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fotTTACfGLlENT 'A° <br />KAISER RESOURCES INC. <br />Action of Directors by Unanimous Consent <br />September 2,1994 <br />The undersigned, being all the Directors of Kaiser Resources Inc., a Delawaze <br />corporation (the "Corporation"), hereby waive notice of and the holding of a meeting of the <br />Board of Directors and, pursuant to the General Corporation Law of the State of Delaware and <br />the Bylaws of the Corporation, unanimously consent to and approve the adoption of the <br />following resolutions and the recording thereof among the minutes of proceedings of the <br />Corporation: <br />WHEREAS, the Pension Benefit Guazanty Corporation ("PBGC") owns 2,097,339 <br />shares, representing approximately 21.7% of the currently issued and <br />outstanding shares of the Corporation's common stock; <br />WHEREAS, the PBGC has recently retained Pacholder Associates, Inc. as its <br />investment advisor, granting Pacholder Associates, Inc. full authority to buy, <br />sell and vote the shares the PBGC owns in the Corporation; <br />WHEREAS, the PBGC does not currently have a representative on the Board of <br />Directors and Pacholder Associates, Inc. has requested representation on the <br />Boazd of Directors of the Corporation; <br />WHEREAS, after considerable discussion and thought among the current <br />members of the Board, the Board believes that the Corporation will be well <br />served to add to the Board a Pacholder representative regarding the PBGC stock <br />position; and <br />WHEREAS, under the Corporation's Bylaws, the number of members on the <br />Board of Directors is established by resolution of the Boazd. Accordingly, the <br />Board desires to take all steps necessary and appropriate to add one additional <br />member to the Board of Directors and to appoint William J. Morgan, President <br />and Managing Director of Pacholder Associates, Inc., to serve in the newly <br />created position. Now, therefore, be it <br />RESOLVED, that the number of individuals serving on the Board of Directors of <br />this Corporation is hereby increased from twelve to thirteen; and it is <br />RESOLVED FURTHER, that William J. Morgan, is hereby appointed by the <br />Boazd to fill the vacancy represented by the newly created position on the Board <br />of Directors and he shall serve on the Board of Directors until his successor is <br />duly elected and qualified. Such appointment shall be effective as of the date of <br />the receipt of the last Board member's signature to these minutes. <br />reso94\18.doc <br />