__________________
(date)



_____________________________

_____________________________

_____________________________

Dear ___________:

We are pleased to advise you that at a recent meeting of the
Compensation Committee of the Board of Directors, such Committee
consisting of identical members for Kaiser Aluminum Corporation
("KAC") and Kaiser Aluminum & Chemical Corporation ("KACC")
(collectively, the "Company"), you were selected for a grant of
stock options under the Kaiser 1993 Omnibus Stock Incentive Plan
(the "Plan").  The Plan is designed to align key employees' and
stockholders' objectives, retain key employees, and offer
competitive long-term compensation opportunities.

This letter is accompanied by a brief summary description to help
you better understand the details of the Plan.  The summary
description sets forth only the highlights, and is qualified in
its entirety by the complete copy of the controlling Plan, a copy
of which you may also receive upon request from Byron Wade, at
the address set forth below or by calling (713) 267-3670.

The Company has granted to you on ______________, the right and
option (not qualified as an Incentive Stock Option under the
Internal Revenue Code) to purchase, on the terms and conditions
set forth in the Plan, _________ shares of KAC common stock,
$0.01 par value, at the exercise price of $___________ per share,
the closing price on the New York Stock Exchange on
________________, the date of the Compensation Committee meeting,
exercisable from time to time in accordance with the provisions
of the Plan.  The above option will vest at the rate of _____%
per year over the next ___ years, with the first ____% vesting on
_________.  This grant is subject to the Company's right to
repurchase the option, in whole or in part, within ten days of
your exercise of such option at a price equal to the difference
between the exercise price and the closing price on the date of
your exercise as reported by the New York Stock Exchange (or such
other national exchange on which the KAC common stock may be
listed).



Each exercise of this option shall be by means of a written
notice of the exercise (using the enclosed form) delivered to
Byron Wade, Corporate Secretary, in Houston, at the address
specified on the form.  If the notice of exercise is received
after 5:00 p.m. Houston time, the exercise will be deemed to have
occurred on the next business day.  The notice of exercise must
specify the number of shares to be purchased and be accompanied
by full payment in cash, or by certified or cashier's check,
payable to KAC for the full exercise price of the shares to be
purchased.  Upon payment of the full purchase price, the Company
will make a withholding for federal, state and local taxes.  The
withheld amount may not be sufficient for payment of taxes owned
by you.  There will be future communications with you on how the
mechanics of withholding the required taxes at the time of
exercise will be handled.  You, of course, are responsible for
any taxes incurred as a result of the options granted to you or
their exercise.  Ordinary income is recognized by an optionee
upon exercise of a non-qualified stock option (a right granted by
employer to purchase stock at stipulated price over a specific
period of time) in an amount equal to the difference between the
market value of the shares of common stock acquired and the
exercise price paid for them.

All options terminate immediately upon termination of employment
for cause.  If employment terminates on account of death or
disability, any of the option hereby granted which is exercisable
at termination may be exercised until the earlier of the first
anniversary of such termination date or its scheduled expiration
date.  Any option exercisable upon the holder's retirement may be
exercised until the third anniversary of employment termination
or its scheduled expiration date.  On termination of employment
in any circumstances not mentioned above, an option exercisable
at termination may be exercised for three months thereafter, but
not after its scheduled expiration date.

If the outstanding shares of the common stock of KAC are
increased, decreased, changed into or exchanged for a different
number of kind of shares of securities of KAC as a result of a
reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and
proportionate adjustment (to be conclusively determined by the
"Compensation Committee" of the "Boards" of Directors of KAC and
KACC) shall be made in the number and kind of securities
allocated to this option without change in the total price
applicable to the unexercised portion of this option, but with a
corresponding adjustment in the price for each share or other
unit of any security covered by this option.

The Compensation Committee has sole discretion to determine which
employees receive awards under the Plan and to establish the
terms of each award (subject to the provisions of the Plan).  The
award of the option should be considered as an independent action
and is not to be construed as repeatable or ongoing.  The
Compensation Committee also has authority to construe, interpret
and implement the Plan, to make rules and otherwise administer
the Plan, and its determination on any matter relating to the
Plan conclusive.  The Boards may terminate, suspend or revise the
Plan at any time, subject to stockholder approval for certain
types of amendments.  However, no amendment or other action by
the Boards, including termination of the Plan, may adversely
affect any outstanding award without consent of the recipient
(or, if applicable, the recipient's heirs or estate).



Also enclosed is a form of Beneficiary Designation to designate a
beneficiary to receive shares of common stock of KAC, as well as
any benefits under the Plan that may become payable on account of
your death.  If you wish to make or change a designation of your
beneficiary under the Plan you should complete this form promptly
and return it to Jim McKnight, Director Corporate Personnel, 6177
Sunol Boulevard, Pleasanton, CA 94566.  In the absence of any
such beneficiary designation by you, all death benefits under the
Plan would be payable to your estate.

We congratulate you on your selection to participate in this
Plan.  It indicates your importance to the performance of the
Company.  We would also like to thank you for your dedicated
service and contribution to the past success of the Company, and
we look forward to your continued contribution.  If you have any
questions regarding the Plan, please feel free to discuss them
with Byron Wade in Houston or with Jim McKnight in Pleasanton.

Please indicate your acceptance of this agreement by signing
below and returning such signed copy to Byron Wade, 5847 San
Felipe, Suite 2600, P. O. Box 572887, Houston, Texas 77257-2887.

Sincerely,



George T. Haymaker, Jr.
Chairman of the Board & Chief Executive Officer



I acknowledge and accept this award under the terms specified in
this letter and the Plan.


                                  ______________________________
                                  Employee's Signature

                                  ______________________________
                                  Date