates to be submitted to the stockholders for election at each annual meeting of stockholders. In accordance with this responsibility, such committee has adopted policies regarding the consideration of candidates for a position on the Company’s Board of Directors, including the procedures by which stockholders may propose candidates for a position on the Company’s Board of Directors directly to the Nominating and Corporate Governance Committee for consideration. Such policies provide an alternative to the rights granted to the stockholders by law and pursuant to the Amended and Restated Bylaws. These policies provide that a single stockholder or a group of stockholders that has beneficially owned more than 5% of the then-outstanding Common Stock for at least one year as of the date of recommendation of a director candidate will be eligible to propose a director candidate to the Nominating and Corporate Governance Committee for consideration and evaluation by notice to such committee in accordance with such policies, including timely notice. To be timely, a stockholders notice must be received by the Nominating and Corporate Governance Committee not less than 120, nor more than 150, calendar days prior to the first anniversary of the date on which the Company first mailed proxy materials for the prior year’s annual meeting of stockholders, except that, if there was no annual meeting in the prior year or if the annual meeting is called for a date that is not within 30 calendar days before or after that anniversary, notice must be received by the Nominating and Governance Committee no later than the close of business on the 10th calendar day following the date on which public disclosure of the date of the annual meeting is first made, unless such public disclosure specifies a different date. The policies also provide that any such candidate must (a) be independent in

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accordance with applicable independence criteria, (b) may not, other than as a member of the Company’s Board of Directors or a committee thereof, accept any consulting, advisory or other compensatory fee from the Company or its subsidiaries (other than the fixed amounts of compensation under a retirement plan for prior service, provided such compensation is not contingent on continued service), and (c) may not be an affiliated person of the Company or any of its subsidiaries. Further, these policies establish criteria to be used by such committee to assess whether a candidate for a position on the Company’s Board of Directors has appropriate skills and experience. In addition, the USW will be able to nominate director candidates in accordance with the Director Designation Agreement described below.

Director Designation Agreement with the USW

     In accordance with the Plan, on the Effective Date, the Company and the USW entered into an agreement (the “Director Designation Agreement”) in order to effectuate certain previously agreed rights of the USW to nominate individuals to serve on the Company’s Board of Directors and specified committees thereof. The Director Designation Agreement provides that the USW has the rights described below until December 31, 2012. The following description of the Director Designation Agreement is a summary and is qualified in its entirety by the Director Designation Agreement, which is filed as Exhibit 4.3 hereto and is incorporated herein by reference.

     The Director Designation Agreement provides that the USW has the right, in connection with each annual meeting of the Company’s stockholders, to nominate as candidates to be submitted to stockholders of the Company for election at such annual meeting the minimum number of candidates necessary to ensure that, assuming (a) such candidates are included in the slate of director candidates recommended by the Company’s Board of Directors in the proxy statement relating to such annual meeting and (b) the stockholders of the Company elect each candidate so included, at least 40% of the members of the Company’s Board of Directors immediately following such election are directors who were either designated by the USW pursuant to the Plan or have been nominated by the USW in accordance with the Director Designation Agreement. The Director Designation Agreement contains requirements as to the timeliness, form and substance of the notice the USW must give to the Nominating and Corporate Governance Committee in order to nominate such candidates. The Nominating and Corporate Governance Committee will determine in good faith whether each candidate properly submitted by the USW satisfies the qualifications set forth in the Director Designation Agreement, and, if the Nominating and Corporate Governance Committee so determines that such candidate satisfies such qualifications, will, unless otherwise required by its fiduciary duties, recommend such candidate to the Company’s Board of Directors for inclusion in the slate of directors recommended by the Company’s Board of Directors in the proxy statement relating to such annual meeting, and the Company’s Board of Directors will, unless otherwise required by its fiduciary duties, accept such recommendation and direct that such director candidate be included in such slate of directors.

     The Director Designation Agreement also provides that the USW has the right to nominate an individual to fill a vacancy on the Company’s Board of Directors resulting from the death, resignation, disqualification or removal of a director who was either designated by the USW to serve on the Company’s Board of Directors pursuant to the Plan or has been nominated by the USW in accordance with the Director Designation Agreement. The Director Designation Agreement further provides that, in the event of newly created directorships resulting from an increase in the number of directors of the Company, the USW has the right to nominate the minimum number of individuals to fill such newly created directorships necessary to ensure that at least 40% of the members of the Company’s Board of Directors immediately following the filling of such newly created directorships are directors who were either designated by the USW pursuant to the Plan or have been nominated by the USW in accordance with the Director Designation Agreement. In each such case, the USW will be required to deliver proper notice to the Nominating and Corporate Governance Committee in accordance with the Director Designation Agreement, and the Nominating and Corporate Governance Committee will determine in good faith whether each candidate properly submitted by the USW satisfies the qualifications set forth in the Director Designation Agreement, and, if the Nominating and Corporate Governance Committee so determines that such candidate satisfies such qualifications, will, unless otherwise required by its fiduciary duties, recommend to the Company’s Board of Directors that it fill the vacancy or newly created directorship, as the case may be, with such candidate, and the Company’s Board of Directors will, unless otherwise required by its fiduciary duties, accept such recommendation and fill the vacancy or newly created directorship, as the case may be, with such candidate.

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     Each candidate nominated by the USW must satisfy (a) the applicable independence criteria of the national securities exchange or association on which the Company’s securities are then principally traded or quoted, (b) the qualifications to serve as a director of the Company as set forth in any applicable corporate governance guidelines adopted by the Company’s Board of Directors and policies adopted by the Nominating and Corporate Governance Committee establishing criteria to be utilized by it in assessing whether a director candidate has appropriate skills and experience, and (c) any other qualifications to serve as director imposed by applicable law. A candidate nominated by the USW may not be an officer, employee, director or member of the USW or any of its locals or affiliated organizations as of the date of his or her designation as a candidate or election as a director.

     Finally, the Director Designation Agreement provides that, so long as the Company’s Board of Directors maintains an Audit Committee, Executive Committee or Nominating and Corporate Governance Committee, each such committee will, unless otherwise required by the fiduciary duties of the Company’s Board of Directors, include at least one director who was either designated by the USW to serve on the Company’s Board of Directors pursuant to the Plan or has been nominated by the USW in accordance with the Director Designation Agreement (provided at least one such director is qualified to serve on such committee as determined in good faith by the Company’s Board of Directors).

     Authorized But Unissued Shares

     Authorized but unissued shares of Common Stock and Preferred Stock under the Amended and Restated Certificate of Incorporation will be available for future issuance without stockholder approval, unless otherwise required pursuant to the rules of any national securities exchange or association on which the Company’s securities are traded from time to time. These additional shares will give the Company’s Board of Directors the flexibility to issue shares for a variety of proper corporate purposes, including in connection with future public offerings to raise additional capital or corporate acquisitions, without incurring the time and expense of soliciting a stockholder vote. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise. In addition, any future issuance of shares of Common Stock or Preferred Stock, whether or not in connection with an anti-takeover measure, could have the effect of diluting the earnings per share, book value per share and voting power of shares held by the stockholders of the Company.

     Supermajority Vote Requirements

     Delaware law provides generally that the affirmative vote of the holders of a majority of the shares entitled to vote on any matter will be required to amend a corporation’s certificate of incorporation and that the affirmative vote of the holders of a majority of the shares present in person or represented by proxy identified to vote on any matter will be required to amend a corporation’s bylaws, unless the corporation’s certificate of incorporation or bylaws, as the case may be, require a vote by the holders of a greater number of shares. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws require the affirmative vote of the holders of at least 67% of the stock of the Company generally entitled to vote in the election of directors in order to amend, repeal or adopt any provision inconsistent with certain provisions of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, as the case may be, relating to (a) the time and place of meetings of the stockholders, (b) the calling of special meetings of stockholders, (c) the conduct or consideration of business at meetings of stockholders, (d) the filling of any vacancies on the Company’s Board of Directors or newly created directorships, (e) the removal of directors, (f) the nomination and election of directors, (g) the ability of the stockholders to act by written consent in lieu of a meeting, or (h) the number and terms of directors.

     Delaware Section 203

     The Company is subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” unless the interested stockholder attained that status with the approval of the corporation’s board of directors or the business combination is approved in a prescribed manner. A “business combination” includes certain mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, along with

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affiliates and associates owns, or within the prior three years did own, 15% or more of the corporation’s voting stock.

Item 2. Exhibits.

2.1	Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K dated September 8, 2005 and filed by Kaiser Aluminum Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 13, 2005).
2.2	Modifications to the 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 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2005).
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 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2006).
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, as Modified (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2006).
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 (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2006).
2.6	Order Affirming the Confirmation Order of the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as modified.
2.7	Special Procedures for Distributions on Account of NLRB Claim, as agreed by the National Labor Relations Board, the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “USW”) and the Company pursuant to Section 7.8e of the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as modified.
3.1	Amended and Restated Certificate of Incorporation of the Company.
3.2	Amended and Restated Bylaws of the Company.
4.1	Stock Transfer Restriction Agreement, dated as of July 6, 2006, between the Company and National City Bank, in its capacity as the trustee for the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents (the “Union VEBA Trust).

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4.2	Registration Rights Agreement, dated as of July 6, 2006, between the Company, National City Bank, in its capacity as the trustee for the Union VEBA Trust and the other parties thereto.
4.3	Director Designation Agreement, dated as of July 6, 2006, between the Company and the USW.

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SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

By:	/s/ John M. Donnan
	John M. Donnan
	Vice President, Secretary and General Counsel

Date: July 6, 2006

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INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K dated September 8, 2005 and filed by Kaiser Aluminum Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 13, 2005).
2.2	Modifications to the 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 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2006).
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 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2006).
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, as Modified (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2006).
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 (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K dated February 1, 2006 and filed by the Company with the SEC on February 7, 2006).
2.6	Order Affirming the Confirmation Order of the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as modified.
2.7	Special Procedures for Distributions on Account of NLRB Claim, as agreed by the National Labor Relations Board, the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “USW”) and the Company pursuant to Section 7.8e of the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as modified.
3.1	Amended and Restated Certificate of Incorporation of the Company.
3.2	Amended and Restated Bylaws of the Company.

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Exhibit Number	Description
4.1	Stock Transfer Restriction Agreement, dated as of July 6, 2006, between the Company and National City Bank, in its capacity as the trustee for the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents (the “Union VEBA Trust).
4.2	Registration Rights Agreement, dated as of July 6, 2006, among the Company, National City Bank, in its capacity as the trustee for the Union VEBA Trust and the other parties thereto.
4.3	Director Designation Agreement, dated as of July 6, 2006, between the Company and the USW.

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EX-2.6

Exhibit 2.6

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

In re:		:
		:
KAISER ALUMINUM CORP., et al.,		:	Bankruptcy Case No. 02-10429
		:		(JFK)
	Debtors.	:
		:
		:
		:
In re:		:
		:
KAISER ALUMINUM CORP., et al.,		:	Misc. Case No. 06-41-JJF
		:
	Debtors.	:

O R D E R

     At Wilmington, this 11th day of May 2006, for the reasons set forth in the Memorandum Opinion issued this date;

     IT IS HEREBY ORDERED that:

     1. The February 6, 2006 Order of the Bankruptcy Court confirming the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of their Debtor Affiliates, as Modified (the “Confirmation Order”) (Bankr. Docket No. 8225) is AFFIRMED.

     2. The Findings of Fact and Conclusions of Law Regarding Confirmation of the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as Modified (Bankr. Docket No. 8226) issued by the Bankruptcy Court on February 6, 2006 are ADOPTED.

/s/ Joseph J. Farnan, Jr.  

UNITED STATES DISTRICT JUDGE 

EX-2.7

Exhibit 2.7

Special Procedures for Distributions
on Account of NLRB Claim^*

1.	Creation of NLRB Claim Account. On or prior to the Effective Date, J.P. Morgan Trust Company, National Association, as a Third Party Disbursing Agent pursuant to the Plan (the “Designated Agent”), will create a separate book-entry account (the “NLRB Claim Account”) to hold shares of New Common Stock to be distributed under the Plan on account of the General Unsecured Claim of the National Labor Relations Board (the “NLRB”) arising out of the settlement of NLRB Case No. 32-CA-17041 (the “NLRB Claim”).
2.	Deposits into NLRB Claim Account. Upon making distributions from the Reserved Shares on account of General Unsecured Claims in Class 9, any and all shares of New Common Stock to be distributed on account of the NLRB Claim will be deposited in the NLRB Claim Account for distribution to the individuals identified on the NLRB Claims Distribution List. For purposes hereof, the term “NLRB Claims Distribution List” means (a) with respect to all such distributions made prior to the NLRB Claim Distribution List Finalization Date (as defined below), a schedule of individuals to receive distributions hereunder to be agreed upon by the Debtors and the USW and approved by appropriate representatives of the NLRB, not later than the Effective Date, and (b) with respect to all such distributions made on or after the NLRB Claim Distribution List Finalization Date, such schedule as modified pursuant to paragraph 11(b) below.
3.	NLRB Claim Distribution List. The NLRB Claim Distribution List will include, among other things, (a) the name of the individuals entitled to distributions on account of the NLRB Claim (“NLRB Claim Distributees”) and (b) for each NLRB Claim Distributee, (i) his or her percentage share of the NLRB Claim, (ii) his or her implied claim amount based on his or her percentage share of the NLRB Claim, (iii) his or her address according to records maintained by the Debtors or as otherwise provided to the Debtors, (iv) his or her social security number, and (v) such other information as the Debtors and the USW may agree.
4.	Distributions to NLRB Claim Distributees. Subject to paragraphs 8, 9 and 11 below, distributions of shares of New Common Stock deposited in the NLRB Claim Account will be made to NLRB Claim Distributees in accordance with the information set forth on the NLRB Claim Distribution List.
5.	NLRB Claim Distribution Notices. Promptly following any deposit of shares of New Common Stock into the NLRB Claim Account, the Designated Agent will mail to each NLRB Claim Distributee at the address set forth on the NLRB Claim Distribution List (or such other address as may be provided to the Designated Agent in writing by the applicable NLRB Claim Distributee, the USW or otherwise) a notice (each, a “NLRB

^* All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in 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 (the “Plan”).

	Claim Distribution Notice”) setting forth the total number of such shares distributable to such NLRB Claim Distributee in accordance with these Special Procedures.
6.	Distribution Instruction Form, Including Tax Forms. Each NLRB Claim Distribution Notice will be accompanied by (a) a written letter of explanation in a form to be agreed upon by the Debtors and the USW and approved by appropriate representatives of the NLRB, not later than the Effective Date, and (b) unless the Disbursing Agent then holds standing instructions from the NLRB Claim Distributee, an instruction form to be completed by the NLRB Claim Distributee and returned to the Designated Agent pursuant to which (i) the NLRB Claim Distributee will provide such documentation and information as may be necessary, appropriate or desirable to facilitate the delivery of the applicable distribution (as well as any subsequent distributions in accordance with the redistribution provisions of paragraphs 8 and 9 below) to him or her, including properly completed tax forms (i.e., Internal Revenue Service Form W-4 and the applicable State equivalent (collectively, the “Tax Forms”)) or other information necessary to determine the applicable tax withholding obligations associated with such distribution, and (ii) the NLRB Claim Distributee will be given the opportunity to direct the Designated Agent to execute a sale, on his or her behalf as his or her agent, of some or all of the shares of New Common Stock distributable to him or her (a “Distribution Instruction Form”). The determination to sell some or all of the shares of New Common Stock distributable to an NLRB Claim Distributee shall be at the sole and independent election of such NLRB Claim Distributee as the beneficial owner of such shares.
7.	Delivery of Distributions. The Designated Agent will execute, on behalf of and as agent for NLRB Claim Distributees that return properly completed Distribution Instruction Forms, including the applicable Tax Forms attached thereto, sales of shares of New Common Stock distributable to such NLRB Claim Distributees as directed in such Distribution Instruction Forms; such sales will be aggregated and will be effected by the Designated Agent directly or through one of its affiliates that is a broker-dealer, in ordinary trading transactions not involving special compensation to brokers or dealers on a periodic basis on the last business day of each calendar month ending at least 45 days following the Effective Date (each, a “Sale Date”). Promptly following each Sale Date, with respect to each NLRB Claim Distributee that sold shares on such Sale Date, the Designated Agent will deliver (a) to the Company, all cash proceeds from the sale of shares of New Common Stock by such NLRB Claim Distributee (after deducting therefrom brokerage or other applicable transaction costs of such sale) and (b) to such NLRB Claim Distributee, any shares of New Common Stock distributable to such NLRB Claim Distributee that were not sold in accordance with a Distribution Instruction Form. If an NLRB Claim Distributee that returns a properly completed Distribution Instruction Form, including the applicable Tax Forms attached thereto, proposes an arrangement to provide the Designated Agent with Cash in the Required Withholding Amount (as defined below) other than the sale of shares of New Common Stock as contemplated by this Section 7, the Designated Agent will deliver to such NLRB Claim Distributee the shares of New Common Stock distributable to such NLRB Claim Distributee promptly after, and only after, such Cash is provided to the Designated Agent. Under no circumstances will the Designated Agent make any distribution to a NLRB Claim Distributee unless (a) it has received properly completed Tax Forms, as applicable, and

2

(b) either (i) the proceeds from any sale of shares of New Common Stock in accordance with a Distribution Instruction Form (after deducting therefrom an allocable share of brokerage or other applicable transaction costs) are in an amount at least equal to the Required Withholding Amount associated with the distribution or (ii) such NLRB Claim Distributee makes other arrangements with the Designated Agent satisfactory to it that provide it with cash in the Required Withholding Amount (the “NLRB Claim Distribution Condition”). Upon receipt thereof, the Designated Agent will remit to the Company the cash proceeds, after deducting therefrom any brokerage or other applicable transaction costs, from any sale made in accordance with a Distribution Instruction Form, or the cash provided by any such other arrangement, as the case may be, and the Company will be solely responsible for remitting such cash in the Required Withholding Amount to the applicable authorities in accordance with applicable law and delivering any such cash remaining after deducting therefrom the Required Withholding Amount to the applicable NLRB Claim Distributee. For purposes hereof, the term “Required Withholding Amount” means, for any distribution to an NLRB Claim Distributee, an amount in cash equal to the amount required to be withheld or deducted from such distribution under applicable federal, state or local law, as determined by the Reorganized Debtors in good faith. The Company will be solely responsible for determining the Required Withholding Amount associated with any distribution pursuant to this Section 7 and will instruct the Designated Agent with respect thereto.

8.

Undeliverable NLRB Claim Distribution Notices.

(a)

If any NLRB Claim Distribution Notice is returned to the Designated Agent as undeliverable, then unless and until the Designated Agent is notified in writing (by the applicable NLRB Claim Distributee, the USW or otherwise) of the applicable NLRB Claim Distributee’s then-current address (i) subject to paragraph 8(b) below, the distribution otherwise to be made to such NLRB Claim Distributee will remain in the possession of the Designated Agent and no further attempt will be made to deliver such distribution and (ii) no attempt will be made to deliver any subsequent NLRB Claim Distribution Notice to such NLRB Claim Distributee and any subsequent distribution that such NLRB Claim Distributee would otherwise be entitled to receive instead will be deemed undeliverable and remain in the possession of the Designated Agent.

(b)

Any NLRB Claim Distributee that does not assert a claim for an undeliverable distribution by delivering to the Designated Agent a written notice setting forth such NLRB Claim Distributee’s then-current address within two years after the last date on which a NLRB Claim Distribution Notice was mailed to such NLRB Claim Distributee will have its claim for distributions discharged and will be forever barred from asserting any claim for distributions on account of the NLRB Claim, whereupon shares of New Common Stock held for the benefit of such NLRB Claim Distributee will be redistributed (subject to the Claim Distribution Condition) to the other NLRB Claim Distributees that have not been barred from asserting claims.

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9. Failure to Return Distribution Instruction Form, Including Tax Forms, and to Satisfy NLRB Claim Distribution Condition

(a)

Following the mailing of a NLRB Claim Distribution Notice, unless and until (i) a NLRB Claim Distributee returns to the Designated Agent a properly completed Distribution Instruction Form, including the applicable Tax Forms attached thereto, and (ii) the NLRB Claim Distribution Condition is satisfied, subject to paragraph 9(b) below any distribution otherwise to be made to such NLRB Claim Distributee will remain in the possession of the Designated Agent and no further attempt will be made to deliver such distribution.

(b)

Any NLRB Claim Distributee that fails to (i) return to the Designated Agent a properly completed Distribution Instruction Form, including the applicable Tax Forms attached thereto, and (ii) satisfy the NLRB Claim Distribution Condition within two years after the date on which a NLRB Claim Distribution Notice was mailed to such NLRB Claim Distributee will have its claim for distributions discharged and will be forever barred from asserting any claim for distributions on account of the NLRB Claim, whereupon shares of New Common Stock held for the benefit of such NLRB Claim Distributee will be redistributed (subject to the Claim Distribution Condition) to the other NLRB Claim Distributees that have not been barred from asserting claims.

10. Information Reports. The Designated Agent will furnish to the Reorganized Debtors, the USW and the NLRB on a monthly basis reports indicating for each set of NLRB Claim Distribution Notices mailed prior to such report, (a) the name and address of each NLRB Claim Distributee whose NLRB Claim Distribution Notice has been returned to the Designated Agent as undeliverable prior to the date of such report, (b) the name and address of each NLRB Claim Distributee whose NLRB Claim Distribution Notice has not been returned to the Designated Agent as undeliverable, but who has not delivered a Distribution Instruction Form to the Designated Agent prior to the date of such report, (c) the name and address of each NLRB Claim Distributee whose NLRB Claim Distribution Notice has not been returned to the Designated Agent as undeliverable and who has delivered a Distribution Instruction Form, including the applicable Tax Forms attached thereto, to the Designated Agent, but who has not prior to the date of such report made arrangements that will result in the satisfaction of the NLRB Claim Distribution Condition with respect to the distribution contemplated by the NLRB Claim Distribution Notice mailed to such NLRB Claim Distributee, and (d) the name and address of each NLRB Claim Distributee whose NLRB Claim Distribution Notice has not been returned to the Designated Agent as undeliverable and who has prior to the date of such report delivered a Distribution Instruction Form, including the applicable Tax Forms attached thereto, to the Designated Agent and made arrangements that will result in the satisfaction of the NLRB Claim Distribution Condition with respect to the distribution contemplated by the NLRB Claim Distribution Notice mailed to such NLRB Claim Distributee.

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11. NLRB Claim Reserve and Final NLRB Claim Distribution List

(a)	With respect to any New Common Stock deposited in the NLRB Claim Account prior to the date (the “NLRB Claim Distribution List Finalization Date”) that is the first Quarterly Distribution Date that is at least 18 months after the Effective Date, 2% of such New Common Stock will be set aside in a reserve (the “NLRB Claim Reserve”) for distribution in accordance with this paragraph 11.
(b)	Prior to the NLRB Claim Distribution List Finalization Date, the Vice President of Human Resources of Reorganized KAC and the USW Director for District 11, with each acting in good faith, will agree upon any appropriate modifications to the NLRB Claim Distribution List and, on and after the NLRB Claim Distribution List Finalization Date, the information set forth on the NLRB Claim Distribution List as so modified will be used to determine the distributions to be made to NLRB Claim Distributees hereunder. Any modifications to the NLRB Claim Distribution List as contemplated by this Section 11(b) must be (i) supported by (A) to the extent the modification relates to inclusion of an individual on the NLRB Claim Distribution List, a paystub or other reasonable documentation evidencing that an individual was a KACC employee as of January 14, 1999 or (B) to the extent the modification relates to (I) establishing an individual’s percentage share of the NLRB Claim and implied claim amount based thereon in the case of a newly included individual or (II) increasing or decreasing an individual’s percentage share of the NLRB Claim and implied claim amount based thereon in the case of an individual already included on the NLRB Claim Distribution List, an Internal Revenue Service Form W-2 or an Internal Revenue Service Form 1099 indicating wages, workers’ compensation benefits or sickness and accident benefits received for 1999 and (ii) approved by appropriate representatives of the NLRB. Any agreement with respect to such modifications signed by the Vice President of Human Resources of Reorganized KAC and the USW Director of District 11 will be final and binding on all persons for purposes hereof.
(c)	New Common Stock held in the NLRB Claim Reserve will be distributed to NLRB Claim Distributees promptly following the NLRB Claim Distribution List Finalization Date.
(d)	All distributions of New Common Stock following from the NLRB Claim Reserve following the NLRB Claim Distribution List Finalization Date will be made in a manner intended to ensure, to the fullest extent practicable, that ultimately all NLRB Claim Distributees receive distributions constituting the same percentage recovery of their respective implied claim amounts set forth on the NLRB Claim Distribution List as modified pursuant to paragraph 11(b) above; provided, however, that, to the extent a NLRB Claim Distributee has received distributions constituting a greater percentage as a result of distributions made prior to the NLRB Claim Distribution List Finalization Date, none of the Designated Agent, the Debtors, the USW or the NLRB will be required to attempt

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to retrieve any portion of any distribution previously made to such NLRB Claim Distributee.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KAISER ALUMINUM CORPORATION

     The undersigned, John M. Donnan, certifies that he is the Vice President, Secretary and General Counsel of Kaiser Aluminum Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and does hereby further certify as follows:

     1. The name of the Company is Kaiser Aluminum Corporation. The Company was originally incorporated under the name “KaiserTech Limited”. The Certificate of Incorporation of the Company was originally filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) on February 20, 1987, was restated by the Restated Certificate of Incorporation filed with the Delaware Secretary of State on February 9, 1988, was restated by the Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 16, 1988, was restated by the Restated Certificate of Incorporation filed with the Delaware Secretary of State on September 28, 1989, was amended by the Amendment of the Restated Certificate of Incorporation filed with the Delaware Secretary of State on November 20, 1990, was restated by the Restated Certificate of Incorporation filed with the Delaware Secretary of State on February 22, 1991, was amended by the Certificate of Amendment of the Restated Certificate of Incorporation filed with the Delaware Secretary of State on January 11, 2000, and was restated by the Restated Certificate of Incorporation filed with the Delaware Secretary of State on February 22, 2000.

     2. This Amended and Restated Certificate of Incorporation of the Company has been duly adopted in accordance with the provisions of Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware (the “DGCL”). Provision for the making of this Amended and Restated Certificate of Incorporation is contained in the order of the United States Bankruptcy Court for the District of Delaware entered on February 6, 2006, confirming the Second Amended Joint Plan of Reorganization of Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates, as modified, filed pursuant to section 1121(a) of chapter 11 of title 11 of the United States Code, which confirmation order was affirmed by order of the United States District Court for the District of Delaware entered on May 11, 2006.

     3. This Amended and Restated Certificate of Incorporation has been duly executed and acknowledged by an officer of the Company designated in such order of the Bankruptcy Court in accordance with the provisions of Sections 242, 245 and 303 of the DGCL.

     4. The text of the certificate of incorporation of the Company is hereby amended and restated to read in its entirety as follows:

ARTICLE I

     The name of the corporation is Kaiser Aluminum Corporation (the “Company”).

ARTICLE II

     The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Company’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

     The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

     Section 1. Authorized Capital Stock. The total number of shares of capital stock that the Company is authorized to issue is 50,000,000 shares, consisting of 45,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”). To the extent prohibited by Section 1123(a)(6) of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), the Company will not issue nonvoting equity securities; provided, however the foregoing restriction will (a) have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code, (b) only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company, and (c) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect.

     Section 2. Preferred Stock. The Preferred Stock may be issued in one or more series. The Board of Directors of the Company (the “Board”) is hereby authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any such series and the designation, relative powers, preferences, rights and qualifications, limitations or restrictions of such series. The authority of the Board with respect to each such series will include, without limiting the generality of the foregoing, the determination of any or all of the following:

     (a) the number of shares of such series and the designation to distinguish the shares of such series from the shares of all other series;

     (b) the voting powers, if any, of the holders of such series and whether such voting powers are full or limited in such series;

     (c) the redemption provisions, if any, applicable to such series, including without limitation the redemption price or prices to be paid;

     (d) whether dividends on such series, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

     (e) the rights of the holders of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Company;

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     (f) the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Company or any other corporation or other entity, and the rates or other determinants of conversion or exchange applicable thereto;

     (g) the right, if any, of holders of such series to subscribe for or to purchase any securities of the Company or any other corporation or other entity;

     (h) the provisions, if any, of a sinking fund applicable to such series; and

     (i) any other relative, participating, optional or other special powers, preferences or rights of such series and qualifications, limitations or restrictions thereof;

all as may be determined from time to time by the Board and stated or expressed in the resolution or resolutions providing for the issuance of such Preferred Stock (collectively, a “Preferred Stock Designation”).

     Section 3. Common Stock. Subject to the rights of the holders of any series of Preferred Stock, each holder of Common Stock will be entitled to one vote on each matter submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting.

     Section 4. Transfer Restrictions.

     (a) 5% Ownership Limit.

               (1) Any attempted Transfer of Company Securities prior to the Restriction Release Date, or any attempted Transfer of Company Securities pursuant to an agreement entered into prior to the Restriction Release Date, will be prohibited and void ab initio if either (A) the transferor is a Five-Percent Shareholder or (B) as a result of such Transfer, either (1) any Person or group of Persons would become a Five-Percent Shareholder or (2) the Percentage Stock Ownership in the Company of any Five-Percent Shareholder would be increased; provided that this paragraph (a)(1) will not apply to, nor will any other provision in this Certificate of Incorporation prohibit, restrict or limit in any way, the issuance of Company Securities by the Company in accordance with the Chapter 11 Plan.

               (2) Paragraph (a)(1) of this Section 4 of Article IV will not apply to a 5% Transaction if:

     (A) the transferor or the transferee obtains the prior written approval of the Board;

     (B) in the case of a 5% Transaction by any holder of Company Securities other than the VEBA Trust, prior to the 5% Transaction the Board, upon written request of the transferor or transferee, determines, with such determination to be made in good faith and not to be unreasonably withheld or delayed, that such Transfer is a 5% Transaction (x) which, together with any 5% Transactions consummated by the holders

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of Company Securities (including without limitation the VEBA Trust) during the Testing Period, represent aggregate 5% Transactions involving Transfers of less than 45% of the Company Securities issued and outstanding at the time of Transfer and (y) which, together with any 5% Transactions consummated by the holders of Company Securities (including without limitation the VEBA Trust) during the Testing Period and all 5% Transactions that the VEBA Trust may consummate without breach of the Stock Transfer Restriction Agreement during the three years following the time of Transfer, represent, during any period of three consecutive years during the period consisting of the Testing Period and the three years thereafter, aggregate 5% Transactions involving Transfers of less than 45% of the Company Securities issued and outstanding at the time of Transfer; or

     (C) in the case of a 5% Transaction by the VEBA Trust, such 5% Transaction does not result in a breach of the Stock Transfer Restriction Agreement; provided that, contemporaneously with the 5% Transaction, the VEBA Trust delivers to the Board a written notice addressed to the Company setting forth the number and type of Company Securities involved in, and the date of, such 5% Transaction.

As a condition to granting any approval under clause (A) of this paragraph (a)(2) or in connection with making any determination under clause (B) of this paragraph (a)(2), the Board may, in its discretion, require (at the expense of the transferor and/or transferee) an opinion of counsel selected by the transferor or the transferee, which counsel shall be reasonably acceptable to the Board, that the consummation of the proposed Transfer will not result in the application of any Section 382 limitation on the use of the Tax Benefits taking into account any and all other Transfers that have been consummated prior to receipt of the request relating to the proposed Transfer, any and all other proposed Transfers that have been approved by the Board prior to receipt of the request relating to the proposed Transfer and any and all other proposed Transfers for which the requests relating thereto have been received prior to receipt of the request relating to the proposed Transfer.

               (3) Each certificate representing Company Securities issued prior to the Restriction Release Date will contain the legend that refers to the restrictions set forth in this Section 4 of Article IV as follows:

“THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO SECTION 4 OF ARTICLE IV OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KAISER ALUMINUM CORPORATION. KAISER ALUMINUM CORPORATION WILL FURNISH A COPY OF ITS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO THE HOLDER OF RECORD OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

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     (b) Treatment of Excess Securities.

               (1) No employee or agent of the Company will record any Prohibited Transfer, and the Purported Transferee in any Prohibited Transfer will not be recognized as a stockholder of the Company for any purpose whatsoever in respect of the Excess Securities. The Purported Transferee of such Excess Securities will not be entitled with respect to such Excess Securities to any rights of stockholders of the Company, including without limitation the rights to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. If Excess Securities are subsequently acquired in a Transfer that is not a Prohibited Transfer, such Company Securities will cease to be Excess Securities. Any Transfer of Excess Securities not in accordance with the provisions of this paragraph (b) will also be a Prohibited Transfer.

               (2) If the Board determines that a Transfer of Company Securities constitutes a Prohibited Transfer, then, upon written demand by the Company, the Purported Transferee will transfer or cause to be transferred any certificate or other evidence of ownership of such Excess Securities within the Purported Transferee’s possession or control, together with any Prohibited Distributions, to an Agent. The Agent will thereupon sell as promptly as practicable to a buyer or buyers, which may include the Company, the Excess Securities transferred to it in one or more arm’s-length transactions; provided, however, that (A) the Agent will effect such sales only if and when it can do so in transactions that do not constitute Prohibited Transfers and (B) the Agent will effect such sales in an orderly fashion and will not be required to effect any such sale within any specific time frame if, in the Agent’s business judgment, such sale would disrupt the market for the Company Securities or otherwise would adversely affect the value of the Company Securities. If the Purported Transferee has resold the Excess Securities before receiving the Company’s demand to surrender the Excess Securities to the Agent, the Purported Transferee will be deemed to have sold the Excess Securities for the Agent and will be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Company grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to paragraph (b)(3) of this Section 4 of Article IV if the Agent rather than the Purported Transferee had resold the Excess Securities.

               (3) Pending any sale by the Agent of Excess Securities in a transaction that does not constitute a Prohibited Transfer, the Agent will hold any Excess Securities as agent for, and for the benefit of, the Purported Transferor, subject to the Purported Transferee’s claim for reimbursement of its purchase price. Accordingly, with respect to any particular Excess Securities, the Agent will apply any proceeds of a sale by it of such Excess Securities, any dividends or distributions received by it from the Company with respect to such Excess Securities, any amounts received by it from the Purported Transferee in respect of Prohibited Distributions on such Excess Securities and, if the Purported Transferee had previously resold such Excess Securities, any amounts received by it from the Purported Transferee in respect of such previous sale, as follows:

     (A) first, to pay costs and expenses incurred by the Agent in connection with the Agent’s duties specified herein;

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     (B) second, to pay to the Purported Transferee up to the lesser of (x) the amount paid by the Purported Transferee for the Excess Securities and (y) the Fair Market Value of the Excess Securities on the date of the Prohibited Transfer thereof, as shall be determined at the discretion of the Board; and

     (C) third, to pay any remaining amounts to the Purported Transferor.

The recourse of any Purported Transferee in respect of any Prohibited Transfer will be limited to the amount payable to the Purported Transferee pursuant to clause (B) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 4 of Article IV inure to the benefit of the Company.

               (4) If the Purported Transferee fails to surrender the Excess Securities, Prohibited Distributions or the proceeds of a sale of Excess Securities to the Agent within 30 days from the date on which the Company makes a demand pursuant to paragraph (b)(2) of this Section 4 of Article IV, then the Company will use its best efforts to enforce the provisions hereof, including without limitation the institution of legal proceedings to compel the surrender.

               (5) The Company will make the demand described in paragraph (b)(2) of this Section 4 of Article IV within 30 days of the date on which the Board determines that the attempted Transfer would result in Excess Securities; provided, however, that if the Company makes such demand at a later date, the provisions of this Section 4 of Article IV will apply nonetheless.

          (c) Board Determinations. The Board will have the sole power to make determinations regarding compliance with this Section 4 of Article IV and any matters related thereto. The good faith determination of the Board on such matters will be conclusive and binding for all purposes of this Section 4 of Article IV. All determinations, approvals or other actions by the Board pursuant to this Section 4 of Article IV will require the affirmative vote of a majority of the total number of directors that the Company would have if there were no vacancies.

          (d) Definitions. As used in this Section 4 of Article IV, the following capitalized terms have the following meanings when used herein in with initial capital letters:

          (1) “5% Transaction” means any Transfer or attempted Transfer of Company Securities described in clause (A) or (B) of paragraph (a)(1) of this Section 4 of Article IV, subject to the proviso of such paragraph (a)(1).

          (2) “Agent” means an agent designated by the Board.

          (3) “Chapter 11 Plan” means the Joint Plan of Reorganization of the Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their Debtor Affiliates filed pursuant to section 1121(a) of chapter 11 of title 11 of the United States Code and confirmed by an order of the United States Bankruptcy Court for the District of Delaware entered on February 6, 2006, which confirmation order was affirmed by order of the United States District Court for the District of Delaware entered on May 11, 2006.

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          (4) “Code” means the Internal Revenue Code of 1986, as amended.

          (5) “Company Securities” means (a) shares of Common Stock, (b) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code or any successor provision), (c) warrants, rights or options (including without limitation options within the meaning of Treasury Regulation § 1.382-4(d)(9) or any successor provision) to purchase stock of the Company, and (d) any other interest that would be treated as “stock” of the Company pursuant to Treasury Regulation § 1.382-2T(f)(18) or any successor provision.

          (6) “Effective Date” has the meaning set forth in Section 1 of Article VII of this Certificate of Incorporation.

          (7) “Excess Securities” means, with respect to any Prohibited Transfer, the Company Securities that are the subject of such Prohibited Transfer.

          (8) “Fair Market Value “ means, with respect to any Excess Securities, the closing price per share of such Excess Securities on the last trading day immediately preceding the Prohibited Transfer of such Excess Securities. The “closing price” for such purposes will be the last sale price, regular way, or, in case no such sale takes place on the relevant day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on a national securities exchange or, if the Excess Securities are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices as reported by The Nasdaq Stock Market, Inc. or such other system then in use, or, if on any such date the Excess Securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Excess Securities selected by the Board. If the Excess Securities are not publicly held or not so listed or traded, or are not the subject of available bid and asked quotes, “Fair Market Value” will mean the fair value per Excess Share as determined in good faith by the Board.

          (9) “Five-Percent Shareholder” means a Person or group of Persons that is identified as a “5-percent shareholder” of the Company pursuant to Treasury Regulation § 1.382-2T(g); provided, however, that the Agent will not constitute a Five-Percent Shareholder.

          (10) “Percentage Stock Ownership” means percentage stock ownership interest as determined in accordance with Treasury Regulation §1.382-2T(g), (h), (j) and (k) or any successor provisions.

          (11) “Person” means any individual, partnership, corporation, limited liability company, association, joint venture, trust or other entity or association, including without limitation any governmental authority.

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          (12) “Prohibited Distributions” means, with respect to any Prohibited Transfer, any dividends or distributions that were received by the Purported Transferee from the Company with respect to the Excess Securities.

          (13) “Prohibited Transfer” means any purported Transfer of Company Securities to the extent that such Transfer is prohibited and/or void under this Section 4 of Article IV.

          (14) “Purported Transferee” means, with respect to any Prohibited Transfer, the intended transferee in such Prohibited Transfer.

          (15) “Purported Transferor” means, with respect to any Prohibited Transfer, the Person who attempted to Transfer Company Securities in such Prohibited Transfer.

          (16) “Restriction Release Date” means the earliest of (a) the tenth anniversary of the Effective Date, (b) the repeal, amendment or modification of Section 382 in such a way as to render the Company and all of its direct or indirect subsidiaries no longer subject to the restrictions imposed by Section 382, (c) the beginning of a taxable year of the Company in which no Tax Benefits are currently available or will be available, (d) the determination by the Board that the provisions of this Section 4 of Article IV shall not apply, (e) a determination by the Board or the Internal Revenue Service that the Company is ineligible to use Section 382(l)(5) of the Code permitting full use of the Tax Benefits existing as of the Effective Date, and (f) an election by the Company for Section 382(l)(5) of the Code not to apply.

          (17) “Section 382” means Section 382 of the Code or any successor provision.

          (18) “Section 501(c)(3)” means Section 501(c)(3) of the Code or any successor provision.

          (19) “Stock Transfer Restriction Agreement” means the Stock Transfer Restriction Agreement, dated as of the Effective Date, between the Company and the VEBA Trust.

          (20) “Tax Benefits” means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers in existence as of the Effective Date, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 in existence as of the Effective Date, of the Company or any direct or indirect subsidiary thereof.

          (21) “Testing Period” means, with respect to any 5% Transaction, the period ending on the date of consummation of such 5% Transaction and beginning on the later of (a) the date three years prior thereto and (b) the first day after the Effective Date.

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          (22) “Transfer” means any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition, other than a sale, transfer, assignment, conveyance, pledge or other disposition to a wholly owned subsidiary of the transferor or, if the transferor is wholly owned by a Person, to a wholly owned subsidiary of such Person. Except for purposes of paragraph (d)(1) of this Section 4 of Article IV, a Transfer shall not include the issuance or transfer of an option (including without limitation an option within the meaning of Treasury Regulation § 1.382-4(d)(9) or any successor provision), unless at the time of such issuance or transfer, the option is treated as exercised under Section 382(l)(3)(A) of the Code (applying the rules in Treasury Regulation § 1.382-4(d)).

          (23) “VEBA Trust” means the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC), the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents.

ARTICLE V

     The Board may make, amend and repeal the Bylaws of the Company. Any Bylaw made by the Board under the powers conferred hereby may be amended or repealed by the Board (except as specified in any such Bylaw so made or amended) or by the stockholders in the manner provided in the Bylaws of the Company. Notwithstanding the foregoing and anything contained in this Certificate of Incorporation or the Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11, 12, 13, and 38 may not be amended or repealed by the stockholders, and no provision inconsistent therewith may be adopted by the stockholders, without the affirmative vote of the holders of at least 67% of the outstanding Voting Stock (as defined below), voting together as a single class. The Company may in its Bylaws confer powers upon the Board in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board by applicable law. For the purposes of this Certificate of Incorporation, “Voting Stock” means stock of the Company of any class or series entitled to vote generally in the election of directors. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 67% of the outstanding Voting Stock, voting together as a single class, is required to amend or repeal, or to adopt any provision inconsistent with, this Article V.

ARTICLE VI

     Subject to the rights of the holders of any series of Preferred Stock:

     (a) any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of

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the Company and may not be effected by any consent in writing of such stockholders; and

     (b) special meetings of stockholders of the Company may be called only by (i) the Chairman of the Board (the “Chairman”), (ii) the Chief Executive Officer of the Company, (iii) the President of the Company, or (iv) the Secretary of the Company within 10 calendar days after receipt of the written request of a majority of the total number of directors that the Company would have if there were no vacancies.

At any annual meeting or special meeting of stockholders of the Company, only such business will be conducted or considered as has been brought before such meeting in the manner provided in the Bylaws of the Company. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 67% of the outstanding Voting Stock, voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, this Article VI.

ARTICLE VII

     Section 1. Number, Election and Terms of Directors. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, the number of the directors of the Company will not be less than three nor more than 16, will initially be fixed at 10, and may be changed from time to time in the manner described in the Bylaws of the Company. The directors, other than those who may be elected by the holders of any series of Preferred Stock, will be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. At any meeting of stockholders at which directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in office in any class of directors. The directors first appointed to Class I will hold office for a term expiring at the first annual meeting of stockholders following July 6, 2006 (the “Effective Date”), the date on which the transactions contemplated by the Joint Plan of Reorganization of the Company, Kaiser Aluminum & Chemical Corporation and certain of their debtor affiliates filed pursuant to Section 1121(a) of the Bankruptcy Code and confirmed by an order of the United States Bankruptcy Court for the District of Delaware entered on February 6, 2006, which confirmation order was affirmed by order of the United States District Court for the District of Delaware entered on May 11, 2006; the directors first appointed to Class II will hold office for a term expiring at the second annual meeting of stockholders following the Effective Date; and the directors first appointed to Class III will hold office for a term expiring at the third annual meeting of stockholders following the Effective Date; the members of each class shall hold office until their successors are elected and qualified. At each succeeding annual meeting of the stockholders of the Company, the successors to the class of directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. In the event of any change in the number of directors, the Board shall apportion any newly-created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class; provided, however, that no such reduction may shorten the term of any incumbent director. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional

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directors under circumstances specified in a Preferred Stock Designation, directors may be elected by the stockholders only at an annual meeting of stockholders. Election of directors of the Company need not be by written ballot unless requested by the Chairman or the presiding officer of the meeting. If authorized by the Board, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

     Section 2. Nomination of Director Candidates. Advance notice of stockholder nominations for the election of directors must be given in the manner provided in the Bylaws of the Company.

     Section 3. Newly Created Directorships and Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor has been elected and qualified. No decrease in the number of directors constituting the Board may shorten the term of any incumbent director.

     Section 4. Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, any director may be removed from office by the stockholders with or without cause only in the manner provided in this Section 4 of Article VII. At any annual meeting or special meeting of the stockholders, the notice of which states that the removal of a director or directors is among the purposes of the meeting, the affirmative vote of the holders of at least 67% of the outstanding Voting Stock, voting together as a single class, may remove such director or directors with or without cause.

     Section 5. Amendment, Repeal, Etc. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 67% of the outstanding Voting Stock, voting together as a single class, is required to amend or repeal, or adopt any provision inconsistent with, this Article VII.

ARTICLE VIII

     To the full extent permitted by the DGCL or any other applicable law currently or hereafter in effect, no director of the Company will be personally liable to the Company or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Company. Any repeal or modification of this Article VIII will not adversely affect any right or protection of a director of the Company existing prior to such repeal or modification.

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     The Board of Directors of the Company may renounce any interest or expectancy of the Company in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities–by line or type of business, by identity of the originator of any such business opportunity, by identity of the recipient of any such business opportunity, by periods of time, by geographical location or by other criteria–that are presented to the Company or one or more of its officers, directors or stockholders.

ARTICLE IX

     Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including without limitation service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted or required by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, excise taxes assessed with respect to an employee benefit plan or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article IX with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

     Section 2. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this Article IX shall include the right to be paid by the Company the expenses (including without limitation attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the DGCL so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including without limitation service with respect to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 2 of Article IX or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and 2 of this Article IX shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

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     Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article IX is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Company (including without limitation the Board or the Company’s independent legal counsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including without limitation the Board or the Company’s independent legal counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article IX or otherwise shall be on the Company.

     Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Company, any agreement, any vote of stockholders or disinterested directors or otherwise.

     Section 5. Insurance. The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

     Section 6. Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article IX as if such employee or agent were a director or officer of the Company.

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Signed this 6^th day of July, 2006.

      /s/ John M. Donnan

John M. Donnan, Vice President, Secretary

& General Counsel

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EX-3.2

Exhibit 3.2

KAISER ALUMINUM CORPORATION

BYLAWS

as adopted and in
effect on July 6, 2006

TABLE OF CONTENTS

	Page
STOCKHOLDERS MEETINGS		1
1. Time and Place of Meetings		1
2. Annual Meeting		1
3. Special Meetings		1
4. Notice of Meetings		1
5. Inspectors		2
6. Quorum		2
7. Voting; Proxies		2
8. Order of Business		2
DIRECTORS		4
9. Function		4
10. Number, Election and Terms		4
11. Vacancies and Newly Created Directorships		4
12. Removal		5
13. Nominations of Directors; Election		5
14. Resignation		6
15. Regular Meetings		6
16. Special Meetings		6
17. Quorum		6
18. Written Action		7
19. Participation in Meetings by Remote Communications		7
20. Committees		7
21. Compensation		7
22. Rules		7
NOTICES		8
23. Generally		8
24. Waivers		8
OFFICERS		8
25. Generally		8
26. Compensation		8
27. Succession		8
28. Authority and Duties		9
29. Execution of Documents and Action with Respect to Ownership Interests In Other Entities		9
STOCK		9
30. Certificates		9
31. Classes of Stock		9
32. Lost, Stolen or Destroyed Certificates		9
33. Record Dates		10

TABLE OF CONTENTS
(continued)

	Page
GENERAL		10
34. Fiscal Year		10
35. Seal		10
36. Reliance Upon Books, Reports and Records		10
37. Time Periods		11
38. Amendments		11

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STOCKHOLDERS MEETINGS

     1. Time and Place of Meetings. All meetings of the stockholders for the election of the members (the “Directors”) of the Board of Directors of the Company (the “Board”) or for any other purpose will be held at such time and place, within or without the State of Delaware, as may be designated by the Board or, in the absence of a designation by the Board, the Chairman of the Board (the “Chairman”), the Chief Executive Officer, the President or the Secretary, and stated in the notice of meeting. Notwithstanding the foregoing, the Board may, in its sole discretion, determine that meetings of the stockholders shall not be held at any place, but may instead be held by means of remote communications, subject to such guidelines and procedures as the Board may adopt from time to time. The Board may postpone and reschedule any previously scheduled annual or special meeting of the stockholders.

     2. Annual Meeting. An annual meeting of the stockholders will be held at such date and time as may be designated from time to time by the Board, at which meeting the stockholders will elect by a plurality vote the Directors to succeed those Directors whose terms expire at such meeting and will transact such other business as may properly be brought before the meeting in accordance with Bylaw 8.

     3. Special Meetings. Special meetings of the stockholders may be called only by (i) the Chairman, (ii) the Chief Executive Officer, (iii) the President, or (iv) the Secretary within 10 calendar days after receipt of the written request of a majority of the total number of Directors that the Company would have if there were no vacancies (the “Whole Board”). Any such request by a majority of the Whole Board must be sent to the Chairman, the Chief Executive Officer, the President and the Secretary and must state the purpose or purposes of the proposed meeting. Special meetings of holders of the outstanding preferred stock, $0.01 par value per share, of the Company (the “Preferred Stock”), if any, may be called in the manner and for the purposes provided in the applicable Preferred Stock Designation (as defined in the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”)).

     4. Notice of Meetings. Written notice of every meeting of the stockholders, stating the place, if any, date and time thereof, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be given not less than 10, nor more than 60, calendar days before the date of the meeting to each stockholder of record entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, must be given in conformity herewith. At any adjourned meeting, any business may be transacted which properly could have been transacted at the original meeting.

     5. Inspectors. The Board, the Chairman or the Chief Executive Officer may appoint one or more inspectors of election to act as judges of the voting and to determine those persons entitled to vote at any meeting of the stockholders, or any adjournment thereof, in advance of such meeting. The Board, the Chairman or the Chief Executive Officer may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer of the meeting may appoint one or more substitute inspectors.

     6. Quorum. Except as otherwise provided by law or in a Preferred Stock Designation, the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business thereat. If, however, such quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, will have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

     7. Voting; Proxies. Except as otherwise provided by law, by the Certificate of Incorporation, or in a Preferred Stock Designation, each stockholder will be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Company on the record date for the meeting and such votes may be cast either in person or by proxy. Every proxy must be authorized in a manner permitted by Section 212 of the General Corporation Law of the State of Delaware or any successor provision. Without affecting any vote previously taken, a stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person, by revoking the proxy by giving notice to the Secretary of the Company, or by a later appointment of a proxy. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless otherwise required by the Certificate of Incorporation or these Bylaws or unless the Board, the Chairman, the Chief Executive Officer or the presiding officer of the meeting or the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting otherwise determine. Every vote taken by written ballot will be counted by the inspectors of election. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter and which has actually been voted will be the act of the stockholders, except in the election of Directors or as otherwise provided in these Bylaws, the Certificate of Incorporation or a Preferred Stock Designation or by law.

     8. Order of Business. (a) The Chairman, or such other officer of the Company designated by a majority of the Whole Board, will call meetings of the stockholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board prior to the meeting, the presiding officer of the meeting of the stockholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting, including without limitation by imposing restrictions on the persons (other than stockholders of the Company or their duly appointed proxies) that may attend any such stockholders’ meeting, by ascertaining whether any stockholder or his or her proxy may be excluded from any meeting of the stockholders based upon any determination by the presiding officer, in his or her sole discretion, that any such person has disrupted or is likely to disrupt the

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proceedings thereat, and by determining the circumstances in which any person may make a statement or ask questions at any meeting of the stockholders.

     (b) At an annual meeting of the stockholders, only such business will be conducted or considered as is properly brought before the annual meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of the annual meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Bylaw 4, (ii) otherwise properly brought before the annual meeting by the presiding officer or by or at the direction of a majority of the Whole Board, or (iii) otherwise properly requested to be brought before the annual meeting by a stockholder of the Company in accordance with Bylaw 8(c).

     (c) For business to be properly requested by a stockholder to be brought before an annual meeting, (i) the stockholder must be a stockholder of the Company of record at the time of the giving of the notice for such annual meeting provided for in these Bylaws, (ii) the stockholder must be entitled to vote at such meeting, (iii) the stockholder must have given timely notice thereof in writing to the Secretary, and (iv) if the stockholder, or the beneficial owner on whose behalf any business is brought before the meeting, has provided the Company with a Proposal Solicitation Notice, as that term is defined in this Bylaw 8(c), such stockholder or beneficial owner must have delivered a proxy statement and form of proxy to the holders of at the least the percentage of shares of the Company entitled to vote required to approve such business that the stockholder proposes to bring before such annual meeting and included in such materials the Proposal Solicitation Notice. Except as otherwise provided by law, to be timely a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60, nor more than 90, calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if there was no annual meeting in the preceding year or the date of the annual meeting is advanced more than 30 calendar days prior to, or delayed by more than 30 calendar days after, the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting and the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting (A) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the Company’s books, of the stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (C) the class and series and number of shares of capital stock of the Company that are owned beneficially and/or of record by the stockholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings among such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, (E) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares of the Company entitled to vote required to approve the proposal (an affirmative statement

3

of such intent, a “Proposal Solicitation Notice”), and (F) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the annual meeting. Notwithstanding the foregoing provisions of this Bylaw 8(c), a stockholder must also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”) with respect to the matters set forth in this Bylaw 8(c), including without limitation any such rules or regulations relating to the delivery of a proxy statement and form of proxy. For purposes of this Bylaw 8(c) and Bylaw 13, “public disclosure” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or furnished by the Company to stockholders. Nothing in this Bylaw 8(c) will be deemed to affect any rights of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     (d) At a special meeting of stockholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Chairman, the Chief Executive Officer, the President or a majority of the Whole Board in accordance with Bylaw 4 or (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board.

     (e) The determination of whether any business sought to be brought before any annual or special meeting of the stockholders is properly brought before such meeting in accordance with this Bylaw 8 will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly brought before such meeting, he or she will so declare to the meeting and any such business will not be conducted or considered.

DIRECTORS

     9. Function. The business and affairs of the Company will be managed under the direction of its Board.

     10. Number, Election and Terms. Subject to the rights, if any, of any series of Preferred Stock specified in a Preferred Stock Designation, and to the minimum and maximum number of authorized Directors provided in the Certificate of Incorporation, the authorized number of Directors may be determined from time to time only (i) by a vote of a majority of the Whole Board or (ii) by the affirmative vote of the holders of at least 67% of the outstanding Voting Stock, voting together as a single class. The Directors, other than those who may be elected by the holders of any series of the Preferred Stock, will be classified with respect to the time for which they severally hold office in accordance with the Certificate of Incorporation.

     11. Vacancies and Newly Created Directorships. Subject to the rights, if any, of the holders of any series of Preferred Stock specified in a Preferred Stock Designation, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause will be

4

filled solely by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board, or by a sole remaining Director. Any Director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor is elected and qualified, or until his or her earlier death, resignation, disqualification or removal. No decrease in the number of Directors constituting the Board will shorten the term of an incumbent Director.

     12. Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock specified in a Preferred Stock Designation, any Director may be removed from office by the stockholders only in the manner provided in the Certificate of Incorporation.

     13. Nominations of Directors; Election. (a) Subject to the rights, if any, of the holders of any series of Preferred Stock specified in a Preferred Stock Designation, stockholders may elect Directors at, and only at, an annual meeting of stockholders, and only persons who are nominated in accordance with this Bylaw 13 will be eligible for election as Directors at a meeting of stockholders.

     (b) Nominations of persons for election as Directors may be made only at an annual meeting of stockholders (i) by or at the direction of the Board or a committee thereof or (ii) by any stockholder that is a stockholder of record at the time it gives the notice provided for in this Bylaw 13, who is entitled to vote for the election of Directors at such annual meeting, and who complies with the procedures set forth in this Bylaw 13. If a stockholder, or a beneficial owner on whose behalf any such nomination is made, has provided the Company with a Nomination Solicitation Notice, as that term is defined below in this Bylaw 13, such stockholder or beneficial owner must have delivered a proxy statement and form of proxy to the holders of at least the percentage of shares of the Company entitled to vote required to approve such nomination and included in such materials the Nomination Solicitation Notice (as defined below). All nominations by stockholders must be made pursuant to timely notice in proper written form to the Secretary.

     (c) Except as otherwise provided by law, to be timely a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60, nor more than 90, calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if there was no annual meeting in the preceding year or if the date of the annual meeting is advanced more than 30 calendar days prior to or delayed by more than 30 calendar days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting and the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. To be in proper written form, such stockholder’s notice must set forth or include: (i) the name and address, as they appear on the Company’s books, of the stockholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the stockholder giving the notice

5

is a holder of record of stock of the Company entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice; (iii) the class and number of shares of stock of the Company owned beneficially and/or of record by the stockholder giving the notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the stockholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder giving the notice; (v) such other information regarding each nominee proposed by the stockholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board; (vi) the signed consent of each nominee to serve as a Director of the Company if so elected; and (vii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares of the Company entitled to vote required to elect such nominee or nominees (an affirmative statement of such intent, a “Nomination Solicitation Notice”). The presiding officer of any annual meeting will, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Bylaw 13, and if he or she should so determine, he or she will so declare to the meeting and the defective nomination will be disregarded. Notwithstanding the foregoing provisions of this Bylaw 13, a stockholder must also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Bylaw 13, including without limitation any such rules or regulations relating to the delivery of a proxy statement and form of proxy.

     14. Resignation. Any Director may resign at any time by giving notice in writing or by electronic transmission of his or her resignation to the Chairman, the Chief Executive Officer, the President or the Secretary. Any resignation will be effective upon actual receipt by any such person or, if later, as of the date and time specified in such written notice.

     15. Regular Meetings. Regular meetings of the Board may be held immediately after the annual meeting of the stockholders and at such other time and place either within or without the State of Delaware as may from time to time be determined by the Board. Notice of regular meetings of the Board need not be given.

     16. Special Meetings. Special meetings of the Board may be called by the Chairman or the Chief Executive Officer on one day’s notice to each Director by whom such notice is not waived and will be called by the Chairman or the Chief Executive Officer, on like notice, on the written request of a majority of the Whole Board. Special meetings of the Board may be held at such time and place either within or without the State of Delaware as is determined by the Board or specified in the notice of any such meeting.

     17. Quorum. At all meetings of the Board, a majority of the Whole Board will constitute a quorum for the transaction of business. Except for the designation of committees as hereinafter provided and except for actions required by these Bylaws or the Certificate of Incorporation to be taken by a majority of the Whole Board, the act of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board. If a quorum is not

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present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum is present.

     18. Written Action. Any action required or permitted to be taken at any meeting of the Board or any committee designated by the Board may be taken without a meeting if all members of the Board or any such committee, as the case may be, consent thereto in writing or by electronic transmission, and such consent is to be filed with the minutes or proceedings of the Board or such committee.

     19. Participation in Meetings by Remote Communications. Members of the Board or any committee designated by the Board may participate in a meeting of the Board or any such committee, as the case may be, by means of telephone conference or other means by which all persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at the meeting.

     20. Committees. (a) The Board, by resolution passed by a majority of the Whole Board, may designate one or more committees. Except as otherwise provided in these Bylaws or by law, any committee of the Board, to the extent provided by resolution adopted by the Board, will have and may exercise all the powers and authority of the Board in the direction or the management of the business and affairs of the Company.

     (b) Each committee of the Board will consist of one or more Directors and will have such lawfully delegable powers and duties as the Board may confer. Any such committee designated by the Board will have such name as may be determined from time to time by resolution adopted by the Board. Unless otherwise prescribed by the Board, a majority of the members of any committee of the Board will constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum will be the act of such committee. Each committee of the Board may prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and will keep a written record of all actions taken by it.

     (c) The members of each committee of the Board will serve in such capacity at the pleasure of the Board or as may be specified in any resolution from time to time adopted by the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee.

     21. Compensation. The Board may establish the compensation for, and reimbursement of the expenses of, Directors for membership on the Board and on committees of the Board, attendance at meetings of the Board or committees of the Board, and for other services by Directors to the Company or any of its majority-owned subsidiaries.

     22. Rules. The Board may adopt rules and regulations for the conduct of meetings and the oversight of the management of the affairs of the Company.

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NOTICES

     23. Generally. Except as otherwise provided by law, these Bylaws or the Certificate of Incorporation, whenever by law or under the provisions of the Certificate of Incorporation or these Bylaws notice is required to be given to any Director or stockholder, such notice may be given (i) in person, (ii) by mail or courier service, addressed to such Director or stockholder, at the address of such Director or stockholder as it appears on the records of the Company, with postage thereon prepaid, or (iii) by telephone, facsimile, electronic transmission or similar means of communication. Any notice will be deemed to be given at the time when the same is deposited in the United States mail, to the extent mailed, or when transmitted, to the extent given by telephone, facsimile, electronic transmission or similar means of communication.

     24. Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, will be deemed equivalent to such notice. Attendance of a person at a meeting will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

OFFICERS

     25. Generally. The officers of the Company will be elected by the Board and will consist of a Chairman, a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board may also choose any or all of the following: one or more Vice Chairmen, one or more Vice Presidents (who may be given particular designations with respect to authority, function or seniority), one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board may from time to time determine. Notwithstanding the foregoing, by specific action the Board may authorize the Chairman to appoint any person to any office other than Chairman, Chief Executive Officer, President, Secretary or Treasurer. Any number of offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board may determine. In the case of the absence or disability of any officer of the Company or for any other reason deemed sufficient by the Board, the Board may delegate the absent or disabled officer’s powers or duties to any other officer or to any Director.

     26. Compensation. The compensation of all executive officers of the Company, as well as all officers and agents of the Company who are also Directors, will be fixed by the Board or by a committee of the Board. The Board may fix or delegate the power to fix, the compensation of other officers and agents of the Company to an officer of the Company.

     27. Succession. Each officer of the Company will hold office until their successors are elected and qualified, or until his or her earlier death, resignation, disqualification or removal. Any officer may be removed at any time by the affirmative vote of a majority of the Whole Board. Any vacancy occurring in any office of the Company may be filled by the Board or by the Chairman as provided in Bylaw 25.

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     28. Authority and Duties. Each of the officers of the Company will have such authority and will perform such duties as are customarily incident to their respective offices or as may be specified from time to time by the Board.

     29. Execution of Documents and Action with Respect to Ownership Interests In Other Entities. The Chief Executive Officer shall have, and is hereby given, full power and authority, except as otherwise required by law or directed by the Board or the stockholders of the Company, (i) to execute, on behalf of the Company, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Company, applications, consents, proxies and other powers of attorney, and other documents and instruments and (ii) to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of holders of the securities of or other ownership interests in any other corporation or entity in which the Company may hold securities or other ownership interests (or with respect to any action of such holders) and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities of or other ownership interests in such other corporation or entity. The Chief Executive Officer may delegate to other officers, employees and agents of the Company the power and authority to take any action which the Chief Executive Officer is authorized to take under this Bylaw 29, with such limitations as the Chief Executive Officer may specify; such authority so delegated by the Chief Executive Officer shall not be re-delegated by the person to whom such execution authority has been delegated.

STOCK

     30. Certificates. Certificates representing shares of stock of the Company will be in such form as is determined by the Board, subject to applicable legal requirements. Each such certificate will be numbered and its issuance recorded in the books of the Company, and such certificate will exhibit the holder’s name and the number of shares and will be signed by, or in the name of, the Company by the Chairman or the President and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the facsimile signature of, a duly authorized officer or agent of any properly designated transfer agent of the Company. Any or all of the signatures and the seal of the Company, if any, upon such certificates may be facsimiles, engraved or printed. Such certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be such officer at the time the certificates are issued and delivered.

     31. Classes of Stock. The designations, powers, preferences and relative participating, optional or other special rights of the various classes of stock or series thereof, and the qualifications, limitations or restrictions thereof, will be set forth in full or summarized on the face or back of the certificates which the Company issues to represent its stock or, in lieu thereof, such certificates will set forth the office of the Company from which the holders of certificates may obtain a copy of such information at no charge.

     32. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen

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or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the Secretary may require the owners of such lost, stolen or destroyed certificate or certificates to give the Company a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

     33. Record Dates. (a) In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which will not be more than 60 nor less than 10 calendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the calendar day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the calendar day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

     (b) In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date will not be more than 60 calendar days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the calendar day on which the Board adopts the resolution relating thereto.

     (c) The Company will be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes, and will not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Company has notice thereof, except as expressly provided by applicable law.

GENERAL

     34. Fiscal Year. The fiscal year of the Company will end on December 31^st of each year or such other date as may be fixed from time to time by the Board.

     35. Seal. The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

     36. Reliance Upon Books, Reports and Records. Each Director, each member of a committee designated by the Board and each officer of the Company will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Company’s officers or employees, or committees of the Board, or by any other person as to matters the Director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

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     37. Time Periods. In applying any provision of these Bylaws that requires that an act be performed or not be performed a specified number of days prior to an event or that an act be performed during a period of a specified number of days prior to an event, calendar days will be used unless otherwise specified, the day of the doing of the act will be excluded, and the day of the event will be included.

     38. Amendments. Except as otherwise provided by law or by the Certificate of Incorporation or these Bylaws, these Bylaws or any of them may be amended in any respect or repealed at any time, either (i) at any meeting of stockholders, provided that any amendment or supplement proposed to be acted upon at any such meeting has been described or referred to in the notice of such meeting, or (ii) at any meeting of the Board, provided that no amendment adopted by the Board may vary or conflict with any amendment adopted by the stockholders in accordance with the Certificate of Incorporation and these Bylaws. Notwithstanding the foregoing and anything contained in these Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11, 12, 13 and 38 may not be amended or repealed by the stockholders, and no provision inconsistent therewith may be adopted by the stockholders, without the affirmative vote of the holders of at least 67% of the outstanding Voting Stock, voting together as a single class.

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EX-4.1

Exhibit 4.1

STOCK TRANSFER RESTRICTION AGREEMENT

     This STOCK TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated as of July 6, 2006, is made by and between (a) Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), and (b) National City Bank, solely in its capacity as trustee (the “VEBA Trustee”) under the VEBA Trust (as defined below), and is agreed to by Independent Fiduciary Services, Inc., in its capacity as independent fiduciary (the “Independent Fiduciary”) of the Retiree Plan (as defined below) with respect to Discretionary Management (as defined below) of the Company’s common stock, par value $0.01 per share (the “New Common Stock”), held by the VEBA Trust.

RECITALS

     WHEREAS, pursuant to (a) the Joint Plan of Reorganization of the Company, Kaiser Aluminum & Chemical Corporation (“KACC”) and certain of their debtor affiliates (the “Plan”) filed pursuant to Section 1121(a) of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) and confirmed by an order of the United States Bankruptcy Court for the District of Delaware entered on February 6, 2006, which confirmation order was affirmed by an order of the United States District Court for the District of Delaware entered on May 11, 2006, and (b) those certain agreements entered into between KACC and each of the United Steelworkers of America, AFL-CIO, CLC, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers, and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC (collectively, the “Unions”) pursuant to Sections 1113 and 1114 of the Bankruptcy Code, the Company was obligated to contribute to the VEBA Trust 11,439,900 shares of New Common Stock on the effective date of the Plan (the “Effective Date”);

     WHEREAS, prior to the Effective Date, pursuant to the terms of the Protocol for Pre-Effective Date Sales approved by an order of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered on April 24, 2006, which Protocol for Pre-Effective Date Sales was amended and restated by an order of the Bankruptcy Court entered on June 5, 2006 (as amended and restated, the “Protocol”), the VEBA Trust sold to certain Persons (as defined below) portions of its interest in the shares of New Common Stock to be contributed to the VEBA Trust on the Effective Date;

     WHEREAS, in accordance with the terms of the Plan and the Protocol, on the Effective Date, the Company issued shares of New Common Stock as follows: (a) to the VEBA Trust, 8,809,900 shares and (b) to other Persons in accordance with the instructions of the VEBA Trust, an aggregate of 2,630,000 shares.

     WHEREAS, after giving effect to the Plan, the Company had substantial U.S. net operating loss carryovers (the “NOLs”), the Company’s retention and use of which will enable the Company to preserve cash, which should ultimately give it greater flexibility going forward, enabling it to undertake actions that may enhance value;

     WHEREAS, it is in the mutual best interests of the Company and the VEBA Trust, as a significant stockholder of the Company, that the Company retain and utilize such NOLs to the extent possible;

     WHEREAS, the Company’s ability to retain or make full use of the NOLs is dependent, in part, on whether the Company experiences an “ownership change” within the meaning of the relevant provisions of the Internal Revenue Code of 1986, as amended, following the Effective Date;

     WHEREAS, the VEBA Trust received a sufficient number of shares of New Common Stock pursuant to the Plan such that agreement with them to restrictions on transfer of such shares following the Effective Date would help to ensure that an “ownership change” will not occur until the NOLs are fully utilized;

     WHEREAS, the certificate of incorporation of the Company, as amended and restated in accordance with the Plan (the “Certificate of Incorporation”), contains provisions designed to ensure that an “ownership change” will not occur until the NOLs are fully utilized, and such provisions contemplate an agreement between the Company and the VEBA Trust regarding restrictions on the transfer of shares of New Common Stock by the VEBA Trust;

     WHEREAS, rapid or otherwise disorderly sales of substantial portions of the outstanding New Common Stock could adversely affect the market price for the New Common Stock, as could the ability of the VEBA Trust, as a significant stockholder of the Company, to sell shares of New Common Stock freely in large blocks; and

     WHEREAS, in order to maximize the value that the reorganized company’s stockholders (including the VEBA Trust) may ultimately receive for their shares in the public market, it is appropriate for the VEBA Trust to agree to certain restrictions on transfer.

AGREEMENTS

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows:

Article I. Definitions and Certain Interpretative Matters

     1.1 Definitions. For purposes of this Agreement, the following terms have the following meanings:

          (a) “Agreement”: As defined in the introductory paragraph hereof.

          (b) “Bankruptcy Code”: As defined in the Recitals.

          (c) “Bankruptcy Court”: As defined in the Recitals.

          (d) “Certificate of Incorporation”: As defined in the Recitals.

          (e) “Company”: As defined in the introductory paragraph hereof.

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          (f) “Discretionary Management”: The extent to which the Independent Fiduciary is permitted to exercise authority and control over New Common Stock held by the VEBA Trust under the documents governing the VEBA Trust.

          (g) “Effective Date”: As defined in the Recitals.

          (h) “Independent Fiduciary”: As defined in the introductory paragraph hereof.

          (i) “KACC”: As defined in the Recitals.

          (j) “New Common Stock”: As defined in the introductory paragraph hereof.

          (k) “NOLs”: As defined in the Recitals.

          (l) “Person”: Any individual, corporation, general or limited partnership, limited liability company, joint venture, trust or other entity or association, including without limitation any governmental authority.

          (m) “Protocol”: As defined in the Recitals.

          (n) “Restriction Release Date”: As defined in the Certificate of Incorporation.

          (o) “Restriction Period”: The period commencing on the Effective Date and ending on the Restriction Release Date.

          (p) “Retiree Plan”: The retiree health plan known as the “VEBA for Retirees of Kaiser Aluminum.”

          (q) “Transfer”: Any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition.

          (r) “Unions”: As defined in the Recitals.

          (s) “VEBA Trust”: The trust that provides benefits for certain eligible retirees of KACC represented by the Unions (or their successors) and their surviving spouses and eligible dependents.

          (t) “VEBA Trustee”: As defined in the introductory paragraph hereof.

     1.2 Certain Interpretative Matters. Unless the context otherwise requires, (a) all references to Articles or Sections are to Articles or Sections of this Agreement, (b) each term defined in this Agreement has the meaning assigned to it, (c) all uses of “herein,” “hereto,” “hereof” and words similar thereto in this Agreement refer to this Agreement in its entirety, and not solely to the Article, Section or provision in which it appears, (d) “or” is disjunctive but not necessarily exclusive, and (e) words in the singular include the plural and vice versa.

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Article II. Restrictions on Transfers

     2.1 Preliminary Acknowledgment: The VEBA Trustee acknowledges and agrees to comply with Section 4 of Article IV of the Certificate of Incorporation.

     2.2 Restrictions on Transfer During Restriction Period. During the Restriction Period, unless otherwise approved in accordance with clause (A) of paragraph (a)(2) of Section 4 of Article IV of the Certificate of Incorporation, the VEBA Trustee will not effect or cause to be effected any Transfer of any shares of New Common Stock received by the VEBA Trust pursuant to the Plan unless the number of such shares to be included in such Transfer, together with the number of such shares included in all other Transfers by the VEBA Trust that have occurred (or, pursuant to Section 2.3, are deemed to have occurred) during the 12 months immediately preceding such Transfer, is not more than 15% of the total number of shares of New Common Stock received by the VEBA Trust pursuant to the Plan.

     2.3 Pre-Effective Date Transactions. Unless (a) the Company otherwise agrees or (b) it is determined in a ruling by the Internal Revenue Service that any such Transfer does not constitute a Transfer of shares of New Common Stock on or following the Effective Date for purposes of the applicable limitations of section 382 of the Internal Revenue Code, for purposes of determining whether any Transfer by the VEBA Trust is permissible under Section 2.2 or Section 2.6 the shares of New Common Stock attributable to a Transfer prior to the Effective Date of portions of its interest in the 11,439,900 shares of Common Stock that the Company was obligated to contribute to the VEBA Trust on the Effective Date will be deemed to have been received by the VEBA Trust pursuant to the Plan on the Effective Date and thereafter Transferred by the VEBA Trust at the earliest possible date or dates such Transfer would have been permitted under Section 2.2, beginning with the day immediately succeeding the Effective Date (the “Initial Deemed Sale Date”), and, in the case of a Transfer under Section 2.6, prior to such Transfer under Section 2.6. For purposes of applying the preceding sentence to Section 2.2, (x) in the event that the amounts otherwise deemed sold by the VEBA Trust on the Initial Deemed Sale Date exceed the maximum amount permitted to be sold pursuant to Section 2.2 during the first 12 months after the Effective Date, such maximum amount will be deemed to be sold on the Initial Deemed Sale Date and such excess will be deemed sold on the first anniversary of the Initial Deemed Sale Date, and (y) in the event that the amounts otherwise deemed sold on any anniversary of the Initial Deemed Sale Date exceed the maximum amount permitted to be sold pursuant to Section 2.2 on such anniversary of the Initial Deemed Sale Date, such maximum amount will be deemed to be sold on such anniversary of the Initial Deemed Sale Date and such excess will be deemed sold on the next succeeding anniversary of the Initial Deemed Sale Date.

     2.4 Legend. Each stock certificate representing any of the shares of New Common Stock received by the VEBA Trust pursuant to the Plan will bear a legend indicating the existence of this Agreement and of the restrictions on transfer imposed hereby.

     2.5 Certain Reports. Prior to the Restriction Release Date, within 10 days following each anniversary of the Effective Date, the VEBA Trustee will deliver to the Company a written notice setting forth (a) the number of shares of New Common Stock received by it pursuant to the Plan on or prior to such anniversary date; (b) for each Transfer that has occurred during the

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12-month period ending on such anniversary date, (i) the number of shares of New Common Stock included in such Transfer and (ii) the date of such Transfer; and (c) the maximum number of shares of New Common Stock that the VEBA Trustee believes may be included in Transfers during the 12-month period following such anniversary date without violating this Agreement.

     2.6 Registration Rights Agreement. Simultaneously with the execution and delivery of this Agreement, the parties hereto are entering into a Registration Rights Agreement with respect to shares of New Common Stock received by (i) the VEBA Trust pursuant to the Plan and (ii) certain parties that, in accordance with the Protocol, purchased from the VEBA Trust interests entitling them to receive shares that otherwise would have been issuable to the VEBA Trust. Notwithstanding the provisions of Section 2.2:

(a) (i) the Transfer of shares of New Common Stock by the VEBA Trust in an underwritten offering contemplated by Section 2.1 of such Registration Rights Agreement may include up to a number of shares of New Common Stock equal to 30% of the total number of shares of New Common Stock received (or, pursuant to Section 2.3, deemed received) by the VEBA Trust pursuant to the Plan; provided that (x) such number of shares of New Common Stock is not more than (A) 45% of the total number of shares of New Common Stock received (or, pursuant to Section 2.3, deemed received) by the VEBA Trust pursuant to the Plan less (B) the number of shares included in all other Transfers previously effected (or, pursuant to Section 2.3, deemed effected) by the VEBA Trust during the 36 months immediately preceding such Transfer or the period commencing on the Effective Date and ending immediately prior to such Transfer, whichever period is shorter and (y) the shares of New Common Stock requested to be included in such underwritten offering by the VEBA Trust have a market value of not less than $60.0 million on the date such request is made; and

(ii) in the event no underwritten offering contemplated by Section 2.1 of such Registration Rights Agreement has been effected, the Transfer of shares of New Common Stock by the VEBA Trust in an underwritten offering contemplated by Section 3.5 of such Registration Rights Agreement may include up to a number of shares of New Common Stock equal to (A) 45% of the total of shares of New Common Stock received (or, pursuant to Section 2.3, deemed received) by the VEBA Trust pursuant to the Plan less (B) the number of shares included in all other Transfers previously effected (or, pursuant to Section 2.3, deemed effected) by the VEBA Trust during the 36 months immediately preceding such Transfer or the period commencing on the Effective Date and ending immediately prior to such Transfer, whichever period is shorter; provided that (w) no underwritten offering contemplated by Section 3.5 of such Registration Right Agreement has been previously effected, (x) the demand for such underwritten offering is made by the Union VEBA between March 31, 2007 and April 1, 2008, and (y) the shares of New Common Stock requested to be included in such underwritten offering by the VEBA Trust

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have a market value of not less than $60.0 million on the date such request is made; and

          (b) in the event that the Transfer by the VEBA Trust of shares of New Common Stock in such an offering includes a number of such shares greater than the number of such shares that the VEBA Trust could so include under Section 2.2 absent this Section 2.6, then for purposes of determining whether any future Transfer of shares of New Common Stock by the VEBA Trust is permissible under Section 2.2, the VEBA Trust will be deemed to have effected the Transfer of such excess shares at the earliest possible date or dates the VEBA Trust would have been permitted to effect such Transfer under Section 2.2 absent this Section 2.6.

Article III. Miscellaneous

     3.1 Notices. All notices, requests, claims, demands and other communications hereunder will be in writing and will be given or made by delivery in person, by overnight courier, by facsimile transmission, by electronic transmission or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party specified in a notice given in accordance with this Section 3.1):

(a)	If to the Company:
	Kaiser Aluminum Corporation 27422 Portola Parkway, Suite 350 Foothill Ranch, California 92610 Facsimile: 949-614-1930 Attention: Corporate Secretary E-mail: john.donnan@kaiseraluminum.com
	with a copy to:
	Jones Day 2727 N. Harwood Street Dallas, Texas 75223 Facsimile: 214-969-5100 Attention: Troy B. Lewis, Esq. E-mail: tblewis@jonesday.com
(b)	If to the VEBA Trustee:
	National City Bank Taft-Hartley Services 20 Stanwix Street Pittsburgh, Pennsylvania 15222 Facsimile: 412-644-6153 Attention: Gary R. Chontos E-mail: gary.chontos@allegiantgroup.com

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	with a copy to:
	National City Bank 1900 East Ninth Street, Loc.01-2174 Cleveland, OH 44114 Attn: John W. Boyd E-mail: john.boyd@nationalcity.com
	with a copy to:
	Allegiant Asset Management Company 200 Public Square, 5th Floor Cleveland, OH 44114 Attn: Robert V. Kline E-mail: robert.kline@allegiantgroup.com
	with a copy to:
	Bredhoff & Kaiser, P.L.L.C. 805 Fifteenth Street, N.W. Washington, D.C. 20005 Facsimile: 202-842-1888 Attention: Douglas L. Greenfield E-mail: dgreenfield@bredhoff.com
(c)	If to the Independent Fiduciary:
	Independent Fiduciary Services, Inc. 805 15th Street, N.W., Suite 1120 Washington, D.C. 20005 Facsimile: 202-898-1819 Attention: Samuel W. Halpern E-mail: shalpern@independentfiduciary.com
	with a copy to:
	Kilpatrick Stockton LLP 607 14th Street, N.W., Suite 900 Washington, D.C. 20005 Facsimile: 202-585-0024 Attention: Steven J. Sacher E-mail: ssacher@kilpatrickstockton.com

All such notices and communications will be deemed to have been delivered or given upon receipt, if delivered personally, by electronic transmission or by overnight courier; when receipt is acknowledged, if sent by facsimile transmission and three business days after being deposited in the mail, if mailed.

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     3.2 Assignment. Neither of the parties to this Agreement will assign or delegate any of their respective rights or obligations under this Agreement without the prior written consent of each of the other parties hereto. The parties intend that the terms of this Agreement apply to any successor to the VEBA Trustee or the Independent Fiduciary, as applicable, and will use their reasonable best efforts to cause any such successor to agree in writing to become bound by this Agreement.

     3.3 No Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement will be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     3.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

     3.5 Amendment and Waiver. This Agreement may not be amended or modified except by an instrument in writing signed by both of the parties to this Agreement and assented to and acknowledged by the Independent Fiduciary, and no provision hereof may be waived unless the waiver is signed by the party against which enforcement of the waiver is sought.

     3.6 Counterparts. This Agreement may be executed by facsimile signature and in any number of counterparts, each such counterpart to be deemed an original and all such counterparts, taken together, to constitute one instrument.

     3.7 Severability. If any term or other provision of this Agreement is invalid, illegal or unenforceable under any law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect. Upon a determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision.

     3.8 Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

     3.9 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties will be entitled to specify performance of the terms hereof, in addition to any other remedy at law or equity.

     3.10 Further Assurances. The parties hereto will do such further acts and things necessary to ensure that the terms of this Agreement are carried out and observed.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above.

KAISER ALUMINUM CORPORATION
By:	/s/ John M. Donnan
	John M. Donnan, Vice President, Secretary
	& General Counsel
NATIONAL CITY BANK,
solely in its capacity as VEBA Trustee under the VEBA Trust and not individually
By:	/s/ Mark O. Minar
	Name:  Mark O. Minar
	Title:  Vice President

ASSENT AND ACKNOWLEDGEMENT

The undersigned, by assenting to and acknowledging this Agreement, agrees not to direct or otherwise cause the VEBA Trustee to take any action in violation of the terms of this Agreement:

INDEPENDENT FIDUCIARY SERVICES, INC.,

in its capacity as Independent Fiduciary of the Retiree Plan in respect of Discretionary Management of the New Common Stock held by the VEBA Trust.

By:	/s/ Samuel W. Halpern
	Samuel W. Halpern, Executive Vice President

EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

dated as of

July 6, 2006

by and among

Kaiser Aluminum Corporation

and

The Persons Listed on the

Signature Pages Attached Hereto

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS AND CERTAIN INTERPRETATIVE MATTERS		2
1.1	Definitions		2
1.2	Certain Interpretative Matters		5
ARTICLE II.	DEMAND REGISTRATION		5
2.1	Filing of a Demand Registration Statement		5
2.2	Manner of Distribution pursuant to the Demand Registration Statement		6
2.3	Blackout Period with respect to Demand Registration		6
2.4	Selection of Underwriters		7
ARTICLE III.	SHELF REGISTRATION		7
3.1	Filing of a Shelf Registration Statement		7
3.2	Certain Limitations		8
3.3	Manner of Distribution pursuant to a Shelf Registration Statement		9
3.4	Blackout Period with respect to Shelf Registration		9
3.5	Underwritten Offerings under a Shelf Registration Statement		10
ARTICLE IV.	PIGGYBACK REGISTRATION		11
4.1	Right to Piggyback		11
4.2	Priority on Underwritten Piggyback Registrations		11
4.3	Withdrawal of Piggyback Registration		12
ARTICLE V.	ADDITIONAL PROVISIONS RELATING TO UNDERWRITTEN OFFERINGS		13
5.1	Restrictions on Sale		13
5.2	Participation in Underwritten Offerings		13
ARTICLE VI.	PROCEDURES AND EXPENSES		13
6.1	Registration Procedures		13
6.2	Information from the Holders, the VEBA Trust and the Independent Fiduciary		16
6.3	Suspension of Disposition		16
6.4	Registration Expenses		17
ARTICLE VII.	INDEMNIFICATION		18
7.1	Indemnification by the Company		18
7.2	Indemnification by Holders		19
7.3	Conduct of Indemnification Proceedings		19

 -i-

TABLE OF CONTENTS
(continued)

		Page
7.4	Contribution, etc.		20
7.5	Survival of Indemnification		21
ARTICLE VIII.	RULE 144		21
ARTICLE IX.	CERTAIN OTHER AGREEMENTS		21
ARTICLE X.	MISCELLANEOUS		22
10.1	Notices		22
10.2	Confidentiality		23
10.3	Assignment		24
10.4	No Third-Party Beneficiaries		24
10.5	Entire Agreement		24
10.6	Amendment and Waiver		24
10.7	Counterparts; Facsimile Signatures		24
10.8	Headings		24
10.9	Severability		24
10.10	Governing Law		25
10.11	Specific Performance		25
10.12	Further Assurances		25
10.13	Stock Transfer Restrictions		25

-ii-

REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2006, is made by and among (a) Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), (b) National City Bank, solely in its capacity as trustee (the “VEBA Trustee”) under the VEBA Trust (as defined below), and is agreed to by Independent Fiduciary Services, Inc., in its capacity as independent fiduciary (the “Independent Fiduciary”) of the Retiree Plan (as defined below) with respect to Discretionary Management (as defined below) of the Company’s common stock, par value $0.01 per share (the “New Common Stock”), held by the VEBA Trust, and (c) the Persons (as defined below) identified on Schedule I hereto (collectively, the “VEBA Trust Transferees”).

RECITALS

     WHEREAS, pursuant to (a) the Second Amended Joint Plan of Reorganization of the Company, Kaiser Aluminum & Chemical Corporation (“KACC”) and Certain of Their Debtor Affiliates, as modified, dated September 7, 2005, filed pursuant to Section 1121(a) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and confirmed by an order of the United States Bankruptcy Court for the District of Delaware entered on February 6, 2006, which confirmation order was affirmed by an order of the United States District Court for the District of Delaware entered on May 11, 2006 (the “Plan”), and (b) those certain agreements entered into between KACC and each of the United Steelworkers of America, AFL-CIO, CLC, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers, and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC (collectively, the “Unions”) pursuant to Sections 1113 and 1114 of the Bankruptcy Code, the Company was obligated to contribute to the VEBA Trust 11,439,900 shares of New Common Stock on the effective date of the Plan (the “Effective Date”);

     WHEREAS, prior to the Effective Date, pursuant to the terms of the Protocol for Pre-Effective Date Sales approved by an order of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered on April 24, 2006, which Protocol for Pre-Effective Date Sales was amended and restated by an order of the Bankruptcy Court entered on June 5, 2006 (as amended and restated, the “Protocol”), the VEBA Trust sold to each of the VEBA Trust Transferees and three other Persons a portion of its interest in the shares of New Common Stock to be contributed to the VEBA Trust on the Effective Date;

     WHEREAS, in accordance with the terms of the Plan and the Protocol and the instructions of the VEBA Trust, on the Effective Date, the Company issued shares of New Common Stock as follows: (a) to the VEBA Trust, 8,809,900 shares (the “VEBA Trust Shares”), (b) to the VEBA Trust Transferees, an aggregate of 2,330,000 shares as set forth on Schedule I hereto (the “VEBA Trust Transferee Shares”), and (c) to three other Persons an aggregate of 300,000 shares; and

     WHEREAS, in accordance with the terms of the Plan and the Protocol, the Company desires to provide for the registration of the sale of the Registrable Securities (as defined below) by the Holders (as defined below) on the terms and subject to conditions set forth below.

AGREEMENTS

     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I. Definitions and Certain Interpretative Matters

     1.1 Definitions. For purposes of this Agreement, the following terms have the following meanings:

     (a) “Agreement”: As defined in the introductory paragraph hereof.

     (b) “Bankruptcy Code”: As defined in the Recitals.

     (c) “Bankruptcy Court”: As defined in the Recitals.

     (d) “Business Day”: Any day, other than a Saturday or Sunday, on which national banking institutions in New York, New York, are open.

     (e) “Certificate of Incorporation”: The Amended and Restated Certificate of Incorporation of the Company, as amended from time to time.

     (f) “Company”: As defined in the introductory paragraph hereof.

     (g) “Demand Blackout Period”: Either a Primary Demand Blackout Period or a Secondary Demand Blackout Period.

     (h) “Demand Period”: As defined in Section 2.1(a).

     (i) “Demand Registration Statement”: As defined in Section 2.1(a).

     (j) “Discretionary Management”: The extent to which the Independent Fiduciary is permitted to exercise authority and control over New Common Stock held by the VEBA Trust under the documents governing the VEBA Trust.

     (k) “Effective Date”: As defined in the Recitals.

     (l) “Exchange Act”: The Securities Exchange Act of 1934, as amended.

     (m) “Holders”: Collectively the VEBA Trust, acting through the VEBA Trustee or any successor to the VEBA Trustee at the direction of the Independent Fiduciary or any successor to the Independent Fiduciary, and the VEBA Trust Transferees, in each case for so long as such Person holds Registrable Securities.

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     (n) “Indemnified Party”: As defined in Section 7.3.

     (o) “Indemnifying Party”: As defined in Section 7.3.

     (p) “Independent Fiduciary”: As defined in the introductory paragraph hereof.

     (q) “Initial Shelf Registration Statement”: As defined in Section 3.1(a).

     (r) “KACC”: As defined in the Recitals.

     (s) “Losses”: As defined in Section 7.1.

     (t) “New Common Stock”: As defined in the introductory paragraph hereof.

     (u) “Other Holders”: As defined in Section 4.2.

     (v) “Person”: Any individual, corporation, general or limited partnership, limited liability company, joint venture, trust or other entity or association, including without limitation any governmental authority.

     (w) “Piggyback Notice”: As defined in Section 4.1.

     (x) “Piggyback Registration”: As defined in Section 4.1.

     (y) “Plan”: As defined in the Recitals.

     (z) “Primary Demand Blackout Period”: As defined in Section 2.3(a).

     (aa) “Primary Shelf Blackout Period”: As defined in Section 3.4(a).

     (bb) “Prospectus”: The prospectus included in the applicable Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all amendments (including without limitation post-effective amendments) and including without limitation all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

     (cc) “Protocol”: As defined in the Recitals.

     (dd) “Registrable Securities”: Collectively (i) the VEBA Trust Shares, (ii) the VEBA Trust Transferee Shares, and (iii) any securities paid, issued or distributed on account of any such shares by way of stock dividend, stock split or distribution, or in exchange for or in replacement of any such shares in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Registrable Securities, such securities will irrevocably cease to constitute “Registrable Securities” upon the earliest to occur of: (A) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (B) the date on which the securities are distributed to the public under and in accordance with Rule 144 (or any successor provision) under the Securities Act;

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(C) the date on which the securities may be freely sold publicly without either registration under the Securities Act or compliance with any restrictions, including without limitation restrictions as to volume or manner of sales, under Rule 144 (or any successor provision); (D) the date on which the securities have been transferred to any Person; or (E) the date of which the securities cease to be outstanding.

     (ee) “Registration Statement”: Any registration statement of the Company under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including without limitation the related Prospectus, all amendments and supplements to such registration statement (including without limitation post-effective amendments), and all schedules, all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such registration statement.

     (ff) “Retiree Plan”: The retiree health plan known as “VEBA for Retirees of Kaiser Aluminum.”

     (gg) “Rule 144”: Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

     (hh) “SEC”: The Securities and Exchange Commission.

     (ii) “Secondary Demand Blackout Period”: As defined in Section 2.3(b).

     (jj) “Secondary Shelf Blackout Period”: As defined in Section 3.4(b).

     (kk) “Securities Act”: The Securities Act of 1933, as amended.

     (ll) “Shelf Blackout Period”: Either a Primary Shelf Blackout Period or a Secondary Demand Blackout Period.

     (mm) “Shelf Registration Statement”: The Initial Shelf Registration Statement or a Substitute Shelf Registration Statement, as the case may be.

     (nn) “Substitute Shelf Registration Statement”: As defined in Section 3.1(b).

     (oo) “Substitution Date”: As defined in Section 3.1(b).

     (pp) “Termination Date”: As defined in Section 3.1(a).

     (qq) “Underwritten Demand Offering Notice”: As defined in Section 2.1(b).

     (rr) “Underwritten Offering”: An offering in which securities of the Company are sold to one or more underwriters for reoffering to the public.

     (ss) “Unions”: As defined in the Recitals.

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     (tt) “VEBA Trust”: The trust that provides benefits for certain eligible retirees of KACC represented by the Unions and their surviving spouses and eligible dependents.

     (uu) “VEBA Trustee”: As defined in the introductory paragraph hereof.

     (vv) “VEBA Trust Shares”: As defined in the Recitals.

     (ww) “VEBA Trust Transferee”: As defined in the introductory paragraph hereof.

     (xx) “VEBA Trust Transferee Shares”: As defined in the Recitals.

     1.2 Certain Interpretative Matters. Unless the context otherwise requires, (a) all references to Articles or Sections are to Articles or Sections of this Agreement, (b) each term defined in this Agreement has the meaning assigned to it, (c) all uses of “herein,” “hereto,” “hereof” and words similar thereto in this Agreement refer to this Agreement in its entirety, and not solely to the Article, Section or provision in which it appears, (d) “or” is disjunctive but not necessarily exclusive, and (e) words in the singular include the plural and vice versa. Unless otherwise specified, the use of the term “day” will be deemed to be a calendar day and not a Business Day.

Article II. Demand Registration

     2.1 Filing of a Demand Registration Statement.

          (a) At any time during the period commencing on the Effective Date and ending March 31, 2007 (the “Demand Period”), the VEBA Trust may (and, if so directed by the Independent Fiduciary, will) request in writing that the Company file a Registration Statement covering the resale of its Registrable Securities in an Underwritten Offering (a “Demand Registration Statement”), which request shall specify the number of Registrable Securities held by the VEBA Trust to be included on such Registration Statement. The Company will (i) prepare and file the Demand Registration Statement as promptly as practicable (and, in any event within 90 days) following receipt of such request, (ii) use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing, and (iii) use commercially reasonable efforts to cause the Demand Registration Statement to remain continuously effective during the period commencing on the effectiveness thereof and ending on the date that is 60 days thereafter or such earlier date on which all Registrable Securities covered by the Demand Registration Statement have been sold pursuant thereto (subject to extension pursuant to Section 6.3), all subject to and in accordance with this Article II, Article V and Article VI.

          (b) Upon receipt of a request for the filing of a Demand Registration Statement for an Underwritten Offering pursuant to Section 2.1(a), the Company will promptly deliver written notice of the proposed Underwritten Offering (an “Underwritten Demand Offering Notice”) to each of the VEBA Trust Transferees. Subject to the remaining provisions of this Section 2.1(b), the Company will include on the Demand Registration Statement all Registrable Securities held by a VEBA Trust Transferee with respect to which the Company has

5

received a written request for such inclusion from such VEBA Trust Transferee within 10 days after delivery of the Underwritten Demand Offering Notice, and the Company and the VEBA Trust will cause the managing underwriter or underwriters of the proposed Underwritten Offering pursuant to the Demand Registration Statement to permit such VEBA Trust Transferee to include all such Registrable Securities in such Underwritten Offering on the same terms and conditions as any Registrable Securities included therein by the VEBA Trust. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise the Company, the VEBA Trust and the VEBA Trust Transferees that have requested inclusion of Registrable Securities in such Underwritten Offering that, in its or their good faith judgment, the total number of Registrable Securities that the VEBA Trust and such VEBA Trust Transferees propose to include in such Underwritten Offering exceeds the number of Registrable Securities that can be sold in such Underwritten Offering without being materially detrimental to the success of such Underwritten Offering, then the Company will include on the Demand Registration Statement the full number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without being materially detrimental to the success of such Underwritten Offering allocated on a pro rata basis among the VEBA Trust and such VEBA Trust Transferees based on the relationship of the number of Registrable Securities requested to be included on such Demand Registration Statement by each of them to the total number of Registrable Securities requested to be included on the Demand Registration Statement by all of them (subject to any other agreement between them).

          (c) Use of Available Form. The Demand Registration Statement will be filed on Form S-1 or other appropriate form as the Company is then eligible to use.

          (d) Certain Limitations. Notwithstanding anything contained herein to the contrary, (i) the Company will not be required to take any action pursuant to this Section 2.1 if the Registrable Securities requested to be included on a Demand Registration Statement by the VEBA Trust have a market value of less than $60.0 million in the aggregate on the date such request is made under Section 2.1(a), and (ii) the Company will be required to effect only one registration pursuant to this Section 2.1. Except as provided in the remaining provisions of this Section 2.1(d), a registration requested pursuant to Section 2.1(a) will not be deemed to be effected if it has not been declared effective and kept effective as contemplated by Section 2.1(a). At any time prior to the effective date of a Demand Registration Statement, the VEBA Trust may (and, if so directed by the Independent Fiduciary, will) revoke its request for registration pursuant to Section 2.1(a); in such event, either (A) the VEBA Trust will reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of such registration, in which case the requested registration that has been revoked will not be deemed to have been effected for purposes of this Section 2.1(d), or (B) the requested registration that has been revoked will be deemed to have been effected for purposes of this Section 2.1(d); provided, however, that, if such revocation was based on the Company’s failure to comply in any material respect with its obligations hereunder, such reimbursement will not be required and such registration will not be deemed to have been effected for purposes of this Section 2.1(d).

     2.2 Manner of Distribution pursuant to the Demand Registration Statement. The Demand Registration Statement will permit the disposition of the Registrable Securities covered thereby in one Underwritten Offering.

6

     2.3 Blackout Period with respect to Demand Registration.

          (a) Notwithstanding anything contained in Section 2.1 to the contrary, if (i) at any time during the Demand Period, the Company files or proposes to file a registration statement under the Securities Act with respect to an offering of equity securities of the Company for its own account and (ii) (A) in the case of an offering that is not an Underwritten Offering, the Company gives the VEBA Trust and the VEBA Trust Transferees reasonable notice in writing that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter or underwriters advise the Company in writing that a sale or distribution of Registrable Securities would adversely affect such offering (in which case the Company will give the VEBA Trust and the VEBA Trust Transferees reasonable notice in writing of such advice), then the Company will not be obligated to effect the filing of the Demand Registration Statement pursuant to Section 2.1(a) during the period (a “Primary Demand Blackout Period”) that is 30 days prior to the date the Company estimates in good faith will be the date of the filing of, and ending on the date which is 60 days following the effective date of, the registration statement the Company so proposes to file.

          (b) Notwithstanding anything contained in Section 2.1 to the contrary, if the Board of Directors of the Company determines, in the good faith exercise of its reasonable business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would be materially detrimental to the Company, the Company will promptly give the VEBA Trust and the VEBA Trust Transferees written notice of such determination and will be entitled to postpone the preparation, filing or effectiveness of the Demand Registration Statement contemplated by Section 2.1(a) for a reasonable period of time (a “Secondary Demand Blackout Period”) not to exceed 90 days.

          (c) Notwithstanding anything contained in this Section 2.3 to the contrary, during the Demand Period, there will be no more than one Demand Blackout Period.

     2.4 Selection of Underwriters. The managing underwriter or underwriters of the Underwritten Offering pursuant to a Demand Registration Statement will be selected by the VEBA Trust, subject to the approval of the Company, which approval will not be unreasonable withheld.

Article III. Shelf Registration

     3.1 Filing of a Shelf Registration Statement.

          (a) At any time following March 31, 2007, the VEBA Trust may (and, if so directed by the Independent Fiduciary, will) request in writing that the Company file a Registration Statement covering the resale of all Registrable Securities held by the VEBA Trust on a continuous basis under and in accordance with Rule 415 under the Securities Act (the

7

“Initial Shelf Registration Statement”). The Company will (i) prepare and file the Initial Shelf Registration Statement as promptly as practicable (and in any event within, if the Initial Shelf Registration Statement is on Form S-3 (or any applicable successor form), 60 days or, if the Initial Shelf Registration Statement is on any other form, 90 days) following receipt of such request, (ii) use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing, and (iii) use commercially reasonable efforts to cause the Initial Shelf Registration Statement, once effective, to remain continuously effective until the first day on which there ceases to be any Registrable Securities held by the VEBA Trust (the “Termination Date”), all subject to and in accordance with this Article III, Article V and Article VI.

          (b) If the Initial Shelf Registration or any Substitute Shelf Registration Statement ceases to be effective for any reason at any time prior to the Termination Date, in accordance with Section 5.1(d) the Company will use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. In the event that any such order is not withdrawn on or prior to the date that is 45 days after the date of such order (the “Substitution Date”), the Company will either:

          (i) (A) prepare and file a post-effective amendment to such Shelf Registration Statement as promptly as practicable following the Substitution Date, (B) use commercially reasonable efforts to cause such Shelf Registration Statement, as so amended, to again be declared effective under the Securities Act as promptly as practicable after such amendment is filed with the SEC, and (C) use commercially reasonable efforts to cause such Shelf Registration Statement as so amended, once effective, to remain continuously effective until the Termination Date; or

          (ii) (A) file a separate Registration Statement covering the resale of the Registrable Securities on a continuous basis under and in accordance with Rule 415 under the Securities Act (any such registration statement, a “Substitute Shelf Registration Statement”) as promptly as practicable (and in any event within, if the Substitute Shelf Registration Statement is on Form S-3 (or any applicable successor form), 60 days or, if the Substitute Shelf Registration Statement is on any other form, 90 days) following the Substitution Date, (B) use commercially reasonable efforts to cause such Substitute Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after such Substitute Shelf Registration Statement is filed with the SEC, and (C) use commercially reasonable efforts to cause such Substitute Shelf Registration Statement, once effective, to remain continuously effective until the Termination Date;

all subject to and in accordance with this Article III, Article V and Article VI.

          (c) Each Shelf Registration Statement will be filed on Form S-3 (or any applicable successor form); provided, however, that if the Company is not then eligible to register the Registrable Securities for resale on Form S-3 (or any applicable successor form), such Shelf Registration Statement will be filed on any such other form as the Company is then eligible to so use. If, at any time while there is a Shelf Registration Statement on a form other than Form S-3 (or any applicable successor form), the Company becomes eligible to use Form S-3 (or any applicable successor form), the Company will take any action as may be reasonably

8

necessary to convert such Shelf Registration Statement to a Registration Statement on Form S-3 (or any applicable successor form) as promptly as practicable. Similarly, if, at any time while there is a Shelf Registration Statement on Form S-3 (or any applicable successor form), the Company becomes ineligible to use Form S-3 (or any applicable successor form), the Company will take any action as may be necessary to convert such Shelf Registration Statement to a Registration Statement on such other form that the Company is then eligible to use as promptly as practicable.

     3.2 Certain Limitations. Notwithstanding anything to the contrary herein contained, the Company will not be required to take any action pursuant to Section 3.1(a): (i) if the Company has effected a registration contemplated by Section 2.1(a) within the 180-day period next preceding such request; (ii) if, at the time if such request, a demand for registration contemplated by Section 2.1(a) has been made and not revoked and such registration has not yet been effected; or (iii) if, at the time of such request, the Stock Transfer Restriction Agreement would prohibit the VEBA Trust from immediately selling a number of Registrable Securities it would then be permitted to sell in compliance with the restrictions of Rule 144.

     3.3 Manner of Distribution pursuant to a Shelf Registration Statement. Any Shelf Registration Statement will permit the disposition of the Registrable Securities: (a) in one or more Underwritten Offerings, subject to Section 3.5; (b) through block trades; (c) through broker transactions; (d) though at-market transactions; and (e) in any other manner as may be reasonably requested by either of the Holders.

     3.4 Blackout Period with respect to Shelf Registration.

          (a) Notwithstanding anything contained in Section 3.1 to the contrary, if (i) at any time during which (A) the VEBA Trust may request a registration pursuant to Section 2.1(a) or (B) the Company is obligated to file a post-effective amendment to a Shelf Registration Statement or a Substitute Shelf Registration Statement pursuant to Section 3.1(b), the Company files or proposes to file a registration statement under the Securities Act with respect to an offering of equity securities of the Company for its own account and (ii) (A) in the case of an offering that is not an Underwritten Offering, the Company gives the VEBA Trust reasonable notice in writing that the Board of Directors of the Company has determined, in the good faith exercise of its reasonable business judgment, that a sale or distribution of Registrable Securities would adversely affect such offering or (B) in the case of an Underwritten Offering, the managing underwriter or underwriters advise the Company in writing that a sale or distribution of Registrable Securities would adversely affect such offering (in which case the Company will give the VEBA Trust reasonable notice in writing of such advice), then the Company will not be obligated to effect the filing of the Initial Shelf Registration Statement pursuant to Section 3.1(a) or the filing of a post-effective amendment to a Shelf Registration Statement or a Substitute Shelf Registration Statement pursuant to Section 3.1(b) during the period (a “Primary Shelf Blackout Period”) that is 30 days prior to the date the Company estimates in good faith will be the date of the filing of, and ending on the date which is 60 days following the effective date of, the registration statement the Company so proposes to file.

          (b) Notwithstanding anything contained in Section 3.1 to the contrary, if the Board of Directors of the Company determines, in the good faith exercise of its reasonable

9

business judgment, that the registration and distribution of Registrable Securities (i) would materially impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or (ii) would require disclosure of non-public material information, the disclosure of which would be materially detrimental to the Company, the Company will promptly give the VEBA Trust written notice of such determination and will be entitled to postpone the preparation, filing or effectiveness of the Initial Shelf Registration Statement contemplated by Section 3.1(a) or any post-effective amendment to a Shelf Registration Statement or a Substitute Shelf Registration Statement pursuant to Section 3.1(b) for a reasonable period of time (a “Secondary Shelf Blackout Period”) not to exceed 90 days.

          (c) Notwithstanding anything contained in this Section 3.4 to the contrary, during any consecutive 12-month period, there will be no more than one Blackout Period.

     3.5 Underwritten Offerings under a Shelf Registration Statement.

          (a) If the VEBA Trust so requests in writing, the Company will effect pursuant to the then-effective Shelf Registration Statement an Underwritten Offering; provided, however, that the Company will not be required to take any action in response to any such request (i) if the Company has effected an Underwritten Offering pursuant to this Section 3.5(a) within the 180-day period next preceding such request or (ii) if the Registrable Securities requested to be included in the Underwritten Offering have a market value of less than $10.0 million on the date such request is made under this Section 3.5.

          (b) The VEBA Trust may, at any time prior to execution of the underwriting agreement (or other similar agreement) relating to such Underwritten Offering, withdraw any Registrable Securities from such Underwritten Offering by providing a written notice to the Company. In the event all Registrable Securities are so withdrawn, either (i) the VEBA Trust will reimburse the Company for all its out-of-pocket expenses incurred in connection with the proposed Underwritten Offering in excess of the amount of expenses relating solely to the maintenance of such Shelf Registration Statement, in which case the Underwritten Offering that has been withdrawn will not be deemed to have been effected for purposes of Section 3.5(a), or (ii) the Underwritten Offering that has been withdrawn will be deemed to have been effected for purposes of Section 3.5(a); provided, however, that, if such withdrawal was based on the Company’s failure to comply in any material respect with its obligations hereunder, such reimbursement will not be required and the proposed Underwritten Offering will not be deemed to have been effected for purposes of Section 3.5(a). A withdrawal will be irrevocable and, after making such withdrawal, a Holder will no longer have any right to include the Registrable Securities so withdrawn in that Underwritten Offering.

          (c) The managing underwriter or underwriters of the Underwritten Offering relating thereto will be selected by the VEBA Trust, subject to the approval of the Company, which approval will not be unreasonably withheld.

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Article IV. Piggyback Registration.

     4.1 Right to Piggyback. If at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of any class of equity securities (other than (a) a registration statement on Form S-4, Form S-8 or any applicable successor forms thereto or filed solely in connection with an offering made solely to then-existing stockholders or employees of the Company or (b) a Shelf Registration Statement), whether or not for its own account, then the Company will give written notice (the “Piggyback Notice”) of such proposed filing to the VEBA Trust at least 45 days before the anticipated filing date of such registration statement. Such notice will offer the VEBA Trust the opportunity to register such amount of Registrable Securities as the VEBA Trust may request (a “Piggyback Registration”). Subject to Section 4.2, the Company will include in the Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for such inclusion within 15 days after delivery of the Piggyback Notice.

     4.2 Priority on Underwritten Piggyback Registrations. If the Piggyback Registration is an Underwritten Offering, the Company will cause the managing underwriter or underwriters of that proposed offering to permit the VEBA Trust, if it has requested Registrable Securities to be included in the Piggyback Registration, to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise the Company and the VEBA Trust that, in its or their good faith judgment, the total amount of securities that the Company, the VEBA Trust and all other Persons having rights to participate in such Piggyback Registration (collectively, the “Other Holders”) propose to include in such offering exceeds the amount of securities that can be sold in that offering without being materially detrimental to the success of such Underwritten Offering, then:

     (a) if such Piggyback Registration is a primary registration by the Company for its own account, the Company will include in such Piggyback Registration: (i) first, all securities to be offered by the Company; and (ii) second, up to the full amount of securities requested to be included in such Piggyback Registration by the VEBA Trust and Other Holders (allocated on a pro rata basis among the VEBA Trust and Other Holders, based on the relationship of the amount of securities requested to be included in such registration by the VEBA Trust or Other Holder to the total amount of securities requested to be included in such registration by the VEBA Trust and Other Holders, subject to any other agreement among them) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the opinion of such managing underwriter or underwriters, can be sold without being materially detrimental to the success of such Underwritten Offering; and

     (b) if such Piggyback Registration is an underwritten secondary registration for the account of holders of securities of the Company, the Company will include in such registration: (i) first, all securities of the Persons exercising “demand” registration rights requested to be included therein (including without limitation the Person who demands registration and any Persons who are entitled to participate in such Piggyback Registration pursuant to the same agreement as the Person demanding such registration); and (ii) second, up to the full amount of securities requested to be included in such

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Piggyback Registration by the VEBA Trust and Other Holders (allocated on a pro rata basis among the VEBA Trust and Other Holders, based on the relationship of the amount of securities requested to be included in such registration by the VEBA Trust or Other Holder to the total amount of securities requested to be included in such registration by the VEBA Trust and Other Holders, subject to any other agreement among them) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the written opinion of such managing underwriter or underwriters, can be sold without being materially detrimental to the success of such Underwritten Offering.

     4.3 Withdrawal of Piggyback Registration.

          (a) If at any time after giving the Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with the Piggyback Registration, the Company determines for any reason not to register or to delay the Piggyback Registration, the Company may, at its election, give written notice of its determination to the VEBA Trust and (i) in the case of a determination not to register, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned Piggyback Registration, without prejudice, and (ii) in the case of a determination to delay the Piggyback Registration, will be permitted to delay the registration for a period not exceeding 180 days.

          (b) The VEBA Trust may withdraw any of its Registrable Securities to be included in a Piggyback Registration from such Piggyback Registration by providing a written notice to the Company; provided, however, that (i) the VEBA Trust’s request must be made prior to execution of the underwriting agreement with respect to an Underwritten Offering or, if the Piggyback Registration does not involve an Underwritten Offering, at least three Business Days prior to the filing of the Registration Statement covering the Piggyback Registration and (ii) the withdrawal will be irrevocable and, after making such withdrawal, the VEBA Trust will no longer have any right to include the Registrable Securities so withdrawn in that Piggyback Registration.

Article V. Additional Provisions Relating to Underwritten Offerings

     5.1 Restrictions on Sale. In connection with any Underwritten Offering, the Registrable Securities which are excluded from such Underwritten Offering by reason of the underwriter’s marketing limitation or are withdrawn from such Underwritten Offering and the other Registrable Securities not originally requested to be included in such Underwritten Offering will not be included in that Underwritten Offering, and, if so requested pursuant to a timely written notice by the managing underwriter or underwriters, the Holder or Holders thereof will agree not to effect any public sale or distribution (or any other type of sale as the managing underwriter or underwriters reasonably determine is necessary in order to effect the Underwritten Offering) of any such Registrable Securities, including without limitation a sale under and in accordance with Rule 144, during the 10 days prior to, and during the 90 days following, the closing date of such Underwritten Offering, with such extensions as are customarily requested by the managing underwriter or underwriters in similar offerings, but not to exceed 180 days following such closing date. In the event of such a request, the Company may impose, during such period, appropriate stop-transfer instructions with respect to the Registrable Securities subject to such restrictions.

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     5.2 Participation in Underwritten Offerings. With respect to any Underwritten Offering, the inclusion of a Holder’s Registrable Securities therein will be conditioned upon such Holder’s participation in such Underwritten Offering, including without limitation the execution and delivery by such Holder of an underwriting agreement in form, scope and substance as is customary in Underwritten Offerings and the completion, execution and delivery by such Holder of all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting agreement.

Article VI. Procedures and Expenses

     6.1 Registration Procedures. In connection with the Company’s registration obligations pursuant to Articles II, III and IV, the Company will:

     (a) before filing any Registration Statement, any Prospectus or any amendment or supplements thereto, furnish to each participating Holder and its counsel copies thereof as proposed to be filed, sufficiently in advance of filing to provide them with a reasonable opportunity to review such documents and comment thereon;

     (b) prepare and file with the SEC any amendments (including without limitation any post-effective amendments) to the Registration Statement and any supplements to the Prospectus as may be necessary to keep the Registration Statement effective until all Registrable Securities covered by the Registration Statement are sold in accordance with the intended plan of distribution set forth in the Registration Statement as so amended or in such Prospectus as so supplemented;

     (c) promptly following its actual knowledge thereof, notify each participating Holder and the managing underwriter or underwriters, if any:

     (i) when a Prospectus or any Prospectus supplement or amendment has been filed and, with respect to a Registration Statement or any post-effective amendment, when such Registration Statement or post-effective amendment has become effective;

     (ii) of any request by the SEC or any other governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information or any comments by the SEC or any other governmental authority relating to any document referred to in Section 6.1(c)(i);

     (iii) of the issuance by the SEC or any other governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose;

     (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

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     (v) that a statement made in a Registration Statement or Prospectus is or has become untrue in any material respect or that a change in a Registration Statement or Prospectus or other document must be made so that (A) in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) in the case of a Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; and

     (vi) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement is necessary;

     (d) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable date;

     (e) furnish to each participating Holder and the managing underwriter or underwriters, if any, at least one conformed copy of any Registration Statement and any post-effective amendment thereto, including without limitation financial statements (but excluding all schedules, all exhibits and all materials incorporated or deemed incorporated therein by reference), and copies of any Prospectus, including without limitation all supplements thereto, in such quantities as such Holders may reasonably request;

     (f) prior to any public offering of Registrable Securities, register or qualify or cooperate with each participating Holder, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as the participating Holder or any managing underwriter or underwriters reasonably request in writing and maintain each registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective; provided, however, the Company will not be required to qualify generally to do business in any jurisdiction in which it is not then so qualified or take any action which would subject it to general service of process or taxation in any jurisdiction in which it is not then so subject;

     (g) as promptly as practicable upon the occurrence of any event contemplated by Section 6.1(c)(v) or 6.1(c)(vi), prepare and file a post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus, or file any other required document, so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

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     (h) enter into customary and reasonable agreements (including without limitation an underwriting agreement) and take all other actions reasonably necessary or desirable to expedite or facilitate the disposition of the Registrable Securities and, in connection therewith, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Offering:

     (i) use its commercially reasonable efforts to obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) are reasonably satisfactory to each participating Holder and the managing underwriter or underwriters, if any), addressed to each participating Holder and the managing underwriter or underwriters, if any, covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by any participating Holder or any underwriter, and

     (ii) use its commercially reasonable efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Company addressed to each participating Holder and the managing underwriter or underwriters, if any, covering the matters customarily covered in “comfort” letters in connection with Underwritten Offerings;

     (i) upon reasonable notice and at reasonable times during normal business hours, make available for inspection by a representative of each participating Holder and any underwriter participating in any disposition of Registrable Securities and their respective counsel or accountants, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection with the applicable Registration Statement;

     (j) cause all Registrable Securities to be listed or accepted for quotation on each national securities exchange, national securities association or automated quotation system on which similar securities issued by the Company are then listed or quoted; and

     (k) use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company will be deemed to have complied with this Section 6.1(j) if it has satisfied the provisions of Rule 158 under the Securities Act (or any similar rule promulgated under the Securities Act).

     6.2 Information from the Holders, the VEBA Trust and the Independent Fiduciary.

          (a) Each Holder (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) whose Registrable Securities are included in any Registration Statement pursuant to this Agreement shall furnish to the Company such information regarding such Holder, the VEBA Trustee or the Independent Fiduciary, as the case may be, and their plan

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and method of distribution of such Registrable Securities as the Company may reasonably request in writing and as shall be required in connection with such registration or the registration or qualification of such Registrable Securities under any applicable state securities or blue sky law. The Company may refuse to proceed with the registration of such Holder’s Registrable Securities if such Holder (or, if such Holder is the VEBA Trust, the VEBA Trustee or the Independent Fiduciary) unreasonably fails to furnish such information within a reasonable time after receiving such request.

          (b) Each participating Holder (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) will as expeditiously as possible (i) notify the Company that a statement made in a Registration Statement or Prospectus regarding such participating Holder, the VEBA Trustee or the Independent Fiduciary, as the case may be, based on information furnished to the Company pursuant to Section 6.2(a) is or has become untrue in any material respect or that a change to a statement made in a Registration Statement or Prospectus based on information furnished to the Company pursuant to Section 6.2(a) must be made so that (A) in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements not misleading and (B) in the case of a Prospectus, it will not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements not misleading in light of the circumstances under which they were made and (ii) provide the Company with such information as may be required to enable the Company to prepare a post-effective amendment to any such Registration Statement or a supplement to such Prospectus.

     6.3 Suspension of Disposition.

          (a) Each participating Holder (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) will be deemed to have agreed that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 6.1(c)(ii), 6.1(c)(iii), 6.1(c)(iv), 6.1(c)(v) or 6.1(c)(vi), such Holder will discontinue disposition of Registrable Securities covered by a Registration Statement or Prospectus until receipt by such Holder of the copies of the supplemented or amended Prospectus contemplated by Section 6.1(g) or until such Holder has been advised in writing by the Company that the use of the applicable Prospectus may be resumed and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus. In the event that the Company shall give any such notice, the period of time for which a Demand Registration Statement must remain effective as set forth in Section 2.1(a) will be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Demand Registration Statement shall have received (i) the copies of the supplemented or amended Prospectus contemplated by Section 6.1(h) or (ii) the written advice referred to above.

          (b) Each participating Holder (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) will be deemed to have agreed that, upon receipt of any notice from the Company that the Company or any of its subsidiaries is involved in any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, disclosure of which would be

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required in the Registration Statement and the Board of Directors of the Company has determined in the good faith exercise of its reasonable business judgment that disclosure would adversely affect the financing, acquisition, corporate reorganization or other significant transaction, each participating Holder will discontinue disposition of Registrable Securities covered by a Registration Statement or Prospectus until the earlier to occur of (i) the receipt by such Holder of copies of a supplemented or amended Prospectus describing the financing, acquisition, corporate reorganization or other significant transaction or (ii) the termination of the transaction; provided, however, that the period during which the offer and sale of Registrable Securities is discontinued will not exceed 90 days during any 12-month period.

     6.4 Registration Expenses.

          (a) Subject to Sections 2.1(d) and 3.5(c), all fees and expenses incurred by the Company in complying with Articles II, III and IV and Section 6.1 (collectively, “Registration Expenses”) will be borne by the Company. These fees and expenses will include without limitation (i) all registration and filing fees (including without limitation fees and expenses incurred (A) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (B) in complying with securities or blue sky laws (including without limitation reasonable fees and disbursements of counsel for any underwriters and each participating Holder in connection with blue sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriter or underwriters, if any, or the participating Holder or Holders may designate)), (ii) printing expenses (including without limitation the expenses of printing certificates for securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the participating Holder or Holders), (iii) fees and disbursements of counsel for the Company, (iv) reasonable fees and disbursements (not to exceed $50,000) of one counsel for participating Holders collectively (which counsel will be selected by the VEBA Trust) for each of a registration pursuant to Article II and a registration pursuant to Article III, (v) fees and disbursements of all independent certified public accountants referred to in Section 6.1(h)(ii) (including without limitation the expenses of any special audit and “comfort” letters required by or incident to such performance), (vi) reasonable fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 2720(c) of the Conduct Rules of the National Association of Securities Dealers, Inc., and (vii) fees and expenses of all other Persons retained by the Company. In addition, the Company will pay its internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the securities to be registered on each national securities exchange, if any, on which similar securities issued by the Company are then listed or the quotation of such securities on each association or quotation system, if any, on which similar securities issued by the Company are then quoted.

          (b) Except as specifically set forth in Section 6.4(a), notwithstanding anything contained herein to the contrary (i) all costs and fees of counsel and experts retained by a participating Holder (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) and (ii) all underwriting fees, discounts, selling commissions and stock

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transfer taxes applicable to the sale of Registrable Securities will be borne by the applicable Holder.

          (c) Notwithstanding anything contained herein to the contrary, each participating Holder may have its own separate counsel in connection with the registration of any of its Registrable Securities, which counsel may participate therein to the full extent provided herein; provided, however, that all fees and expenses of such separate counsel will be paid for by such participating Holder.

Article VII. Indemnification

     7.1 Indemnification by the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law, each Holder holding Registrable Securities registered pursuant to this Agreement (and, if the VEBA Trust is a participating Holder, the VEBA Trustee and the Independent Fiduciary) and their respective officers, directors, trustees, agents and employees, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder (and, if such Holder is the VEBA Trust, the VEBA Trustee and the Independent Fiduciary) and the officers, directors, trustees, agents and employees of any such controlling Person, from and against all losses, claims, damages, liabilities (or actions in respect thereof), costs and expenses (including without limitation any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action) (collectively, “Losses”) arising out of or based upon (i) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities or blue sky law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities or blue sky law in connection with the offer or sale of the Registrable Securities, (ii) any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectus, preliminary prospectus or any document filed under any state securities or blue sky law in connection with the offer or sale of the Registrable Securities, or (iii) any omission or alleged omission to state in any such Registration Statement, Prospectus, preliminary prospectus or filed document a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses are based solely upon information furnished in writing to the Company by or on behalf of such Holder, the VEBA Trustee or the Independent Fiduciary expressly for use therein; provided, however, that the Company will not be liable to any Holder (or, if such Holder is the VEBA Trust, the VEBA Trustee or the Independent Fiduciary) to the extent that any Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder of a Registrable Security to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have completely corrected such untrue statement or alleged untrue statement or such omission or alleged omission or (ii) (A) the untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus previously furnished by or on behalf of the Company, (B) such Holder was furnished with copies of the Prospectus as so amended or supplemented, and (C) such Holder thereafter failed to deliver such Prospectus as so amended or

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supplemented prior to or concurrently with the sale of a Registrable Security to the Person asserting the claim from which such Losses arise.

     7.2 Indemnification by Holders. Each participating Holder (severally and not jointly) will indemnify and hold harmless, to the fullest extent permitted by law, the Company, its officers, directors, agents and employees, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company and the directors, officers, agents and employees of any such controlling Person, from and against all Losses, as incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectus, preliminary prospectus, or any document filed under any state securities or blue sky law in connection with the offer or sale of the Registrable Securities or (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary prospectus or filed document or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such Losses arise from or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information so furnished in writing by or on behalf of such Holder (or, if such Holder is the VEBA Trust, by the VEBA Trustee and the Independent Fiduciary) to the Company expressly for use in such Registration Statement, Prospectus, preliminary prospectus or filed document. In no event will the liability of a Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

     7.3 Conduct of Indemnification Proceedings. If any Person becomes entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party will give prompt notice to the party from which indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any action or proceeding with respect to which the Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been prejudiced materially by such failure. If such an action or proceeding is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate therein and, to the extent it may elect by written notice delivered to the Indemnified Party promptly after receiving the notice referred to in the immediately preceding sentence, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of that counsel will be at the expense of the Indemnified Party unless (i) the employment of the counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel (reasonably satisfactory to the Indemnified Party) to take charge of such action or proceeding within a reasonable time after notice of commencement thereof, or (iii) the Indemnified Party reasonably concludes, based upon the opinion of counsel, that there may be defenses or actions available to it which are different from or in addition to those available to the Indemnifying Party which, if the Indemnifying Party and the Indemnified Party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of defenses or actions available to the Indemnified Party. If any of the events specified in clause (i), (ii) or (iii) of the immediately preceding sentence are applicable, then the reasonable fees and expenses of separate counsel for the Indemnified Party will be borne by the

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Indemnifying Party; provided, however, that in no event will the Indemnifying Party be liable for the fees and expenses of more than one separate firm (together with appropriate local counsel) for all Indemnified Parties. If, in any case, the Indemnified Party employs separate counsel, the Indemnifying Party will not have the right to direct the defense of the action or proceeding on behalf of the Indemnified Party. All fees and expenses required to be paid to the Indemnified Party pursuant to this Article VII will be paid periodically during the course of the investigation or defense, promptly upon delivery to the Indemnified Party of a reasonably itemized bill therefor in respect of any particular Loss that is incurred. Notwithstanding anything contained in this Section 7.3 to the contrary, an Indemnifying Party will not be liable for the settlement of any action or proceeding effected without its prior written consent. An Indemnifying Party will not, without the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or otherwise seek to terminate any action or proceeding in which any Indemnified Party is or could be a party and as to which indemnification or contribution could be sought by such Indemnified Party under this Article VII, unless such judgment, settlement or other termination provides solely for the payment of money and includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder.

     7.4 Contribution, etc.

          (a) If the indemnification provided for in this Article VII is held by a court of competent jurisdiction to be unavailable to an Indemnified Party under Section 7.1 or 7.2 in respect of any Losses or is insufficient to hold the Indemnified Party harmless, then each applicable Indemnifying Party (severally and not jointly), in lieu of indemnifying the Indemnified Party, will contribute to the amount paid or payable by the Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party or Indemnifying Parties, on the one hand, and the Indemnified Party, on the other hand, will be determined by reference to, among other things, whether any action in question, including without limitation any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, the Indemnifying Party or Indemnifying Parties or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.

          (b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything contained in this Section 7.4 to the contrary, an Indemnifying Party that is a participating Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities were sold by such participating Holder to the public exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such

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untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     7.5 Survival of Indemnification. The obligations of the Company and the Holders under this Article VII will survive the completion of any offering of Registrable Securities pursuant to any Registration Statement or Substitute Registration Statement under this Agreement.

Article VIII. Rule 144

     The Company will file in a timely manner (taking into account any extension available under Rule 12b-25 of the Exchange Act) all reports required to be filed by it under the Exchange Act and, to the extent required from time to time to enable the VEBA Trust to sell its Registrable Securities without registration under the Securities Act within the limitations of the exemptions provided by Rule 144, will cooperate with the VEBA Trust. Upon the request of the VEBA Trust, the Company will promptly deliver to the VEBA Trust a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Article VIII will require the Company to register any securities, or file any reports, under the Exchange Act if such registration or filing is not required under the Exchange Act.

Article IX. Certain Other Agreements

     Except as set forth herein, no agreement granting any registration rights to any Person with respect to any of the Company’s securities is in force and effect as of the date hereof. The Company will not hereafter enter into any agreement with respect to its securities that is inconsistent with, or attempts to derogate from, the rights granted to the Holders in this Agreement, unless such inconsistency or derogation is first waived in writing by the Holders.

Article X. Miscellaneous

     10.1 Notices. All notices, requests, claims, demands and other communications hereunder will be in writing and will be given or made by delivery in person, by overnight courier, by facsimile transmission, by electronic transmission or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party specified in a notice given in accordance with this Section 10.1):

(a)	If to the Company:
	Kaiser Aluminum Corporation 27422 Portola Parkway, Suite 350 Foothill Ranch, California 92610 Facsimile: 949-614-1930 Attention: Corporate Secretary E-mail: john.donnan@kaiseraluminum.com

21

	with a copy to:
	Jones Day 2727 N. Harwood Street Dallas, Texas 75223 Facsimile: 214-969-5100 Attention: Troy B. Lewis, Esq. E-mail: tblewis@jonesday.com
(b)	If to the VEBA Trust:
	National City Bank Taft-Hartley Services 20 Stanwix Street Pittsburgh, Pennsylvania Facsimile: 412-644-6153 Attention: Gary R. Chontos E-mail: gary.chontos@allegiantgroup.com
	with a copy to:
	National City Bank 1900 East Ninth Street, Loc.01-2174 Cleveland, OH 44114 Attn: John W. Boyd E-mail: john.boyd@nationalcity.com
	with a copy to:
	Allegiant Asset Management Company 200 Public Square, 5th Floor Cleveland, OH 44114 Attn: Robert V. Kline E-mail: robert.kline@allegiantgroup.com
	with a copy to:
	Bredhoff & Kaiser, P.L.L.C. 805 Fifteenth Street, N.W. Washington, D.C. 20005 Facsimile: 202-842-1888 Attention: Douglas L. Greenfield E-mail: dgreenfield@bredhoff.com
	-and-

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	the Independent Fiduciary
(c)	If to the Independent Fiduciary:
	Independent Fiduciary Services, Inc. 805 15th Street, N.W., Suite 1120 Washington, D.C. 20005 Facsimile: 202-898-1819 Attention: Samuel W. Halpern E-mail: shalpern@independentfiduciary.com
	with a copy to:
	Kilpatrick Stockton LLP 607 14th Street, N.W., Suite 900 Washington, D.C. 20005 Facsimile: 202-585-0024 Attention: Steven J. Sacher E-mail: ssacher@kilpatrickstockton.com
(d)	If to a VEBA Trust Transferee, the address specified for such VEBA Trust Transferee on Schedule I hereto.

All such notices and communications sent to any party to this Agreement at the address(es) or facsimile number(s) provided pursuant to this Section 10.1 will be deemed to have been delivered or given upon receipt, if delivered personally, by electronic transmission or by overnight courier; when receipt is acknowledged, if sent by facsimile transmission; and three Business Days after being mailed, registered or certified mail, return receipt requested, with postage prepaid, if mailed.

     10.2 Confidentiality. Each Holder, the VEBA Trustee and the Independent Fiduciary will, and will cause their respective officers, directors, employees, legal counsel, accountants, financial advisors and other representatives to, hold in confidence any material nonpublic information received by them pursuant to this Agreement, including without limitation any material nonpublic information included in any Registration Statement or Prospectus proposed to be filed with the SEC provided pursuant to Section 6.1(a) and any material nonpublic information provided or made available pursuant to Section 6.1(i). This Section 10.2 will not apply to any information which (a) is or becomes generally available to the public (other than by reason of a breach of this Agreement), (b) was already in the possession of such Holder, the VEBA Trustee or the Independent Fiduciary from a non-confidential source prior to its disclosure by the Company, and (c) is or becomes available to the Holder, the VEBA Trustee or the Independent Fiduciary on a non-confidential basis from a source other than the Company; provided, however, that such source is not known by the Holder, the VEBA Trustee or the Independent Fiduciary, as the case may be, to be bound by confidentiality obligations.

23

     10.3 Assignment. None of the parties to this Agreement will assign or delegate any of their respective rights or obligations under this Agreement without the prior written consent of each of the other parties hereto. The parties intend that the terms of this Agreement apply to and will be binding upon any successor to the Company, the VEBA Trustee, the Independent Fiduciary or a VEBA Trust Transferee, as applicable, and will use their commercially reasonable efforts to cause any such successor to agree in writing to become a party to this Agreement.

     10.4 No Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement will be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     10.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

     10.6 Amendment and Waiver. This Agreement may not be amended or modified or any provision hereof waived except by an instrument in writing signed by all of the parties to this Agreement. Notwithstanding the foregoing, an amendment, modification or waiver that does not adversely affect all of the parties to this Agreement may be executed by only the adversely affected party or parties.

     10.7 Counterparts; Facsimile Signatures. This Agreement may be executed by facsimile signature and in any number of counterparts, each such counterpart to be deemed an original and all such counterparts, taken together, to constitute one instrument.

     10.8 Headings. The descriptive headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement.

     10.9 Severability. If any term or other provision of this Agreement is held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other terms and provisions of this Agreement, all of which will nevertheless remain in full force and effect. Upon a determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will endeavor in good faith to replace the invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     10.10 Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

     10.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties will be entitled to specify performance of the terms hereof, in addition to any other remedy at law or equity.

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     10.12 Further Assurances. The parties hereto agree to act in accordance herewith, not take any action that is designed to avoid the intention hereof and take such further actions as are necessary to ensure that the terms of this Agreement are carried out and observed.

     10.13 Stock Transfer Restrictions. The VEBA Trust acknowledges that all resales by it of Registrable Securities, whether pursuant to a Registration Statement hereunder or otherwise, are subject to the terms of the Stock Transfer Restriction Agreement and the Certificate of Incorporation.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above.

KAISER ALUMINUM CORPORATION
By:	/s/ John M. Donnan
	John M. Donnan, Vice President, Secretary
	& General Counsel
NATIONAL CITY BANK,
solely in its capacity as VEBA Trustee under the VEBA Trust and not individually
By:	/s/ Mark O. Minar
	Name: Mark O. Minar
	Title: Vice President
CARGILL FINANCIAL SERVICES INTERNATIONAL, INC.
By:	/s/ Jerrey D. Leu
	Name: Jerrey D. Leu
	Title: Vice President
CITIGROUP FINANCIAL PRODUCTS, INC.
By:	/s/ Jeffrey S. Jacob
	Name: Jeffrey S. Jacob
	Title: Managing Director

KING STREET ACQUISITION COMPANY, L.L.C.
By:	KING STREET CAPITAL MANAGEMENT, L.L.C.
	By: /s/ Bruce S. Darringer
	Name: Bruce S. Darringer
	Title: Chief Operating Officer
MASON CAPITAL MANAGEMENT, LLC
By:	/s/ Michael Martino
	Name: Michael Martino
	Title: Managing Member
MORGAN STANLEY & CO. INCORPORATED
By:	/s/ Dan M. Allen
	Name: Dan M. Allen
	Title: Authorized Signatory
ORE HILL HUB FUND LTD.
By:	ORE HILL PARTNERS LLC
	By: /s/ Claude A. Baum
	Name: Claude A. Baum, Esq.
	Title: General Counsel                   Ore Hill Partners LLC

ASSENT AND ACKNOWLEDGEMENT

The undersigned, by assenting to and acknowledging this Agreement, agrees not to direct or otherwise cause the VEBA Trustee to take any action in violation of the terms of this Agreement:

INDEPENDENT FIDUCIARY SERVICES, INC.,

in its capacity as Independent Fiduciary of the Retiree Plan in respect of Discretionary Management of New Common Stock held by the VEBA Trust

By:	/s/ Samuel W. Halpern
	Samuel W. Halpern, President

SCHEDULE I

VEBA TRUST TRANSFEREES

		Number of VEBA Trust
		Transferee Shares Received
NAME	ADDRESS	on Effective Date
Cargill Financial Services International, Inc.	12700 Whitewater Dr. Minnetonka, MN 55305 Attention: Eric Olson Facsimile No.: 952-984-3728		300,000
Citigroup Financial Products Inc.	390 Greenwich Ave. 7th Floor New York, NY 10013 Attention: Brian Lanktree Facsimile No.: 212-723-8036		200,000
King Street Acquisition Company, L.L.C.	65 East 55th Street 30th Floor New York, NY 10022 Attention: Josh Feldman/                     Mark Weinberger Facsimile No.: 212-812-3138		200,000
Mason Capital Management, LLC	110 East 59th Street 30th Floor New York, NY 10022 Attention: Stewart Tabin Facsimile No.: 212-355-5294		980,000
Morgan Stanley & Co. Inc.	1585 Broadway New York, NY Attention: Ian Sandler Facsimile No.: 212-507-3603		250,000
Ore Hill Hub Fund Ltd.	650 Fifth Avenue 9th Floor New York, NY 10019 Attention: Claude Baum Facsimile No.: 212-389-2353		400,000

EX-4.3

Exhibit 4.3

DIRECTOR DESIGNATION AGREEMENT

     This DIRECTOR DESIGNATION AGREEMENT (this “Agreement”), dated as of July 6, 2006, is made by and between Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “Union”).

RECITALS

     WHEREAS, in February 2002, the Company, along with Kaiser Aluminum & Chemical Corporation, a wholly owned subsidiary of the Company (“KACC”), and certain of KACC’s wholly owned subsidiaries, filed for protection under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”);

     WHEREAS, in connection with their reorganization under the Bankruptcy Code, the Company and KACC had negotiations with their key constituencies regarding the terms of their reorganization and, as part of such negotiations, KACC and the Union reached an agreement in principle with respect to certain modifications to certain labor agreements between KACC and the Union, the terms and conditions of which are reflected in the Final Company Proposal to the USWA under 11 U.S.C. §1113 and §1114, dated January 27, 2004 and approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in a final order dated March 22, 2004 (the “Union Settlement Agreement”);

     WHEREAS, pursuant to the Union Settlement Agreement, all plans, funds and programs providing retiree benefits (as defined by Section 1114(a) of the Bankruptcy Code) and maintained or established by KACC prior to February 12, 2002 were to be terminated, and KACC and the Union agreed to establish a voluntary employee benefit association trust (“VEBA”), with two trustees appointed by each of KACC and the Union, to provide, among other things, benefits for certain eligible retirees of KACC represented by the Union and other unions and their surviving spouses and eligible dependents, to which KACC agreed to contribute a portion of its equity upon KACC’s emergence from the protection of chapter 11 of the Bankruptcy Code;

     WHEREAS, pursuant to the Union Settlement Agreement, the Union was granted certain rights with respect to the composition of the board of directors of reorganized KACC and certain committees thereof;

     WHEREAS, under the Second Amended Joint Plan of Reorganization of the Company, KACC and Certain of Their Debtor Affiliates, as modified, filed pursuant to Section 1121(a) of title 11 of the United States Code and confirmed by an order of the Bankruptcy Court entered on February 6, 2006 which confirmation was affirmed by an order of the United States District Court for the District of Delaware entered on May 11, 2006 (the “Plan”), the Company (rather than KACC, as was contemplated by the Union Settlement Agreement) is the ultimate parent company in the reorganization of the Company, KACC and certain of their debtor affiliates;

     WHEREAS, pursuant to the Plan, the Company contributed, among other things, 11,439,900 shares of the common stock, par value $0.01 per share, of the Company (“Common Stock”) to the VEBA, representing 57.2% of the issued and outstanding shares of the Common Stock as of the effective date of the Plan (the “Effective Date”);

     WHEREAS, pursuant to the Union Settlement Agreement and the Plan, (a) the number of directors comprising the board of directors of the Company (the “Board”) as of the Effective Date was fixed at 10 and (b) the Union designated four individuals to serve on the Board commencing as of the Effective Date (the “Initial Union Directors”);

     WHEREAS, pursuant to the Plan, the Company adopted an amended and restated certificate of incorporation (as adopted and as amended from time to time, the “Charter”) and amended and restated bylaws (as adopted and as amended from time to time, the “Bylaws”) which provide, among other things, that (a) stockholders may elect directors at, and only at, an annual meeting of stockholders and nominations of persons for election as directors may be made only at an annual meeting of stockholders and may be made by or at the direction of the Board or a committee thereof or by any stockholder that is a stockholder of record at the time it gives notice of such nomination, who is entitled to vote for the election of directors at such annual meeting, and who complies with the procedures with respect to the nomination of directors set forth in the Bylaws, (b) vacancies on the Board will be filled solely by the remaining directors, (c) any newly created directorship will be filled solely by the directors then in office, and (d) the Board is entitled to designate committees and select the members thereof;

     WHEREAS, on or promptly after the Effective Date, the Board is expected to adopt corporate governance guidelines addressing, among other things, the selection of directors, the composition of the Board and the creation and operation of Board committees (as so adopted, and as amended from time to time by the Board in good faith and to the extent either required by applicable law or Applicable Listing Requirements (as defined below) or consistent with recognized corporate governance best practices among U.S. corporations having publicly-held equity securities that are traded or quoted on a national securities exchange or association or quotation system, the “Corporate Governance Guidelines”);

     WHEREAS, on or promptly after the Effective Date, the Board is expected to establish a Nominating and Corporate Governance Committee (the “Nominating Committee”) for the purposes of (a) establishing criteria to be utilized by it in assessing whether a candidate for a position on the Board has appropriate skills and experience, (b) identifying individuals qualified to become members of the Board, including without limitation evaluating candidates submitted to the Company by its stockholders, (c) recommending candidates to fill vacancies and newly-created positions on the Board, (d) recommending director nominees for the election by stockholders at the annual meetings of stockholders, and (e) developing and recommending to the Board corporate governance principles applicable to the Company;

     WHEREAS, promptly after its formation, the Nominating Committee is expected to adopt certain policies establishing criteria to be utilized by it in assessing whether a director candidate has appropriate skills and experience, which policies are applicable to all director candidates including any candidate designated by the Union in accordance with this Agreement (as so adopted, and as amended from time to time by the Nominating Committee in good faith

2

and to the extent either required by applicable law or Applicable Listing Requirements or consistent with recognized corporate governance best practices among U.S. corporations having publicly-held equity securities that are traded or quoted on a national securities exchange or association or quotation system, the “Director Candidate Policies”);

     WHEREAS, in addition to establishing the Nominating Committee, the Board is expected to establish an Executive Committee (the “Executive Committee”) and an Audit Committee (the “Audit Committee”), in each case on or promptly after the Effective Date; and

     WHEREAS, the Company and the Union desire to definitively document their understanding with respect to the right of the Union to nominate individuals to serve on the Board subsequent to the Effective Date, which understanding is predicated in part on the foregoing description of the Charter and Bylaws and the various actions to be taken by the Board and the Nominating Committee described above.

AGREEMENT

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

Article I. Preliminary Acknowledgement

     Each of the Company and the Union acknowledge that each director of the Company owes his or her fiduciary duties to the Company and all of its stockholders.

Article II. Right of Union to Designate Directors

     2.1 General. The Union shall at all times prior to the termination of this Agreement pursuant to Article VI hereof have the right, subject in all cases to the procedures set forth in this Article II and the exercise by the directors of the Company of their fiduciary duties, to designate individuals to serve on the Board, and this Agreement sets forth the exclusive rights of the Union with respect thereto. For purposes of this Agreement, the term “Union Director” means any of the Initial Union Directors or any other individuals serving on the Board that have been designated by the Union in accordance with the procedures set forth in this Agreement.

     2.2 Election at Annual Meetings of Stockholders. In connection with each annual meeting of the Company’s stockholders, the Union shall have the right to designate as candidates to be submitted to stockholders of the Company for election at such annual meeting that minimum number of candidates necessary to ensure that, assuming (x) such candidates are included in the slate of director candidates recommended by the Board in the Company’s proxy statement relating to such annual meeting and (y) the stockholders of the Company elect each candidate so included, at least 40% of the members of the Board immediately following such election are Union Directors, all in accordance with the following procedures (subject to Section 2.4):

(a) The Union shall timely deliver to the Nominating Committee a written notice (an “Annual Meeting Candidate Notice”) specifying, with respect to each candidate designated by the Union, the following information (the “Required Information”):

3

	(i)his or her name, age, business and residential address and principal occupation or employment; (ii) the number of shares of the Common Stock beneficially owned by him or her; (iii) a resume or similar document detailing his or her personal and professional experiences and accomplishments; and (iv) all other information relating to the candidate that would be required to be disclosed in a proxy statement or other filing made in connection with the solicitation of proxies for the election of directors pursuant to (A) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) the rules of the Securities and Exchange Commission (the “SEC”), or (C) the Marketplace Rules or other applicable criteria of the National Association of Securities Dealers, Inc. or, if securities of the Company are then principally traded or quoted on a national securities exchange or association or quotation system other than The Nasdaq Stock Market, Inc., such national securities exchange or association or quotation system (the “Applicable Listing Requirements”); provided, however, that, if a Union Director’s term on the Board expires at the related annual meeting of stockholders and the Union desires to designate such Union Director as a candidate for re-election at such annual meeting, the Annual Meeting Candidate Notice need only so indicate and include the name of such Union Director. In addition, such Annual Meeting Candidate Notice must be accompanied by the written consent of each director candidate named therein to serve as a member of the Board and any committee of the Board to which he or she may be assigned to serve if elected.
(b)	Where the date of the Company’s annual meeting of stockholders does not change by more than 30 calendar days from the date of the previous year’s annual meeting, the Annual Meeting Candidate Notice shall be timely if, and only if, it is received by the Nominating Committee not less than 120, nor more than 150, calendar days before the anniversary of the date that the Company’s proxy statement was first mailed to stockholders in connection with its previous year’s annual meeting. Where there was no annual meeting of stockholders in the previous year or where the date of the Company’s annual meeting of stockholders changes by more than 30 calendar days from the date of the previous year’s annual meeting, the Annual Meeting Candidate Notice shall be timely if, and only if, it is received by the Nominating Committee no later than the close of business on the 10th calendar day following the first day on which the date of the upcoming annual meeting is publicly disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document filed by the Company with the SEC pursuant to the Exchange Act or furnished by the Company to stockholders. The Company shall, as promptly as practicable after any formal action by the Board to fix the date of the annual meeting of stockholders next following such action, deliver to the Union a written notice setting forth the date fixed for such annual meeting and identifying any Union Directors whose terms are expiring at such annual meeting.
(c)	The Nominating Committee shall evaluate each director candidate identified in the Annual Meeting Candidate Notice and determine whether such candidate satisfies the qualifications contemplated by Article IV hereof (with such determination to be made in good faith and not to be unreasonably made, withheld

4

or delayed). If the Nominating Committee so determines that such candidate satisfies such qualifications, then, unless otherwise required by its fiduciary duties (as determined in good faith by the Nominating Committee after consultation with legal counsel), the Nominating Committee shall recommend such director candidate to the Board for inclusion in the slate of directors recommended by the Board in the Company’s proxy statement relating to the annual meeting.

(d)

The Board shall, unless otherwise required by its fiduciary duties (as determined in good faith by the Board after consultation with legal counsel), accept the recommendation of the Nominating Committee with respect to each director candidate identified in the Annual Meeting Candidate Notice and direct that such director candidate be included in the slate of directors recommended by the Board in the Company’s proxy statement relating to the annual meeting.

     2.3 Vacancies and Newly Created Directorships. In the event of (x) a vacancy on the Board resulting from the death, resignation, disqualification or removal of a Union Director (a “Vacancy”) or (y) newly created directorships resulting from an increase in the number of directors of the Company (“Newly Created Directorships”), the Union shall have the right to designate (i) in the case of a Vacancy, the individual to fill such Vacancy and (ii) in the case of Newly Created Directorships, the minimum number of individuals to fill such Newly Created Directorships necessary to ensure that at least 40% of the members of the Board immediately following the filling of such Newly Created Directorships are Union Directors, all in accordance with the following procedures (subject to Section 2.4):

(a)	The Union shall deliver to the Nominating Committee a written notice (the “Candidate Notice”) specifying, with respect to each candidate designated to fill the Vacancy or Newly Created Directorships, as applicable, the Required Information. Such Candidate Notice must be accompanied by the written consent of each director candidate named therein to serve as a member of the Board and any committee of the Board to which he or she may be assigned to serve if elected.
(b)	The Nominating Committee shall evaluate each director candidate identified in the Candidate Notice and determine whether such candidate satisfies the qualifications contemplated by Article IV hereof (with such determination to be made in good faith and not to be unreasonably made, withheld or delayed). If the Nominating Committee so determines that such candidate satisfies such qualifications, then, unless otherwise required by its fiduciary duties (as determined in good faith by the Nominating Committee after consultation with legal counsel), the Nominating Committee shall recommend to the Board that it fill the Vacancy or Newly Created Directorship, as applicable, with such candidate.
(c)	The Board shall, unless otherwise required by its fiduciary duties (as determined in good faith by the Board after consultation with legal counsel), accept the recommendation of the Nominating Committee with respect to the director

5

candidate identified in the Candidate Notice and fill the Vacancy or Newly Created Directorship, as applicable, with such candidate.

     2.4 Modifications to Procedures. In the event that the procedures set forth in Section 2.2 or Section 2.3 are no longer consistent with (a) applicable law, including without limitation the rules of the SEC, or Applicable Listing Requirements, (b) the Charter as a result of any amendment thereto, or (c) the Bylaws as a result of (i) any amendment thereto adopted by the stockholders of the Company or (ii) any amendment thereto adopted by the Board but not stockholders in order to reflect changes in (A) applicable law, including without limitation the rules of the SEC, or (B) Applicable Listing Requirements, then the Company and the Union will negotiate in good faith to modify the procedures set forth in Section 2.2 or Section 2.3, as applicable, so as to effect the original intent of the parties as closely as possible in an acceptable manner to permit the Union to exercise its rights under Section 2.1.

Article III. Union Directors to Serve on Board Committees

     So long as the Board maintains any of the following committees, each such committee shall, unless otherwise required by the Board’s fiduciary duties (as determined in good faith by the Board after consultation with legal counsel), include at least one Union Director (provided at least one Union Director is qualified to serve thereon as determined by the Board, with such determination to be made in good faith and not to be unreasonably made, withheld or delayed): (a) Audit Committee; (b) Executive Committee; and (c) Nominating Committee.

Article IV. Qualifications of Union Directors

     Each individual designated by the Union pursuant to Article II hereof to serve as a director of the Company must satisfy (a) the applicable independence criteria contained in the Applicable Listing Requirements, (b) the qualifications to serve as a director of the Company as set forth in the Corporate Governance Guidelines and the Director Candidates Policies, and (c) any other qualifications to serve as a director of the Company imposed by applicable law, including without limitation the rules of the SEC (in each case as such criteria and qualifications shall be interpreted by the Nominating Committee reasonably and in good faith). In addition, no such individual may be at the time of his or her designation by the Union to serve as a director of the Company or his or her election as a Union Director, and no such individual may become while serving as a Union Director, an officer, employee, director or member of the Union or any of its locals or affiliated organizations (any such officer, employee, director or member, a “Union Associate”). The Company and the Union agree and acknowledge that an individual shall not fail to satisfy the criteria and qualifications set forth in the first sentence of this Article IV solely because such individual was a Union Associate prior to the time of his or her designation by the Union to serve as a director of the Company; it being understood that unusual facts and circumstances concerning a particular Union Associate could dictate otherwise.

Article V. Independence of Board

     A majority of the members of the Board shall satisfy the independence criteria contained in the Applicable Listing Requirements, as such requirements shall be interpreted by the Board reasonably and in good faith.

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Article VI. Termination

     This Agreement shall terminate in its entirety, and the Union shall have no further rights hereunder, on December 31, 2012, unless the Company and the Union shall otherwise agree in writing. Upon the termination of this Agreement, the Union shall cause each Union Director to submit his or her resignation to the Board, which submission the Board may accept or reject in its discretion.

Article VII. Miscellaneous

     7.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made by delivery in person, by overnight courier, by facsimile transmission, by electronic transmission or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party specified in a notice given in accordance with this Section 7.1):

(a) If to the Company:

Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610
Facsimile: 949-614-1930
Attention: Corporate Secretary
E-mail: john.donnan@kaiseraluminum.com

with a copy to:

Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 350
Foothill Ranch, California 92610
Facsimile: 949-614-1930
Attention: Vice President, Human Resources
E-mail: jim.mcauliffe@kaiseraluminum.com

with a copy to:

Jones Day
2727 N. Harwood Street
Dallas, Texas 75223
Facsimile: 214-969-5100
Attention: Troy B. Lewis, Esq.
E-mail: tblewis@jonesday.com

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(b) If to the Union:

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union, AFL-CIO, CLC
5 Gateway Center, Suite 807
Pittsburgh, Pennsylvania 15222
Facsimile: 412-562-2429
Attention: General Counsel
E-mail: pwhitehead@uswa.org

with a copy to:

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union, AFL-CIO, CLC
District Director, District 11
2829 University Avenue, SE, Suite 100
Minneapolis, Minnesota 55414
Facsimile: 612-623-8854
Attention: Robert Bratlich
E-mail: rbratlich@usw.org

     All such notices and communications shall be deemed to have been delivered or given upon receipt, if delivered personally, by electronic transmission or by overnight courier; when receipt is acknowledged, if sent by facsimile transmission and three Business Days after being deposited in the mail, if mailed.

     7.2 Assignment. Neither of the parties to this Agreement shall assign or delegate any of their respective rights or obligations under this Agreement without the prior written consent of the other party hereto.

     7.3 No Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     7.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof.

     7.5 Amendment and Waiver. This Agreement may not be amended or modified or any provision hereof waived except by an instrument in writing signed by both of the parties to this Agreement.

     7.6 Counterparts. This Agreement may be executed by facsimile signature and in any number of counterparts, each such counterpart to be deemed an original and all such counterparts, taken together, to constitute one instrument.

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     7.7 Severability. If any term or other provision of this Agreement is invalid, illegal or unenforceable under any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon a determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to replace the invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     7.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

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     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of each of the Company and the Union as of the date first above written.

KAISER ALUMINUM CORPORATION
By:	/s/ John M. Donnan
	John M. Donnan, Vice President, Secretary
	& General Counsel
UNITED STEEL, PAPER AND FORESTRY, RUBBER, MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL UNION, AFL-CIO, CLC
By:	/s/ Robert Bratlich
	Robert Bratlich, District Director

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