**Exhibit 10.1*****NON-EXCLUSIVE CONSULTING AGREEMENT***This **Non-Exclusive Consulting Agreement**(“Agreement”) is entered into and effective as of the 16thday of August, 2005, between Edward F. Houff (“Consultant” or “Houff”), and Kaiser Aluminum &Chemical Corporation, a corporation with offices located at 27422 Portola Parkway, #350, FoothillRanch, CA 92610-2831 (“Kaiser”).     WHEREAS, effective August 15, 2005, Kaiser has terminated Consultant as a Kaiser employee“Without Cause,” and such termination constitutes a “Pro-Rating Event” for the purposes ofdetermining Consultant’s entitlement to severance and termination benefits under the Key EmploymentRetention Program (“KERP”) approved by the Bankruptcy Court in Kaiser’s chapter 11 proceedings,including Consultant’s Severance Agreement, Retention Agreement and Change in Control SeveranceAgreement (a summary listing of such benefits and the references thereto is attached to thisAgreement and incorporated herein by reference); and     WHEREAS, Consultant acknowledges that as a result of termination of Consultant’s employmentConsultant is not entitled to any benefits under his Change in Control Severance Agreement (the“CIC Agreement”) and, in recognition of the foregoing, has, by execution of this Agreement,permanently waived and released Kaiser from and against any and all claims for “Change in Control”and “Tax Gross-Up” termination benefits in connection with the KERP, including any claims forbenefits under his CIC Agreement; and     WHEREAS, Kaiser desires to have Consultant perform certain services for Kaiser as set forthherein, and Consultant is willing to perform such services;     NOW THEREFORE, in consideration of the mutual promises contained herein the parties heretoagree as follows:**1. Term**     The term of this Agreement shall commence as of August 1, 2005 and shall continue in effectfor six months, through February 14, 2006. Termination of this Agreement, except for cause, beforeFebruary 14, 2006, may occur only by mutual consent or the death or permanent and total disabilityof Consultant as a result of bodily injury, disease or mental disorder. This Agreement may berenewed for such term, and upon such terms and conditions, as the parties may agree in a furtherwriting.**2. Services**     2.1 Consultant shall perform non-exclusive consulting services for Kaiser primarily in thenature of the services provided when consultant was Chief Restructuring Officer and Senior VicePresident of Kaiser, which employment ended on August 15, 2005. A listing of subject areas in whichKaiser and Consultant have agreed that Consultant will provide services to the Company is attachedto this Agreement and incorporated herein by reference. To the extent any services will not becompleted by the expiration of the term of this Agreement and Consultant and Kaiser have not agreedto the terms of an extension, Consultant shall fully cooperate with Kaiser in all matters relatingto the winding up of Consultant’s pending work on behalf of Kaiser and the orderly transfer of anysuch pending work to other employees or representatives of Kaiser as may be designated by Kaiser.     2.2 Any additional services by Consultant beyond those referenced in paragraph 2.1 above shallbe performed by Consultant as agreed between Consultant and Kaiser and as authorized by Kaiser’sCEO, Jack A. Hockema, or such other person as Consultant may agree.     2.3 Consultant shall at all times act in accordance with his own best judgment, experience andexpertise as an independent Consultant. Consultant shall routinely communicate the status and
 

 
progress of the services being performed by Consultant to Kaiser’s CEO, General Counsel, CFO,senior management and outside professionals, as appropriate, and solicit input and direction withrespect to tactical and strategic decisions required to be made in connection with the services tobe performed that are likely to affect the business, operations or liabilities of Kaiser and itsaffiliates both during and after emergence.     2.4 Consultant may perform consulting services for persons other than Kaiser so long as suchother consulting services do not present an actual conflict of interest for Consultant. Consultantagrees to inform Kaiser when consulting services are being performed for others, and will provide acertification that no conflict exists. Consultant will arrange his schedule and other work toensure that Kaiser work remains the primary priority for Consultant’s work and remains the firstcall on Consultant’s resources and time. Should Consultant request a waiver of any potentialconflict with respect to either interest or time, Kaiser will not unreasonably withhold its consentto waiver.**3. Fees and Reimbursements/Invoices**     3.1 For the initial term of the Agreement, Consultant’s compensation will be asfollows:          3.1.1 A base fee of $43,200 per month (“Base Fee”), exclusive of expenses, for whichConsultant will provide up to 120 hours of services. Travel time that is not covered by other workwill be counted at one-half the number of hours, and there will be no premium for weekend orholiday work. This amount will be pro-rated for the partial months of August 2005 and February2006.          3.1.2 Monthly hours worked in excess of 120, up to a maximum of 200 (“Additional Fee”),exclusive of expenses, will be billed at $360 per hour, subject to the same terms and conditionsfor travel, weekend and holiday work as provided in paragraph 3.1.1.          3.1.3 Regardless of the number of hours actually worked in any month, Consultant agrees thatKaiser will not be charged for any work in excess of 200 hours per month, exclusive of expenses.     3.2 Both parties agree that Consultant is not an employee for state or federal tax purposes.Consultant shall be solely responsible for payment of all FICA and federal, state and local incometaxes payable on compensation received hereunder. All travel time in connection with this Agreementwill be prorated as required and compensated at the above rates. In addition, upon submission ofproper documentation, Kaiser will reimburse Consultant for all reasonable and customary expensesincurred while providing consulting services. The term “reasonable and customary” shall meanexpenses incurred consistent with Kaiser’s corporate policies on reimbursement of travel andrelated expenses and also include costs for telephone, fax and mobile phone charges when used forKaiser business, but shall not include any costs or expenses incurred by Consultant to provide hisown working environment (office space, parking, etc.).     3.3 Consultant’s compensation and expense reimbursement shall be paid as follows:          3.3.1 Beginning in September 2005 and each month thereafter during the term of the Agreement,Consultant’s Base Fee will be paid automatically by Kaiser by wire transfer monthly on the firstbusiness day between the first and fifth day of the month. Consultant will also be paid inSeptember 2005 for the pro-rated Base Fee for the period from August 16-August 31, 2005.       2 ***Non-Exclusive Consulting Agreement***