KAISER ALUMINUM & CHEMICAL CORP
EXH. 10.3 ENHANCED SEVERANCE AGRMT.
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<TYPE>EX-10
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<FILENAME>0005.txt
<DESCRIPTION>EXH. 10.3 ENHANCED SEVERANCE AGRMT.
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                                                                Exhibit 10.3


                              ENHANCED SEVERANCE AGREEMENT
                              ----------------------------

                  This Enhanced Severance Agreement (the "Agreement") is
             entered into by and between the Kaiser Aluminum & Chemical
             Corporation, a Delaware corporation (the "Corporation"), and
             _________________ ("Executive"), effective ___________, 2000
             (the "Effective Date").


                  WHEREAS, Executive has made, and is expected to continue
             to make, major contributions to the short- and long-term
             profitability, growth and financial strength of the
             Corporation;


                  WHEREAS, the Corporation continues to pursue strategies
             that will result in a stronger and more profitable Corporation
             going forward and may lead to acquisitions, divestitures or
             other forms of corporate restructuring;


                  WHEREAS, the Corporation previously made available to key
             managers of the Corporation, including Executive, the Enhanced
             Severance Protection and Change in Control Benefits Program
             ("Severance Benefits Program"), in order to ensure that such
             managers have appropriate protection in the event of a "Change
             in Control" of the Corporation, and to permit them to maintain
             their focus on key goals related to the Corporation's
             initiatives;

                  WHEREAS, the Corporation now desires to supercede and
             replace the Severance Benefits Program by entering into
             separate Enhanced Severance Agreements with certain key
             managers, including Executive, and Executive also desires to
             enter into this Agreement and to be bound by the terms
             thereof:


                  NOW, THEREFORE, the Corporation and Executive agree as
             follows:

                  1.   TERM OF AGREEMENT.  This Agreement shall be
                       -----------------
              effective as of the Effective Date and shall terminate on
             December 31, 2003; provided, however, that if a Change in
             Control or Potential Change in Control occurs during the
             initial term of the Agreement, the Agreement shall not end
             (1)prior to the end of the [_____] month period  beginning on the
             later of (a) the date of such Change in Control or (b) the
             date of a Change in Control which occurs within six (6) months
             after such Potential Change in Control.

                  2.   DEFINED TERMS.  In addition to terms defined
                       -------------
              elsewhere herein, the following terms have the following
             meanings when used in this Agreement with initial capital
             letters:

                  (a)  "Base Pay" means the Executive s annual base salary
             rate at a rate not less than his or her annual fixed
             or base compensation as in effect immediately prior
             to termination of employment or, if higher, prior to
             the occurrence of a Change in Control or Potential
             Change in Control, without reduction for
             contributions to any qualified or non-qualified
             employee benefit plan or fringe benefit plan.

                  (b)  "Cause" means (1) Executive's gross misconduct or
             fraud in the performance of his employment; (2)
             Executive's conviction or guilty plea with respect
             to any felony (except for motor vehicle violations);
             or (3) Executive's material breach of any written
             employment agreement between the Corporation and the
             Executive, or of the Kaiser Aluminum & Chemical
             Corporation Code of Business Conduct, or continued
             abandonment of his or her employment with the
             Corporation, which remains uncorrected, or which
             recurs, after written notice delivered to Executive
             of such breach or abandonment and a reasonable
             opportunity to correct such breach or abandonment.

                  (c)  "Change in Control" means:

                       (1)  The sale, lease, conveyance or other
                       disposition of all or substantially all of the
                       Corporation's assets as an entirety or
                       substantially as an entirety to any person,
                       entity or group of persons acting in concert
                       other than in the ordinary course of business;

                       (2)  Any transaction or series of related
                       transactions (as a result of a tender offer,
                       merger, consolidation or otherwise) that
                       results in any Person (as defined in Section
                       13(h)(8)(E) under the Securities Exchange Act
                       of 1934) becoming the beneficial owner (as
                       defined in Rule 13d-3 under the Securities
                       Exchange Act of 1934), directly or indirectly,
                       of more than 50% of the aggregate voting power
                       of all classes of common equity of the
                       Corporation, except if such Person is (A) a
                       subsidiary of the Corporation, (B) an employee
                       stock ownership plan for employees of the
                       Corporation or (C) a Corporation formed to hold
                       the Corporation's common equity securities and
                       whose shareholders constituted, at the time
                       such Corporation became such holding
                       Corporation, substantially all the shareholders
                       of the Corporation; or

                       (3)  A change in the composition of the
                       Corporation's Board of Directors over a period
                       of thirty-six (36) consecutive months or less
                       such that a majority of the then current Board
                       members ceases to be comprised of individuals
                       who either (a) have been Board members
                       continuously since the beginning of such
                       period, or (b) have been elected or nominated
                       for election as Board members during such
                       period by at least a majority of the Board
                       members described in clause (a) who were still
                       in office at the time such election or
                       nomination was approved by the Board.

                  (d)  "Code" means the Internal Revenue Code of 1986, as
                  amended from time to time.  All references to the
                  Code shall be deemed also to refer to any successor
                  provisions to such sections.

                  (e)  "Disability" means total and permanent disability as
                  a result of bodily injury, disease or mental
                  disorder which results in the Executive's
                  entitlement to long term disability benefits under
                  the Kaiser Aluminum Self-Insured Welfare Plan or the
                  Kaiser Aluminum Salaried Employees Retirement Plan.

                  (f)  "Good Reason" means:

                            (1)  Demotion, reduction in title, substantial
                            reduction of position responsibilities, or
                            substantial change in reporting
                            responsibilities or reporting level from
                            the Executive's position immediately prior
                            to a Change in Control or Potential Change
                            in Control, or assignment of duties or
                            responsibilities inconsistent with such
                            position, which remains uncorrected for
                            five (5) days after the Executive provides
                            written notice to the Corporation of such
                            event, or which recurs after previous
                            correction;

                            (2)  Failure by the Corporation to obtain a
                            satisfactory agreement from any successor
                            to assume and agree to perform this
                            Agreement;

                            (3)  Relocation of the Executive's primary
                            office more than fifty (50) miles from the
                            Executive's current office location,
                            without the Executive's written consent;
                            or

                            (4)  Reduction, without the Executive's written
                            consent, in his or her level of base
                            compensation (including base salary and
                            fringe benefits) by more than ten percent
                            (10%) or a reduction by more than ten
                            percent (10%) in his or her Short Term
                            Incentive target.

                  (g)  "Potential Change in Control" means:

                            (1)  The Corporation enters into an agreement,
                                 the consummation of which would result in
                                 the occurrence of a Change in Control;

                            (2)  The Corporation publicly announces an
                                 intention to take or to consider
                                 taking actions which, if consummated,
                                 would constitute a Change in Control;
                                 or

                            (3)  The Board of Directors adopts a resolution
                                 to the effect that, for purposes of this
                                 Agreement, a Potential Change in Control
                                 has occurred.

                  (h)  "Incentive" means an annual or long term bonus,
                        incentive or other payment of compensation, in
                        addition to base pay, made or to be made to
                        Executive in regard to services rendered in any year
                        pursuant to any bonus, incentive, profit-sharing,
                        performance, discretionary pay or similar agreement,
                        policy, plan, program or arrangement (whether or not
                        funded) of the Corporation, or any successor
                        thereto, but not including any stock option plan or
                        program.

                  (i)  "Significant Restructuring" means the sale or other
                       disposition of one or more business units to which
                       the Executive provide services and therefore causes
                       his or her job to be eliminated.

                  3.   SEVERANCE UPON CHANGE IN CONTROL.  If the Executive's
                  --------------------------------
             employment is terminated by the Corporation, or
             any successor to the Corporation, or the Executive terminates
             his or her employment due to Good Reason, within the period
             beginning ninety (90) days prior to a Change in Control and
             ending on the third anniversary of such Change in Control, the
             Executive will be entitled to receive the severance payments
             and benefits set forth in Section 6 and 7 below; provided,
             however, that no severance payments shall be made, or
             continuing benefits provided, under the Agreement, if any of
             the following apply:

                  (a)  The Executive voluntarily resigns or retires from
                       employment other than for Good Reason;

                  (b)  The Executive is terminated for Cause;

                  (c)  The Executive s employment terminates as a result of
                       death or Disability; or

                  (d)  The Executive declines to sign and return the
                       Release Agreement set forth in Appendix A hereto or
                       revokes such Release Agreement within the time
                       provided therein.
                    2
                  4.   SEVERANCE DUE TO SIGNIFICANT RESTRUCTURING.  If the
                  ------------------------------------------
              Executive's employment is terminated by the Corporation due
             to Significant Restructuring, outside of the period beginning
             ninety (90) days prior to a Change in Control and ending on
             the third anniversary of such Change in Control, the Executive
             will be entitled to receive the severance payments and
             benefits set forth in Sections 6 and 7 below; provided,
             however, that no severance payments shall be made, or
             continuing benefits provided, under the Agreement, if any of
             the following apply:

                  (a)  An event described in Section 3(a), (b), (c) or (d)
                       applies; or

                  (b)  The Corporation offers the Executive suitable
                       employment in a substantially similar capacity as
                       determined in accordance with Personnel Policy
                       Committee Guidelines and at his or her current level
                       of Base Pay and Short Term Incentive, regardless of
                       whether the Executive accepts or rejects such
                       employment.
                    3
                  5.   OTHER SEVERANCE. If the Executive's employment is
                  ----------------
              terminated by the Corporation other than at a time, or for a
             reason, described in Section 3 or 4 above, the Executive will
             be entitled to receive the severance payments and benefits set
             forth in Sections 6 and 7 below; provided, however, that no
             severance payments shall be made, or continuing benefits
             provided, under the Agreement, if any of the following apply:

                  (a)  The Executive voluntarily resigns or retires from
                       employment;

                  (b)  An event described in Section 3(b), (c) or (d)
                       applies; or

                  (c)  The Corporation offers the Executive suitable
                       employment as determined in accordance with
                       Personnel Policy Committee Guidelines, and the
                       Executive rejects such employment.

                  6.   AMOUNT OF SEVERANCE PAYMENTS.  If the Executive's
                  -----------------------------
              employment terminates as described in Section 3, 4 or 5
             above, and he or she becomes entitled to severance benefits
             under this Agreement, the Corporation, or any successor to the
             Corporation, shall pay to the Executive the following amounts
             in a single sum cash payment:
                              4
                  (a)  [_____]  times the sum of the Executive's Base Pay
                       and most recent Short Term Incentive target; and

                  (b)  Prorated short and long term Incentive programs in
                       effect for the year in which the Executive's
                       termination of employment occurs, determined by
                       multiplying the Executive's short term Incentive
                       target for the full current year by a fraction, the
                       numerator of which is the number of days from
                       January 1 until the Executive's termination of
                       employment and the denominator of which is 365 and
                       by multiplying the Executive's long term Incentive
                       target for the current long term period by a
                       fraction, the numerator of which is the number of
                       days from the inception of the long term program
                       until the Executive's termination of employment and
                       the denominator of which is 1,095.  Notwithstanding
                       the foregoing, if the Executive is terminated on
                       December 31 of any year, he or she will participate
                       in the actual Incentive programs for the year, based
                       on applicable performance measure(s), and no
                       proration shall apply.

                  7.   CONTINUATION OF BENEFITS. If the Executive's
                  ------------------------
             employment terminates as described in Section 3, 4 or 5 above,
             and he or she becomes entitled to severance benefits under
             this Agreement, the Corporation, or any successor to the
             Corporation, shall provide to the Executive continuation:

                  (a)  of his or her coverage under all medical, dental,
                       life and accidental death and dismemberment
                       benefits, as if the Executive had continued in
                       employment with the Corporation uninterrupted for up
                       to thirty six (36) months. The Executive must
                       continue to pay monthly medical and life insurance
                       contributions (if any) for this coverage to remain
                       in effect.  Notwithstanding the foregoing, coverage
                       under any cafeteria plan, health care reimbursement
                       account, dependent care spending account, long term
                       disability plan or qualified retirement plan will
                       cease.  The Corporation may require the health
                       benefit continuation period required under the
                       Congressional Omnibus Budget Reconciliation Act of
                       1985, as amended ("COBRA") to run concurrently with
                       the benefit continuation period hereunder.
                     5
                  (b)  of all other existing perquisites, including,
                       without limitation, the continuation of his or her
                       company car benefit, for the period of thirty six
                       (36) months, with the exception of gas
                       reimbursement. The company reserves the right to
                       offer a reasonable cash buy-out of the company car
                       benefit.

                  8.   GROSS-UP FOR TAX PAYMENTS.  If any payment or
                       -------------------------
    distribution by the Corporation or any of its affiliates to or for the
   benefit of Executive, whether paid or payable or distributed or
   distributable under this Agreement or under any other agreement, policy,
   plan, program or arrangement, or the lapse or termination of any
   restriction under any agreement, policy, plan, program or arrangement (a
   "Payment"), would be subject to the excise tax imposed by Section 4999
   of the Code by reason of being considered  contingent on a change in
   ownership or control  of the Corporation, within the meaning of Section
   280G of the Code, or to any similar tax imposed by state or local law,
   or any interest or penalties with respect to such tax (such tax or
   taxes, together with any such interest and penalties, being hereafter
   collectively referred to as the "Excise Tax"), then Executive will be
   entitled to receive an additional payment or payments (collectively, a
   "Gross-Up Payment").  The Gross-Up Payment will be in an amount such
   that, after payment by Executive of all taxes (including any interest or
   penalties imposed with respect to such taxes), including any Excise Tax
   imposed upon the Gross-Up Payment, Executive retains an amount of the
   Gross-Up Payment equal to the Excise Tax imposed on the Payment.
   Notwithstanding the foregoing, if no Excise Tax would apply if the
   aggregate Payments were reduced by five percent (5%), then the aggregate
   Payments shall be reduced by the amount necessary to avoid application
   of the Excise Tax, in such manner as the Executive shall direct, and no
   Gross-Up Payment will be made.  The following provisions shall apply in
   determining whether a Gross-Up Payment shall apply:

             (a)  Unless the Corporation and Executive otherwise agree in
             writing, any determination required under this Section 8
             shall be made in writing by nationally recognized
             independent public accountants, whose determination shall
             be conclusive and binding upon Executive and the
             Corporation for all purposes.  For purposes of making the
             calculations required by this Section 8, the Accounting
             Firm may make reasonable assumptions and approximations
             concerning applicable taxes and may rely on reasonable,
             good faith interpretations concerning the application of
             Sections 280G and 4999 of the Code.  The Corporation and
             Executive shall furnish to the Accounting Firm such
             information and documents as the Accounting Firm may
             reasonably request in order to make a determination
             hereunder. The Corporation shall bear all costs the
             Accounting Firm may reasonably incur in connection with
             any calculations contemplated hereunder.  The Accounting
             Firm shall be required to provide its determination
             within sixty (60) days after the date of the Executive s
             termination, and the Corporation shall be responsible for
             any income tax, penalty or interest liability incurred as
             a result of delay by the Accounting Firm.

             (b)  If the Accounting Firm determines that no Excise Tax is
             payable by Executive, it will, at the same time as it
             makes such determination, furnish the Corporation and
             Executive an opinion that Executive has substantial
             authority not to report any Excise Tax on his or her
             federal, state or local income or other tax return.  If
             the Accounting Firm determines that an Excise Tax will
             (or would, but for reduction in the Payment) be payable
             by Executive, it will, at the same time as it makes such
             determination, furnish the Corporation and Executive the
             detailed basis for such opinion.  The Corporation will
             make the Gross-Up payment within five (5) business days
             thereafter.

             (c)  If the federal, state and local income or other tax
             returns filed by Executive are consistent with the
             determination of the Accounting Firm under paragraph (b)
             above, and the Internal Revenue Service or any other
             taxing authority asserts a claim or notice of deficiency
             (referred to in this Section 8 as a "claim") against the
             Executive that, if successful, would require the payment
             by the Corporation of a Gross-Up Payment, the following
             shall apply.  Executive will not pay such claim prior to
             the earlier of (1) the expiration of the thirty (30)
             calendar day period following the date on which he or she
             gives such notice to the Corporation and (2) the date
             that any payment of amount with respect to such claim is
             due. If the Corporation notifies Executive in writing
             prior to the expiration of such period that it desires to
             contest such claim, Executive will:

                       (i)       Provide the Corporation with any written
                  records or documents in his or her
                  possession relating to such claim
                  reasonably requested by the Corporation;

                       (ii)      Take such action in connection with
                  contesting such claim as the Corporation
                  shall reasonably request in writing from
                  time to time, including without limitation
                  accepting legal representation with
                  respect to such claim by an attorney
                  competent in respect of the subject matter
                  and reasonably selected by the
                  Corporation;

                       (iii)     Cooperate with the Corporation in good
                  faith in order effectively to contest such
                  claim, which may include the payment of an
                  amount advanced by the Corporation and
                  assertion of a claim for refund; and

                       (iv)      Permit the Corporation to participate in
                       any proceedings relating to such claim;

                       provided, however, that the Corporation will bear
                       and pay directly all costs and expenses (including
                       interest and penalties) incurred in connection with
                       such contest and will indemnify and hold harmless
                       Executive, on an after-tax basis, for and against
                       any Excise Tax or income tax, including interest and
                       penalties with respect thereto, imposed as a result
                       of such contest and any such payments.  If the
                       Corporation directs Executive to pay the tax
                       claimed, or otherwise fails to contest the claim as
                       described above, the Corporation will immediately
                       pay to Executive the amount of the required
                       deficiency payment, including any Excise Tax or
                       income tax, and interest and penalties with respect
                       thereto.

                  9.   NONCOMPETITION; NONSOLICITATION.  For the one year
                       -------------------------------
             period following the termination of employment with the
             Corporation, the Executive agrees that he will not, without
             the prior written consent of the Corporation, which shall not
             unreasonably be withheld, directly or indirectly, whether as a
             principal, agent, employee, consultant, contractor, advisor,
             representative, stockholder (other than as a holder of an
             interest of five percent (5%) or less in the equity of any
             corporation whose stock is traded on a public stock exchange),
             or in any other capacity:

                       (a)  except in the event where termination results
                       from a change in control, provide services,
                       advice or assistance to any business, person or
                       entity which competes with the Corporation
                       directly, as a primary focus of its business,
                       in the United States or in any other location
                       in which the Corporation operates, in the
                       manufacture, sale or delivery of any materials,
                       products or services which constitute more than
                       twenty percent (20%) of the Corporation's
                       revenues in the prior twelve month period; or

                       (b)  intentionally entice, induce or solicit, or
                       attempt to entice, induce or solicit, any
                       individual or entity having a business
                       relationship with the Corporation, whether as
                       an employee, consultant, customer or otherwise,
                       to terminate or cease such relationship.

             By entering into this Agreement, the Executive acknowledges
             that these prohibitions are reasonable as to time,
             geographical area and scope of activity and do not impose a
             restriction greater than is necessary to protect the
             Corporation's good will, proprietary information and business
             interests.

                  10.  CONFIDENTIALITY.  The Executive shall keep secret
                       ---------------
             and confidential and shall not disclose to any third party, in
             any fashion or for any purpose whatsoever, any information
             regarding the Corporation which is (a) not available to the
             general public, and/or (b) not generally known outside the
             Corporation, to which the Executive has or will have had
             access at any time during the course of his or her employment
             by the Corporation, including, without limitation, any
             information relating to: the Corporation's business or
             operations; its plans, strategies, prospects or objectives;
             its products, technology, Intellectual Property described in
             Section 15, processes or specifications; its research and
             development operations or plans; its customers and customer
             lists; its manufacturing, distribution, sales, service,
             support and marketing practices and operations; its financial
             condition and results of operations; its operational strengths
             and weaknesses; and, its personnel and compensation policies
             and procedures.  However, this provision shall not preclude
             the Executive from providing truthful information to the
             extent required by subpoena, court order, search warrant or
             other legal process, provided that the Executive immediately
             notifies the Corporation of such request in order to provide
             the Corporation an opportunity to object to such request in
             the appropriate forum and to obtain a ruling on such
             objection.

                  11.  COOPERATION.  Upon termination of employment for any
                       -----------
              reason, Executive shall fully cooperate with the Corporation
             in all matters relating to the winding up of his or her
             pending work on behalf of the Corporation and the orderly
             transfer of any such pending work to other employees of the
             Corporation as may be designated by the Corporation.

                  12.  ENFORCEMENT.  Any claim arising out of or relating
                       -----------
              to this Agreement or the Executive's employment with the
             Corporation or the termination thereof, other than an action
             for injunctive relief as provided below, shall be resolved by
             confidential, final and binding arbitration conducted by
             Judicial Arbitration and Mediation Services ("JAMS") to be
             held in Houston, Texas, under the then-existing JAMS rules,
             rather than by litigation in court, trial by jury,
             administrative proceeding, or in any other forum.  Judgment
             upon the award rendered by the arbitrator(s) may be entered in
             any court having jurisdiction thereof. The Corporation shall
             promptly pay all costs and expenses, including without
             limitation reasonable attorneys  fees, incurred by the
             Executive or his beneficiaries in resolving any claim
             hereunder in which the Executive or his beneficiaries shall
             prevail.  In all other cases the parties shall bear their own
             costs and expenses, except that the Executive shall pay all
             costs and expenses, including, without limitation, reasonable
             attorney's fees incurred by the Corporation in resolving such
             claim if the arbitrator(s) determine such claim to have been
             brought by the Executive (a) in bad faith or (b) without any
             reasonable basis.  Notwithstanding the foregoing, the parties
             agree that any breach of Section 9 or 10 above is likely to
             cause irreparable injury to the Corporation and that damages
             for any breach of Section 9, 10 or 15 are difficult to
             calculate. Therefore, upon breach of Section 9, 10 or 15
             hereof, the Corporation shall, at its election, be entitled to
             injunctive and other equitable relief from a court or such
             other relief or remedies, including damages, to which it may
             be entitled, and shall not be required to submit the matter to
             arbitration.

                  13.  RETURN OF PROPERTY.  Upon termination of your
                       -------------------
              employment for any reason, you will return to the Corporation
             all property belonging to it, including without limitation,
             computer equipment, computer programs, cellular telephones,
             beepers or other property belonging to the Corporation, and
             documents, property and data of any nature and in any form,
             including electronic or magnetic form, reflecting any
             confidential information described in Section 10 above.

                  14.  DISPARAGEMENT.  The Executive agrees not to make any

                       --------------
              derogatory, unfavorable, negative or disparaging statements
             concerning the Corporation and its affiliates, officers,
             directors, managers, employees or agents, or its and their
             business affairs or performance.  This provision shall not be
             construed to limit the Executive's ability to give
             non-malicious and truthful testimony should you be subpoenaed
             to do so by competent authority having jurisdiction.

                  15.  INTELLECTUAL PROPERTY.  For purposes of this Section
                       ---------------------
              15, the term "Intellectual Property"  means all inventions,
             creations, trade secrets, patents (utility or design) and
             other intellectual property relating to any programming,
             documentation, technology, material, product, service, idea,
             process, plan or strategy concerning the business or interests
             of the Corporation that the Executive conceives, develops or
             delivers to the Corporation, in whole or in part, at any time
             during his or her employment with the Corporation, including
             without limitation, all copyrights, inventions, discoveries
             and improvements, trademarks, designs and all other
             intellectual property rights.  All such Intellectual Property
             shall be considered work made for hire by the Executive and
             owned by the Corporation.  The Executive agrees to perform,
             upon the request of the Corporation, during or after his or
             her employment, such acts as may be necessary or desirable to
             transfer, perfect and defend the Corporation's ownership and
             any resulting registrations of the Intellectual Property.

                  16.  MISCELLANEOUS.
                       --------------

                       (a)  Waiver.  Neither party shall, by mere lapse of
                            ------
                             time, without giving notice or taking other
                       action hereunder be deemed to have waived any
                       breach by the other party of any of the
                       provisions of this Agreement. Further, the
                       waiver by either party of a particular breach
                       of this Agreement by the other shall neither be
                       construed as, nor constitute, a continuing
                       waiver of such breach or of other breaches by
                       the same or any other provision of this
                       Agreement.

                       (b)  Severability.  If for any reason a court of
                            ------------
                             competent jurisdiction or arbitrator finds any
                       provision of this Agreement to be
                       unenforceable, the provision shall be deemed
                       amended as necessary to conform to applicable
                       laws or regulations, or if it cannot be so
                       amended without materially altering the
                       intention of the parties, the remainder of the
                       Agreement shall continue in full force and
                       effect as if the offending provision were not
                       contained herein.

                       (c)  No Mitigation. Executive shall have no duty to
                            -------------
                             mitigate the Corporation's obligation with
                       respect to the termination payments set forth
                       herein by seeking other employment following
                       termination of his or her employment, nor shall
                       such termination payments be subject to offset
                       or reductions by reason of any compensation
                       received by Executive from such other
                       employment. The Corporation's obligations to
                       make any payments hereunder shall not terminate
                       in the event Executive accepts other full time
                       employment.

                       (d)  Notices.  All notices and other communications
                            -------
                             required or permitted to be given under this
                       Agreement shall be in writing and shall be
                       considered effective upon personal service or
                       upon depositing such notice in the U.S. Mail,
                       postage prepaid, return receipt requested and
                       addressed to the Chairman of the Board of the
                       Corporation at its principal corporate address,
                       and to Executive at his most recent address
                       shown on the Corporation's corporate records,
                       or at any other address which he may specify in
                       any appropriate notice to the Corporation.

                       (e)  Counterparts. This Agreement may be executed in
                            ------------
                             any number of counterparts, each of which
                       shall be deemed an original and all of which
                       taken together constitutes one and the same
                       instrument and in making proof hereof it shall
                       not be necessary to produce or account for more
                       than one such counterpart.

                       (f)  Entire Agreement.  The parties hereto
                            ----------------
                             acknowledge that each has read this Agreement,
                       understands it, and agrees to be bound by its
                       terms. The parties further agree that this
                       Agreement constitutes the complete and
                       exclusive statement of the agreement between
                       the parties and supersedes all proposals (oral
                       or written), understandings, representations,
                       conditions, covenants, and all other
                       communications between the parties relating to
                       the subject matter hereof.

                       (g)  Governing Law.  This Agreement shall be
                            -------------
                             governed by the law of the State of Texas.

                       (h)  Assignment and Successors.  This Agreement will
                            -------------------------
                             be binding upon and inure to the benefit of
                       the Corporation and any successor to the
                       Corporation, including without limitation any
                       persons acquiring directly or indirectly all or
                       substantially all of the business or assets of
                       the Corporation whether by purchase, merger,
                       consolidation, reorganization or otherwise (and
                       such successor will thereafter be deemed the
                       "Corporation" for the purposes of this
                       Agreement), but will not otherwise be
                       assignable or delegable by the Corporation. The
                       Corporation will require any such successor, by
                       agreement in form and substance identical
                       hereto, expressly to assume and agree to
                       perform this Agreement in the same manner and
                       to the same extent the Corporation would be
                       required to perform if no such succession had
                       taken place.  This Agreement will inure to the
                       benefit of and be enforceable by, if then
                       applicable, Executive's personal or legal
                       representatives, executors, administrators,
                       successors, heirs, distributees and legatees,
                       but shall not otherwise be assignable the
                       Executive, whether by pledge, creation of a
                       security interest or otherwise.

                       (i)  No Employment Rights.  Nothing expressed or
                            --------------------
                             implied in this Agreement will create any
                       right or duty on the part of the Corporation or
                       Executive to have Executive remain in the
                       employment of the Corporation prior to or
                       following a Change in Control.

                       (j)  Withholding.  Any payments provided for
                            -----------
                             hereunder shall be paid net of any applicable
                       withholding required under federal, state or
                       local law and any additional withholding to
                       which the Executive has agreed.

                       (k)  Amendment.  This Agreement may not be amended

                            ----------
                             other than by written agreement of the
                       Corporation and the Executive.

                  17.  IMPACT ON OTHER AGREEMENTS.  This Agreement
                       --------------------------
              supercedes and replaces the Severance Benefits Program.
             Severance payments under this Agreement shall be in lieu of
             any severance or other termination payments provided under any
             other agreement between the Executive and the Corporation;
             provided, however, that if any provision of this Agreement
             conflicts with a provision of a written employment agreement
             between the Executive and the Corporation, the provision more
             favorable to the Executive shall govern.

                  IN WITNESS WHEREOF, the parties have executed this
             Agreement on the date first above written.


                                      Kaiser Aluminum & Chemical Corporation





                                 By:
                                       _____________________, Executive



                                 By:






                                                                    ANNEX A
                                                                    -------

                                   FORM OF RELEASE
                                   ---------------

                  WHEREAS, _________________ ("Executive") has previously
             entered into an Enhanced Severance Agreement (the "Agreement")
             by and between the Executive and the Kaiser Aluminum &
             Chemical Corporation, a Delaware corporation (the
             "Corporation'), effective October __, 2000 (the "Effective
             Date"); and

                  WHEREAS, Executive's employment with the Corporation has
             terminated under circumstances in which enhanced severance
             benefits may be paid to the Executive provided that he execute
             and return this release of claims to the Corporation; and

                  WHEREAS, Executive desires to sign and be bound by this
             Release in order to obtain certain benefits under the
             Agreement:

                  NOW THEREFORE, Executive agrees as follows:

                  1.   This Release is effective as of the date of
             termination of the Executive's employment with the Corporation
             and will continue in effect as provided herein.

                  2.   In consideration of the payments to be made to
             Executive pursuant to the Agreement, which Executive
             acknowledges are in addition to payments to which Executive
             would be entitled to receive absent the Agreement, Executive,
             for himself or herself and his or her dependents, successors,
             assigns, heirs, executors and administrators (and his or her
             and their legal representatives of every kind), hereby
             releases and forever discharges the Corporation, its
             predecessors, parents, subsidiaries, divisions, related or
             affiliated companies, officers, directors, members, employees,
             heirs, successors, assigns, representatives, agents and
             counsel (collectively, "Kaiser") from any and all
             arbitrations, claims, including claims for attorney s fees and
             charges, demands, damages, suits, proceedings, actions and/or
             causes of action of any kind and every description, whether
             known or unknown, which Executive now has or may have had for,
             upon, or by reason of any of the following:

                       (a)  any and all claims of discrimination, including
                       without limitation claims of discrimination on
                       the basis of sex, race, age, national origin,
                       marital status, religion or handicap,
                       including, specifically, but without limiting
                       the generality of the foregoing, any claims
                       under the Age Discrimination in Employment Act,
                       as amended, Title VII of the Civil Rights Act
                       of 1964, as amended, and the Americans with
                       Disabilities Act; and

                       (b)  any and all claims of wrongful or unjust
                       discharge or breach of any contract or promise,
                       express or implied.

             The foregoing release does not apply to rights under the
             Agreement or any employee benefit plan of Kaiser.

                  3.   Executive understands and acknowledges that Kaiser
                  does not admit any violation of law, liability or
                  contravention of any of his or her rights and that any
                  such violation, laibility or contravention is expressly
                  denied. The consideration provided for this Release is
                  is made for the purpose of settling and extinguishing
                  all claims and rights ( and every other similar or
                  dissimilar matter) that Executive ever had or now
                  may have against Kaiser to the extent provided
                  in Paragraph 2 of this Release. Executive further agrees
                  and acknowledges that no representations, promises or
                  inducements have been made by Kaiser other than as appear
                  in the Agreement.

                  4.   Executive further agrees and acknowledges that:

                       (a)  The release provided for herein releases claims
                       and rights to the extent provided in Paragraph
                       2 of the Release up to and including the date
                       of this Release;

                       (b)  He or she has been advised by Kaiser to consult
                       with legal counsel prior to executing this
                       Release, has had an opportunity to consult with
                       and to be advised by legal counsel of his or
                       her choice, fully understands the terms of this
                       Release and enters into this Release freely,
                       voluntarily and intending to be bound;

                       (c)  He or she has had a period of not less than
                       twenty-one (21) calendar days to review and
                       consider the terms of this Release prior to its
                       execution; and

                       (d)  He or she may, within seven (7) calendar days
                       after execution, revoke this Release.
                       Revocation will be made by delivering a written
                       notice of revocation to the Chief Legal Officer
                       of Kaiser. For such revocation to be effective,
                       written notice must be actually received by
                       Kaiser no later than the close of business on
                       the seventh calendar day after Executive
                       executes this Release. If Executive exercises
                       his or her right to revoke this Release, all of
                       the terms and conditions of the Release will be
                       of no force and effect and Kaiser will not have
                       any obligation to make payments or provide
                       benefits to Executive as set forth in the
                       Agreement.

                       5.   Executive agrees that he or she will never file
                       a lawsuit or other complaint asserting any claim
                       that is released in Paragraph 2 of this Release.

                       6.   Executive waives and releases any claim that he
                       or she has or may have to reemployment.


                       IN WITNESS WHEREOF, Executive has duly executed and
                       delivered this Release on the date set forth below.





                                  Kaiser Aluminum & Chemical Corporation

                                 By:



                                     _____________________, Executive

                                 By:


             ----------
             1.  For Executives who are  named executive officers , as defined
             in Item 402(a)(3) of Regulation S-K under the Securities Exchange
             Act of 1934, and for certain other executive officers, the period
             is thirty-six (36) months.  For other Executives who are not
             "named executive officers", the period is twenty-four (24) months
             or twelve (12) months.

             2.  Section 4 will be included in Agreements with Executives who
             are "named executive officers" and with certain other executive
             officers.

             3.  Section 5 will be included in Agreements with Executives who
             are "named executive officers" and with certain other executive
             officers.

             4.  For Executives who are "named executive officers" and for
             certain other executive officers, the multiplier is three (3).
             For other Executives who are not "named executive officers", the
             multiplier is two (2) or one (1).

             5.  Section 7(b) will be included in Agreements with Executives
             who are "named executive officers" and with certain other
             executive officers.


</TEXT>
</DOCUMENT>
