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ATTACH.LIBNT "FS" <br />Kaiser Steel Resources, Inc. - <br />November 16, 1988, Minutes <br />Page -9- <br />of Delaware amended and restated <br />Articles of Incorporation for the <br />Company in substantially the form <br />attached hereto as Exhibit "B"; and it <br />is <br />FURTHER RESOLVED, that the Board hereby <br />adopts the amended and restated Bylaws, <br />a copy of which is attached hereto as <br />Exhibit "C"; and it is <br />FURTHER RESOLVED, that the Board hereby <br />appoints the following individuals to <br />serve as officers of Kaiser Steel <br />Resources, Znc., for the next year and <br />until their successors may be desig- <br />nated: <br />Richard E. Stoddard <br />Chief Executive Officer <br />Daniel N. Larson <br />President <br />Gerald A. Fawcett <br />Senior Vice President, <br />Corporate Development <br />Stewart W. Dillingham III <br />Vice President, Finance; <br />Secretary/Treasurer; and <br />Chief Financial Officer <br />Cynthia L. Riley <br />Assistant Secretary <br />Victoria L. Hellmer <br />Assistant Secretary <br />Deberra A. Pearcy <br />Assistant Treasurer <br />RESOLVED FURTHER, that the officers are <br />hereby authorized and directed to take <br />any and all actions deemed necessary or <br />appropriate by the officers to establish <br />the following corporate subsidiaries in <br />accordance with the corporate law of the <br />State of Delaware and to take such <br />actions as may be necessary to qualify <br />such corporations to do business in any <br />