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                                                                   Exhibit 10.13

                                                                 January 1, 2000





Mr. George T. Haymaker, Jr.
President and Chief Executive Officer
Kaiser Aluminum Corporation
5847 San Felipe, Suite 2600
Houston, Texas 77057

         RE:      DIRECTOR AND NON-EXECUTIVE CHAIRMAN AGREEMENT

Dear George:

         Reference is hereby made to the oral agreement that in October, 1999
was entered into by and between the Boards of Directors (the "Boards") of Kaiser
Aluminum Corporation ("KAC"), Kaiser Aluminum & Chemical Corporation ("KACC")
and you regarding the terms and conditions upon which you are to serve as a
Director and non-executive Chairman of the Boards for the period commencing
immediately after your retirement from employment by KACC in December, 1999, and
ending on the date of the annual meeting of shareholders of KAC in May, 2001.
The purpose of this letter agreement is to set forth and memorialize the terms
and conditions of our oral agreement. The terms and conditions of our agreement
are set forth below.

         1.       The Boards hereby engage you and you hereby agree to perform
                  services as a Director and non-executive Chairman of the
                  Boards of KAC and KACC.

         2.       In addition to your duties as a Director of the Boards, you
                  shall devote up to forty (40) hours each calendar month to the
                  affairs of KAC and KACC as directed by the Chief Executive
                  Officer (or acting Chief Executive Officer) of KAC and KACC,
                  with particular focus on assisting with implementation of
                  strategic plans that have been developed (or will be
                  developed) for KAC and KACC.

         3.       The term of this letter agreement shall commence on the date
                  immediately after the date of your retirement from employment
                  by KACC in December, 1999, and will expire on the date of the
                  annual meeting of shareholders of KAC in May, 2001, unless
                  earlier terminated by (i) your death or disability (as defined
                  in KAC's Long Term Disability Plan that covers executives and
                  directors of KAC), (ii) for cause (as defined below) or (iii)
                  the mutual agreement of the parties hereto. For purposes of
                  this letter agreement, the term "cause" shall mean:

                  (i)      Your conviction for, or plea of nolo contendere to,
                           a felony; or

                  (ii)     Your commission of an act involving fraud or
                           intentional dishonesty, which act is intended to
                           result in substantial personal enrichment at the
                           expense of KAC or any of its subsidiaries; or

                  (iii)    Your material breach of any material provision of
                           this letter agreement which remains uncorrected for
                           30 days after written notice from the Boards or the
                           Chief Executive Officer and an opportunity to
                           correct; or

                  (iv)     Your knowing and willful misconduct in the
                           performance of your duties, which continues for 30
                           days after written notice from the Board or the Chief
                           Executive Officer and which results in material
                           injury to the reputation, business or operation of
                           KAC or any of its subsidiaries.

         The existence of "cause" shall be determined by an affirmative vote of
         not less than two-thirds of the members of each of the Boards. If the
         requisite affirmative vote by two-thirds of the members of each of the
         Boards is not obtained, this letter agreement may not be terminated for
         cause.

         4.       Your base compensation for services as a Director and
                  non-executive Chairman of both Boards shall be at a rate of
                  $250,000 for a full twelve consecutive month year, which
                  shall include an amount of $40,000 per year representing base
                  Director's fees, which may be deferred as described in
                  paragraph 5, and any amounts due for performance on any
                  Committees of the Boards, including the Executive Committee.
                  Absent any deferrals as described in paragraph 5, base
                  compensation shall be paid in cash in quarterly increments of
                  $62,500 during the first month following the completion of
                  the quarter in which fees were earned.  Notwithstanding the
                  immediately preceding sentence, but subject to the following
                  provisions of paragraph 5, with respect to the final quarter
                  of the term of this letter agreement in which this letter


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                  agreement shall expire or terminate, the parties hereby
                  expressly agree that you shall be entitled to a pro rata
                  portion of the $62,500 quarterly increment determined by
                  multiplying such amount by a fraction, the numerator of which
                  shall be the number of hours in which you performed services
                  hereunder and the denominator shall be 120 hours.  You shall
                  be solely liable and responsible for complying with all laws,
                  rules and regulations regarding timely payment of applicable
                  taxes including, without limitation, federal and state
                  income, self-employment and/or disability taxes that may
                  apply to such compensation.

         5.       Some or all of the following amounts attributable to your fees
                  as a Director may be deferred at your option into a "phantom
                  stock" and/or interest-bearing account to the same extent as
                  other Directors of KAC and KACC are permitted an election to
                  do so. Your deferral rights hereunder pertain to the $10,000
                  in quarterly payments of Director's fees as shall be due in
                  cash following the relevant calendar quarter for required
                  services rendered for an entire calendar quarter.
                  Notwithstanding the immediately preceding sentence, with
                  respect to the final quarter of the term of this
                  letter agreement in which this letter agreement shall expire
                  or terminate, the parties agree that you shall be entitled to
                  a pro rata portion of the $10,000 quarterly Director's fees
                  determined by the portion of the quarter in which you serve as
                  a Director.

         6.       You will be paid incentive compensation with a target amount
                  of $50,000 upon KAC's achievement of such benchmark or
                  benchmarks as shall be determined in the discretion of the
                  Board.  Any such incentive compensation for the year 2000
                  shall be paid in cash in the first calendar quarter of 2001.
                  Any such incentive compensation for 2001 shall be paid in
                  cash in the third quarter of 2001.  Notwithstanding the
                  immediately preceding sentence, the parties agree that any
                  such incentive compensation for a year in which this letter
                  agreement shall expire or terminate shall be determined by
                  multiplying the full amount of incentive compensation for the
                  year by a fraction, the numerator of which is the number of
                  hours in which you performed services hereunder and the
                  denominator of which shall be 480 hours.  You shall be solely
                  liable and responsible for complying with all laws, rules and
                  regulations regarding timely payment of applicable taxes
                  including, without limitation, federal and state income,
                  self-employment and/or disability taxes that may apply to any
                  such incentive compensation payment or payments.

         7.       In order to further assure that your interests are aligned
                  with those of KAC's and KACC's stockholders, and in order to
                  ensure that your right to exercise the options described below
                  is not adversely affected by your agreement to serve as
                  non-executive Chairman of the Board, the following stock
                  option agreements are hereby amended as set forth below.

                  a.       Each of the agreement evidencing an option grant
                           made as of May 18, 1993 and dated August 1993
                           pursuant to which you were granted an option to
                           purchase 100,000 shares of common stock of KAC under
                           the Kaiser 1993 Omnibus Stock Incentive Plan (the
                           "1993 Plan") and the agreement evidencing an option
                           grant made as of December 21, 1994 and dated April
                           1995 pursuant to which you were granted an option to
                           purchase 26,700 shares of common stock of KAC under
                           the 1993 Plan, is amended by providing at the end of
                           the fifth paragraph thereof the following sentence:

                                    Solely for purposes of this letter
                                    agreement, your employment shall not be
                                    deemed to have terminated during any period
                                    of time you serve as the salaried Chairman
                                    of the Board of Directors of the Company,
                                    whether or not you serve as an officer of
                                    the Company or hold any other position with
                                    the Company.

                  b.       Each of the agreement effective as of January 1, 1998
                           pursuant to which you were granted an option to
                           purchase 283,000 shares of KAC common stock under the
                           Kaiser 1997 Omnibus Stock Incentive Plan (the "1997
                           Plan") and the agreement effective as of January 1,
                           1998 pursuant to which you were granted an option to
                           purchase 386,000 shares of KAC common stock under the
                           1997 Plan, is amended by amending the introductory
                           sentence of Paragraph 6 thereof to read in its
                           entirety as follows:

                                            6. Termination of Optionee's
                                    Employment. Termination of Optionee's
                                    employment with KAC or any Subsidiary (as
                                    defined in Attachment A), and any branch,
                                    unit or division of KAC or any Subsidiary


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                                    (the "KAC Group") ("Employment") prior to
                                    March 1, 2001 shall affect Optionee's rights
                                    under the Stock Option as provided in this
                                    Section 6. Solely for purposes of this Stock
                                    Option Grant (including Section 4 hereof),
                                    Optionee's Employment shall be deemed to
                                    have been terminated on the later of the
                                    date: (i) Optionee no longer serves as a
                                    regular full-time salaried employee of any
                                    member of the KAC Group; and (ii) Optionee
                                    no longer serves as the salaried Chairman of
                                    the Board of Directors of the Company.

         8.       The relationship between the parties shall be that of
                  independent contracting parties and shall not constitute or be
                  deemed for any purpose to be that of employer and employee.
                  The Boards and KAC and KACC expressly acknowledge and agree
                  that neither shall have the right to direct you with respect
                  to the means or manner in which you fulfill your obligations
                  and responsibilities under this letter agreement. The Boards
                  and KAC and KACC are solely interested in the results obtained
                  by you in connection with your performance of services
                  required hereunder.

         9.       The parties hereby agree that the following provisions shall
                  generally govern this letter agreement.

                  a.       The compensation to which you may be entitled
                           hereunder shall not be subject to your debts or other
                           obligations and shall not be subject in any manner to
                           anticipation, alienation, sale, transfer, assignment,
                           pledge, encumbrance, attachment, garnishment, or
                           other legal or equitable process.

                  b.       This letter agreement shall not be construed to
                           confer upon you any right to receive any, or any
                           particular rate of, base or incentive compensation
                           for services rendered hereunder (other than the base
                           and incentive compensation payable under this letter
                           agreement).

                  c.       This letter agreement contains the entire
                           understanding and agreement between the parties with
                           respect to the subject matter hereof. Accordingly,
                           this letter agreement supersedes any and all other
                           agreements, contracts, plans or other arrangements
                           by, between, among or involving you and KAC and KACC
                           whereunder you are to serve as a Director and
                           non-executive Chairman of KAC and KACC.

                  d.       This letter agreement may not be amended, modified
                           or supplemented in any respect except by a
                           subsequent written agreement entered into by both
                           parties.

                  e.       This letter agreement may not be terminated prior
                           to expiration of the specified term except as
                           otherwise provided in Paragraph 3 hereof.

                  f.       This letter agreement shall be binding upon, and
                           shall inure to the benefit of, KAC and its successors
                           and assigns, KACC and its successors and assigns, and
                           you and your heirs, executors, administrators and
                           personal representatives.

                  g.       No term or condition of this letter agreement shall
                           be deemed to have been waived, nor shall there be an
                           estoppel against the enforcement of any provision of
                           this letter agreement, except by written instrument
                           of the party charged with such waiver or estoppel.
                           Any waiver by either party hereto of a breach of any
                           provision of this letter agreement by the other party
                           shall not operate or be construed as a waiver by such
                           party of any subsequent breach thereof.

                  h.       In the event that any provision of this letter
                           agreement is declared invalid and not binding on the
                           parties hereto in a final decree or order issued by a
                           court of competent jurisdiction, such declaration
                           shall not affect the validity of the other provisions
                           of this letter agreement to which such declaration of
                           invalidity does not relate and such other provisions
                           shall remain in full force and effect.

                  i.       Any notice required or permitted to be given under
                           this letter agreement shall be sufficient if in
                           writing and hand-delivered with appropriate proof of
                           same, or sent by registered or certified mail, return
                           receipt requested, to the affected party or other
                           person or entity at the address last furnished by
                           such party, person or entity. Such notice shall be
                           deemed given as of the date of delivery or, if


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                           delivery is made by mail, as of the date shown on the
                           postmark on the receipt for registration or
                           certification.

                  j.       This letter agreement shall be governed and
                           construed in accordance with the laws of the state
                           of Texas, without regard to principles of choice
                           of law.

         If the foregoing accurately sets forth your understanding of our
agreement on the matters set forth herein, please indicate acceptance of this
letter agreement by signing this letter agreement in the space indicated below.


                                          Very truly yours,

                                          KAISER ALUMINUM CORPORATION



                                          By:  /S/ RAYMOND J. MILCHOVICH
                                          Printed Name:  Raymond J. Milchovich
                                          Title:  President, CEO and COO


                                          KAISER ALUMINUM & CHEMICAL
                                          CORPORATION



                                          By:  /S/ RAYMOND J. MILCHOVICH
                                          Printed Name:  Raymond J. Milchovich
                                          Title:  President, CEO and COO


         Accepted and Agreed to as of the 22nd day of January, 2000.


                                               /S/ GEORGE T. HAYMAKER, JR.
                                          Printed Name:  George T. Haymaker, Jr.
                                          Title:  Chairman of the Board