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~'-. <br />MISER RESOURCES INC. .., cmpnrrtrcH,nerlnrzrtnv <br />' ~- 3639 E. 6tlrtr~A &xPirr; Huulrnnrd <br />Snirz y50 ~~~ <br />Onmrin. Cnli%nn,in Ul,"6{ <br />90Y/{Y3-S,i00 <br />U09/4{{-6605Jrt.~~ <br />September 2, 1994 <br />MEMBERS OF THE BOARD OF DIRECTORS <br />KAISER RESOURCES INC. <br />RE: Request for Board Seat by Pacholders Associates Inc. <br />Gentlemen: <br />As you are all aware, earlier this year the Pension Benefit Guaranty Corporation, <br />which owns 2,097,339 shares of our stock, transferred its investment management <br />services to Pacholders Associates, Inc. of Cincinnati, Ohio. We have had a series of <br />discussions with two representatives of Pacholders as they got up to speed in <br />understanding Kaiser Resources and our stock issues. [n August Mr. Bill Morgan, <br />President and Managing Director of Pacholders Associates, met with me to inform <br />Kaiser that Pacholders desired Board representation. A Schedule 13D was filed by <br />Pacholders. That same day Mr. Morgan met with various representives of the <br />VEBA to discuss the request for Board representation. <br />Following Mr. Morgan's visit there have been numerous discussions with Board <br />members regarding the Pacholder request and the procedures available to the Board <br />if they desire to add Mr. Morgan to the Board. I have also followed up with Mr. <br />Morgan to secure some additional background information and discuss the Board's <br />initial responsiveness to the Pacholder request. I believe either Rick or I have talked <br />to all the Board members regarding Mr. Morgan's request and have been given <br />indications that the Board desires to honor the requested Board seat. <br />Accordingly, we have prepared a set of Consent Minutes for execution by all Board <br />members. This will expand the Board to 13 seats and fill the new position with Mr. <br />Morgan. Also enclosed is a brief biographical summary for Bill Morgan. <br />If these are acceptable, please execute the Consent Minutes and return them in the <br />enclosed envelope to us at your earliest convenience. If you have any questions <br />please do not hesitate to call me, Rick or Terry Cook. <br />Thanks for your assistance. <br />incerely, <br />Daniel N. Larson <br />President & CEO <br />DNL:dcg <br />Enclosure <br />