KAISER ALUMINUM & CHEMICAL CORP
EXH. 10.2 RESTRICTED STOCK AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXH. 10.2 RESTRICTED STOCK AGREEMENT
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                                                                Exhibit 10.2


                       KAISER 1997 OMNIBUS STOCK INCENTIVE PLAN
                              RESTRICTED STOCK AGREEMENT



                    RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as
          of August 15, 2000, among Kaiser Aluminum Corporation, a Delaware
          corporation ("KAC"), its subsidiary Kaiser Aluminum & Chemical
          Corporation, a Delaware corporation ("KACC") (together, the
          "Company"), and Raymond J. Milchovich, the President and Chief
          Executive Officer of the Company (the "Grantee").
                    The Section 162(m) Compensation Committees of the
          Boards of Directors of the Company (the "Committee") have
          determined that the objectives of the Kaiser 1997 Omnibus Stock
          Incentive Plan (the "Plan") will be furthered by the grant to the
          Grantee of 26,116 shares of Common Stock of KAC ("Common Stock")
          subject to the restrictions set out in this Agreement (the
          "Restricted Shares"), effective on August 15, 2000 (the "Grant
          Date").
                    Notwithstanding any provision hereof, this Agreement
          shall become effective only as, when and if the Grantee shall
          have executed and delivered to the Company (i) this Agreement and
          (ii) the stock power referenced below.
                    In connection with the grant of the Restricted Shares,
          the Grantee has delivered to the Company herewith a stock power
          duly endorsed in blank, which will be returned to the Grantee
          when all restrictions on the Restricted Shares covered thereby
          have expired as provided in Section 2.
                    In consideration of the foregoing and of the mutual
          undertakings set forth in this Agreement, the Company and the
          Grantee agree as follows:
                    SECTION 1.  Issuance of Restricted Shares.  As soon as
                    --------    -----------------------------
           practicable after receipt from the Grantee of this executed
          Agreement, the Company shall cause to be issued under the Plan in
          the name of the Grantee a Restricted Share stock certificate,
          representing 26,116 shares of Common Stock.  Such certificate
          shall remain in the possession of the Company until the
          Restricted Shares represented thereby are free of the
          restrictions set forth in Section 2.  Upon the issuance of such
          certificate, the Grantee shall have the rights of a stockholder
          with respect to the Restricted Shares, including the right to
          vote such shares, subject to the restrictions set forth in this
          Agreement and the Plan.
                    SECTION 2.  Restrictions.
                    ---------   -------------
                    2.1  Restricted Shares may not be sold, assigned,
          transferred, pledged or otherwise encumbered or disposed of prior
          to the date provided for in Section 2.2 or Section 2.3.  These
          restrictions shall apply as well to any shares of Common Stock or
          other securities of the Company which may be acquired by the
          Grantee in respect of the Restricted Shares as a result of any
          stock split, stock dividend, combination of shares or other
          change, or any exchange, reclassification or conversion of
          securities.
                    2.2  Unless sooner terminated pursuant to the terms
          hereof, the restrictions set forth in Section 2.1 shall expire,
          provided that the Grantee is then an employee of the Company, on
          March 28, 2002, or, if earlier, the date specified below for the
          designated portion of the award (the "Vesting Dates"):

                    Vesting Date             Number of Restricted Shares
                   --------------           as to Which Restrictions Lapse
                                           -------------------------------
          -    the first date after the
          Grant Date on which a
          share of Common Stock
          trades for 20 consecutive                     13,058
          business days for a price
          equal to or greater than
          $9

          -    The later of (i) March 28,
          2001, or (ii) the first
          date after the Grant Date
          on which a share of Common                    13,058
          Stock trades for a price
          equal to or greater than
          $9 for 20 consecutive
          business days


          As soon as practicable after each Vesting Date, the Company shall
          deliver to the Grantee, subject to the provisions of Section 4, a
          stock certificate representing the Restricted Shares which became
          free of restrictions on such Vesting Date.
                    2.3  Notwithstanding any other provisions of this
          Agreement, all restrictions on all of the Restricted Shares shall
          lapse on the earliest of (a) the date the Grantee dies while an
          employee of the Company or terminates employment on account of
          Disability, (b) the occurrence of a Change in Control while the
          Grantee is employed by the Company, as such term is defined in
          the employment agreement between the Grantee and KACC dated June
          1, 1999 (the "Employment Agreement") or (c) the date the Grantee
          resigns for Good Reason or is terminated by the Company without
          Cause (as such terms are defined in the Employment Agreement), if
          either (a), (b) or (c) occurs earlier than the Vesting Dates
          specified in Section 2.2.
                    2.4  Dividends that become payable on Restricted Shares
          shall be held by the Company in escrow in accordance with the
          provisions of this Agreement.  At each Vesting Date, the Company
          shall deliver out of escrow to the Grantee a lump sum cash amount
          equal to the dividends attributable to the Restricted Shares on
          which the restrictions lapse at such Vesting Date, without
          adjustment for earnings and losses.
                    SECTION 3.  Forfeiture.  Except as provided in Section
                    ---------   ----------
           2, effective upon termination of the Grantee's employment with
          the Company for any reason, the Company shall cancel the stock
          certificate(s) representing any Restricted Shares on which the
          restrictions have not expired, and the Dividend Escrow Account
          shall thereupon be terminated, it being understood and agreed
          that Grantee shall not be entitled to any payment whatsoever
          under this Agreement or provisions of the Plan relating to this
          Agreement in connection with such cancellation and termination.
                    SECTION 4.  Withholding Taxes.
                    ---------   ------------------
                    4.1  Whenever a stock certificate representing
          Restricted Shares that have vested in accordance with the terms
          hereof is to be delivered to the Grantee pursuant to Section 2,
          the Company shall be entitled to require as a condition of such
          delivery that the Grantee remit to the Company an amount
          sufficient in the opinion of the Company to satisfy all federal,
          state and other governmental tax withholding requirements related
          to the expiration of restrictions on the shares represented by
          such certificate.  The Company shall, upon the request of the
          Grantee,  withhold from delivery shares having a Fair Market
          Value on the Vesting Date equal to the amount of tax to be
          withheld.  Fractional share amounts shall be settled in cash.
                    4.2  If the Grantee makes the election permitted under
          section 83(b) of the Internal Revenue Code (that is, an election
          to include in gross income in the year of transfer the amounts
          specified in section 83(b)), he shall notify the Company of such
          election within 10 days of filing notice of the election with the
          Internal Revenue Service and shall within the same 10-day period
          remit to the Company an amount sufficient in the opinion of the
          Company to satisfy all federal, state and other governmental tax
          withholding requirements related to such inclusion in Grantee's
          income.
                    SECTION 5.  Nature of Payments.
                    ---------   ------------------
                    The grant of the Restricted Shares hereunder
          constitutes a special incentive payment and the parties agree
          that it is not to be taken into account in computing the amount
          of salary or compensation of the Grantee for the purposes of
          determining (i) any pension, retirement, profit-sharing, bonus,
          life insurance or other benefits under any pension, retirement,
          profit-sharing, bonus, life insurance or other benefit plan of
          the Company, or (ii) any severance or other amounts payable under
          any other agreement between the Company and the Grantee.

                    SECTION 6.  Plan Provisions to Prevail.
                    ---------   ---------------------------
                    This Agreement is subject to all of the terms and
          provisions of the Plan.  Without limiting the generality of the
          foregoing, by entering into this Agreement the Grantee agrees
          that no member of the Committee or the Boards of Directors of the
          Company shall be liable for any action or determination made in
          good faith with respect to the Plan or any award thereunder or
          this Agreement.  In the event that there is any inconsistency
          between the provisions of this Agreement and of the Plan, the
          provisions of the Plan shall govern.
                    SECTION 7.  Miscellaneous.
                    ---------   --------------
                    7.1  Section Headings and Defined Terms.  The Section
                         ----------------------------------
           headings contained herein are for purposes of convenience only
          and are not intended to define or limit the contents of the
          Sections.  Unless otherwise indicated herein, terms with initial
          capital letters shall have the meanings given such terms in the
          Plan.
                    7.2  Notices.  Any notice to be given to the Company
                         -------
           hereunder shall be in writing and shall be addressed to Chairman
          of the Board of the Company at its principal corporate address or
          at such other address as the Company may hereafter designate to
          the Grantee by notice as provided in this Section 7.2.  Any
          notice to be given to the Grantee hereunder shall be addressed to
          the Grantee at the address set forth beneath his signature
          hereto, or at such other address as he may hereafter designate to
          the Company by notice as provided herein.  A notice hereunder
          shall be deemed to have been duly given when personally delivered
          or mailed by registered or certified mail to the party entitled
          to receive it.
                    7.3  Successors and Assigns.  This Agreement shall be
                         ----------------------
           binding upon and inure to the benefit of the parties hereto and
          the successors and assigns of the Company and, to the extent
          consistent with Sections 2 and 3 of this Agreement, the heirs and
          personal representatives of the Grantee.
                    7.4  Governing Law.  This Agreement shall be
                         -------------
           interpreted, construed and administered in accordance with the
          laws of the State of Texas as they apply to contracts made,
          delivered and to be wholly performed in the State of Texas.
                    IN WITNESS WHEREOF, the parties hereto have executed
          this Agreement as of the date and year first above written.
                                             KAISER ALUMINUM CORPORATION


                                             By:   /S/ John Barneson

                                             Title:    Vice President and
                                               Chief Administrative Officer

                                             KAISER ALUMINUM & CHEMICAL
                                             CORPORATION


                                             By:   /S/ John Barneson
                                             Title:   Vice President and
                                               Chief Administrative Officer




                                                /S/ Raymond J. Milchovich
                                             Raymond J. Milchovich, Grantee

                                             Address: 121 North Post Oak
                                                       Lane, #1106
                                                       Houston, Texas 77024

                                             Social Security Number:  173-
                                                  40-6128



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