All terms and conditions of all existing agreements between the parties at the company's facilities at Trentwood, Mead, Newark, Gramercy, Tulsa, and Bellwood shall continue in effect except as modified below. This agreement shall become effective upon ratification by the union membership and approval by the bankruptcy court.

This agreement may be terminated by the Company (KACC) or the USWA if (a) the Company's Flat Rolled Products assets or Engineered Products assets are sold prior to the effective date of a Plan of Reorganization ("Effective Date"), (b) the intercompany issues identified in the USWA January 9, 2004 Settlement Proposal are not resolved in a manner satisfactory to the Company or the USWA or (c) the Bankruptcy Court determines upon motion by either the Company or the USWA that a material adverse change has occurred with respect to the Company's operations or the status of the chapter 11 cases. The Bankruptcy Court's ruling regarding the existence or lack thereof of a material adverse change shall be final and binding, and no appeals or other relief from such ruling will be permitted. The Debtors waive any right to seek or support relief pursuant to any provision of Section 1113 or Section 1114 with respect to USWA claims, but this waiver shall not apply if these agreements terminate pursuant to this section.

1. Pension
1. The Kaiser Aluminum Pension Plan (Plan No. 13), Kaiser Aluminum Tulsa Pension Plan (Plan No. 45), Kaiser Aluminum Inactive Pension Plan (Plan No. 174) and Kaiser Aluminum Bellwood Pension Plan (Plan No. 197) (herein, collectively the "Pension Plans") will be terminated. The terminated Pension Plans shall be assumed by the Pension Benefit Guaranty Corporation. The date of termination of the Pension Plans will be on or prior to the effective date of a plan of reorganization ("Effective Date").
2. Employees will be covered under the Steelworkers Pension Trust (SPT) as of the effective date of the termination of the Pension Plan under which they are covered, if the group is enrolled by the SPT, or at such later date as the group becomes enrolled by the SPT. The SPT is a multi-employer defined benefit pension plan, and is administered by a Board of Trustees, consisting of an equal number of employer and Union representatives.
1. Coverage
1. Covered Employees

Covered Employees are all employees who were actively employed for any length of time during a Wage Month, as defined below. The Company is required to make a contribution with respect of an employee whose employment is terminated during a Wage Month.

2. Newly Hired Employees

Newly hired employees will be considered Covered Employees on the first day of the first calendar month immediately following the expiration of their probationary period as described in the applicable collective bargaining agreement. Such calendar month shall be the employee's first Benefit Month. The immediately preceding calendar month shall be the employee's first Wage Month.

3. Coverage of Newly Hired Employees Who Were Previously Covered

Newly hired employees who were previously covered by the SPT shall be considered Covered Employees as of the first day of the first calendar month immediately after the expiration of their probationary period as described in the applicable collective bargaining agreement. This calendar month is the employee's first Benefit Month and the calendar month immediately preceding is the employee's first Wage Month.

2. Covered Service
1. Covered Service for purposes of eligibility and vesting under the SPT will include:
1. periods of employment with the Company beginning on the date the employee was hired by the Company and continuing during the time the Company remains a Participating Employer; and
2. service with Kaiser Aluminum and Chemical Corporation or predecessors or affiliates as determined by the hourly pension plans covering such employees immediately before the Company's emergence from bankruptcy (e.g. The Kaiser Aluminum Pension Plan [Plan No. 13], Kaiser Aluminum Tulsa Pension Plan [Plan No. 45], Kaiser Aluminum Inactive Plan [Plan No. 174], Kaiser Aluminum Bellwood Pension Plan [Plan No. 197]).
2. Covered Service ends when an employee quits, dies, retires or the Company stops making contributions on the employee's behalf.
3. Hourly Contributions
1. Beginning 10 days following the end of the first calendar month after the Effective Date and continuing each month thereafter, the Company shall contribute to the SPT an amount equal to the Preliminary Contribution Amount, as determined in Section A.2.l. below, for each Covered Employee's Contributory Hours (as defined in Section A.2.g. below) during the previous month (Wage Month). The month during which the contribution is made is referred to as the Benefit Month. The first contributions will be for each Covered Employee's Contributory Hours during the preceding calendar month, even if the Effective Date is not the first day of the calendar month.
2. Covered Employees will receive an annual statement from the SPT showing the contributions made on their behalf during the previous calendar year, the total contributions made on their behalf for all years of participation in the SPT, and the accrued benefit at Normal Retirement.
4. Benefit Formula and Amount
1. The amount of the pension that an employee will receive depends directly on the total amount of contributions made on behalf of the employee to the Plan by the Company during the time the employee was covered by the Plan.
2. The monthly benefit payable at Normal Retirement, Rule-of-85 Retirement, and Disability Retirement under the SPT equals the amount of the annual hourly contributions on behalf of an employee multiplied by such percentage as determined by the SPT and then divided by twelve (12) to obtain a monthly amount. This is the formula for a single life annuity. The benefit payable as a joint and survivor annuity or other optional form of payment is subject to adjustment.
5. Eligibility for Pension

Effective thirty days after the Effective Date, vested participants are eligible to retire under the following options:

1. Normal Retirement
2. Retirement at age 65 with a pension benefit based on the contributions made on his/her behalf, without reduction for early retirement.
3. Early Retirement
4. Retirement at age 55 with a pension benefit based on the contributions made on his/her behalf, reduced by 0.25% (1/4%) for each month (or 3% per year) that the retirement is prior to age 65.
5. Rule-of-85 Retirement

A participant is eligible for a Rule-of-85 retirement with a pension benefit based on the contributions made on his/her behalf, without reduction for early retirement, if:

1. age plus the number of years of Covered Service equals 85 or more;
2. the years of Covered Service that count in making the calculation are those calendar years in which there were at least five (5) months for which contributions were paid to the SPT, and such additional years of service as provided under Section A.2.h.; and
3. during the twenty-four (24) month period preceding the month of retirement, there must have been at least ten (10) months for which contributions were paid to the SPT on his/her behalf.
6. Disability Retirement

Disability within the meaning of the Federal Social Security Act while a Covered Employee on or after the Effective Date, with a pension benefit based on the contributions made on his/her behalf, without reduction for early retirement.

6. Vesting

A Participant shall be fully vested upon the completion of five (5) years of Covered Service.

7. Hours for Which Contributions are Made
1. Contributory Hours include:
1. hours actually worked by Covered Employees;
2. hours for which Covered Employees were paid because of vacation, holidays, jury duty, bereavement leave, union business;
3. hours for periods on layoff of up to one year, during which time the Employee shall be deemed for this purpose alone to have worked forty (40) hours per week;
4. hours for absences during which the employee is receiving either workers' compensation or sickness and accident benefits. Such absences will be credited as Contributory Hours at a rate of up to forty (40) hours per week; and
5. to the extent required by law or provided for in applicable sections of the CBA, hours for absences during which an employee is on Union Leave, leave of absence for military service or military encampment, or leave of absence on Family or Medical Leave. Such absences will be credited as Contributory Hours at a rate of up to forty (40) hours per week.
8. Covered Service Contributions
1. The Company will make special contributions to an escrow account for the purpose of the future purchase from the SPT, after the "Free Look" period has expired, of recognition of prior service with Kaiser Aluminum for the purposes of vesting and eligibility, and to provide for the SPT to recognize prior service for rule of 85 retirement benefit calculations, not to exceed $2,500.00 per Covered Employee. Such contributions may be made in one or more installments. In the event that the Company withdraws from the SPT, the escrow amount will be paid to the Kaiser Aluminum Defined Contribution Plan on a pro-rata basis determined by the number of Covered Hours for each Covered Employee.
9. Requirements
1. The Company shall transmit to the SPT with each contribution a contribution report on the form furnished by the SPT on which the Company shall report the names, status, hire and termination dates as applicable, as well as the total hours paid to each Covered Employee during the Wage Month.
2. The Company further agrees to supply to the SPT such further information reasonably necessary as may from time to time be requested by it in connection with the benefits provided by the SPT to Covered Employees, and to permit, upon timely notice, reasonably necessary audits of its books and records by the SPT for the sole purpose of determining compliance with terms and conditions of this Agreement.
10. Obligation of Trust

In consideration of the Company's contributions to the SPT as provided above and for so long as the Company's participation in the SPT is accepted by the Trustees, the Trustees will, beginning with the date of receipt by the SPT of the Company's first contribution, and continuing for such part of the duration of this Agreement as the Company fully complies with the terms of this Agreement in all respects, extend and make available to Covered Employees, the pension benefits for which such employees are eligible under the Declaration of Trust, as amended from time to time, which is by this reference incorporated herein and made part hereof.

11. Incorporation Agreement

The benefits and eligibility are subject to the Incorporation Agreement and supplemental agreements among the Company, Union and the SPT Trustees and the SPT Plan provisions. Nothing here modifies the Incorporation Agreement or the provisions of the SPT Plan. The Board of Trustees has the authority to decide all questions concerning eligibility for and the amount of pension benefits. All final decisions regarding the Plan are made by the Board of Trustees based on the provisions of the Declaration of Trust.

12. Free Look

The Company will have the ability to withdraw from the SPT at any time within five years of entering the SPT without incurring any withdrawal liability. The parties will ensure the Company's ability to take this "Free Look" and so withdraw by instituting the following procedures:

1. The Company will review appropriate audited financial statements of the SPT to determine what amount can be contributed to the SPT (including Covered Service Contributions) prior to establishing a Preliminary Contribution Amount
2. The Company will then contribute to the SPT a Preliminary Contribution Amount (established to ensure compliance with the Company's "Free Look") for each Contributory Hour;
3. The Company will, at year end, review appropriate audited financial statements of the SPT to determine what additional amounts, if any, can be contributed to the SPT and still maintain the Company's "Free Look" withdrawal;
4. The Company will then contribute such additional amounts as determined in (c) above, to the SPT provided that the total amount contributed to the SPT during the plan year does not exceed one dollar ($1.00) per Contributory Hour;
5. If the total amount contributed to the SPT during the plan year as determined pursuant to this section is less than one dollar ($1.00) per Contributory Hour, the difference between one dollar ($1.00) and the amount contributed per Contributory Hour will be contributed to the Defined Contribution Plan referenced in Attachment A on a pro rata basis determined by the number of Contributory Hours for each Covered Employee. During any period that the Company either: (a) is not a contributing employer to the SPT or (b) is not a contributing employer to a non-Company-sponsored plan, then the contributions that would otherwise have been made to the SPT will be made to the Defined Contribution Plan.

The foregoing five procedures are subject to the approval of the SPT and applicable legal requirements. In the event that any of the procedures is not approved by the SPT or does not satisfy applicable legal requirements, the parties shall negotiate modified procedures reasonably acceptable to both parties.

3. Effective on the first date of termination of a Pension Plan, the Company will institute a follow-on defined contribution pension plan (the "Kaiser Aluminum Defined Contribution Plan") to cover all USWA-represented active employees of the Company or of the emerging entity. The Kaiser Aluminum Defined Contribution Plan shall be as described on Attachment A.
4. The Company's obligations under the pension provisions of this agreement (including Attachment A) shall terminate on the expiration date of the successor agreement to the current Master Labor Agreement (the "Successor Expiration Date"), and shall not be subject to renegotiation until the negotiations of the labor agreements that would be commencing on or after the Successor Expiration Date. In such case, any successor pension obligations shall not be effective prior to the commencement of the labor agreement that commences after the Successor Expiration Date.
2. Retiree Benefits

All existing plans, funds and programs maintained or established by the Company prior to February 12, 2002 that provide medical, surgical, prescription drugs, hospital care benefits, or benefits in the event of sickness (including Medicare Part B reimbursement), accident, disability, or death ("Retiree Benefits") for current and future retirees represented by the USWA, and/or such current and future retirees' surviving spouses and eligible dependents, shall be terminated.

1. For current pensioners, surviving spouses and their dependents from USWA-represented bargaining units of Kaiser Aluminum (including its subsidiaries and affiliates), who were entitled to receive retiree medical and life insurance benefits and who are not Medicare-eligible, as of the VEBA Effective Date (as defined below):
1. The Company shall agree that the termination of Retiree Benefits shall be a one-time bankruptcy-qualifying event under COBRA.
2. Eligible participants may elect bankruptcy-COBRA coverage under the KACC/USWA Employees Group Insurance Program for Active Employees. Monthly premiums for COBRA coverage shall be determined by an actuary selected by the Company based on a reasonable estimate of the cost of providing COBRA coverage for similarly situated beneficiaries. COBRA coverage will be made available to a participant as long as such participant is not yet eligible for Medicare.
2. For current and future pensioners, including new employees hired after the effective date of this agreement who retire under one of the normal retirement provisions of the SPT with at least fifteen (15) years of service, surviving spouses and their dependents from USWA-represented bargaining units of Kaiser Aluminum (including its subsidiaries and affiliates), who do not elect COBRA continuation coverage under paragraph 1, above, or who are not eligible to elect such coverage, as of the VEBA Effective Date:
1. Such individuals shall be eligible to receive such Retiree Benefits as are provided pursuant to the VEBA described in paragraphs (B)(3) and (B)(4) below and on the terms and conditions determined by the trustees of the VEBA.
2. It is understood that Retiree Benefits coverage may change to take into account, without limitation, such factors as changes in projected medical inflation or projected contributions.
3. Nothing in this section shall abridge the right of any individual to exercise their 18- or 36-month statutory COBRA rights (or future COBRA rights if subsequently enacted) if otherwise eligible under the COBRA statute.
3. The Company's sole obligation to fund the VEBA (other than the administrative costs referenced below) shall be limited as follows:
1. 2004 Monthly Contributions. For every full calendar month that the VEBA Effective Date precedes May 31, 2004, an amount calculated with reference to 2003 data and representing the average monthly cost of providing retiree benefits to USWA retirees ("Amount") will be contributed in cash by the Company to the VEBA on the VEBA Effective Date, in accordance with the following schedule:

VEBA Effective Date	Lump Sum Contribution
On or before December 31, 2003	[5 x Amount]
Jan. 1, 2004 through Jan. 31, 2004	[4 x Amount]
Feb. 1, 2004 through Feb. 29, 2004	[3 x Amount]
March 1, 2004 through March 31, 2004	[2 x Amount]
April 1, 2004 through April 30, 2004	[1 x Amount]
May 1, 2004 through May 31, 2004	$0 [no lump sum].

The Company will also agree to pay all IBNR pending as of the VEBA Effective Date;

2. Advance. For every full calendar month that the Company remains in bankruptcy after June 1, 2004, the Company will advance 80% (the "USWA Allocable Share") of $1.25 million to the VEBA to be credited against any cash obligation at closing, if any, that the Company may have pursuant to subparagraph (c) below. To the extent that the Advance exceeds the cash contribution, if any, pursuant to subparagraph (c) below, such excess shall be credited against the Company's Variable Contribution obligations as set forth under subparagraph (d) below;
3. Cash. The Company shall make a contribution to the VEBA (the "Initial VEBA Contribution") in an amount equal to the USWA Allocable Share of the excess of the Initial Availability Amount (as defined below) above $50 million, provided, however, that in no event shall the Initial VEBA Contribution be more than the USWA Allocable Share of $36 million. For purposes of this calculation, the Initial Availability Amount shall mean the sum, at emergence, of (a) the Company's consolidated cash balance and (b) the available liquidity on the Company's revolving credit facility. For purposes of determining the Initial Availability Amount, both (a) and (b) of this subparagraph shall be calculated after giving effect to the Initial VEBA Contribution, other cash payments required in connection with the reorganization, the initial availability amount required under the revolving credit facility, and any availability blocks required under the revolving credit facility. The Company will make its commercially reasonable best efforts to obtain exit financing with the maximum commitment then available, provided that such financing contains terms similar to other available facilities. The Company and the USWA will cooperate in exploring and pursuing potential sources of liquidity prior to the effective date.
4. Variable Contribution. The variable contribution under the Retiree Insurance Profit Sharing Plan described in Attachment B, which shall stay in effect during the Term of the Plan, as defined in Attachment B; and
5. Residual Value. The Residual Value of the Company shall be contributed to the VEBA in cash and/or equity.
1. The "Residual Value of the Company" shall mean the USWA Allocable Share of 75% of the remaining value of KACC (which includes Kaiser Bellwood Corporation as a wholly-owned subsidiary), after the satisfaction of each and every administrative, priority, and secured claim and after taking into account any equity interest, debt obligation and/or cash amount necessary to create a confirmable 524(g) trust, a confirmable 105 trust for silica and other tort claims, and any management incentive plan implemented on the Effective Date. The parties confirm that the USWA reserves all its rights to object to any such claims, trusts, or plans.
2. For purposes of determining the remaining value of KACC from which the Residual Value of the Company is determined:
1. Any claim of the PBGC against KACoCL shall receive equity of the Company in an amount sufficient to reflect the PBGC's entitlement to a recovery from KACoCL prior to the USWA and other creditors of the Company. The PBGC's projected recovery from KACoCL shall be based on the estimated enterprise values of KACoCL and KACC reasonably acceptable to the Company and the USWA; and
2. Any claim of unsecured creditors of Kaiser Bellwood Corporation shall be satisfied from the 25% of the remaining value of KACC and not the 75% of the remaining value of KACC from which the USWA Allocable Share is calculated.
3. The parties confirm that KACC's interests in Anglesey and Valco, including the net proceeds of any sales thereof, are assets of KACC.

Such funding obligations shall be enforceable by the VEBA or, to the extent not enforced by the VEBA, or prior to the establishment and full functioning of the VEBA and its Board of Trustees, by the USWA.

4. Administrative Items
1. The "VEBA Effective Date" shall mean the date of termination of current Retiree Benefits as provided above. The VEBA Effective Date will be designated by the USWA and shall be no later than May 31, 2004.
2. The VEBA Trustees (two each to be appointed by the Company and the Union) shall have the discretion to decide which of the beneficiaries of the Benefit Trust shall receive benefits, in what form and in what amount. In making such decisions, the Board of Trustees may take into account all relevant circumstances, including, without limitation, the degree to which beneficiaries may have alternative resources or coverage sources, as well as the assets of the Trust based upon Company Contributions, the level of participant contributions, and actual and expected investment income.
3. Retiree Benefits under this provision will be provided for and administered by the VEBA. The Company will pay: (a) during the first calendar year (which may be a partial year), all the administrative expenses of the VEBA up to $500,000 and (b) in each successive calendar year, one-half of the administrative costs of the VEBA, not to exceed $250,000.
4. The VEBA provided for under this agreement shall also provide Retiree Benefits to non-USWA retirees in accordance with agreements reached between the Company and the authorized representatives of such retirees, provided that the USWA's funding from all sources shall be separate from that of other retiree groups.
5. The Company will cooperate with the USWA to take maximum advantage of the Health Care Tax Credit (HCTC) program established under the Trade Act of 2002. Company contributions to the VEBA vehicle will not be reduced in connection with or by operation of the HCTC program.
6. The parties shall adopt a Trust Agreement establishing the VEBA consistent with this agreement.
7. The Company's obligation under the VEBA provisions of this agreement shall terminate on December 31, 2012, and shall not be subject to renegotiation until the negotiation of the successor labor agreements that would be in effect on such date. In such case, any successor Retiree Benefit obligations shall not be effective until January 1, 2013, or thereafter.
3. Other Matters
1. NLRB. Subject to the approval of the NLRB General Counsel and the Bankruptcy Court, NLRB Case No. 32-CA-17041 will be resolved as follows:
1. An unsecured pre-petition claim in the amount of $175 million will be allowed against the Company's estate.
2. To enable the apportionment of this unsecured claim among eligible Company employees and former employees, the USWA and Company will cooperate in developing and in jointly proposing to the NLRB, at the appropriate time, a distribution methodology based on pro-rata share principles for any amounts to be distributed to eligible Company employees and former employees with respect to such claims.
3. Upon approval of this settlement by the NLRB General Counsel and the Bankruptcy Court in an order that is neither appealed nor appealable, NLRB Case No. 32-CA-17041 will be dismissed with prejudice, it being understood that any and all liability of the Company as a result of NLRB Case No. 32-CA-17041 and the matters related thereto shall be limited to the terms of this settlement.
2. Board of Directors. The Board of Directors of the reorganized KACC will consist of 10 members. Unless prohibited by applicable law, other regulations and/or securities exchange requirements:
1. Four members will be nominated by the USWA to the initial Board of Directors and for subsequent board elections.
2. For subsequent elections, the number of USWA nominated directors will be adjusted to maintain the same 40% share of the total Board of Directors.
3. Each of the following committees created by the Board shall contain at least one USWA board member: Executive Committee, Nominating Committee, and Audit Committee.
4. Subject to discussions with other stakeholders, at least two of the six members of the Board of Directors who are not nominated by the USWA will be non-insiders.
3. Mead. The company agrees to give the Union reasonable notice in advance of selling buss work or other plant infrastructure necessary to the restart of the plant. The company also agrees to continue its cooperative efforts with the union to find a buyer/operator for the smelter.
4. Neutrality. See Attachment C.

DEFINED CONTRIBUTION PENSION PLAN

A) Introduction The parties agree to establish a profit sharing plan (the Plan).

B) Level of Payout The Company agrees that it will create a profit sharing pool (the Pool) consisting of the percentages of the Company's Adjusted Pre-Tax Profit ("APT Profit"), as defined below, and to distribute the Pool upon the earlier of (a) one hundred and twenty days (120) days following the end of fiscal year, or within fifteen (15) days following the date on which the Company files its Form 10-K report with the SEC (or, if no such report is required to be filed, within fifteen (15) days of the delivery of the independent auditor's opinion of the Company's annual financial statements, as follows:

1) Ten percent (8.0% USWA Share) of the first $20 million in APT Profit;

2) Twenty percent (16.0% USWA Share) of all APT Profit in excess of $20 million.

Notwithstanding the foregoing, in no event shall the Pool for any one fiscal year exceed $20 million.

C) Form of Payment The Pool shall be payable, in cash, only to the extent that the Pool does not exceed the Company's Excess Cash Balance, as defined. For purposes of this calculation only, Excess Cash Balance shall mean the (a) the sum of (i) the Company's consolidated cash balance at the end of the relevant Fiscal Year plus (ii) the available liquidity under the Company's revolver (after taking into account any availability block(s)) minus (b) $50 million.

D) Calculation of APT Profit For the purposes of this Plan, APT Profit shall be defined as the sum of

a) Earnings Before Interest, Taxes, Depreciation and Amortization of the Company, calculated on a consolidated basis in accordance with United States Generally Accepted Accounting Principles (GAAP),

b) minus cash interest expense,

c) plus cash interest income,

d) minus cash capital expenditures,

e) minus cash payments of environmental liabilities to the extent that such payments are not included in any of the other items listed herein,

f) minus repayment of debt principal outstanding at emergence (according to the scheduled repayment terms of such debt, with the understanding that any debt principal outstanding at emergence under a revolving credit facility shall be deemed, for purposes of this calculation only, to be repaid evenly over a five-year term)

g) minus the net proceeds of any sale of Anglesey, to the extent provided below,

h) plus cash sources or minus cash uses related to unusual, nonrecurring, or extraordinary items as defined by GAAP (whether or not identified as special credits or charges), including plant closures, business dispositions and asset sales, restructuring charges, and casualty events (subject to reasonable reinvestment provisions that are not otherwise included in capital expenditures) that are outside the normal operations of the Company (sources (uses) related to the issuance (repayment) of securities shall be excluded from this item (h)), with the following exclusions:

1) income or loss related to unusual, nonrecurring or extraordinary items as defined by GAAP (whether or not identified as special credits or charges), including credits or charges for plant closures, business dispositions and asset sales that are not normal operating charges or credits of the Company;

2) any noncash expense attributable to the allocation or contribution of stock to Company employees; and,

3) any payments, fees or other expenses that are not in the normal course of business, and not approved by the Board of Directors, paid directly or indirectly to any person or entity who directly or indirectly owns or controls any equity or equity-like interest in the Company.

Notwithstanding the foregoing, in any year in which net proceeds are received from the sale of Anglesey, and the Company has a positive APT Profit, the Company shall pay into the VEBA 75% of the net proceeds from such sale; provided, however, that the Company's obligation to pay any portion of the net proceeds realized from the sale of Anglesey shall not exceed (a) the Company's Excess Cash Balance and (b) an amount equal to the extent to which the Initial VEBA Contribution is less than $36 million, whether such Initial VEBA Contribution is funded by the Company or otherwise (such amount to be defined as the "Top-Up Anglesey Amount"); provided further, however, that the Company shall pay to the VEBA the applicable percentage of the amount of incremental APT Profit that would otherwise be generated by the net cash proceeds from a sale of Anglesey minus the Top-Up Anglesey Amount (but only to the extent that such amount does not exceed the Excess Cash Balance).

E) Term of Plan The Plan shall span from the Effective Date of the plan of reorganization through December 31, 2012 (the "Termination Date"). The VEBA shall not be entitled to payments based on APT Profit or any other measure occurring (a) before the Effective Date (except that the VEBA will be entitled to payment based on APT profit for the fiscal year in which the Effective Date occurs, which shall be calculated for the time from the Effective Date through the end of such fiscal year), or (b) after the Termination Date.

F) Administration of the Plan The Plan will be administered by the Company in accordance with its terms and the costs of administration shall be the responsibility of the Company. The Company shall calculate the Pool amount, and shall forward the calculations to the Chair of the Union Negotiating Committee accompanied by a Certificate of Officer signed by the Chief Financial Officer of the Company, providing a detailed description of any adjustments made to Earnings Before Income and Taxes and stating that APT Profit was determined in accordance with the Plan.

The Union, through the Chair of its Negotiating Committee or his/her designee, shall have the right to review and audit any information, calculation or other matters concerning the Plan. The Company shall provide the Union with any information reasonably requested in connection with its review. The reasonable actual costs incurred by the Union in connection with any such audit shall be paid from the Pool and deducted from the amount otherwise available under the Pool for distribution to Employees.

In the event that a discrepancy exists between the Company's calculations and the results obtained by the Union's review, the Chairs of the Union and Company Negotiating Committees shall attempt to reach an agreement regarding the discrepancy. In the event that they cannot resolve the dispute, either party shall designate an independent accounting professional who, together, shall attempt to resolve the discrepancy. In the event that the accounting professionals shall be unable to resolve the dispute, they shall agree upon a third, independent accounting professional, who shall review the matter and whose determination shall be final and binding upon the parties.

G) Prompt Payment Notwithstanding Paragraph F, the Company shall comply with the requirements of Paragraphs B through F based on its interpretation of the appropriate payout. If the process described in Paragraph F results in a requirement for an additional payout, said payout shall be made no more than fourteen (14) days after the date of the agreed upon resolution or issuance of the final and binding decision.