<PAGE>
                                                                    EXHIBIT 99.3

                         UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

---------------------------------------x
                                       :
In re:                                 :
                                       :   Chapter 11 Case Nos.
KAISER ALUMINA AUSTRALIA               :   02-10432 and 02-10438
CORPORATION                            :
and                                    :
KAISER FINANCE CORPORATION,            :   Jointly Administered Under
                                       :   Case No. 02-10429 (JKF)
                Debtors.               :
                                       :
---------------------------------------x

                     THIRD AMENDED JOINT PLAN OF LIQUIDATION
                    FOR KAISER ALUMINA AUSTRALIA CORPORATION
                         AND KAISER FINANCE CORPORATION

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

                                        - and -

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

                                        ATTORNEYS FOR DEBTORS AND
                                        DEBTORS IN POSSESSION
Dated: February 25, 2005
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
ARTICLE I      DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION
               OF TIME........................................................     1
   1.1         Defined Terms..................................................     1
   1.2         Rules of Interpretation........................................     9
   1.3         Computation of Time............................................    10

ARTICLE II     CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS...........    10
   2.1         General........................................................    10
   2.2         Administrative Claims..........................................    10
   2.3         Priority Tax Claims............................................    12
   2.4         Classified Claims..............................................    12
   2.5         7-3/4% SWD Revenue Bond Dispute and Settlement.................    14
   2.6         Senior Note Indenture Trustee and Ad Hoc Group Counsel Fees
                  and Expenses; 7-3/4% SWD Revenue Bond Plaintiffs' Fees......    15
   2.7         Allowance of Certain Public Note Claims........................    15
   2.8         Substantive Consolidation......................................    15
   2.9         Order Granting Substantive Consolidation.......................    15
   2.10        KFC Claim against KACC.........................................    16
   2.11        No Effect on Claims Against or Interests in Other Kaiser
               Debtors........................................................    16

ARTICLE III    TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES..........    16
   3.1         Executory Contracts and Unexpired Leases to Be Rejected........    16
   3.2         Bar Date for Rejection Damages.................................    16

ARTICLE IV     RELEASE, LIMITATION OF LIABILITY AND INJUNCTION
               PROVISIONS.....................................................    16
   4.1         Release of Claims; Limitation of Liability.....................    16
   4.2         Injunctions....................................................    17
   4.3         No Discharge...................................................    18

ARTICLE V      CRAMDOWN.......................................................    18

ARTICLE VI     CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION
               OF THE PLAN....................................................    18
   6.1         Conditions to Confirmation.....................................    18
   6.2         Conditions to the Effective Date...............................    18
   6.3         Waiver of Conditions to the Confirmation or Effective Date.....    18

ARTICLE VII    MEANS FOR IMPLEMENTATION OF THE PLAN...........................    19
   7.1         Liquidating Transactions.......................................    19
   7.2         Corporate Action...............................................    19
   7.3         No Revesting of Assets.........................................    19
   7.4         Recourse Solely to Trust Accounts..............................    19
</TABLE>


                                        i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
   7.5         Release of Liens...............................................    19
   7.6         Exemption from Certain Taxes...................................    19

ARTICLE VIII   DISTRIBUTION TRUST.............................................    20
   8.1         Creation.......................................................    20
   8.2         Distribution Trustee...........................................    20
   8.3         Preservation of Causes of Action...............................    21
   8.4         Reports to be Filed with the Bankruptcy Court..................    21
   8.5         Payment of Distribution Trust Expenses.........................    22
   8.6         Use of Other Entities..........................................    22
   8.7         Indemnification................................................    22
   8.8         Tax Treatment..................................................    22
   8.9         Creation of Trust Accounts.....................................    22
   8.10        Funding of Distribution Trust Expenses Account.................    22
   8.11        Funding of Priority Claims Trust Account.......................    23
   8.12        Funding of Unsecured Claims Trust Account......................    24
   8.13        Undeliverable Property Trust Account...........................    24

ARTICLE IX     PROVISIONS GOVERNING DISTRIBUTIONS.............................    24
   9.1         Method of Distributions to Holders of Allowed Claims...........    24
   9.2         Delivery of Distributions......................................    24
   9.3         Means of Cash Payments.........................................    25
   9.4         Timing and Calculation of Amounts to Be Distributed............    25
   9.5         Setoffs........................................................    28
   9.6         Compensation and Reimbursement for Services Related to
                  Distributions...............................................    28
   9.7         Payments Limited to Trust Accounts.............................    29
   9.8         Insufficient Assets............................................    29
   9.9         Distributions of Securities....................................    29

ARTICLE X      DISPUTED CLAIMS................................................    29
   10.1        Prosecution of Objections to Claims............................    29
   10.2        Treatment of Disputed Claims...................................    29

ARTICLE XI     RETENTION OF JURISDICTION......................................    30

ARTICLE XII    MISCELLANEOUS PROVISIONS.......................................    31
   12.1        Preservation of Insurance......................................    31
   12.2        Modification of the Plan.......................................    31
   12.3        Revocation of the Plan.........................................    31
</TABLE>


                                       ii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
   12.4        Limitation on Certain Actions..................................    31
   12.5        Severability of Plan Provisions................................    32
   12.6        Notices........................................................    32
   12.7        Successors and Assigns.........................................    33
   12.8        Further Action.................................................    33
   12.9        Exhibits.......................................................    33
</TABLE>


                                       iii
<PAGE>
                               TABLE OF EXHIBITS*

Exhibit A -- Distribution Trust Agreement

----------
*    The Plan, Disclosure Statement and Distribution Trust Agreement will be
     available on the Document Website promptly following approval of the
     Disclosure Statement by the Bankruptcy Court.


                                       iv
<PAGE>
                                  INTRODUCTION

          Kaiser Alumina Australia Corporation ("KAAC") and Kaiser Finance
Corporation ("KFC") (collectively, the "Debtors") in the above-captioned chapter
11 cases (the "Chapter 11 Cases") propose the following joint plan of
liquidation (the "Plan") for the resolution of the outstanding claims against
and equity interests in the Debtors.

                                    ARTICLE I

                     DEFINED TERMS, RULES OF INTERPRETATION
                             AND COMPUTATION OF TIME

     1.1  Defined Terms.

          As used in the Plan, capitalized terms have the meanings set forth
below. Any term that is not otherwise defined in the Plan, but that is defined
in the Bankruptcy Code or the Bankruptcy Rules, will have the meaning given to
that term in the Bankruptcy Code or Bankruptcy Rules, as applicable.

     (1) "7-3/4% SWD Revenue Bond Dispute" means Adversary Proceeding No.
04-51165 commenced by the 7-3/4% SWD Revenue Bond Indenture Trustee and certain
holders of 7-3/4% SWD Revenue Bonds in connection with the Kaiser Cases.

     (2) "7-3/4% SWD Revenue Bond Indenture" means the Trust Indenture, dated as
of December 1, 1992, between Parish of St. James, State of Louisiana, and the
7-3/4% SWD Revenue Bond Indenture Trustee, together with all instruments and
agreements related thereto.

     (3) "7-3/4% SWD Revenue Bond Indenture Trustee" means J.P. Morgan Trust
Company, N.A., as successor indenture trustee under the 7-3/4% SWD Revenue Bond
Indenture.

     (4) "7-3/4% SWD Revenue Bonds" means the Parish of St. James, State of
Louisiana, Solid Waste Disposal Revenue Bonds (Kaiser Aluminum Project) Series
1992 issued pursuant to the 7-3/4% SWD Revenue Bond Indenture in an outstanding
principal amount of $20,000,000.

     (5) "9-7/8% Senior Note Claim" means a Claim against a Debtor under or in
respect of one or more 9-7/8% Senior Notes and the 9-7/8% Senior Note Indenture.

     (6) "9-7/8% Senior Note Indenture" means the Indenture, dated as of
February 17, 1994, by and among the Debtors, certain Other Kaiser Debtors
(including KACC) and the 9-7/8% Senior Note Indenture Trustee, as the same may
have been subsequently modified, amended or supplemented, together with all
instruments and agreements related thereto.

     (7) "9-7/8% Senior Note Indenture Trustee" means U.S. Bank National
Association, as successor indenture trustee under the 9-7/8% Senior Note
Indenture.

     (8) "9-7/8% Senior Notes" means the 9-7/8% senior notes due 2002, issued by
KACC pursuant to the 9-7/8% Senior Note Indenture in an outstanding principal
amount of $172,780,000.

     (9) "10-7/8% Senior Note Claim" means a Claim against a Debtor under or in
respect of one or more 10-7/8% Senior Notes and the applicable 10-7/8% Senior
Note Indenture.

     (10) "10-7/8% Senior Note Indentures" means, together, the Indenture, dated
as of October 23, 1996, and the Indenture, dated as of December 23, 1996, in
each case, by and among the Debtors, certain Other Kaiser Debtors (including
KACC) and the 10-7/8% Senior Note Indenture Trustee, as the same may have been
subsequently modified, amended or supplemented, together with all instruments
and agreements related thereto.


                                       1
<PAGE>
     (11) "10-7/8% Senior Note Indenture Trustee" means U.S. Bank National
Association, as successor indenture trustee under the 10-7/8% Senior Note
Indentures.

     (12) "10-7/8% Senior Notes" means the 10-7/8% Series B senior notes due
2006 and the 10-7/8% Series D senior notes due 2006, issued by KACC pursuant to
the 10-7/8% Senior Note Indentures in outstanding principal amounts of
$175,000,000 and $50,000,000, respectively.

     (13) "Ad Hoc Group" means the ad hoc group of holders of Senior Notes
comprised of Trilogy Capital, Caspian Capital Partners, Canyon Partners, Citadel
Equity Fund Ltd., Citadel Credit Trading Ltd., Durham Asset Management L.L.C.,
Farallon Capital Management L.L.C. and TCM Spectrum Fund L.P.

     (14) "Administrative Claim" means a Claim for costs and expenses of
administration allowed under sections 503(b), 507(b) or 1114(e)(2) of the
Bankruptcy Code, including: (a) the actual and necessary costs and expenses
incurred after the Petition Date in preserving the respective Estates and
operating the businesses of the Debtors; (b) Professional Fee Claims; and (c) US
Trustee Fees; provided, however, except as provided in the Intercompany Claims
Settlement, Administrative Claims will not include any Intercompany Claim.

     (15) "Administrative Claim Bar Date" means the date by which all requests
for payment of Administrative Claims (other than Professional Fee Claims and US
Trustee Fees) are required to be Filed with the Bankruptcy Court.

     (16) "Administrative Claim Bar Date Order" means the order of the
Bankruptcy Court establishing the Administrative Claim Bar Date.

     (17) "Allowed Claim" means:

     (a)  a Claim that (i) has been listed by a particular Debtor on its
          Schedules as other than disputed, contingent, or unliquidated and (ii)
          is not otherwise a Disputed Claim;

     (b)  a Claim (i) for which a proof of Claim or request for payment of
          Administrative Claim has been Filed by the applicable Bar Date or
          otherwise been deemed timely Filed under applicable law and (ii) that
          is not otherwise a Disputed Claim; or

     (c)  a Claim that is allowed: (i) in any Stipulation of Amount and Nature
          of Claim executed by the applicable Debtor and Claim holder prior to
          the Effective Date and approved by the Bankruptcy Court; (ii) in any
          Stipulation of Amount and Nature of Claim executed by the Distribution
          Trustee and Claim holder after the Effective Date; (iii) in any
          contract, instrument or other agreement or document entered into in
          connection with the Plan prior to the Effective Date and approved by
          the Bankruptcy Court; (iv) in a Final Order; or (v) pursuant to the
          terms of the Plan.

     (18) "AJI" means Alpart Jamaica Inc.

     (19) "AJI/KJC Plan" means the third amended joint plan of liquidation filed
by AJI and KJC on February 25, 2005, as such plan may be amended, modified or
supplemented from time to time with the consent of the Creditors' Committee.

     (20) "Australian Tax Claims" means collectively the Allowed Priority Tax
Claims and Allowed Administrative Claims of the Government of Australia
contemplated by Section 8.11(a), if any.

     (21) "Ballot" means the form or forms distributed to each holder of an
impaired Claim entitled to vote on the Plan on which the holder indicates
acceptance or rejection of the Plan.

     (22) "Bankruptcy Code" means title 11 of the United States Code, 11 U.S.C.
Sections 101-1130, as now in effect or hereafter amended, as applicable to the
Chapter 11 Cases.


                                       2
<PAGE>
     (23) "Bankruptcy Court" means the United States District Court for the
District of Delaware having jurisdiction over the Chapter 11 Cases and, to the
extent of any reference made pursuant to 28 U.S.C. Section 157, the bankruptcy
unit of such District Court.

     (24) "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure and the local rules of the Bankruptcy Court, as now in
effect or hereafter amended, as applicable to the Chapter 11 Cases.

     (25) "Bar Date" means the applicable bar date by which a proof of Claim
must be or must have been Filed, as established by order of the Bankruptcy
Court, including the general Bar Date of January 31, 2003.

     (26) "Bar Date Order" means an order of the Bankruptcy Court establishing
Bar Dates for Filing proofs of Claims in the Chapter 11 Cases, as the same may
be amended, modified or supplemented, including the order entered October 29,
2002.

     (27) "Beneficiaries" means the creditors and claimants of the Estates.

     (28) "Business Day" means any day, other than a Saturday, Sunday or "legal
holiday" (as defined in Bankruptcy Rule 9006(a)).

     (29) "Cash" means the legal tender of the United States of America.

     (30) "Chapter 11 Cases" has the meaning set forth in the introductory
paragraph of the Plan.

     (31) "Claim" means a "claim," as defined in section 101(5) of the
Bankruptcy Code, against either Debtor.

     (32) "Claims Objection Bar Date" means, for all Claims, other than those
Claims allowed in accordance with Sections 1.1(17) and 2.7, the latest of: (a)
120 days after the Effective Date; (b) 60 days after the Filing of a proof of
Claim for such Claim; and (c) such other period of limitation for objecting to
such Claim as may be specifically fixed by the Plan, the Confirmation Order or a
Final Order.

     (33) "Claims Report" means, with respect to each Estate, a report certified
by the claims agent for such Estate setting forth: (a) a listing, as of the
Effective Date, of: (i) all Allowed Secured Claims of such Estate; (ii) all
Allowed Administrative Claims of such Estate; (iii) all Allowed Priority Claims
of such Estate, (iv) all Allowed Priority Tax Claims of such Estate; (v) all
Allowed Unsecured Claims of such Estate; and (vi) all Disputed Claims of such
Estate; and (b) for each Claim so listed (i) the name, address and federal
taxpayer identification number or social security number (if known) of the
holder thereof as of the Distribution Record Date and (ii) the amount thereof,
including the amount of unpaid principal and accrued interest (if known).

     (34) "Class" means a class of Claims or Interests, as described in Article
II.

     (35) "Confirmation Date" means the date on which the Bankruptcy Court
enters the Confirmation Order on its docket, within the meaning of Bankruptcy
Rules 5003 and 9021.

     (36) "Confirmation Hearing" means the hearing before the Bankruptcy Court
to consider confirmation of the Plan pursuant to section 1129 of the Bankruptcy
Code, as such hearing may be continued from time to time.

     (37) "Confirmation Order" means the order or orders of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

     (38) "Contractual Subordination Disputes" means any or all of the following
matters pending in the Kaiser Cases: (i) the 7-3/4% SWD Revenue Bond Dispute;
(ii) the motion filed on August 14, 2004, by the Senior Subordinated Note
Indenture Trustee to determine the classification of the Senior Subordinated
Note Claims under any plan of reorganization filed by the Debtors or the Other
Kaiser Debtors that guaranteed the Senior Subordinated


                                       3
<PAGE>
Notes (including the Plan), and (iii) the adversary proceeding filed August 16,
2004, and styled U.S. Bank National Association v. Kaiser Aluminum & Chemical
Corporation, Adv. Pro. No. 04-55115 (JFK).

     (39) "Creditors' Committee" means the official committee of unsecured
creditors of the Debtors and the Other Kaiser Debtors appointed by the US
Trustee pursuant to section 1102 of the Bankruptcy Code in the Kaiser Cases, as
such appointment has been subsequently modified.

     (40) "Debtors" has the meaning set forth in the introductory paragraph of
the Plan.

     (41) "Disbursing Agent" means the Distribution Trustee, in its capacity as
a disbursing agent pursuant to the Plan, or any third party acting as disbursing
agent at the direction of the Distribution Trustee.

     (42) "Disclosure Statement" means the disclosure statement that relates to
the Plan (including all Exhibits), as approved by the Bankruptcy Court pursuant
to section 1125 of the Bankruptcy Code, as the same may be amended, modified or
supplemented.

     (43) "Disputed Claim" means:

     (a)  if no proof of Claim has been Filed by the applicable Bar Date or has
          otherwise been deemed timely Filed under applicable law: (i) a Claim
          that is listed on a Debtor's Schedules as other than disputed,
          contingent or unliquidated, but as to which the applicable Debtor or
          the Distribution Trustee, or prior to the Confirmation Date, any other
          party in interest, has Filed an objection by the Claims Objection Bar
          Date and such objection has not been withdrawn or denied by a Final
          Order; or (ii) a Claim that is listed on a Debtor's Schedules as
          disputed, contingent or unliquidated; or

     (b)  if a proof of Claim or proof of Administrative Claim has been Filed by
          the Bar Date or has otherwise been deemed timely Filed under
          applicable law: (i) a Claim for which no corresponding Claim is listed
          on a Debtor's Schedules; (ii) a Claim for which a corresponding Claim
          is listed on a Debtor's Schedules as other than disputed, contingent
          or unliquidated, but the nature or amount of the Claim as asserted in
          the proof of Claim varies from the nature and amount of such Claim as
          it is listed on the Schedules; (iii) a Claim for which a corresponding
          Claim is listed on a Debtor's Schedules as disputed, contingent or
          unliquidated; or (iv) a Claim for which an objection has been Filed by
          the applicable Debtor or the Distribution Trustee or, prior to the
          Confirmation Date, any other party in interest, by the Claims
          Objection Bar Date, and such objection has not been withdrawn or
          denied by a Final Order.

     (44) "Disputed Claims Reserves" means, with respect to each of the Trust
Accounts, the reserve of Cash (and any other property) retained in such Trust
Account to satisfy Disputed Claims against the Estate of KAAC or the Estate of
KFC, if, as and when they are allowed, or, to the extent such Disputed Claims
are not allowed, to satisfy Claims that are allowed in accordance with the terms
of the Plan.

     (45) "Distribution Record Date" means the close of business on the
Confirmation Date.

     (46) "Distribution Trust" means the trust established pursuant to the Plan,
among other things, to hold the Distribution Trust Assets and make distributions
pursuant to the Plan.

     (47) "Distribution Trust Agreement" means the trust agreement, to be dated
on or prior to the Effective Date, between the Debtors and the Distribution
Trustee, governing the Distribution Trust, which will be substantially in the
form of Exhibit A to the Plan.

     (48) "Distribution Trust Assets" means collectively: (a) the Trust Accounts
and any Cash (and any other property) held by such Trust Accounts; (b) the
rights of the Debtors under or in respect of the Intercompany Claims Settlement,
the QAL Purchase Agreement or any causes of action not released by the Plan,
including the


                                       4
<PAGE>
Recovery Actions, and any proceeds thereof; and (c) the QAL Proceeds to the
extent that such funds are not included in (a) or (b).

     (49) "Distribution Trust Expenses" means any and all reasonable fees, costs
and expenses incurred by the Distribution Trustee (or any Disbursing Agent,
person, entity or professional engaged by the Distribution Trustee) in
connection with the performance by the Distribution Trustee of its duties under
the Plan or Distribution Trust Agreement.

     (50) "Distribution Trust Expenses Account" means the segregated trust
account to be established and maintained pursuant to Sections 8.9 and 8.10 to
fund the payment of Distribution Trust Expenses.

     (51) "Distribution Trustee" means the trustee selected by the Creditors'
Committee with the consent of the Debtors and identified in the Distribution
Trust Agreement (or any successor trustee), in its capacity as the trustee of
the Distribution Trust.

     (52) "Document Website" means the Internet site with the address
www.kaiseraluminum.com at which the Plan, the Disclosure Statement and all of
the Exhibits and schedules to the Plan and to the Disclosure Statement will be
available, without charge, to any party in interest and the public.

     (53) "Effective Date" means a day, as determined by the Debtors, that is
the Business Day as soon as reasonably practicable after all conditions to the
Effective Date have been satisfied or waived pursuant to the Plan.

     (54) "Equity Claim" means a legal, equitable or contractual Claim arising
from any share or other stock ownership interest in a Debtor, whether or not
transferable or denominated "stock", or similar security, and any options,
warrants, convertible security, liquidation preference or other right to acquire
such shares or other stock ownership interests, including but not limited to
Claims arising from rescission of the purchase or sale of such stock ownership
interests, for damages arising from the purchase or sale of a such stock
ownership interest, or for reimbursement or contribution on account of such
Claim.

     (55) "Estate" means, as to each Debtor, the estate created for that Debtor
in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

     (56) "Executory Contract and Unexpired Lease" means a contract or lease to
which one or both of the Debtors is a party that is subject to assumption,
assumption and assignment or rejection under section 365 of the Bankruptcy Code.

     (57) "Face Amount" means, when used with reference to a Disputed Claim: (a)
the full stated amount claimed by the holder of such Claim in any proof of Claim
Filed by the Bar Date or otherwise deemed timely Filed under applicable law, if
the proof of Claim specifies only a liquidated amount; or (b) if no proof of
Claim has been Filed by the Bar Date or has otherwise been deemed timely Filed
under applicable law, or if the proof of Claim specified an unliquidated amount,
the amount of the Claim (i) acknowledged by the applicable Debtor in any
objection Filed to such Claim or in the Schedules as an undisputed,
noncontingent, and liquidated Claim, (ii) estimated by the Bankruptcy Court
pursuant to section 502(c) of the Bankruptcy Code, (iii) proposed by the
applicable Debtor and approved by the Creditors' Committee prior to the
Effective Date, or (iv) established by the Distribution Trustee on behalf of the
Distribution Trust following the Effective Date; or (c) if neither (a) nor (b)
above are applicable, an amount estimated by the applicable Debtor or the
Distribution Trustee, but such estimated amount will be no less than either (i)
the amount of the claim estimated by the Bankruptcy Court or (ii) the liquidated
portion of the amount claimed by the holder of such Claim in any proof of Claim
Filed by the Bar Date or otherwise deemed timely Filed under applicable law.

     (58) "File," "Filed" or "Filing" means file, filed or filing with the
Bankruptcy Court or its authorized designee in the Chapter 11 Cases.

     (59) "Final Order" means an order or judgment of the Bankruptcy Court, or
other court of competent jurisdiction, as entered on the docket in any
Bankruptcy Case or the docket of any other court of competent


                                       5
<PAGE>
jurisdiction, that has not been reversed, stayed, modified or amended, and as to
which the time to appeal or seek certiorari or move for a new trial, reargument
or rehearing has expired, and no appeal or petition for certiorari or other
proceedings for a new trial, reargument or rehearing has been timely taken, or
as to which any appeal that has been taken or any petition for certiorari that
has been timely filed has been withdrawn or resolved by the highest court to
which the order or judgment was appealed or from which certiorari was sought or
the new trial, reargument or rehearing shall have been denied or resulted in no
modification of such order.

     (60) "Indenture Trustee" means the 9-7/8% Senior Note Indenture Trustee,
10-7/8% Senior Note Indenture Trustee, Senior Subordinated Note Indenture
Trustee or 7-3/4% SWD Revenue Bond Indenture Trustee, or any successor thereto.

     (61) "Intercompany Claim" means a Claim held by a debtor in the Kaiser
Cases against another debtor in any of the Kaiser Cases.

     (62) "Intercompany Claims Settlement" means the settlement and release
agreement among the debtors in the Kaiser Cases and the Creditors' Committee,
dated as of October 5, 2004, in such form as approved by the Intercompany Claims
Settlement Order.

     (63) "Intercompany Claims Settlement Order" means the order of the
Bankruptcy Court approving the settlement of all claims by debtors in any of the
Kaiser Cases against another debtor in any of the Kaiser Cases pursuant to the
Intercompany Claims Settlement entered on February 1, 2005.

     (64) "Interest" means (a) any share or other stock ownership interest in a
Debtor, whether or not transferable or denominated "stock", or similar security,
and any options, warrants, convertible security, liquidation preference or other
right to acquire such shares or other stock ownership interests and (b) any
Equity Claim.

     (65) "IRC" means the Internal Revenue Code of 1986, as amended.

     (66) "KACC" means Kaiser Aluminum & Chemical Corporation.

     (67) "Kaiser Cases" means the chapter 11 cases styled "In re Kaiser
Aluminum Corporation, a Delaware Corporation, et al." jointly administered under
Case No. 02-10429 (JKF) in the United States District Bankruptcy Court for the
District of Delaware.

     (68) "KFC Claim" means the general unsecured claim of KFC against KACC in
the amount of $1,106,000,000 to be treated in accordance with Section 4.2.f of
the Intercompany Claims Settlement.

     (69) "KJC" means Kaiser Jamaica Corporation.

     (70) "Lien" means any mortgage, pledge, deed of trust, assessment, security
interest, lease, adverse claim, levy, charge or other encumbrance of any kind,
including any "lien" as defined in section 101 (37) of the Bankruptcy Code, or a
conditional sale contract, title retention contract or other contract to give
any of the foregoing.

     (71) "Liquidating Transactions" means the transactions set forth in the
first sentence of Section 7.1 to effectuate a liquidation of the Debtors.

     (72) "Other Kaiser Debtor" means any of the debtors in the Kaiser Cases
except the Debtors.

     (73) "Other Unsecured Claim" means an Unsecured Claim other than a Senior
Note Claim, a Senior Subordinated Note Claim or a PBGC Claim.

     (74) "Other Unsecured Claims Percentage" means the percentage equaling the
ratio of (a) the aggregate amount of all allowed Other Unsecured Claims to (b)
the sum of (i) the aggregate amount of all allowed Other Unsecured Claims and
(ii) $1,237,237,000.


                                       6
<PAGE>
     (75) "PBGC" means the Pension Benefit Guaranty Corporation.

     (76) "PBGC Claims" means the Claims (excluding any Administrative Claims)
of the PBGC against the Debtors arising from or relating to the pension plans
which were or are maintained by any of the Other Kaiser Debtors in the Kaiser
Cases and guaranteed by the PBGC, as such Claims are allowed pursuant to the
PBGC Settlement Agreement.

     (77) "PBGC Percentage" means (a) 32% less (b) 32% of the Other Unsecured
Claims Percentage.

     (78) "PBGC Settlement Agreement" means the agreement among KACC and the
PBGC, dated as of October 14, 2004.

     (79) "Pending Payments" means identified amounts (excluding undeliverable
Cash) held by the Distribution Trust for distribution to holders of Allowed
Claims in specific amounts as of the date the Distribution Trust receives the
applicable Distribution Trust Assets.

     (80) "Permitted Investment" has the meaning ascribed thereto in the
Distribution Trust Agreement.

     (81) "Petition Date" means February 12, 2002.

     (82) "Plan" means this joint plan of liquidation for the Debtors, to the
extent applicable to either Debtor, and all Exhibits attached hereto or
referenced herein, as any of the same may be amended, modified or supplemented
from time to time.

     (83) "Priority Claim" means a Claim that is entitled to priority in payment
pursuant to section 507(a) of the Bankruptcy Code that is not an Administrative
Claim or a Priority Tax Claim.

     (84) "Priority Claims Trust Account" means the segregated trust account to
be established and maintained by the Distribution Trustee pursuant to Sections
8.9 and 8.11 to satisfy Allowed Secured Claims, Allowed Administrative Claims,
Allowed Priority Claims and Allowed Priority Tax Claims against the Estate of
KAAC or the Estate of KFC.

     (85) "Priority Tax Claim" means a Claim arising under U.S. federal, state
or local tax laws that is entitled to priority in payment pursuant to section
507(a)(8) of the Bankruptcy Code.

     (86) "Professional Fee Claims" means the Claims of (a) any professional in
the Chapter 11 Cases pursuant to sections 330 or 1103 of the Bankruptcy Code or
(b) any professional or other entity seeking compensation or reimbursement of
expenses in connection with the Chapter 11 Cases pursuant to sections 503(b)(3),
503(b)(4) or 503(b)(5) of the Bankruptcy Code.

     (87) "Pro Rata Share" means, when used with reference to a distribution to
a holder of an Allowed Claim in a Subclass of Class 3, that share of Cash or
other property to be distributed on account of all Allowed Claims in such
Subclass so that the ratio of (a)(i) the amount of Cash or other property to be
distributed on account of the particular Allowed Claim to (ii) the amount of
such Claim, is the same as the ratio of (b)(i) the aggregate amount of Cash or
other property to be distributed on account of all Allowed Claims in such
Subclass to (ii) the aggregate amount of all Allowed Claims in such Subclass.

     (88) "Public Note Claims" means Claims arising under the Public Notes.

     (89) "Public Note Distributable Consideration" means the Public Note
Percentage of the Cash and other property in the Unsecured Claims Trust Account.

     (90) "Public Note Percentage" means (a) 68% less (b) 68% of the Other
Unsecured Claims Percentage.


                                       7
<PAGE>
     (91) "Public Notes" means any of (a) the 9-7/8% Senior Notes, (b) the
10-7/8% Senior Notes, or (c) the Senior Subordinated Notes.

     (92) "QAL" means Queensland Australia Limited, an Australian corporation.

     (93) "QAL Proceeds" means the net Cash proceeds to KAAC in connection with
the sale of its interests in QAL pursuant to the QAL Purchase Agreement, after
taking into account the costs and expenses of the sale payable by KAAC in
accordance with the Intercompany Claims Settlement and the satisfaction of any
applicable Allowed Secured Claim with a valid and enforceable Lien against such
proceeds.

     (94) "QAL Purchase Agreement" means that certain Purchase Agreement, dated
as of October 28, 2004, by and among Alumina & Bauxite Company Ltd., KACC and
KAAC or, in the event such agreement is terminated, the purchase agreement
entered into by and among Pegasus Queensland Acquisition Pty Limited and/or
Glencore AG and KACC and KAAC, as contemplated by the Bankruptcy Court's order
dated November 8, 2004.

     (95) "Quarterly Distribution Date" means, with respect to distributions
subsequent to the initial distributions pursuant to Section 9.4, the last
Business Day of the month following the end of each calendar quarter after the
Effective Date; provided, however, that if the Effective Date is within 45 days
of the end of a calendar quarter, the first Quarterly Distribution Date will be
the last Business Day of the month following the end of the first calendar
quarter after the calendar quarter in which the Effective Date falls.

     (96) "Recovery Actions" means, collectively and individually, preference
actions, fraudulent conveyance actions, rights of setoff, and other claims or
causes of action under chapter 5 of the Bankruptcy Code and other applicable
bankruptcy or nonbankruptcy law.

     (97) "Retained Portion of the KFC Claim" means the portion of the KFC Claim
retained by KFC after giving effect to Section 4.2.f of the Intercompany Claims
Settlement.

     (98) "Schedules" means the schedules of assets and liabilities and the
statements of financial affairs Filed by the Debtors, as required by section 521
of the Bankruptcy Code, as the same may be amended, modified or supplemented by
the Debtors from time to time.

     (99) "Secured Claim" means a Claim that is secured by a Lien on property in
which an Estate has an interest or that is subject to setoff under section 553
of the Bankruptcy Code, to the extent of the value of the Claim holder's
interest in the applicable Estate's interest in such property or to the extent
of the amount subject to setoff, as applicable, as determined pursuant to
sections 506(a) and, if applicable, 1129(b) of the Bankruptcy Code.

     (100) "Senior Note Claims" means 9-7/8% Senior Note Claims and 10-7/8%
Senior Note Claims.

     (101) "Senior Subordinated Note Claim" means a Claim against a Debtor under
or in respect of one or more Senior Subordinated Notes and the Senior
Subordinated Note Indenture.

     (102) "Senior Subordinated Note Indenture" means the Indenture, dated as of
February 1, 1993, by and among the Debtors, certain Other Kaiser Debtors
(including KACC) and the Senior Subordinated Note Indenture Trustee, as the same
may have been subsequently modified, amended or supplemented, together with all
instruments and agreements related thereto.

     (103) "Senior Subordinated Note Indenture Trustee" means Law Debenture
Trust Company of New York, as successor indenture trustee under the Senior
Subordinated Note Indenture.

     (104) "Senior Subordinated Notes" means the 12-3/4% senior subordinated
notes due 2003 issued by KACC, pursuant to the Senior Subordinated Note
Indenture in the outstanding aggregate principal amount of $400,000,000.


                                       8
<PAGE>
     (105) "Settlement Percentage" means the percentage equaling the ratio of
(a) $4,000,000 to (b) 50.78% of the Public Note Percentage of the Cash in the
Unsecured Claims Trust Account.

     (106) "Steering Committee" means a committee comprised of the members of
the Alumina Creditor Subcommittee (as defined in the Intercompany Claims
Settlement) other than any member thereof that is (a) a holder of a Senior
Subordinated Note Claim or (b) the Senior Subordinated Note Indenture Trustee.

     (107) "Stipulation of Amount and Nature of Claim" means a stipulation or
other agreement between the applicable Debtor or Distribution Trustee and a
holder of a Claim or Interest, or an agreed order of the Bankruptcy Court,
establishing the amount and nature of a Claim or Interest.

     (108) "Tax" means: (a) any net income, alternative or add-on minimum, gross
income, gross receipts, sales, use, ad valorem, value added, transfer,
franchise, profits, license, property, environmental or other tax, assessment or
charge of any kind whatsoever (together in each instance with any interest,
penalty, addition to tax or additional amount) imposed by any U.S. federal,
state, local or foreign taxing authority; or (b) any liability for payment of
any amounts of the foregoing types as a result of being a member of an
affiliated, consolidated, combined or unitary group, or being a party to any
agreement or arrangement whereby liability for payment of any such amounts is
determined by reference to the liability of any other entity.

     (109) "Trust Accounts" means, collectively, the Distribution Trust Expenses
Account, the Priority Claims Trust Account, the Unsecured Claims Trust Account
and the Undeliverable Property Trust Account.

     (110) "Undeliverable Property Trust Account" means the segregated trust
account to be established and maintained by the Distribution Trustee pursuant to
Sections 8.9 and 8.13 to hold undeliverable Cash or other property for the
benefit of holders of Allowed Unsecured Claims against the Estate of KAAC or the
Estate of KFC otherwise entitled to such distributions.

     (111) "Unsecured Claim" means any Claim that is not an Administrative
Claim, Priority Claim, Priority Tax Claim, Secured Claim or Intercompany Claim
and includes, without limitation, Senior Note Claims, Senior Subordinated Note
Claims and the PBGC Claims.

     (112) "Unsecured Claims Trust Account" means the segregated trust account
to be established and maintained by the Distribution Trustee pursuant to
Sections 8.9 and 8.12 to satisfy Allowed Unsecured Claims against the Estate of
KAAC or the Estate of KFC.

     (113) "US Trustee Fees" means all fees and charges assessed against the
Estates under chapter 123 of title 28, United States Code, 28 U.S.C. Sections
1911-1930.

     1.2 Rules of Interpretation.

          For purposes of the Plan, unless otherwise provided herein: (a)
whenever from the context it is appropriate, each term, whether stated in the
singular or the plural, will include both the singular and the plural; (b)
unless otherwise provided in the Plan, any reference in the Plan to a contract,
instrument, release, or other agreement or document being in a particular form
or on particular terms and conditions means that such document will be
substantially in such form or substantially on such terms and conditions; (c)
any reference in the Plan to an existing document or Exhibit Filed or to be
Filed means such document or Exhibit, as it may have been or may be amended,
modified or supplemented pursuant to the Plan or Confirmation Order; (d) any
reference to an entity as a holder of a Claim or Interest includes that entity's
successors and assigns and affiliates; (e) all references in the Plan to
Sections, Articles and Exhibits are references to Sections, Articles and
Exhibits of or to the Plan; (f) the words "herein," "hereunder" and "hereto"
refer to the Plan in its entirety rather than to a particular portion of the
Plan; (g) captions and headings to Articles and Sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the interpretation of the Plan; (h) subject to the provisions of any
certificates of incorporation, by-laws or similar constituent documents or any
contract, instrument, release or other agreement or document entered into or
delivered in connection with the Plan, the rights and obligations arising under
the Plan will


                                       9
<PAGE>
be governed by, and construed and enforced in accordance with, federal law,
including the Bankruptcy Code and the Bankruptcy Rules; and (i) the rules of
construction set forth in section 102 of the Bankruptcy Code will apply.

     1.3 Computation of Time.

          In computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) will apply.

                                   ARTICLE II

              CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

     2.1 General. All Claims and Interests, except Administrative Claims and
Priority Tax Claims, are placed in Classes. In accordance with section
1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims
have not been classified and thus are excluded from the Classes. A Claim or
Interest is classified in a particular Class only to the extent that the Claim
or Interest qualifies within the description of that Class and is classified in
other Classes to the extent that any remainder of the Claim or Interest
qualifies within the description of such other Classes.

     (a)  Unimpaired Classes of Claims.

          Class 1 (Priority Claims): Priority Claims against either of the
          Debtors.

          Class 2 (Secured Claims): Secured Claims against either of the
          Debtors.

     (b)  Impaired Classes of Claims and Interests.

          Class 3 (Unsecured Claims): Unsecured Claims against either of the
          Debtors other than Claims otherwise classified under the Plan,
          subclassified as follows:

               Subclass 3A: Senior Note Claims against the Debtors.

               Subclass 3B: Senior Subordinated Note Claims against the Debtors.

               Subclass 3C: PBGC Claims against the Debtors.

               Subclass 3D: Other Unsecured Claims against either of the
               Debtors.

          Class 4 (Intercompany Claims): Intercompany Claims against the
          Debtors.

          Class 5 (Interests in the Debtors): Interests in either of the
          Debtors.

     2.2  Administrative Claims.

     (a) Administrative Claims in General. Except as otherwise provided herein
or unless otherwise agreed by the holder of an Administrative Claim and the
applicable Debtor or the Distribution Trustee, each holder of an Allowed
Administrative Claim will receive, in full satisfaction of its Administrative
Claim, Cash from the Priority Claims Trust Account in an amount equal to the
allowed amount of such Administrative Claim either (a) on or promptly after the
Effective Date or (b) if the Administrative Claim is not allowed as of the
Effective Date, on or promptly after the date that is 30 days after the date on
which (i) an order allowing such Administrative Claim becomes a Final Order or
(ii) a Stipulation of Amount and Nature of Claim is executed by the Distribution
Trustee and the holder of the Administrative Claim.

     (b) US Trustee Fees. On or before the Effective Date, Administrative Claims
for fees payable pursuant to 28 U.S.C. Section 1930, as determined by the
Bankruptcy Court at the Confirmation Hearing, will be paid by


                                       10
<PAGE>
the applicable Debtor or the Distribution Trustee in Cash equal to the amount of
such Administrative Claims. All fees payable pursuant to 28 U.S.C. Section 1930
will be paid by the Distribution Trustee in accordance herewith from the
Priority Claims Trust Account until the closing of the Chapter 11 Cases pursuant
to section 350(a) of the Bankruptcy Code.

     (c) Bar Dates for Administrative Claims.

     (i)  General Bar Date Provisions. As provided in the Administrative Claim
          Bar Date Order, any holder of an Administrative Claim against a Debtor
          that was required to File and serve a request for payment of such
          Administrative Claim and does not File and serve such a request in
          accordance with the Administrative Claim Bar Date Order by the
          Administrative Claim Bar Date, will be forever barred from asserting
          such Administrative Claim against the Debtors, the Distribution
          Trustee or the property of any of them, or the Trust Accounts, and
          such Administrative Claim will be deemed waived and released as of the
          Effective Date. Objections to an Administrative Claim must be Filed by
          the Distribution Trustee and served on the requesting party by the
          later of (A) 45 days after the Effective Date and (B) 60 days after
          the Filing of the request for payment of an Administrative Claim.

     (ii) Bar Dates for Professional Fees. Except as otherwise set forth herein
          or in the Intercompany Claims Settlement, professionals or other
          entities asserting a Professional Fee Claim for services rendered
          solely with respect to the Debtors before the Effective Date must File
          and serve on the Debtors and the Distribution Trustee and such other
          entities who are designated by the Bankruptcy Rules, the Confirmation
          Order or other order of the Bankruptcy Court, an application for final
          allowance of such Fee Claim no later than 60 days after the Effective
          Date. Objections, including any objections by the US Trustee, to any
          Professional Fee Claim must be Filed and served on the Distribution
          Trustee and the requesting party by the later of (A) 90 days after the
          Effective Date and (B) 30 days after the Filing of the applicable
          request for payment of the Professional Fee Claim. To the extent
          necessary, the Confirmation Order will amend and supersede any
          previously entered order of the Bankruptcy Court regarding the payment
          of Professional Fee Claims (other than the Intercompany Claim
          Settlement Order) solely with respect to the Debtors.

          To the extent that any professional has provided services in the
          Kaiser Cases, the Bar Date for Professional Fee Claims in this Section
          2.2(c)(ii) relates only to such professional's fees for services and
          reimbursement of expenses reasonably allocable by such Professional
          solely to the Debtors and not otherwise treated pursuant to the
          Intercompany Claims Settlement Order; Claims relating to such
          professional's fees for services and reimbursement of expenses to the
          Other Kaiser Debtors may be sought against the estates of such Other
          Kaiser Debtors. The failure of a professional to allocate any
          particular charges to the Debtors will not foreclose, waive or affect
          in any way the professional's right to seek allowance and payment of
          such charges from the Other Kaiser Debtors.

     (d) QAL Purchase Agreement. From and after the Effective Date, any amounts
payable by KAAC under the QAL Purchase Agreement, including any amounts that
become payable in respect of indemnification claims, will be paid in full in
Cash from the Priority Claims Trust Account in accordance with the applicable
provisions of the QAL Purchase Agreement. The Distribution Trust will have no
claim against KACC, for contribution or otherwise, as a result of any such
payment.

     (e) PBGC Administrative Claim. Pursuant to paragraph 10 of the PBGC
Settlement Agreement, the PBGC will have an Allowed Administrative Claim against
KAAC and KFC and, on the Effective Date, if neither KACC nor any of the Other
Kaiser Debtors has paid to the PBGC $14,000,000 in full as required by Section
7.10 of the Intercompany Claims Settlement, then the PBGC will receive, in full
satisfaction of such Allowed Administrative Claim, Cash from the Priority Claims
Trust Account in the amount of $14,000,000 less any portion of such amount that
has been previously paid to the PBGC by KACC or any of the Other Kaiser Debtors.


                                       11
<PAGE>
     2.3 Priority Tax Claims.

     (a) Pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, unless
otherwise agreed by the holder of a Priority Tax Claim and the applicable Debtor
or the Distribution Trustee, each holder of an Allowed Priority Tax Claim will
receive, in full satisfaction of its Priority Tax Claim, the full amount thereof
in Cash, without postpetition interest or penalty, from the Priority Claims
Trust Account as soon as practicable after the later of (i) the Effective Date
and (ii) the date on which the Priority Tax Claim becomes an Allowed Claim.

     (b) Notwithstanding the provisions of Section 2.3(a), the holder of an
Allowed Priority Tax Claim will not be entitled to receive any payment on
account of any penalty arising with respect to or in connection with the Allowed
Priority Tax Claim. Any such Claim or demand for any such penalty (i) will be
subject to treatment in Subclass 3D and (ii) the holder of an Allowed Priority
Tax Claim will not be entitled to assess or attempt to collect such penalty from
the Debtors, the Distribution Trustee, their properties or the Trust Accounts
(other than as the holder of an Allowed Subclass 3D Claim).

     2.4 Classified Claims.

     (a) Class 1 - Priority Claims. On the later of the Effective Date and the
date on which a Priority Tax Claim is allowed, each holder of an Allowed
Priority Claim will, in full and complete settlement and satisfaction of such
Claim, receive either: (i) Cash in the amount of such holder's Allowed Priority
Claim without interest or penalty; or (ii) such other treatment as may be agreed
upon in writing by such holder and the Debtors or the Distribution Trustee.
Class 1 is unimpaired under the Plan. Each holder of an Allowed Priority Claim
is conclusively presumed to have accepted the Plan and is not entitled to vote
on the Plan.

     (b) Class 2 - Secured Claims. On the later of the Effective Date and the
date on which a Secured Claim is allowed, each holder of an Allowed Secured
Claim will, in full and complete settlement and satisfaction of such Claim, at
the sole option of the Debtors, receive either (i) Cash in an amount equal to
such Allowed Secured Claim, including such interest as is required to be paid
pursuant to section 506(b) of the Bankruptcy Code; or (ii) the collateral
securing such Allowed Secured Claim and Cash from the Priority Claims Trust
Account an amount equal to such interest as is required to be paid pursuant to
section 506(b) of the Bankruptcy Code. Class 2 is unimpaired under the Plan.
Each holder of an Allowed Secured Claim is conclusively presumed to have
accepted the Plan and is not entitled to vote on the Plan.

     (c) Class 3 - Unsecured Claims. Subclass 3A, Subclass 3B, Subclass 3C and
Subclass 3D are impaired under the Plan and holders of Allowed Claims in each of
such Subclasses are entitled to vote on the appropriate Ballot to accept or
reject the Plan. For voting purposes, each Subclass will vote as a separate
class.

     (i)  Subclass 3A (Senior Note Claims):

          (A)  Plan Accepted by Subclass 3A and Subclass 3B. On the Effective
               Date, if both Subclass 3A and Subclass 3B vote to accept the Plan
               in accordance with section 1126(c) of the Bankruptcy Code, each
               holder of an Allowed Senior Note Claim will, in full and complete
               satisfaction of such Claim, be entitled to receive Cash and other
               property from the Unsecured Claims Trust Account equal to its Pro
               Rata Share of the Public Note Distributable Consideration
               remaining after first giving effect to the following payments on
               the Effective Date by the Distribution Trustee from the Public
               Note Distributable Consideration: (I) the payment to be made to
               the 7-3/4% SWD Revenue Bond Indenture Trustee for the benefit of
               the holders of the 7-3/4% SWD Revenue Bonds pursuant to Section
               2.5 and the payment of all amounts payable pursuant to Section
               2.6(b); (II) the payment of all amounts payable pursuant to
               Section 2.6(a); and (III) the payment of $8,000,000 to be made to
               the Senior Subordinated Note Indenture Trustee for the benefit of
               the holders of Senior Subordinated Note Claims. If both Subclass
               3A and Subclass 3B vote to accept the Plan, as of the Effective
               Date the treatment provided pursuant to this Section 2.4(c)(i)(A)
               and Section 2.4(c)(ii)(A) will be deemed to be in full and
               complete satisfaction of any and all obligations of holders of
               Senior Subordinated Note Claims relating to the contractual
               subordination provisions under the Senior Subordinated Note


                                       12
<PAGE>
               Indenture and any and all claims of holders of Senior Note Claims
               relating to the contractual subordination provisions of the
               Senior Subordinated Note Indenture, as such obligations and
               claims relate to KAAC and KFC.

          (B)  Plan Rejected by Subclass 3A or Subclass 3B. If either Subclass
               3A or Subclass 3B fails to accept the Plan in accordance with
               section 1126(c) of the Bankruptcy Code, the obligations of
               holders of Senior Subordinated Note Claims relating to the
               contractual subordination provisions of the Senior Subordinated
               Note Indenture and the claims of holders of Senior Note Claims
               relating to the contractual subordination provisions of the
               Senior Subordinated Note Indenture, as such obligations and
               claims relate to KAAC and KFC, will be preserved under the Plan
               to the extent enforceable under section 510(a) of the Bankruptcy
               Code. In such event: (I) the holders of Senior Note Claims will
               not become entitled to receive the distribution described in
               Section 2.4(c)(i)(A); and (II) the Bankruptcy Court will enter an
               order (which will be the Confirmation Order) pursuant to which
               the Bankruptcy Court will determine the respective entitlement of
               the holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-7/8%
               Senior Note Claims, Allowed Senior Subordinated Note Claims and,
               if applicable under Section 2.5(b), 7-3/4% SWD Revenue Bonds to
               the Public Note Distributable Consideration. The distributions
               ultimately made to a holder of an Allowed Senior Note Claim in
               accordance with this Section 2.4(c)(i)(B) will be reduced by such
               holder's proportional share of (x) all amounts payable pursuant
               to Section 2.6(a) and (y) if the Bankruptcy Court determines that
               holders of Allowed Senior Subordinated Note Claims are not
               entitled to any portion of the Public Note Distributable
               Consideration, the payment, if any, to be made to the 7-3/4% SWD
               Revenue Bond Indenture Trustee for the benefit of the holders of
               7-3/4% SWD Revenue Bonds pursuant to Section 2.5 (or a
               reservation in lieu thereof in accordance with Section 2.5(b))
               and any amounts payable pursuant to Section 2.6(b).

     (ii) Subclass 3B (Senior Subordinated Note Claims):

          (A)  Plan Accepted by Subclass 3A and Subclass 3B. On the Effective
               Date, if both Subclass 3A and Subclass 3B vote to accept the Plan
               in accordance with section 1126(c) of the Bankruptcy Code, each
               holder of an Allowed Senior Subordinated Note Claim will, in full
               and complete satisfaction of such Claim, be entitled to receive
               its Pro Rata Share of $8,000,000 in Cash to be paid to the Senior
               Subordinated Note Indenture Trustee as contemplated by clause
               (III) of the first sentence of Section 2.4(c)(i)(A), provided
               that any and all fees or expenses payable to the Senior
               Subordinated Note Indenture Trustee pursuant to the Senior
               Subordinated Note Indenture will, in all events, be payable
               solely from such $8,000,000. If both Subclass 3A and Subclass 3B
               vote to accept the Plan, as of the Effective Date the treatment
               provided pursuant to Section 2.4(c)(i)(A) and this Section
               2.4(c)(ii)(A) will be deemed to be in full and complete
               satisfaction of any and all obligations of holders of Senior
               Subordinated Note Claims relating to the contractual
               subordination provisions under the Senior Subordinated Note
               Indenture and any and all claims of holders of Senior Note Claims
               relating to the contractual subordination provisions of the
               Senior Subordinated Note Indenture, as such obligations and
               claims relate to KAAC and KFC.

          (B)  Plan Rejected by Subclass 3A or Subclass 3B. If either Subclass
               3A or Subclass 3B fails to accept the Plan in accordance with
               section 1126(c) of the Bankruptcy Code, the obligations of
               holders of Senior Subordinated Note Claims relating to the
               contractual subordination provisions of the Senior Subordinated
               Note Indenture and the claims of holders of Senior Note Claims
               relating to the contractual subordination provisions of the
               Senior Subordinated Note Indenture, as such obligations and
               claims relate to KAAC and KFC, will be preserved under the Plan
               to the extent enforceable under section 510(a) of the Bankruptcy
               Code. In such event: (I) the holders of Senior Subordinated Note
               Claims will not become entitled to receive the distribution
               described in Section 2.4(c)(ii)(A); and (II) the Bankruptcy Court
               will enter an order (which will be the Confirmation Order)


                                       13
<PAGE>
               pursuant to which the Bankruptcy Court will determine the
               respective entitlement of the holders of Allowed 9-7/8% Senior
               Note Claims, Allowed 10-7/8% Senior Note Claims, Allowed Senior
               Subordinated Note Claims and, if applicable under Section 2.5(b),
               7-3/4% SWD Revenue Bonds to the Public Note Distributable
               Consideration. Any distributions ultimately made to a holder of
               an Allowed Senior Subordinated Note Claim in accordance with this
               Section 2.4(c)(ii)(B) may be reduced by such holder's
               proportional share of any and all fees and expenses payable to
               the Senior Subordinated Note Indenture Trustee pursuant to the
               Senior Subordinated Note Indenture, which will, subject to such
               Trustee's right to seek payment by the Debtors of such fees and
               expenses pursuant to section 503(b)(5) of the Bankruptcy Code, be
               payable solely from such distributions.

     (iii) Subclass 3C (PBGC Claims): On the Effective Date, the PBGC as holder
          of the PBGC Claims will, in full and complete satisfaction of such
          Claims, be entitled to receive the PBGC Percentage of the Cash and,
          subject to Section 2.10, other property in the Unsecured Claims Trust
          Account.

     (iv) Subclass 3D (Other Unsecured Claims): On the Effective Date, each
          holder of an Allowed Other Unsecured Claim will, in full and complete
          satisfaction of such Claim, be entitled to receive a Pro Rata Share of
          the Other Unsecured Claims Percentage of the Cash and, subject to
          Section 2.10, other property in the Unsecured Claims Trust Account.

     (d) Class 4 - Intercompany Claims. On the Effective Date, each holder of an
Intercompany Claim will be entitled to receive the treatment set forth in the
Intercompany Claims Settlement. Class 4 is impaired under the Plan.
Notwithstanding this treatment of Class 4 Claims, each of the holders of Class 4
Claims will be deemed to have accepted the Plan.

     (e) Class 5 - Interests in the Debtors. No property will be distributed to,
or retained by, KACC as the holder of the Interests in KAAC on account of such
Interests or KAAC as the holder of Interests in KFC on account of such
Interests, and such Interests will be cancelled on the Effective Date.
Notwithstanding this treatment of Class 5 Interests, each of the holders of
Class 5 Interests will be deemed to have accepted the Plan.

     2.5 7-3/4% SWD Revenue Bond Dispute and Settlement.

     (a) Plan Accepted by Subclass 3A. If (i) Subclass 3A votes to accept the
Plan in accordance with section 1126(c) of the Bankruptcy Code and (ii) unless
the holders of Senior Note Claims otherwise agree pursuant to a settlement, all
holders of Allowed Senior Note Claims are entitled under the Plan to identical
treatment in respect of contractual subordination claims under the Senior
Subordinated Note Indenture, then, on the Effective Date, an amount equal to the
Settlement Percentage of the Cash in the Unsecured Claims Trust Account that
would otherwise have been distributed in respect of the Senior Subordinated Note
Claims but which, after giving effect to the contractual subordination
provisions of the Senior Subordinated Note Indenture and pursuant to Sections
2.4(c)(i) and 2.4(c)(ii) but prior to giving effect to any payments under this
Section 2.5, is to be distributed to holders of Senior Note Claims will, in full
and complete satisfaction of the claims of holders of 7-3/4% SWD Revenue Bonds
asserted in the 7-3/4% SWD Revenue Bond Dispute in respect of the Debtors, be
paid to the 7-3/4% SWD Revenue Bond Indenture Trustee for the benefit of holders
of 7-3/4% SWD Revenue Bonds. Notwithstanding the foregoing, in no event will the
amount paid under this Section 2.5(a), when aggregated with any amount payable
under any comparable provision of the AJI/KJC Plan, exceed $8,000,000. If the
Debtors do not File a separate motion, the Plan will serve as a motion pursuant
to Bankruptcy Rule 9019 seeking entry of an order approving the foregoing
settlement. Unless an objection to such settlement is made in writing by any
creditor or claimant affected thereby, Filed with the Bankruptcy Court and
served on the parties identified in Section 12.6 on or before April 5, 2005,
such order (which will be the Confirmation Order) may be entered by the
Bankruptcy Court. In the event any such objections are timely Filed, a hearing
with respect thereto will occur at the Confirmation Hearing.

     (b) Plan Rejected by Subclass 3A. If Subclass 3A fails to accept the Plan
in accordance with section 1126(c) of the Bankruptcy Code, the rights, if any,
of the holders of 7-3/4% SWD Revenue Bonds to payments from the Public Note
Distributable Consideration will be as determined in an order of the Bankruptcy
Court (which may be the Confirmation Order) in connection with the
determinations contemplated by


                                       14
<PAGE>
Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B); provided that if the determination with
respect to the rights of the holders of 7-3/4% SWD Revenue Bonds to such payment
has not been made by the Bankruptcy Court prior to the Effective Date, then, in
order to ensure the funding of such payment, on the Effective Date the
Distribution Trustee will reserve from the Public Note Distributable
Consideration any amount that may be ordered by the Bankruptcy Court to be so
reserved pending such determination.

     2.6 Senior Note Indenture Trustee and Ad Hoc Group Counsel Fees and
Expenses; 7-3/4% SWD Revenue Bond Plaintiffs' Fees.

     (a) Senior Note Indenture Trustee and Ad Hoc Group Counsel Fees and
Expenses. The fees and expenses of (a) the 9-7/8% Senior Note Indenture Trustee,
(b) the 10-7/8% Senior Note Indenture Trustee, and (c) counsel for the Ad Hoc
Group through the Effective Date will be paid out of the Public Note
Distributable Consideration. No later than two Business Days prior to the
Effective Date, each of the entities to which reference is made in clauses (a),
(b) and (c) of the first sentence of this Section 2.6(a) will furnish to the
Creditors' Committee and the Debtors information in respect of such fees and
expenses incurred and estimated to be incurred through the Effective Date.

     (b) 7-3/4% SWD Revenue Bond Plaintiffs' Fees. If a payment is required to
be made to the 7-3/4% SWD Revenue Bond Indenture Trustee for the benefit of
holders of 7-3/4% SWD Revenue Bonds under the first sentence of Section 2.5(a),
the reasonable out-of-pocket expenses (including attorneys' fees) incurred and
paid by the plaintiffs in the 7-3/4% SWD Revenue Bond Dispute in connection with
the Chapter 11 Cases and the chapter 11 cases of the Other Kaiser Debtors,
including in connection with the 7-3/4% SWD Revenue Bond Dispute, and that
certain civil action currently pending before the United States District Court
for the Eastern District of Louisiana styled Paul J. Guillot, et al. v. Credit
Suisse First Boston, LLC, and numbered 03-0797, will be paid out of the Public
Note Distributable Consideration otherwise payable to holders of Allowed Claims
in Subclass 3A, provided, however, that in no event will the amount paid under
this sentence, when aggregated with any amount payable under any comparable
provision of the AJI/KJC Plan, exceed $500,000; provided further, however, that
nothing in this Section 2.6(b) will prejudice the rights of such plaintiffs to
seek additional recoveries (i) from amounts otherwise to be paid to or for the
benefit of holders of 7-3/4% SWD Revenue Bonds under the Plan or the AJI/KJC
Plan or (ii) from, or in respect of amounts otherwise to be paid to or for the
benefit of holders of 7-3/4% SWD Revenue Bonds by, any Other Kaiser Debtor other
than AJI or KJC. No later than two Business Days prior to the Effective Date,
the plaintiffs in the 7-3/4% SWD Revenue Bond Dispute will furnish to the
Creditors' Committee, the Debtors, the 9-7/8% Senior Note Indenture Trustee and
the 10-7/8% Senior Note Indenture Trustee information in respect of such fees
and expenses incurred and estimated to be incurred through the Effective Date.

     2.7 Allowance of Certain Public Note Claims. The 9-7/8% Senior Note Claims
are allowed in the aggregate amount of $181,168,828.96, the 10-7/8% Senior Note
Claims are allowed in the aggregate amount of $232,952,343.77 and the Senior
Subordinated Note Claims are allowed in the aggregate amount of $427,200,000.

     2.8 Substantive Consolidation. In connection with confirmation of the Plan,
the Debtors will seek Bankruptcy Court approval of the substantive consolidation
of the Debtors for the purpose of implementing the Plan, including for purposes
of voting, confirmation and distributions to be made under the Plan. Pursuant to
the relevant order of the Bankruptcy Court: (a) all assets and liabilities of
the Debtors will be deemed merged; (b) all guarantees by, or co-obligations of,
one Debtor in respect of the obligations of the other Debtor will be deemed
eliminated so that any Claim against either Debtor and any guarantee by, or
co-obligation of, the other Debtor and any joint or several liability of either
of the Debtors will be deemed to be one obligation of the consolidated Debtors;
and (c) each and every Claim Filed or to be Filed in the Chapter 11 Case of
either Debtor will be deemed Filed against the consolidated Debtors and will be
deemed one Claim against and a single obligation of the consolidated Debtors.
Such substantive consolidation (other than for the purpose of implementing the
Plan) will not affect the legal and corporate structures of the Debtors, nor
will such substantive consolidation affect or be deemed to affect any
Intercompany Claim in any manner contrary to the Intercompany Claims Settlement,
nor will such substantive consolidation be deemed to affect any Other Kaiser
Debtor or claims against any Other Kaiser Debtor.

     2.9 Order Granting Substantive Consolidation. The Plan will serve as a
motion seeking entry of an order substantively consolidating the Debtors, as
described, and to the limited extent set forth, in Section 2.8. Unless an
objection to such substantive consolidation is made in writing by any creditor
or claimant affected by the


                                       15
<PAGE>
Plan, Filed with the Bankruptcy Court and served on the parties identified in
Section 12.6 on or before April 5, 2005, or such other date as may be fixed by
the Bankruptcy Court, the substantive consolidation order (which will be the
Confirmation Order) may be entered by the Bankruptcy Court. In the event any
such objections are timely Filed, a hearing with respect thereto will occur at
the Confirmation Hearing.

     2.10 KFC Claim against KACC. Notwithstanding anything to the contrary
herein, no distributions in respect of the Retained Portion of the KFC Claim
will be made, and the Retained Portion of the KFC Claim will be held in the
Unsecured Claims Trust Account, until receipt by the Distribution Trustee of
distributions in respect thereof from KACC pursuant to a confirmed plan of
reorganization of KACC or otherwise and then in-kind distributions consisting of
the property received by the Distribution Trustee from KACC in respect of the
Retained Portion of the KFC Claim will be made in accordance with the terms of
the Plan. Section 4.2.f of the Intercompany Claims Settlement is, and will be,
determinative of the ownership rights in the KFC Claim.

     2.11 No Effect on Claims Against or Interests in Other Kaiser Debtors.
Nothing in the Plan, including the acceptance or rejection of the Plan by
Subclass 3A or Subclass 3B, will be deemed to affect any person's claim against
or interest in any Other Kaiser Debtor or any of their respective present or
former directors, officers, employees, agents, advisors, attorneys, accountants,
underwriters, investment bankers or other representatives, acting in such
capacity, or any rights, including contractual subordination rights, that any
person may have in respect of any such claim against or interest in any such
Other Kaiser Debtor.

                                   ARTICLE III

              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     3.1 Executory Contracts and Unexpired Leases to Be Rejected. On the
Effective Date, except for an Executory Contract or Unexpired Lease that
previously was assumed and assigned or rejected by an order of the Bankruptcy
Court, each Executory Contract and Unexpired Lease entered into by a Debtor
prior to the Petition Date that has not previously expired or terminated
pursuant to its own terms will be rejected pursuant to section 365 of the
Bankruptcy Code. The Confirmation Order will constitute an order of the
Bankruptcy Court approving such rejections, pursuant to section 365 of the
Bankruptcy Code, as of the Effective Date.

     3.2 Bar Date for Rejection Damages. Notwithstanding anything in the Bar
Date Order or in the Administrative Bar Date Order to the contrary, if the
rejection of an Executory Contract or Unexpired Lease pursuant to the Plan gives
rise to a Claim by the other party or parties to such contract or lease, such
Claim will be forever barred and will not be enforceable against the Debtors,
the Distribution Trustee, the Debtors' Estates or the Trust Accounts unless a
proof of Claim or request for payment of Administrative Claim is Filed and
served on the Distribution Trustee, pursuant to the procedures specified in the
Confirmation Order, the notice of the entry of the Confirmation Order or another
order of the Bankruptcy Court, no later than 30 days after the Effective Date.

                                   ARTICLE IV

           RELEASE, LIMITATION OF LIABILITY AND INJUNCTION PROVISIONS

     4.1 Release of Claims; Limitation of Liability.

     (a) Releases by the Debtors. As of the Effective Date, for good and
valuable consideration, the adequacy of which is hereby confirmed, the Debtors
on behalf of themselves, their Estates, creditors and Interest holders will be
deemed to release, waive and discharge all claims and rights of any nature in
connection with or related to the Debtors, the Chapter 11 Cases or the Plan
(other than the rights of the Distribution Trustee to enforce the Plan and any
contracts, instruments, releases and other agreements and documents delivered
thereunder, and to pursue objections to and resolve Disputed Claims), whether
liquidated or unliquidated, fixed or contingent, matured or unmatured, known or
unknown, foreseen or unforeseen, then existing or thereafter arising (including,
without limitation, those arising under the Bankruptcy Code), based on any act,
omission or occurrence on or before the Effective Date, against the Creditors'
Committee, its members, any Indenture Trustee, any of the Debtors' present or
former directors or officers, or any of the respective present or former
directors, officers, employees, agents, advisors, attorneys, accountants,
underwriters, investment bankers or other representatives of the Debtors, the


                                       16
<PAGE>
Creditors' Committee, its members, or the Indenture Trustees, acting in such
capacity, except for such Claims or rights based on: (i) acts or omissions of
any such person constituting gross negligence or willful misconduct; (ii) if the
holders of the Senior Subordinated Note Claims are determined by the order
contemplated by Sections 2.4(c)(i)(b) and 2.4(c)(ii)(b) to be entitled to a
distribution in respect to such Claims, acts or omissions of any such person
related to or giving rise to the circumstances underlying any of the Contractual
Subordination Disputes; or (iii) contractual obligations of, or loans owed by,
any such person to a Debtor.

     (b) GENERAL RELEASES BY HOLDERS OF CLAIMS. SUBJECT TO THE PROVISIONS OF
SECTION 2.11, AS OF THE EFFECTIVE DATE, IN CONSIDERATION FOR THE OBLIGATIONS OF
THE DEBTORS AND THE DISTRIBUTION TRUSTEE UNDER THE PLAN AND THE CASH AND OTHER
PROPERTY TO BE DISTRIBUTED IN CONNECTION WITH THE PLAN, EACH HOLDER OF A CLAIM
THAT VOTES IN FAVOR OF THE PLAN WILL BE DEEMED TO FOREVER RELEASE AND WAIVE ALL
CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSES
OF ACTION AND LIABILITIES (OTHER THAN THE RIGHT TO ENFORCE THE DEBTORS' OR THE
DISTRIBUTION TRUSTEE'S OBLIGATIONS UNDER THE PLAN AND THE CONTRACTS,
INSTRUMENTS, RELEASES AND OTHER AGREEMENTS AND DOCUMENTS DELIVERED THEREUNDER),
WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT, MATURED OR UNMATURED,
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THEN EXISTING OR THEREAFTER ARISING IN
LAW, EQUITY OR OTHERWISE, THAT ARE BASED IN WHOLE OR IN PART ON ANY ACT,
OMISSION, TRANSACTION OR OTHER OCCURRENCE TAKING PLACE ON OR PRIOR TO THE
EFFECTIVE DATE IN ANY WAY RELATING TO A DEBTOR, THE CHAPTER 11 CASES OR THE PLAN
THAT SUCH ENTITY HAS, HAD OR MAY HAVE AGAINST THE CREDITORS' COMMITTEE, ITS
MEMBERS, ANY INDENTURE TRUSTEE, EITHER DEBTOR AND ANY OF THEIR RESPECTIVE
PRESENT OR FORMER DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, ATTORNEYS,
ACCOUNTANTS, UNDERWRITERS, INVESTMENT BANKERS OR OTHER REPRESENTATIVES, ACTING
IN SUCH CAPACITY, EXCEPT FOR THOSE BASED ON: (I) ACTS OR OMISSIONS OF ANY SUCH
PERSON CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (II) IF THE HOLDERS
OF THE SENIOR SUBORDINATED NOTE CLAIMS ARE DETERMINED BY THE ORDER CONTEMPLATED
BY SECTIONS 2.4(C)(I)(B) AND 2.4(C)(II)(B) TO BE ENTITLED TO A DISTRIBUTION IN
RESPECT TO SUCH CLAIMS, ACTS OR OMISSIONS OF ANY SUCH PERSON RELATED TO OR
GIVING RISE TO THE CIRCUMSTANCES UNDERLYING ANY OF THE CONTRACTUAL SUBORDINATION
DISPUTES; OR (III) CONTRACTUAL OBLIGATIONS OF, OR LOANS OWED BY, ANY SUCH PERSON
TO A DEBTOR.

     (c) Limitation of Liability. The Debtors, the Distribution Trust, the
Distribution Trustee, the Indenture Trustees and their respective directors,
officers, employees and professionals, acting in such capacity, and the
Creditors' Committee, its members and their respective professionals will
neither have nor incur any liability to any entity for any act taken or omitted
to be taken in connection with or related to the formulation, preparation,
dissemination, implementation, confirmation or consummation of the Plan, the
Disclosure Statement or any contract, instrument, release or other agreement or
document created or entered into, or any other act taken or omitted to be taken,
in connection with the Plan; provided, however, that the foregoing provisions of
this Section 4.1 will have no effect on: (i) the liability of any entity that
would otherwise result from the failure to perform or pay any obligation or
liability under the Plan or any contract, instrument, release or other agreement
or document to be entered into or delivered in connection with the Plan; or (ii)
the liability of any entity that would otherwise result from any such act or
omission to the extent that such act or omission is determined in a Final Order
to have constituted gross negligence or willful misconduct.

     4.2 INJUNCTIONS. EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR THE
CONFIRMATION ORDER, AS OF THE EFFECTIVE DATE, ALL ENTITIES THAT HAVE HELD,
CURRENTLY HOLD OR MAY HOLD A CLAIM OR OTHER DEBT OR LIABILITY OF THE DEBTORS, OR
AN INTEREST OR OTHER RIGHT OF AN EQUITY SECURITY HOLDER WITH RESPECT TO THE
DEBTORS, THAT IS RELEASED, WAIVED, SETTLED OR DEEMED SATISFIED PURSUANT TO THE
PLAN WILL BE PERMANENTLY ENJOINED FROM TAKING ANY OF THE FOLLOWING ACTIONS ON
ACCOUNT OF ANY SUCH CLAIMS, DEBTS, LIABILITIES, INTERESTS OR RIGHTS: (A)
COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING AGAINST
THE DEBTORS, THE DISTRIBUTION TRUST, THE DISTRIBUTION TRUSTEE OR THE PROPERTY OF
ANY OF THEM OTHER THAN TO ENFORCE ANY RIGHT PURSUANT TO THE PLAN TO A
DISTRIBUTION FROM THE TRUST ACCOUNTS; (B) ENFORCING, ATTACHING, COLLECTING OR
RECOVERING IN ANY MANNER ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST THE
DEBTORS, THE DISTRIBUTION TRUST OR THE DISTRIBUTION TRUSTEE, OTHER THAN AS
PERMITTED PURSUANT TO (A) ABOVE; (C) CREATING, PERFECTING OR ENFORCING ANY LIEN
OR ENCUMBRANCE AGAINST THE DEBTORS, THE DISTRIBUTION TRUST, THE PROPERTY OF ANY
OF THEM OR THE TRUST ACCOUNTS; (D) ASSERTING A SETOFF, RIGHT OF SUBROGATION OR
RECOUPMENT OF ANY KIND AGAINST ANY DEBT, LIABILITY OR OBLIGATION DUE TO THE
DISTRIBUTION TRUST; AND (E) COMMENCING OR CONTINUING ANY ACTION, IN ANY MANNER,
IN ANY PLACE THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE PROVISIONS OF
THE PLAN.


                                       17
<PAGE>
     4.3 No Discharge. In accordance with section 1141(d)(3) of the Bankruptcy
Code, the confirmation of the Plan will not discharge either Debtor.

                                    ARTICLE V

                                    CRAMDOWN

     The Debtors request confirmation of the Plan under section 1129(b) of the
Bankruptcy Code with respect to any impaired Class that does not accept the Plan
pursuant to section 1126 of the Bankruptcy Code. The Debtors reserve the right
to modify the Plan to the extent, if any, that confirmation of the Plan pursuant
to section 1129(b) of the Bankruptcy Code requires modification. Subclass 3A,
Subclass 3B, Subclass 3C, and Subclass 3D each constitute a separate class
pursuant to section 1122(a) of the Bankruptcy Code.

                                   ARTICLE VI

                      CONDITIONS PRECEDENT TO CONFIRMATION
                          AND CONSUMMATION OF THE PLAN

     6.1 Conditions to Confirmation. The following are conditions to the
confirmation of the Plan:

     (a) The Confirmation Order shall have been entered on the docket of the
Clerk of the Bankruptcy Court in form and substance acceptable to the Debtors
and the Creditors' Committee;

     (b) All Exhibits to the Plan shall be in form and substance satisfactory to
the Debtors and the Creditors' Committee; and

     (c) The Intercompany Claims Settlement shall have become effective.

     6.2 Conditions to the Effective Date. The following are conditions to the
occurrence of the Effective Date:

     (a) The Confirmation Order shall have become a Final Order;

     (b) The sale of the interests in QAL pursuant to the QAL Purchase Agreement
shall have been consummated;

     (c) The Creditors' Committee and the Debtors shall have agreed upon the
amount of the reserves contemplated by Section 8.10(a) and Section 8.11(a);

     (d) The Liquidating Transactions shall have been consummated;

     (e) All funds due and owing to or by the Debtors under the Intercompany
Claims Settlement shall have been paid in accordance with its terms;

     (f) The Distribution Trustee shall have been appointed and shall have
accepted such appointment;

     (g) The Distribution Trust Agreement shall have been executed and the Trust
Accounts shall have been established; and

     (h) All other actions, documents, consents and agreements necessary to
implement the Plan shall have been effected, obtained and/or executed.

     6.3 Waiver of Conditions to the Confirmation or Effective Date. The
conditions to confirmation set forth in Section 6.1 and the conditions to the
Effective Date set forth in Section 6.2 may be waived by the Debtors at any time
and without an order of the Bankruptcy Court, with the consent of the Creditors'
Committee.


                                       18
<PAGE>
                                   ARTICLE VII

                      MEANS FOR IMPLEMENTATION OF THE PLAN

     7.1 Liquidating Transactions. On the Effective Date, the Distribution Trust
Assets will be transferred to and vest in the Distribution Trust, free and clear
of Claims, Liens and Interests, except as may be otherwise provided in the
Intercompany Claims Settlement. On or after the Effective Date, the Debtors will
enter into such transactions and will take such actions as may be necessary or
appropriate to merge, dissolve or otherwise terminate the corporate existence of
the Debtors. Notwithstanding the foregoing and regardless of whether the actions
in the preceding sentence have yet been taken with respect to a particular
Debtor, upon the transfer of the Distribution Trust Assets to the Distribution
Trust, the Debtors will be deemed dissolved and their business operations
withdrawn for all purposes without any necessity of filing any document, taking
any further action or making any payment to any governmental authority in
connection therewith.

     7.2 Corporate Action. The following (which will occur and be deemed
effective as of the date specified in the documents effectuating the same or, if
no date is so specified, the Effective Date) will be deemed authorized and
approved in all respects and for all purposes without any requirement of further
action by KACC, as the sole stockholder of KAAC, by KAAC, as the sole
stockholder of KFC, by the directors of either Debtor or by the Distribution
Trustee or any other person or entity: (a) the Liquidating Transactions; (b) the
establishment of the Distribution Trust; (c) the appointment of the Distribution
Trustee to act on behalf of the Distribution Trust; (d) the transfer of the
Distribution Trust Assets to the Distribution Trust; (e) the creation of the
Trust Accounts; (f) the distribution of Cash and other property pursuant to the
Plan; (g) the adoption, execution, delivery and implementation of all contracts,
instruments, releases and other agreements or documents related to any of the
foregoing; (h) the adoption, execution and implementation of the Distribution
Trust Agreement; and (i) the other matters provided for under the Plan involving
the corporate structure of either Debtor or corporate action to be taken by, or
required of, either Debtor or the Distribution Trustee.

     7.3 No Revesting of Assets. On the Effective Date, the property of the
Debtors' Estates will vest in the Distribution Trust to be administered by the
Distribution Trustee in accordance with the Plan and the Distribution Trust
Agreement.

     7.4 Recourse Solely to Trust Accounts. The Liquidating Transactions will
not in any way merge the assets of the Debtors' Estates, including the Trust
Accounts. All Claims against the Debtors are deemed fully satisfied in exchange
for the treatment of such Claims under the Plan, and holders of Allowed Claims
against either Debtor will have recourse solely to the applicable Trust Accounts
for the payment of their Allowed Claims in accordance with the terms of the
Plan.

     7.5 Release of Liens. Except as otherwise provided in the Plan or in any
contract, instrument, release or other agreement or document entered into or
delivered in connection with the Plan, on the Effective Date all Liens against
the property of either Estate will be fully released, and all of the right,
title and interest of any holder of such Liens, including any rights to any
collateral thereunder, will attach to and be enforceable solely against the
applicable Distribution Trust Assets held in the applicable Trust Account in
accordance with, and subject to the terms of, the Plan. All such Liens against
the Distribution Trust Assets will be fully released upon the holder of the Lien
receiving its full distribution under the Plan, or upon the Effective Date if
the holder of the Lien is not entitled to any distribution under the Plan.

     7.6 Exemption from Certain Taxes. Pursuant to section 1146(c) of the
Bankruptcy Code, the following will not be subject to any stamp Tax, real estate
transfer Tax, sales or use Tax or similar Tax: (a) any Liquidating Transaction;
(b) the execution and implementation of the Distribution Trust Agreement,
including any transfers to or by the Distribution Trust; or (c) the making or
delivery of any deed or other instrument of transfer under, in furtherance of or
in connection with the Plan, including any merger agreements or agreements of
consolidation, disposition, liquidation or dissolution executed in connection
with any transaction pursuant to the Plan.


                                       19
<PAGE>
                                  ARTICLE VIII

                               DISTRIBUTION TRUST

     8.1 Creation.

     (a) On the Effective Date, the Debtors will enter into the Distribution
Trust Agreement with the Distribution Trustee, thereby creating the Distribution
Trust.

     (b) The Distribution Trust has no objective to, and will not, engage in the
conduct of a trade or business and, subject to the terms of the Distribution
Trust Agreement, will terminate upon completion of its liquidation and
distribution duties.

     (c) The Distribution Trust will be a "representative of the estate" under
section 1123(b)(3)(B) of the Bankruptcy Code.

     8.2 Distribution Trustee.

     (a) The Distribution Trustee, whose identity and address will be disclosed
at least ten days prior to the Confirmation Hearing, will be selected by the
Creditors' Committee with the consent of the Debtors, and will be the exclusive
trustee of the assets of the Distribution Trust for purposes of 31 U.S.C.
Section 3713(b) and 26 U.S.C. Section 6012(b)(3).

     (b) The rights, powers and privileges of the Distribution Trustee (to act
on behalf of the Distribution Trust) will be specified in the Distribution Trust
Agreement and will include, among others, the authority and responsibility to:
(i) accept, preserve, receive, collect, manage, invest, supervise and protect
the Distribution Trust Assets (directly or through one or more third-party
Disbursing Agents), each in accordance with the Plan and the Distribution Trust
Agreement; (ii) liquidate, transfer or otherwise dispose of the Distribution
Trust Assets or any part thereof or any interest therein upon such terms as the
Distribution Trustee determines to be necessary, appropriate or desirable,
pursuant to the procedures for allowing Claims and making distributions
prescribed in the Plan, and otherwise consistent with the terms of the Plan;
(iii) calculate and make distributions of the Distribution Trust Assets to
holders of Allowed Claims pursuant to the procedures for allowing Claims and
making distributions prescribed in the Plan; (iv) review, reconcile, settle or
object to Claims and resolve any such objections as set forth in the Plan and
the Distribution Trust Agreement; (v) comply with the Plan and exercise its
rights and fulfill its obligations thereunder; (vi) investigate and, if
appropriate, pursue any Recovery Actions or other available causes of action
(including any actions previously initiated by the Debtors and pending as of the
Effective Date) and raise any defenses in any adverse actions or counter-claims;
(vii) retain and compensate, without further order of the Bankruptcy Court, the
services of professionals or other persons or entities to represent, advise and
assist the Distribution Trustee in the fulfillment of its responsibilities in
connection with the Plan and the Distribution Trust Agreement; (viii) take such
actions as are necessary, appropriate or desirable, to close the Chapter 11
Cases; (ix) file appropriate Tax returns on behalf of the Distribution Trust and
Debtors and pay Taxes or other obligations owed by the Distribution Trust; (x)
exercise the rights, and fulfill the obligations of KAAC under the QAL Purchase
Agreement, including with respect to any claim for indemnification; (xi) take
such actions as are necessary, appropriate or desirable to terminate the
existence of the Debtors under the laws of Australia or any political
subdivision thereof; (xii) take such actions as are necessary, appropriate or
desirable with respect to the Retained Portion of the KFC Claim; and (xiii)
terminate the Distribution Trust in accordance with the terms of the Plan and
the Distribution Trust Agreement.

     (c) Except as otherwise provided in the Plan or the Distribution Trust
Agreement, the Distribution Trustee will not be required to obtain the order or
approval of the Bankruptcy Court or any other court of competent jurisdiction
in, or account to the Bankruptcy Court or any other court of competent
jurisdiction for, the exercise of any right, power or privilege conferred under
the Distribution Trust Agreement.

     (d) Except as otherwise provided in the Plan or the Distribution Trust
Agreement, after the Effective Date only the Distribution Trustee, on behalf of
the Distribution Trust, with the prior consent of the Steering


                                       20
<PAGE>
Committee, acting through a majority thereof, will have the authority to File,
settle, compromise, withdraw or litigate to judgment objections to Claims,
including pursuant to any alternative dispute resolution or similar procedures
approved by the Bankruptcy Court. After the Effective Date, the Distribution
Trustee, with the prior consent of the Steering Committee, acting through a
majority thereof, may settle or compromise any Disputed Claim without approval
of the Bankruptcy Court in accordance with the Distribution Trust Agreement.

     (e) Except as otherwise provided in the Plan or the Distribution Trust
Agreement after the Effective Date only the Distribution Trustee, on behalf of
the Distribution Trust as holder of the Retained Portion of the KFC Claim, with
the prior consent of the Steering Committee, acting through a majority thereof,
will have the authority to accept or reject a plan of reorganization for KACC.

     (f) Nothing contained in this Section 8.2 will limit the right of the US
Trustee to object to Professional Fee Claims as contemplated by Section 2.2(c).

     8.3 Preservation of Causes of Action. Except as otherwise provided in the
Plan or in any contract, instrument, release or other agreement or document
entered into or delivered in connection with the Plan, in accordance with
section 1123(b) of the Bankruptcy Code, the Distribution Trustee will retain and
may enforce any claims, demands, rights and causes of action that either Debtor
or Estate may hold against any entity, including the Recovery Actions, to the
extent not expressly released under the Plan. Without intending to limit the
generality of the foregoing, the Distribution Trustee will retain the right to
pursue any adversary proceedings available to the Debtors in connection with the
QAL Purchase Agreement or the Intercompany Claims Settlement.

     8.4 Reports to be Filed with the Bankruptcy Court.

     (a) Within 45 days after the end of each of the first three calendar
quarters of the calendar year, the Distribution Trustee, on behalf of the
Distribution Trust, will File an unaudited report with the Bankruptcy Court
reflecting (i) all Distribution Trust Assets received by the Distribution Trust
during such calendar quarter; (ii) all Distribution Trust Assets held by the
Distribution Trust at the end of such quarter; and (iii) all Distribution Trust
Assets disbursed during such calendar quarter, in each case itemized for the
individual Trust Accounts.

     (b) Within 90 days after the end of each calendar year, the Distribution
Trustee, on behalf of the Distribution Trust, will File an unaudited report with
the Bankruptcy Court reflecting: (i) all Distribution Trust Assets received by
the Distribution Trust during such calendar year; (ii) all Distribution Trust
Assets held by the Distribution Trust at the end of such calendar year; and
(iii) all Distribution Trust Assets disbursed during such calendar year, in each
case itemized for the individual Trust Accounts.

     (c) In the event of developments affecting the Distribution Trust in any
material respect (as determined by the Distribution Trustee in its reasonable
discretion), the Distribution Trustee, on behalf of the Distribution Trust, will
File promptly with the Bankruptcy Court a report describing such development in
reasonable detail.

     (d) Any report required by this Section 8.4 will be in such form as
required or approved by the US Trustee.

     (e) The Distribution Trustee will furnish or otherwise make available to
any then-current Beneficiary, upon written request, a copy of: (a) the most
recent annual receipts/disbursements report referred to in Section 8.4(b); (b)
any quarterly receipts/disbursements report referred to in Section 8.4(a) for
any period subsequent to the period covered by the most recent annual
receipts/disbursements report (or, if no annual receipts/disbursements report
has yet been Filed, for any period subsequent to the Effective Date); or (c) any
current report referred to in Section 8.4(c) Filed subsequent to the period
covered by the most recent annual receipts/disbursements report (or, if no
annual receipts/disbursements report has yet been Filed, subsequent to the
Effective Date).


                                       21
<PAGE>
     8.5 Payment of Distribution Trust Expenses. Except as otherwise ordered by
the Bankruptcy Court, the Distribution Trustee, in its capacity as Disbursing
Agent, will, in its reasonable discretion, pay Distribution Trust Expenses from
the Distribution Trust Expenses Account, without the need for further Bankruptcy
Court approval.

     8.6 Use of Other Entities. The Distribution Trustee, on behalf of the
Distribution Trust, may employ, without further order of the Bankruptcy Court,
other entities to assist in or make distributions required by the Plan and the
Distribution Trust Agreement and may compensate and reimburse the expenses of
those entities, without further order of the Bankruptcy Court, from the
Distribution Trust Expenses Account in accordance with the Distribution Trust
Agreement.

     8.7 Indemnification. The Distribution Trustee and the members of the
Steering Committee will be indemnified as provided in the Distribution Trust
Agreement.

     8.8 Tax Treatment.

     (a) The Distribution Trust is intended to be treated, for U.S. federal
income Tax purposes, in part as a liquidating trust within the meaning of
Treasury Regulations section 301.7701-4(d), for the benefit of the holders of
Allowed Claims entitled to distributions of Pending Payments, and otherwise as
one or more disputed ownership funds within the meaning of Proposed Treasury
Regulations section 1.468B-9(a), as more specifically provided for under the
Distribution Trust Agreement. Accordingly, for all federal income Tax purposes
the transfer of the Distribution Trust Assets to the Distribution Trust will be
treated as: (a) to the extent of Pending Payments, (i) a transfer of the Pending
Payments directly from the Debtors to the holders of such Allowed Claims
followed by (ii) the transfer of such Pending Payments by such holders of
Allowed Claims to the Distribution Trust in exchange for beneficial interests in
the Distribution Trust; and (b) to the extent of amounts that are not Pending
Payments, as a transfer to one or more disputed ownership funds. Accordingly,
the holders of Allowed Claims entitled to distributions of Pending Payments will
be treated for federal income Tax purposes as the grantors and deemed owners of
their respective shares of the Distribution Trust Assets in the amounts of the
Pending Payments and any earnings thereon.

     (b) The Distribution Trustee will be required by the Distribution Trust
Agreement to file federal Tax returns for the Distribution Trust as a grantor
trust with respect to any Pending Payments and as one or more disputed ownership
funds with respect to all other funds or other property held by the Distribution
Trust pursuant to applicable Treasury Regulations, and any income of the
Distribution Trust will be treated as subject to Tax on a current basis. The
Distribution Trust Agreement will provide that the Distribution Trustee will pay
such Taxes from the Distribution Trust Assets as required by law and in
accordance with Section 10.2(c). In addition, the Distribution Trust Agreement
will require consistent valuation by the Distribution Trustee and the
Beneficiaries, for all federal income Tax purposes, of any property held by the
Distribution Trust. The Distribution Trust Agreement will provide that
termination of the trust will occur no later than two years after the Effective
Date, unless the Bankruptcy Court will approve an extension based upon a finding
that such an extension is necessary for the Distribution Trust to complete its
claims resolution and liquidating purpose. The Distribution Trust Agreement also
will limit the investment powers of the Distribution Trustee in accordance with
IRS Rev. Proc. 94-45 and will require the Distribution Trust to distribute at
least annually to the Beneficiaries (as such may have been determined at such
time) its net income (net of any payment of or provision for Taxes), except for
amounts retained as reasonably necessary to maintain the value of the
Distribution Trust Assets or to meet claims and contingent liabilities
(including Disputed Claims).

     8.9 Creation of Trust Accounts. On or prior to the Effective Date, the
Trust Accounts will be established in federally insured United States banks in
the name of the Distribution Trustee or one or more third-party Disbursing
Agents. On the Effective Date, title to each of the Trust Accounts and the
contents thereof will be transferred to and irrevocably vest in the Distribution
Trust.

     8.10 Funding of Distribution Trust Expenses Account.

     (a) Initial Funding. Prior to the Effective Date, the Creditors' Committee
and the Debtors will agree on the amount to be funded into the Distribution
Trust Expenses Account on the Effective Date. On the Effective Date, the
Distribution Trust Expenses Account will be funded by the transfer of Cash in
such amount from the


                                       22
<PAGE>
Distribution Trust Assets. The Distribution Trustee will act as the Disbursing
Agent for the Distribution Trust Expenses Account.

     (b) Use of Funds. Funds in the Distribution Trust Expenses Account will be
used solely as provided in the Distribution Trust Agreement.

     (c) Subsequent Funding. If the balance of the Distribution Trust Expenses
Account is insufficient to make all payments payable therefrom in accordance
with the terms of the Plan and the Distribution Trust Agreement, additional Cash
may be transferred to the Distribution Trust Expenses Account from the Unsecured
Claims Trust Account (to the extent Cash remains available therein) as provided
in the Distribution Trust Agreement.

     (d) Excess Funds. If the Distribution Trustee determines that the balance
of the Distribution Trust Expenses Account is in excess of the amount that will
be sufficient to make all payments payable therefrom in accordance with the
terms of the Plan and the Distribution Trust Agreement, the Distribution
Trustee, with the consent of the Steering Committee acting through a majority
thereof, may transfer such excess to the Unsecured Claims Trust Account as
provided in the Distribution Trust Agreement.

     8.11 Funding of Priority Claims Trust Account.

     (a) Initial Funding. Prior to the Effective Date, the Creditors' Committee
and the Debtors will agree on the amount to be funded into the Priority Claims
Trust Account on the Effective Date. On the Effective Date, the Priority Claims
Trust Account will be funded by the transfer of Cash in such amount from the
Distribution Trust Assets. For purposes of this Section 8.11, any and all
amounts that become payable by KAAC under the QAL Purchase Agreement, including
amounts that become payable in respect of indemnification claims, will be
treated as Allowed Administrative Claims and will be paid in full in Cash in
accordance with the applicable provisions of the QAL Purchase Agreement. For
purposes of this Section 8.11, any and all Taxes determined to be due and owing
from the Debtors to the Australian Tax Office for any taxable period (including
interest and penalties, if any, determined and calculated under applicable
Australian law without regard to the provisions of section 502(b)(2) of the
Bankruptcy Code or any other provision of U.S. federal, state or local law) will
be treated as Allowed Priority Tax Claims or Allowed Administrative Claims, as
the case may be, and will be paid in full in Cash in accordance with the
provisions of Section 9.4(a); provided, however, that any liability of the
Debtors to the Australian Tax Office for income or capital gains Taxes for any
period shall not exceed the amount of such Taxes, if any, determined in writing
by the Australian Tax Office to be due and payable for such period. Until such
determination, any Claim for Taxes by the Australian Tax Office will be treated
as a Disputed Claim.

     (b) Use of Funds. Cash deposited in the Priority Claims Trust Account will
be used solely as provided in the Distribution Trust Agreement.

     (c) Subsequent Funding. If the balance of the Priority Claim Trust Account
is insufficient to make all payments payable therefrom in accordance with the
terms of the Plan and the Distribution Trust Agreement, additional funds may be
transferred from the Unsecured Claims Trust Account (to the extent Cash remains
available therein) to the Priority Claims Trust Account as provided in the
Distribution Trust Agreement.

     (d) Excess Funds. If the Distribution Trustee determines that the balance
of the Priority Claims Trust Account is in excess of the amount that will be
sufficient to make all payments payable therefrom in accordance with the terms
of the Plan and the Distribution Trust Agreement, the Distribution Trustee, with
the consent of the Steering Committee acting through a majority thereof, may
transfer such excess to the Unsecured Claims Trust Account as provided in the
Distribution Trust Agreement; provided, however, no amounts included in the
Priority Claims Trust Account in connection with any potential obligation under
the QAL Purchase Agreement for which KAAC and KACC are jointly and severally
liable may be so transferred without the consent of KACC until the applicable
survival period with respect to such obligation has expired.


                                       23
<PAGE>
     8.12 Funding of Unsecured Claims Trust Account.

     (a) Initial Funding. On the Effective Date, after the initial funding of
the Distribution Trust Expenses Account in accordance with Section 8.10(a) and
the initial funding of the Priority Claims Trust Account in accordance with
Section 8.11(a), the Distribution Trustee will (i) pay from the Distribution
Trust Assets any payment required under the Intercompany Settlement Agreement
and (ii) thereafter fund the Unsecured Claims Trust Account with the remainder
of the Distribution Trust Assets, including the Retained Portion of the KFC
Claim, all as provided in the Distribution Trust Agreement.

     (b) Use of Cash and Other Property. Cash and other property in the
Unsecured Claims Trust Account will be used solely as provided in the
Distribution Trust Agreement.

     (c) Additional Deposits. Any Cash or other property that becomes available
to the Distribution Trust following the Effective Date will be deposited in the
Unsecured Claims Trust Account as provided in the Distribution Trust Agreement.

     8.13 Undeliverable Property Trust Account. After the Effective Date, if any
distribution to a holder of an Allowed Unsecured Claim is returned to the
Disbursing Agent as undeliverable, the Disbursing Agent will deposit the
undeliverable Cash or other property in the Undeliverable Property Trust
Account. The Disbursing Agent will hold such funds and property, in a book-entry
sub-account in the Undeliverable Property Trust Account, for the benefit of such
holder. Until such holder notifies the Disbursing Agent in writing of its
then-current address, as contemplated by Section 9.2(c), no attempt will be made
to deliver subsequent distributions to such holder and any such distributions
that such holder would otherwise be entitled to receive instead will be
transferred from the Unsecured Claims Trust Account to the Undeliverable
Property Trust Account and credited to such book-entry sub-account. Any
dividends or other distributions on account of undeliverable securities held in
such book-entry sub-account will also be held in such book-entry sub-account for
the benefit of such holder until such holder notifies the Disbursing Agent in
writing of its then-current address as contemplated by Section 9(c). All Cash
(including dividends or other distributions on account of undeliverable
securities) held in such book-entry sub-account for the benefit of such holder
will be invested by the Disbursing Agent in a manner consistent with the
investment and deposit guidelines set forth in the Distribution Trust Agreement.
Any income or interest generated from such investment activities will be held in
such book-entry sub-account for the benefit of such holder until such holder
notifies the Disbursing Agent in writing of its then-current address as
contemplated by Section 9.2(c). Subject to Section 9.2(c)(ii), when such holder
notifies the Disbursing Agent in writing of its then-current address as
contemplated by Section 9.2(c), the Disbursing Agent will deliver to such holder
all Cash and other property contained in such book-entry sub-account (net of
provision for Taxes). In the event such holder's right to assert a claim for
undeliverable distributions is forfeited as contemplated by Section 9.2(c)(ii),
all Cash and other property contained in such book-entry sub-account will be
transferred from the Undeliverable Property Trust Account to the Unsecured
Claims Trust Account for redistribution to holders of Allowed Unsecured Claims
entitled to distributions therefrom.

                                   ARTICLE IX

                       PROVISIONS GOVERNING DISTRIBUTIONS

     9.1 Method of Distributions to Holders of Allowed Claims. The Disbursing
Agent will make all distributions of Cash and other property required under the
Plan. The Disbursing Agent will serve without bond, and may employ or contract
with other entities to assist in, or make the distributions required by, the
Plan.

     9.2 Delivery of Distributions.

     (a) Generally. Except as otherwise provided in the Plan, distributions in
respect of Allowed Claims will be made to the holders of such Claims as of the
Distribution Record Date at the addresses set forth in the applicable Claims
Report. Prior to making any distribution to a Beneficiary, the Disbursing Agent
may request written notification of the Beneficiary's federal taxpayer
identification number or social security number if the Disbursing Agent
determines, in its reasonable discretion, that such information (a) is necessary
to fulfill its Tax reporting and withholding obligations and (b) has not been
provided in the applicable Claims Report or otherwise.


                                       24
<PAGE>
The Disbursing Agent, in its reasonable discretion, may suspend distributions to
any Beneficiary that has not provided its federal taxpayer identification number
or social security number, as the case may be, after a request is made pursuant
to and in accordance with the terms of this Section 9.2(a).

     (b) Distributions to Holders of Public Note Claims. All distributions to
holders of Allowed Public Note Claims will be made by the Distribution Trustee
to the applicable Indenture Trustee for subsequent distribution to holders of
Allowed Public Note Claims as of the Distribution Record Date.

     (c) Undeliverable Distributions.

     (i)  No Further Attempts at Delivery. If any distribution to a holder of an
          Allowed Unsecured Claim is returned to the Disbursing Agent as
          undeliverable, then unless and until the Disbursing Agent is notified
          in writing of such holder's then-current address: (A) subject to
          Section 9.2(c)(ii), such undeliverable distributions will remain in
          the possession of the Disbursing Agent as provided in Section 8.13 and
          no further attempt will be made to deliver such distribution; and (B)
          no attempt will be made to deliver subsequent distributions to such
          holder and any such distributions that such holder would otherwise be
          entitled to receive instead will be treated as provided in Section
          8.13.

     (ii) Forfeiture and Redistribution. Any holder of an Allowed Unsecured
          Claim that does not assert a claim for an undeliverable distribution
          by delivering to the Disbursing Agent a written notice setting forth
          such holder's then-current address within 180 days after the later of
          (A) the Effective Date and (B) the last date on which a distribution
          was deliverable to the holder will have its claim for undeliverable
          distributions discharged and will be forever barred from asserting
          such claim or any claim for subsequent distributions against the
          Debtors, the Disbursing Agent or the property of any of them,
          including the Trust Accounts, whereupon all Cash and other property
          contained in the book-entry sub-account in the Undeliverable Property
          Trust Account created for the benefit of such holder will be
          transferred to the Unsecured Claims Trust Account for redistribution
          to holders of Allowed Unsecured Claims entitled to distributions
          therefrom. For purposes of any such redistribution, each Allowed Claim
          in respect of which a claim for undeliverable distributions has been
          discharged as contemplated by this Section 9.2(c)(ii) will be deemed
          disallowed in its entirety.

     (iii) No Requirement to Attempt to Locate Holders. Nothing contained in the
          Plan will require the Debtors or the Disbursing Agent to attempt to
          locate any holder of an Allowed Claim.

     9.3 Means of Cash Payments. Except as otherwise provided in the Plan or the
Distribution Trust Agreement, Cash payments made pursuant to the Plan will be in
United States currency by checks drawn on the applicable Trust Accounts or, at
the option of the Disbursing Agent, by wire transfer from a domestic bank;
provided, however, that Cash payments to foreign holders of Allowed Claims may
be made, at the option of the Disbursing Agent, in such funds and by such means
as are necessary or customary in a particular foreign jurisdiction. If a check
included in a distribution to a holder of an Allowed Unsecured Claim is not
cashed within 180 days of the issuance thereof, the Disbursing Agent will void
such check and such distribution will be treated as undeliverable in accordance
with Section 9.2(c).

     9.4 Timing and Calculation of Amounts to Be Distributed.

     (a) Allowed Claims Other Than Unsecured Claims. On or as promptly as
practicable after the Effective Date, the Disbursing Agent will make
distributions to holders of Secured Claims, Administrative Claims, Priority
Claims and Priority Tax Claims allowed as of the Effective Date. On or as
promptly as practicable after each Quarterly Distribution Date, the Disbursing
Agent will make distributions to holders of Disputed Secured Claims, Disputed
Administrative Claims, Disputed Priority Claims and Disputed Priority Tax Claims
that have become Allowed Claims during the immediately preceding calendar
quarter. Notwithstanding the foregoing, if the Disbursing Agent determines, in
its reasonable discretion, that the amount of any quarterly distribution is too
small to justify the administrative costs associated with such distribution, the
Disbursing Agent may postpone such


                                       25
<PAGE>
quarterly distribution until the next Quarterly Distribution Date. The
Disbursing Agent will have no obligation to notify Beneficiaries if it
determines, in its reasonable discretion, that any quarterly distribution will
be postponed.

     (b) Allowed Unsecured Claims in Subclass 3A; Certain Payments from the
Public Note Distributable Consideration.

     (i)  Plan Accepted by Subclass 3A and Subclass 3B.

          (A)  If both Subclass 3A and Subclass 3B vote to accept the Plan in
               accordance with section 1126(c) of the Bankruptcy Code, on or as
               promptly as practicable after the Effective Date, the Disbursing
               Agent will: (i) make distributions to holders of Allowed Claims
               in Subclass 3A in accordance with Section 2.4(c)(i)(A); provided
               that the amount of such distributions will be calculated as if
               each Disputed Unsecured Claim in Subclass 3D were an Allowed
               Unsecured Claim in its Face Amount as of the Effective Date; and
               (ii) make the payments to be deducted from the Public Note
               Distributable Consideration as contemplated by clauses (I) and
               (II) of the first sentence of Section 2.4(c)(i)(A).

          (B)  If both Subclass 3A and Subclass 3B vote to accept the Plan in
               accordance with section 1126(c) of the Bankruptcy Code, on or as
               promptly as practicable after each Quarterly Distribution Date,
               the Disbursing Agent will distribute to each holder of an Allowed
               Claim in Subclass 3A a distribution from the Unsecured Claims
               Trust Account (net of provision for Taxes) in an amount equal to:
               (a) the amount of Cash and other property that such holder would
               have been entitled to receive pursuant to the Plan if such Claim
               and each other Unsecured Claim allowed prior to such Quarterly
               Distribution Date had been an Allowed Unsecured Claim as of the
               Effective Date (with such amount to be calculated in the manner
               described in Section 9.4(b)(i)(A)) minus (b) the aggregate amount
               of Cash and other property previously distributed on account of
               such Claim. Notwithstanding the foregoing, if the Disbursing
               Agent determines, in its reasonable discretion, that the amount
               of any quarterly distribution is too small to justify the
               administrative costs associated with such distribution, the
               Disbursing Agent may postpone such quarterly distribution until
               the next Quarterly Distribution Date. The Disbursing Agent will
               have no obligation to notify Beneficiaries if it determines, in
               its reasonable discretion, that any quarterly distribution will
               be postponed. In the event of the disallowance of a Disputed
               Unsecured Claim in Subclass 3D, any amounts held in respect
               thereof will be released from the Disputed Claims Reserve for
               distribution in accordance with this Section 9.4(b)(i) and
               Section 9.4(d).

     (ii) Plan Rejected by Subclass 3A or Subclass 3B. If either Subclass 3A or
          Subclass 3B fails to accept the Plan in accordance with section
          1126(c) of the Bankruptcy Code, the amount of the Public Note
          Distributable Consideration to which the Bankruptcy Court determines
          the holders of Allowed Claims in Subclass 3A are entitled in respect
          of such Claims will be distributed as provided in an order of the
          Bankruptcy Court and the Disbursing Agent will, contemporaneously or
          as promptly as practicable thereafter, make the payments (or
          reservations for payment) by which such distributions are to be
          reduced in accordance with Section 2.4(a)(i)(B).

     (c) Allowed Unsecured Claims in Subclass 3B.

     (i)  Plan Accepted by Subclass 3A and Subclass 3B. If both Subclass 3A and
          Subclass 3B vote to accept the Plan in accordance with section 1126(c)
          of the Bankruptcy Code, on or as promptly as practicable after the
          Effective Date, the Disbursing Agent will make the payment to the
          Senior Subordinated Note Indenture Trustee as contemplated by clause
          (III) of the first sentence of Section 2.4(c)(i)(A) and Section
          2.4(c)(ii)(A) for subsequent distribution by the Senior Subordinated
          Note Indenture Trustee to the holders of Allowed Claims in Subclass
          3B.


                                       26
<PAGE>
     (ii) Plan Rejected by Subclass 3A or Subclass 3B. If either Subclass 3A or
          Subclass 3B fails to accept the Plan in accordance with section
          1126(c) of the Bankruptcy Code, the amount of the Public Note
          Distributable Consideration, if any, to which the Bankruptcy Court
          determines the holders of Allowed Claims in Subclass 3B are entitled
          in respect of such Claims will be distributed as provided in an order
          of the Bankruptcy Court. As contemplated by Section 2.4(c)(ii)(B), any
          such distributions ultimately made to a holder of an Allowed Claim in
          Subclass 3B may be reduced by such holder's proportional share of any
          and all fees and expenses payable to the Senior Subordinated Note
          Indenture Trustee pursuant to the Senior Subordinated Note Indenture,
          which will, subject to such Trustee's right to seek payment by the
          Debtors of such fees and expenses pursuant to section 503(b)(5) of the
          Bankruptcy Code, be payable solely from such distributions.

     (d) Allowed Unsecured Claims in Subclass 3C and Subclass 3D.

     (i)  On or as promptly as practicable after the Effective Date, the
          Disbursing Agent will make distributions to holders of Unsecured
          Claims in Subclass 3C and Subclass 3D allowed as of the Effective
          Date; provided that the amount of such distributions will be
          calculated as if each Disputed Unsecured Claim in Subclass 3D were an
          Allowed Unsecured Claim in its Face Amount as of the Effective Date;
          provided further, however, that no distribution will be made on
          account of any Disputed Unsecured Claim in Subclass 3D unless and
          until it becomes an Allowed Unsecured Claim and amounts withheld for
          Disputed Unsecured Claims in Subclass 3D will remain in the Unsecured
          Claims Trust Account as part of the Disputed Claims Reserve.

     (ii) On or as promptly as practicable after each Quarterly Distribution
          Date, the Disbursing Agent will distribute to each holder of an
          Unsecured Claim in Subclass 3C or Subclass 3D allowed prior to such
          Quarterly Distribution Date a distribution from the Unsecured Claims
          Trust Account (net of provision for Taxes) in an amount equal to: (a)
          the amount of Cash and other property that such holder would have been
          entitled to receive pursuant to the Plan if such Claim and each other
          Unsecured Claim allowed prior to such Quarterly Distribution Date had
          been an Allowed Unsecured Claim as of the Effective Date (with such
          amount to be calculated in the manner described in Section
          9.4(d)(i)(A)) minus (b) the aggregate amount of Cash and other
          property previously distributed on account of such Claim.
          Notwithstanding the foregoing, if the Disbursing Agent determines, in
          its reasonable discretion, that the amount of any quarterly
          distribution is too small to justify the administrative costs
          associated with such distribution, the Disbursing Agent may postpone
          such quarterly distribution until the next Quarterly Distribution
          Date. The Disbursing Agent will have no obligation to notify
          Beneficiaries if it determines, in its reasonable discretion, that any
          quarterly distribution will be postponed. In the event of the
          disallowance of a Disputed Unsecured Claim in Subclass 3D, any amounts
          held in respect thereof will be released from the Disputed Claims
          Reserve for distribution in accordance with Section 9.4(b)(i) and this
          Section 9.4(d).

     (e) 7-3/4% SWD Revenue Bonds.

     (i)  Plan Accepted by Subclass 3A. If (i) Subclass 3A votes to accept the
          Plan in accordance with section 1126(c) of the Bankruptcy Code and
          (ii) unless the holders of Senior Note Claims otherwise agree pursuant
          to a settlement, all holders of Allowed Senior Note Claims are
          entitled under the Plan to identical treatment in respect of
          contractual subordination claims under the Senior Subordinated Note
          Indenture, then, on or as promptly as practicable on the Effective
          Date, the Disbursing Agent will make the payment, if any, to the
          7-3/4% SWD Revenue Bond Indenture Trustee for the benefit of holders
          of 7-3/4% SWD Revenue Bonds pursuant to Section 2.5(a) and pay any
          amounts payable pursuant to Section 2.6(b).

     (ii) Plan Rejected by Subclass 3A. If Subclass 3A fails to accept the Plan
          in accordance with section 1126(c) of the Bankruptcy Code, the amount
          of the Public Note Distributable Consideration, if any, to which the
          Bankruptcy Court determines the holders of 7-3/4% SWD Revenue Bonds
          are entitled will be distributed as provided in an order of the
          Bankruptcy Court.


                                       27
<PAGE>
     (f) Application of Distributions to Holders of Public Note Claims and
7-3/4% SWD Revenue Bonds. All distributions to a holder of an Allowed Public
Note Claim or a holder of a 7-3/4% SWD Revenue Bond will be deemed to apply
first to the principal amount of such Claim or 7-3/4% SWD Revenue Bond until
such principal amount is paid in full, and then the remaining portion of such
distributions, if any, will be deemed to apply to any prepetition accrued
interest included in such Claim or in respect of such 7-3/4% SWD Revenue Bond.

     (g) No De Minimis Distributions. The Disbursing Agent will not be required
to distribute Cash to the holder of an Allowed Unsecured Claim if the total
aggregate amount of Cash to be distributed on account of such Claim is less than
$25. Any holder of an Allowed Unsecured Claim on account of which the total
aggregate amount of Cash to be distributed is less than $25 will have its claim
for such distribution deemed satisfied, waived and released and will be forever
barred from asserting any such Claim against the Debtors, the Distribution
Trustee, the Disbursing Agent or the property of any of them, including the
Trust Accounts. Any Cash not distributed with respect to Allowed Unsecured
Claims as a result of the provisions of this Section 9.4(g), including dividends
or other distributions made on account of securities held in the Unsecured
Claims Trust Account, will be retained in the Unsecured Claims Trust Account for
redistribution to other holders of Allowed Unsecured Claims entitled to
distributions from the Unsecured Claims Trust Account.

     (h) Compliance with Tax Requirements. To the extent applicable, the
Disbursing Agent will comply with all Tax withholding and reporting requirements
imposed on it by any governmental unit, and all distributions pursuant to the
Plan will be subject to such withholding and reporting requirements. The
Disbursing Agent will be authorized to take any actions that it determines, in
its reasonable discretion, to be necessary, appropriate or desirable to comply
with such withholding and reporting requirements, including but not limited to
requiring recipients to fund the payment of such withholding as a condition to
delivery or entering into arrangements for the sale (subject to any applicable
restrictions or transfer) of non-Cash property otherwise to be distributed to a
recipient subject to a withholding requirement in order to generate net proceeds
(together with any Cash included in such distribution) sufficient to fund the
payment of any such withholding. Notwithstanding any other provision of the Plan
or the Distribution Trust Agreement, each entity receiving a distribution of
Cash or other property pursuant to the Plan will have sole and exclusive
responsibility for the satisfaction and payment of any Tax obligations imposed
on it by any governmental unit on account of such distribution, including
income, withholding and other Tax obligations.

     9.5 Setoffs. Except with respect to claims of a Debtor released pursuant to
the Plan or any contract, instrument, release, or other agreement or document
entered into or delivered in connection with the Plan, the Distribution Trustee
or any other Disbursing Agent may, pursuant to section 553 of the Bankruptcy
Code or applicable nonbankruptcy law, set off against any Allowed Claim and the
distributions to be made pursuant to the Plan on account of such Claim (before
any distribution is made on account of such Claim) the claims, rights and causes
of action of any nature that the applicable Debtor may hold against the holder
of such Allowed Claim; provided, however, that neither the failure to effect a
setoff nor the allowance of any Claim hereunder will constitute a waiver or
release by the applicable Debtor of any claims, rights and causes of action that
the Debtor or Debtors may possess against such a Claim holder, which are
preserved under the Plan.

     9.6 Compensation and Reimbursement for Services Related to Distributions.
If the Distribution Trustee employs or contracts with a third-party Disbursing
Agent, such Disbursing Agent will receive, without the need for further
Bankruptcy Court approval, reasonable compensation for such services and
reimbursement of reasonable out-of-pocket expenses incurred in connection with
such services. These payments will be made on terms agreed to with the
Distribution Trustee and will be paid to such Disbursing Agent from funds in the
Distribution Trust Expenses Account. To assist in making distributions under the
Plan, notwithstanding any other provision of the Plan, the applicable Trust
Accounts (other than the Distribution Trust Expenses Account) may be held in the
name of one or more such Disbursing Agents. Any such Disbursing Agent will
invest the Cash in the Trust Accounts as directed by the Distribution Trustee,
who will direct such Disbursing Agent to invest such Cash only in Permitted
Investments; provided, however, that should the Distribution Trustee determine,
in its reasonable discretion, that the administrative costs associated with such
investment will exceed the return on such investment, it may direct such
Disbursing Agent to not invest such Cash.


                                       28
<PAGE>
     9.7 Payments Limited to Trust Accounts. All payments or other distributions
to be made by the Distribution Trustee in accordance with the Plan or the
Distribution Trust Agreement will be made only from the Trust Accounts.

     9.8 Insufficient Assets. Provided that the Disbursing Agent has not acted
in bad faith, engaged in fraud, willful misconduct or gross negligence or
breached its fiduciary duties, if the Distribution Trust Assets at any point
prove insufficient to pay all Beneficiaries of the Priority Claims Trust Account
in full or all Beneficiaries of the Unsecured Claims Trust Account in accordance
with the terms of the Plan, the Disbursing Agent will have no obligation to seek
disgorgement from any Beneficiary, but may seek the guidance of the Bankruptcy
Court or another court of competent jurisdiction.

     9.9 Distributions of Securities.

     (a) Voting of Securities. Pending the distribution of any voting
securities, the Distribution Trustee will cause all such securities held in the
Trust Accounts to be (i) represented in person or by proxy at each meeting at
which the holder of such securities is entitled to vote, (ii) voted in any
election of directors for the nominees recommended by the board of directors of
the issuer of such securities, and (iii) voted with respect to any other matter
as recommended by the board of directors of the issuer of such securities.

     (b) Dividends and Distributions. Any distribution of securities will
include, to the extent applicable: (i) any dividends or other distributions that
were previously paid to the Distribution Trust in respect of the securities
included in such distribution; and (ii) any income or interest generated by the
investment of such dividends or other distributions (net of provision for Taxes
owing in respect of such amounts in accordance with Section 10.2(c)).

     (c) No Fractional Securities. Notwithstanding any provision of the Plan,
only whole numbers of securities will be distributed. When any distribution on
account of an Allowed Unsecured Claim would otherwise result in the distribution
of a number of securities that is not a whole number, the number of securities
to be so distributed will be rounded to a whole number on an equitable basis to
be determined by the Distribution Trustee in order to ensure that all such
securities are distributed and are so distributed only in whole numbers.

                                    ARTICLE X

                                 DISPUTED CLAIMS

     10.1 Prosecution of Objections to Claims. All objections to Claims must be
Filed and served on the holders of such Claims by the Claims Objection Bar Date,
and, if Filed prior to the Effective Date, such objections will be served on the
parties on the then-applicable service list in the Chapter 11 Cases. If an
objection has not been Filed to a proof of Claim, a scheduled Claim or a request
for payment of Administrative Claim by the applicable Claims Objection Bar Date,
the Claim to which the proof of Claim, scheduled Claim or request for payment of
Administrative Claim relates will be treated as an Allowed Claim if such Claim
has not been allowed earlier.

     10.2 Treatment of Disputed Claims.

     (a) No Payments on Account of Disputed Claims and Disputed Claims Reserves.
Notwithstanding any other provisions of the Plan, no payments or distributions
will be made on account of a Disputed Claim until such Claim becomes an Allowed
Claim. In lieu of distributions under the Plan to holders of Disputed Claims, a
Disputed Claims Reserve will be established on the Effective Date in each Trust
Account, which, in the case of Unsecured Claims in Subclass 3D, will include an
amount equal to the Pro Rata Share of the distribution to which all of the
Disputed Claims in Subclass 3D would be entitled if such Disputed Claim was
allowed in its Face Amount on the Effective Date.

     (b) Recourse. Each holder of a Disputed Claim that ultimately becomes an
Allowed Claim will have recourse only to the undistributed Cash held in the
applicable Trust Account for the satisfaction of such Allowed Claim and not to
any other Trust Account or any assets previously distributed on account of any
Allowed Claim.


                                       29
<PAGE>
     (c) Tax Requirements for Income Generated by Disputed Claim Reserves. The
Distribution Trustee will include in the Tax returns of the Trust Accounts all
items of income, deduction and credit of the Trust Accounts, except to the
extent such items are included in the income of the Beneficiaries of the Trust
Accounts as grantors of grantor trusts. The Distribution Trustee will pay, or
cause to be paid, out of the funds held in applicable Trust Accounts, any Tax
imposed on the Trust Accounts by any governmental unit with respect to income
generated by the funds held in the Trust Accounts. The Distribution Trustee also
will file or cause to be filed any Tax or information return related to the
applicable Trust Account that is required by any governmental unit.

                                   ARTICLE XI

                            RETENTION OF JURISDICTION

          Notwithstanding the entry of the Confirmation Order and the occurrence
of the Effective Date, the Bankruptcy Court will retain all such jurisdiction
over the Chapter 11 Cases after the Effective Date as is legally permissible,
including jurisdiction to:

     (a) Allow, disallow, determine, liquidate, classify, reclassify, estimate
or establish the priority, secured or unsecured status (or proper Plan
classification) of any Claim or Interest, including the resolution of any
request for payment of any Administrative Claim, and the resolution of any
objections to the allowance, priority, or classification of Claims or Interests;

     (b) Grant or deny any applications for allowance of compensation or
reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan
for periods ending on or before the Effective Date;

     (c) Resolve any matters related to the assumption, assumption and
assignment or rejection of any Executory Contract or Unexpired Lease to which
either Debtor is a party or with respect to which either Debtor may be liable
and to hear, determine and, if necessary, liquidate any Claims arising
therefrom;

     (d) Ensure that distributions to holders of Allowed Claims are accomplished
pursuant to the provisions of the Plan;

     (e) Decide or resolve any motions, adversary proceedings, contested or
litigated matters and any other matters, including the Recovery Actions and
claims of the holders of the 7-3/4% SWD Revenue Bonds in respect of
subordination rights under the Senior Subordinated Note Indenture, and grant or
deny any applications involving the Debtors or the Distribution Trustee that may
be pending on the Effective Date or brought thereafter;

     (f) Enter such orders as may be necessary or appropriate to implement or
consummate the provisions of the Plan and all contracts, instruments, releases
and other agreements or documents entered into or delivered in connection with
the Plan, the Disclosure Statement or the Confirmation Order, including the
Distribution Trust Agreement;

     (g) Resolve any cases, controversies, suits or disputes that may arise in
connection with the Recovery Actions or the consummation, interpretation, or
enforcement of the Plan or any contract, instrument, release, or other agreement
or document that is entered into or delivered pursuant to the Plan (including
the Distribution Trust Agreement), or any entity's rights arising from or
obligations incurred in connection with the Plan or such documents;

     (h) Modify the Plan before or after the Effective Date pursuant to section
1127 of the Bankruptcy Code; modify the Confirmation Order, or any contract,
instrument, release, or other agreement or document entered into or delivered in
connection with the Plan, the Disclosure Statement or the Confirmation Order; or
remedy any defect or omission or reconcile any inconsistency in any Bankruptcy
Court order, the Plan, the Disclosure Statement, the Confirmation Order, or any
contract, instrument, release or other agreement or document entered into,
delivered or created in connection with the Plan, the Disclosure Statement or
the Confirmation Order, in such manner as may be necessary or appropriate to
consummate the Plan;


                                       30
<PAGE>
     (i) Issue injunctions, enforce the injunctions contained in the Plan and
the Confirmation Order, enter and implement other orders or take such other
actions as may be necessary or appropriate to restrain interference by any
entity with consummation, implementation or enforcement of the Plan or the
Confirmation Order;

     (j) Enter and implement such orders as are necessary or appropriate if the
Confirmation Order is for any reason or in any respect modified, stayed,
reversed, revoked or vacated or distributions pursuant to the Plan are enjoined
or stayed;

     (k) Determine any other matters that may arise in connection with or relate
to the Plan, the Disclosure Statement, the Confirmation Order, or any contract,
instrument, release or other agreement or document entered into or delivered in
connection with the Plan, the Disclosure Statement or the Confirmation Order;

     (l) Enter a final decree closing the Chapter 11 Cases in accordance with
the Bankruptcy Rules; and

     (m) Determine matters concerning state, local and federal Taxes in
accordance with sections 346, 505 and 1146 of the Bankruptcy Code, including any
Disputed Claims for Taxes.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

     12.1 Preservation of Insurance.

     (a) Nothing in the Plan will diminish or impair the enforceability of any
insurance policies that may cover Claims against either Debtor.

     (b) Nothing in the Plan or in the Confirmation Order shall preclude any
entity from asserting in any proceeding any and all claims, defenses, rights or
causes of action that it has or may have under or in connection with any
insurance policy or insurance settlement agreement. Nothing in the Plan or the
Confirmation Order shall be deemed to waive any claims, defense, rights or
causes of action that any entity has or may have under the provisions, terms,
conditions, defenses and/or exclusions contained in such policies or
settlements.

     (c) Notwithstanding the provisions of Section 12.1(b) and the substantial
consummation of the Plan, in connection with any possible settlements made in
any of the Kaiser Cases which concern any insurance policies, the Bankruptcy
Court shall retain jurisdiction over the Chapter 11 Cases to issue or approve
buybacks of such insurance policies under section 363 of the Bankruptcy Code
and/or to issue or approve injunctions, releases and/or exculpations under the
Bankruptcy Code (including, without limitation, section 105 of the Bankruptcy
Code) for purposes of, inter alia, protecting any such settling insurers against
claims or demands made against the Debtors. In this regard, as between KACC and
the Debtors, KACC will have full and sole right and authority to settle,
release, compromise and enter into buybacks by insurers of insurance policies as
to which the Debtors, or any of them, have or may assert rights as an insured.
The Debtors shall not be entitled to any consideration or other value as a
result of any such exercise of rights by KACC.

     12.2 Modification of the Plan. Subject to the restrictions on modifications
set forth in section 1127 of the Bankruptcy Code, the Debtors reserve the right
to alter, amend or modify the Plan before its substantial consummation, with the
consent of the Creditors' Committee.

     12.3 Revocation of the Plan. The Debtors reserve the right to revoke or
withdraw the Plan prior to the Effective Date, with the consent of the
Creditors' Committee. If the Debtors so revoke or withdraw the Plan, or if
confirmation of the Plan does not occur, the Plan will be null and void in all
respects, and nothing contained in the Plan will: (a) constitute a waiver or
release of any Claims by or against, or any Interests in, the Debtors; or (b)
prejudice in any manner the rights of either Debtor or any other party.

     12.4 Limitation on Certain Actions. Notwithstanding any other provision in
the Plan, the Plan shall not be amended, modified, revoked or withdrawn with the
intent of altering or undermining in any way the Bankruptcy


                                       31
<PAGE>
Court's determination of the respective entitlement of holders of Allowed Claims
under Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B).

     12.5 Severability of Plan Provisions. If, prior to confirmation of the
Plan, any term or provision of the Plan is held by the Bankruptcy Court to be
invalid, void or unenforceable, the Bankruptcy Court will have the power to
alter and interpret such term or provision to make it valid or enforceable to
the maximum extent practicable, consistent with the original purpose of the term
or provision held to be invalid, void or unenforceable, and such term or
provision then will be applicable as altered or interpreted; provided, however,
that any such alteration or interpretation must be in form and substance
acceptable to the Debtors and the Creditors' Committee. Notwithstanding any such
holding, alteration or interpretation, the remainder of the terms and provisions
of the Plan will remain in full force and effect and will in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The
Confirmation Order will constitute a judicial determination and will provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

     12.6 Notices. Any pleading, notice, or other document required by the Plan
or Confirmation Order to be served on or delivered to the Debtors, the
Distribution Trustee or the Creditors' Committee must be sent by overnight
delivery service, facsimile transmission, courier service, or messenger to:

     (a)  The Debtors:

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

          Gregory M. Gordon
          Henry L. Gompf
          Troy B. Lewis
          Daniel P. Winikka
          JONES DAY
          2727 North Harwood Street
          Dallas, Texas 75201
          Facsimile (214) 969-5100

          (Counsel to the Debtors)

     (b)  The Distribution Trustee:

          Distribution Trustee
          [The identity and address of the Distribution Trustee to be disclosed
          at least ten days prior to the Confirmation Hearing as provided in
          Section 8.2(a).]

     (c)  The Creditors' Committee:

          Lisa G. Beckerman
          AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
          590 Madison Avenue
          New York, NY 10022


                                       32
<PAGE>
          William P. Bowden
          ASHBY & GEDDES
          222 Delaware Avenue
          P.O. Box 1150
          Wilmington, DE 19899

          (Counsel to the Creditors' Committee)

     12.7 Successors and Assigns. The rights, benefits, and obligations of any
entity named or referred to in the Plan will be binding on, and will inure to
the benefit of, any heir, executor, administrator, successor, or assign of such
entity, regardless of whether such entity voted to accept the Plan.

     12.8 Further Action. Nothing contained in the Plan will prevent the Debtors
or the Distribution Trustee from taking such actions as may be necessary to
consummate the Plan, even though such actions may not be specifically provided
for within the Plan.

     12.9 Exhibits. All Exhibits to the Plan are incorporated by reference and
are intended to be an integral part of this document as though fully set forth
in the Plan.


                                       33
<PAGE>
Dated: February 25, 2005               Respectfully submitted,

                                       KAISER ALUMINA AUSTRALIA CORPORATION


                                       By: /s/ John M. Donnan
                                           -------------------------------------
                                       Name: John M. Donnan
                                       Title: Vice President and General Counsel


                                       KAISER FINANCE CORPORATION


                                       By: /s/ John M. Donnan
                                           -------------------------------------
                                       Name: John M. Donnan
                                       Title: Vice President and General Counsel


COUNSEL:


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

-and-

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

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION


                                       34