Non-negotiable Intercompany Note

Confirmation of Amendment
of
Non-Negotiable Intercompany Note


WHEREAS, Kaiser Aluminum Corporation ("KAC"), formerly known as KaiserTech Limited, executed a Non-Negotiable Intercompany Note (the "KT Note"), dated December 21, 1989, payable to the order of Kaiser Aluminum & Chemical Corporation ("KACC"); and


WHEREAS, the KT Note has been endorsed, pledged and delivered to Mellon Bank, N.A., as collateral agent (the "Collateral Agent"), under that certain Company Pledge Agreement, dated as of December 21, 1989 (the "Company Pledge Agreement"); and


WHEREAS, KAC and KACC agreed in July, 1993, that the KT Note should be amended, effective as of July 1, 1993, as hereinafter described; and


WHEREAS, the Company Pledge Agreement contemplates that Pledged Notes (as therein defined, including the KT Note) may be amended, modified, or supplemented from time to time; and


WHEREAS, the Ninth Amendment to Credit Agreement, dated as of May 19, 1993, among other things, amended Section 10.2.14 of the Credit Agreement, dated as of December 13, 1989, among KAC, KACC, the financial institutions that are parties thereto, Bank of America National Trust and Savings Association, as Agent, and Mellon Bank, as Collateral Agent, as amended (the "Credit Agreement" ...