```

                                                                   Exhibit 10.33

                     KAISER ALUMINUM & CHEMICAL CORPORATION
                      CHANGE IN CONTROL SEVERANCE AGREEMENT
                         (EFFECTIVE NOVEMBER 18, 2002) (A)

                  This Change in Control Severance Agreement (the "Agreement")
is entered into by and between Kaiser Aluminum & Chemical Corporation, a
Delaware corporation (the "Corporation"), and __________________ ("Executive") ,
effective _____________, 2002 (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, an Enhanced Severance
Agreement (together with any other employment or similar agreements which
provide for the payment of severance upon a termination of employment,
collectively referred to as the "Prior Agreement"), 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 Prior Agreement by entering into Change in Control 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, subject to the provisions of Section 3, shall
      terminate on the second anniversary of a Change in Control.  Upon
      execution of this Agreement, the Executive hereby waives the right to
      receive any payments or awards under the Prior Agreement and the Prior
      Agreement shall be superseded by this Agreement and shall be of no further
      force or effect.  Any payments made to Executive under this Agreement
      shall be first used to satisfy any obligations the Company or the
      Corporation may have to the Executive under the Worker Adjustment and
      Retraining Act of 1988 or similar statutes or regulation of any
      jurisdiction relating to any plant closing or mass lay-off or as otherwise
      required by law.

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, the Executive's annual fixed or base
            compensation in effect within the six month period preceding a
            Change in Control, without reduction for contributions to any
            qualified or non-qualified employee benefit plan or fringe benefit
            plan.

      (b)          "Bankruptcy Committees" means the committees consisting of a
            statutory committee of unsecured creditors and a statutory committee
            of asbestos claimants, each appointed by the United States trustee
            for the District of Delaware on February 25, 2002, pursuant to
            section 1102 of the Bankruptcy Code 11 U.S.C. ss.ss. 101-1330.

      (c)          "Cause" means (1) the Executive's engaging in fraud,
            embezzlement, misconduct or any act of dishonesty with respect to
            the Corporation or its affiliates, (2) the Executive's habitual drug
            or alcohol use which impairs the ability of the Executive to perform
            his duties with the Corporation or its affiliates, (3) the
            Executive's indictment with respect to, conviction of, or plea of
            guilty or no contest to, any felony, or other comparable crime under
            applicable local law (except, in any event, for motor vehicle
            violations not involving personal injuries to third parties or
            driving while intoxicated), or the Executive's incarceration with
            respect to any of the foregoing that, in each case, impairs the
            Executive's ability to continue to perform his duties with the
            Corporation and its affiliates, or (4) the Executive's material
            breach of any written employment agreement or other agreement
            between the Corporation and the Executive, or of the Kaiser Aluminum
            & Chemical Corporation Code of Business Conduct, or failure by
            the Executive to substantially perform his or her duties for the
            Corporation which remains uncorrected or reoccurs after written
            notice has been delivered to the Executive demanding substantial
            performance and the Executive has had a reasonable opportunity to
            correct such breach or failure to perform.

      (d)          "Change in Control" means (at any time on or after the
            Effective Date):

            (1)          The sale, lease, conveyance or other disposition of all
                   or substantially all of the Corporation's assets (including
                   the assets and stock of the Corporation's direct and indirect
                   subsidiaries and affiliates) 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; provided, however, that a Change in Control shall
                   not occur (A) upon any such sale, lease, conveyance or other
                   disposition to a direct or indirect subsidiary of the
                   Corporation or (B) if the voting common equity interests of
                   the ongoing entity are beneficially owned, directly or
                   indirectly, by the Corporation's shareholders in
                   substantially the same proportions as such shareholders owned
                   the Corporation's outstanding voting common equity interests
                   immediately prior to such event.

            (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 l3d-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 or any other tax-qualified benefit plan
                   maintained by the Corporation or any affiliate thereof , (C)
                   a corporation or other entity formed to hold the
                   Corporation's common equity securities and whose shareholders
                   or owners constituted, at the time such corporation became
                   such holding company, substantially all the shareholders of
                   the Corporation, (D) the surviving entity in any transaction
                   if the shareholders of the Corporation immediately prior to
                   such transaction continue to own at least 50% of the voting
                   common equity of such surviving entity immediately following
                   such transaction, (E) any underwriter temporarily holding
                   securities pursuant to an offering of such securities, or (F)
                   Executive or any group of persons including Executive (or any
                   entity controlled by Executive or any group of persons
                   including Executive).  Notwithstanding the provisions of this
                   paragraph (2), a Change in Control shall not be deemed to
                   have occurred solely by virtue of (i) the consummation of a
                   plan of reorganization of the Corporation under its
                   bankruptcy proceeding commenced February 12, 2002 under the
                   United States Bankruptcy Code (11 U.S.C.ss.1101, et seq.)
                   ("Bankruptcy Code") where the ownership of more than 50% of
                   the common stock of the Corporation is transferred to the
                   creditors of the Corporation or a channeling trust (the
                   "Emergence Date"), or (ii) a plan of liquidation or a plan of
                   asset protection is approved by the Bankruptcy Court in a
                   proceeding under Chapter 7 or Chapter 11 of the Bankruptcy
                   Code; provided, however, that if pursuant to such
                   reorganization, restructuring, liquidation or asset
                   protection plan, any person (other than a channeling trust or
                   those set forth in clauses (A) through (F) above) is or
                   becomes the beneficial owner, directly or indirectly, of
                   securities of the Corporation representing more than 50% of
                   the combined voting power of the Corporation's then
                   outstanding securities, a Change in Control will be deemed to
                   have occurred.  Notwithstanding the foregoing, a Change in
                   Control of the Corporation shall not be deemed to occur
                   solely because any person acquires beneficial ownership of
                   more than 50% of the Corporation's voting common equity as a
                   result of the acquisition of such equity by the Corporation
                   which reduces the number of such equity outstanding.

            (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; provided, however, that this
                   paragraph (3) shall not apply solely by virtue of a change in
                   the individuals constituting a majority of the Board members
                   (a) as implemented pursuant to the consummation of a plan of
                   reorganization of the Corporation in a proceeding under
                   Chapter 11 of the Bankruptcy Code, or (b) prior to the
                   Emergence Date as a result of any such change caused by
                   Maxxam Inc.

Notwithstanding the foregoing, prior to the Emergence Date (a) any event
described in paragraphs (1) and (2) above shall only constitute a Change in
Control if such event is approved by the Bankruptcy Court unless the Unsecured
Creditors Committee and the Asbestos Claimants Committee both object to the
approval of such event in its entirety and neither committee withdraws its
objection, and (b) no transaction involving the disposition by Maxxam Inc. of
its voting securities in the Corporation to any person shall constitute a Change
in Control.

For purposes of the definition of a Change in Control, the term "Corporation"
shall mean Kaiser Aluminum Corporation ("KAC") and shall include Kaiser Aluminum
& Chemical Corporation ("KACC") at any time that the voting securities of KACC
are held by any person other than KAC.

      (e)          "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.

      (f)          "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.

      (g)          "Good Reason" means, without Executive's consent, the
            occurrence of any of the following events which is not cured by the
            Corporation within ten (10) business days following Executive's
            written notice to the Corporation of the event constituting Good
            Reason; provided, however, that any such written notice received by
            the Corporation following the thirty (30) day period after the date
            on which Executive first had knowledge of the occurrence of such
            event giving rise to Good Reason (or, in the case of multiple
            events, the latest to occur of such events) shall not be effective
            and Executive shall be deemed to have waived his/her right to
            terminate employment for Good Reason with respect to such event:

            (1)          Demotion, reduction in title, reduction in position or
                   responsibilities, or change in reporting responsibilities or
                   reporting level that is materially and adversely inconsistent
                   with the Executive's position immediately prior to the
                   Effective Date or the assignment of duties and/or
                   responsibilities materially and adversely inconsistent with
                   such position; provided, however, that the Corporation no
                   longer being a publicly traded entity or having filed
                   bankruptcy shall not by itself be Good Reason; or

            (2)          Relocation of the Executive's primary office location
                   more than fifty (50) miles from the Executive's current
                   office location; or

            (3)          Reduction of greater than 10% in the Executive's Base
                   Pay from the level existing prior to the Effective Date or
                   reduction ofgreater than 10% in the Executive's long term or
                   short term Incentive compensation opportunity as provided for
                   in the KERP approved by the Bankruptcy Court on September 3,
                   2002 or a reduction in the Executive's eligibility for
                   participation in the Corporation's benefit plans that is not
                   commensurate with a similar reduction among similarly
                   situated employees.

      (h)          "Incentive" means Executive's target bonus.

      (i)          "Release Agreement" means an agreement pursuant to which the
            Executive releases all current or future claims, known or unknown,
            arising on or before the date of the release against the
            Corporation, its subsidiaries and its officers, substantially in a
            form approved by the Corporation.

      (j)          "Significant Restructuring" means the sale or other
            disposition of one or more business units to which the Executive
            provides all or substantially all of Executive's services; provided,
            that, any such sale or other disposition to any entity which is an
            affiliate of the Corporation shall not be a Significant
            Restructuring for this purpose.

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 second anniversary of such Change in Control,
      the Executive will be entitled to receive the severance payments and
      benefits set forth in Sections 5 and 6 below; provided, however, that no
      severance payments shall be made, or continuing benefits provided, under
      the Agreement (and the Agreement shall terminate immediately), 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;

      (d)         The Executive declines to sign and return a Release Agreement
            or revokes such Release Agreement within the time provided therein;
            or

      (e)         The Executive receives severance compensation or benefit
            continuation pursuant to the Kaiser Aluminum & Chemical
            Corporation Severance Plan or any other Prior Agreement.

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 second anniversary of such Change in
      Control, the Executive will be entitled to receive the severance payments
      and benefits set forth in Sections 5 and 6 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), (d) or (e)
             applies; or

      (b)          The Corporation or the successor to the Corporation offers
             the Executive suitable employment in North America 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.

5.                AMOUNT OF SEVERANCE PAYMENTS. If the Executive's employment
      terminates as described in Section 3 or 4 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:

      (a)          _____(B) times the sum of the Executive's Base Pay plus the
             Executive's most recent short term Incentive target shall be
             paid to the Executive in a single sum cash payment as soon as
             practicable following the Executive's termination (but in no
             event later than 30 days after such termination);

      (b)          The prorated short term Incentive program in effect for the
             year in which the Executive's termination of employment occurs
             shall be paid to the Executive in a single sum cash payment as soon
             as practicable following the Executive's termination (but in no
             event later than 30 days after such termination).  The amount of
             the prorated short term Incentive program shall be 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.  Notwithstanding
             the foregoing, if the Executive is terminated on December 31 of any
             year, he or she will participate in the actual short term Incentive
             program for the year, based on applicable performance measure(s),
             and no proration shall apply; and

      (c)          The prorated long term Incentive program in effect for the
             year in which the Executive's termination of employment occurs
             shall be paid to the Executive at the time such long term Incentive
             program terminates (but in no event later than 30 days after such
             termination) if the Corporation is determined at that time to have
             achieved the long term Incentive target under such program.  The
             amount of the prorated long term Incentive program shall be
             determined by multiplying the Executive's long term Incentive
             target for such 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 365.

6.                 CONTINUATION OF BENEFITS. If the Executive's employment
      terminates as described in Section 3 or 4 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 the
      following:

      (a)           Continuation of his or her coverage under the Corporation's
             medical, dental, vision, life insurance and disability benefit
             plans, as if the Executive had continued in employment with the
             Corporation uninterrupted for a period of _____(B) years following
             the Executive's termination of employment as described in Section 3
             or 4 above; provided, however, that the Participant must continue
             to pay the monthly medical and life insurance contributions (if
             any) paid by active employees of the Company for this coverage to
             remain in effect.  If the Executive is unable to continue
             participating in the Company's benefit plans due to the provisions
             of the documents governing such plans or any other reason, the
             Company will reimburse the Executive for his or her expenses in
             obtaining comparable benefit coverage.  Notwithstanding the
             foregoing, coverage under any qualified retirement plan and (except
             as otherwise required by law) coverage under any cafeteria plan,
             dependant care spending account or health care spending account
             will cease.  The Corporation may satisfy a portion of its
             obligations by reimbursing and/or paying the Participant's
             applicable COBRA premium with respect to any such plans.  The
             Company's obligations under this clause (a) shall cease once the
             Participant is eligible for comparable coverage from a subsequent
             employer.  The Corporation may require the health benefit
             continuation period required under the continuation coverage
             requirements of Section 4980B of the Internal Revenue Code of 1986,
             as amended, and Part 6 of Subtitle B of Title I of the Employee
             Retirement Income Security Act of 1974, as amended, to run
             concurrently with the benefit continuation period hereunder; and

      (b)          Continuation of all other existing perquisites, including,
             without limitation, the continuation of his or her company car
             benefit, for a period of ____(B) years following the Executive's
             termination of employment as described in Section 3 or 4 above,
             with the exception of gas reimbursement. The company reserves the
             right to offer a reasonable cash buy-out of the company car
             benefit.

7.                 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 7 shall be
             made in writing by nationally recognized independent public
             accountants (the "Accounting Firm"), 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 7, 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 7 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.

      (d)          As a result of the uncertainty in the application of Section
             4999 of the Code at the time of the determination, it is possible
             that Gross-Up Payments which will not have been made by the
             Corporation should have been made ("Underpayment") or Gross-Up
             Payments are made by the Corporation which should not have been
             made ("Overpayment"), consistent with the calculations required to
             be made hereunder.  In the event that Executive thereafter is
             required to make payment of any Excise Tax or additional Excise
             Tax, the Accounting Firm shall determine the amount of the
             Underpayment that has occurred and any such Underpayment shall be
             promptly paid by the Corporation to or for the benefit of
             Executive.  In the event the amount of the Gross-Up Payment exceeds
             the amount necessary to reimburse Executive for his Excise Tax, the
             Accounting Firm shall determine the amount of the Overpayment that
             has been made and any such Overpayment shall be promptly paid by
             Executive to or for the benefit of the Corporation.

8.                 Restrictive Covenants.

      (a)          Noncompetition; Nonsolicitation. For the one year period
             following the termination of employment with the Corporation,
             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:

                   (i)   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

                   (ii)  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, 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.

      (b)          Confidentiality.  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 (i) not available to the general public,
             and/or (ii) not generally known outside the Corporation, to which
             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 Subsection
             (g), 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 Executive from providing truthful
             information to the extent required by subpoena, court order, search
             warrant or other legal process, provided that 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.

      (c)          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.

      (d)          Enforcement.  Any claim arising out of or relating to this
             Agreement or 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 Executive or
             his/her beneficiaries in resolving any claim hereunder in which
             Executive or his/her beneficiaries shall prevail.  In all other
             cases the parties shall bear their own costs and expenses, except
             that 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 Executive (i) in bad faith or (ii) without
             any reasonable basis.  Notwithstanding the foregoing, the parties
             agree that any breach of Subsection (a) or (b) above is likely to
             cause irreparable injury to the Corporation and that damages for
             any breach of Subsections (a), (b) or (g) are difficult to
             calculate.  Therefore, upon breach of Subsections (a), (b) or (g)
             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.

      (e)          Return of Property. Upon termination of Executive's
             employment for any reason, Executive 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 Subsection (b) above.

      (f)          Disparagement. 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
             Executive's ability to give non-malicious and truthful testimony
             should Executive be subpoenaed to do so by competent authority
             having jurisdiction.

      (g)          Intellectual Property.  For purposes of this Subsection (g),
             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
             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 Executive and
             owned by the Corporation.  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.

      (h)          Blue Pencil. If, at any time, the provisions of this Section
             8 shall be determined to be invalid or unenforceable under any
             applicable law, by reason of being vague or unreasonable as to
             area, duration or scope of activity, this Agreement shall be
             considered divisible and shall become and be immediately amended to
             only such area, duration and scope of activity as shall be
             determined to be reasonable and enforceable by the court or other
             body having jurisdiction over the matter and Executive and the
             Corporation agree that this Agreement as so amended shall be
             valid and binding as though any invalid or unenforceable provision
             had not been included herein.

      (i)          Acknowledgement. EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY
             READ THIS SECTION 8 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS
             PROVISIONS WITH ANY ADVISORS AS HE CONSIDERED NECESSARY AND THAT
             EXECUTIVE UNDERSTANDS THIS AGREEMENT'S CONTENTS AND SIGNIFIES SUCH
             UNDERSTANDING AND AGREEMENT BY SIGNING BELOW.

9.                 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 by 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.

10.                IMPACT ON OTHER AGREEMENTS. This Agreement supercedes and
      replaces the Prior Agreement. 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.

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

                                      Kaiser Aluminum & Chemical Corporation

                                      By:
                                      Name:
                                      Title:

                                      Executive

----------------
(A)   Form of Change in Control Severance Agreement entered into as of November
      18, 2002 with Harvey L. Perry and other executive officers of KAC and
      KACC, other than Joseph A. Bonn, Jack A. Hockema, Edward F. Houff, John T.
      La Duc and one other executive officer.

(B)   For Harvey L. Perry, the multiplier in Section 5(a) is three and the
      period of continued coverage and perquisites in Sections 6(a) and 6(b) is
      three years.
```