1
EXHIBIT A1

KAISER ALUMINUM CORPORATION
KAISER ALUMINUM & CHEMICAL CORPORATION

OFFER TO PURCHASE OUTSTANDING OPTIONS IN EXCHANGE FOR
SHARES OF KAISER ALUMINUM CORPORATION COMMON STOCK, PAR VALUE $.01

----------

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., HOUSTON TIME, ON THURSDAY,
MAY 24, 2001, UNLESS THE OFFER IS EXTENDED.

----------

The purchase price of each option tendered will be paid in Kaiser common
stock, which will be issued as "restricted stock" under the terms of the 1997
Plan. As restricted stock, these shares will be subject to forfeiture and other
restrictions until they vest under the terms of a new restricted stock agreement
between each tendering optionholder and us. The number of shares of restricted
stock that each optionholder may receive has been calculated as described below,
and the shares of restricted stock will be issued pursuant to the terms and
subject to the conditions set forth herein and in the related letter of
transmittal. We refer to this amount payable to optionholders as the "purchase
price." See Section 5. We refer to this "offer to purchase" and the related
letter of transmittal, together with any amendments or supplements, as the
"offer." References in this offer to purchase to us, we, or our shall refer to
Kaiser and KACC, collectively.

All options properly tendered and not thereafter validly withdrawn prior to
the expiration date of the offer will be purchased at the applicable purchase
price, subject to the terms and conditions of the offer. You may tender all,
one-half, or none of the options that are outstanding for each of your option
grants. You are not required to tender any of your options. If you do not desire
to tender any of your options, you are not required to take any action pursuant
to this offer. For the purposes of this offer, an "option grant" means any
option grant listed in Schedule A hereto.

The restricted stock issued in exchange for tendered options will be issued
under the 1997 Plan. Regardless of the current vesting schedule of your options,
the restricted stock you receive for tendered options will vest in three equal
annual installments, on March 5, 2002, March 5, 2003 and March 5, 2004, assuming
you meet the requirements for vesting specified in the restricted stock
agreement, a form of which is attached as Exhibit D3 hereto. As a result, if you
elect to tender all or a portion of your options, you will receive restricted
stock with a new vesting schedule in exchange for options that may have already
vested. See Section 8.

NEITHER WE NOR OUR BOARDS OF DIRECTORS MAKE ANY RECOMMENDATION AS TO
WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS FOR PURCHASE.
YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER OPTIONS. YOU SHOULD READ THE
ANNUAL REPORTS ON FORM 10-K OF KAISER AND KACC FOR THE YEAR ENDED DECEMBER 31,
2000, IN CONNECTION WITH MAKING YOUR DECISION WHETHER TO TENDER OPTIONS. See
Section 2.

Shares of Kaiser common stock are listed and traded on the New York Stock
Exchange ("NYSE") under the symbol "KLU." As of April 20, 2001, the closing
price of Kaiser common stock, as reported on the NYSE, was $3.35 per share. We
urge you to obtain current market quotations for the Kaiser common stock. See
Section 7.

-i-
2

You should direct questions or requests for assistance or for additional
copies of this offer to purchase or the letter of transmittal to John Barneson,
Vice President and Chief Administrative Officer, Kaiser Aluminum Corporation,
Kaiser Aluminum & Chemical Corporation, 5847 San Felipe, Suite 2600, Houston,
Texas, 77057 (telephone: (713) 267-3777).

April 26, 2001

-ii-
3

IMPORTANT INFORMATION

Any optionholder desiring to tender all or one-half of any of his or her
option grants for purchase should complete and sign the letter of transmittal,
or a facsimile thereof, in accordance with the instructions in the letter of
transmittal, and mail or otherwise deliver it and any other required documents,
including the option agreement(s) evidencing your options, to us at our address
set forth on the back cover of this offer to purchase. If you do not desire to
tender any of your options, you are not required to take any action pursuant to
this offer.

This offer is not being made to, nor will any tender of options be accepted
from or on behalf of, optionholders in any jurisdiction in which the making of
this offer or the acceptance of any tender of options would not be in compliance
with the laws of such jurisdiction. However, we may, at our discretion, take
such action as we may deem necessary for us to make this offer to optionholders
in such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT
TO THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT
OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE
MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST
NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR AUTHORIZATION AS HAVING BEEN
AUTHORIZED BY US.

-iii-
4

TABLE OF CONTENTS

SECTION PAGE
- ------- ----

SUMMARY TERM SHEET...........................................................................................1
FORWARD-LOOKING STATEMENTS...................................................................................5
INTRODUCTION.................................................................................................5
THE OFFER....................................................................................................6
1. NUMBER OF OPTIONS; EXPIRATION DATE..................................................................6
2. PURPOSE OF THE OFFER................................................................................6
3. PROCEDURES FOR TENDERING OPTIONS....................................................................7
4. WITHDRAWAL RIGHTS...................................................................................7
5. ACCEPTANCE FOR PURCHASE OF OPTIONS AND PAYMENT OF PURCHASE PRICE....................................8
6. CERTAIN CONDITIONS OF THE OFFER.....................................................................8
7. PRICE RANGE OF THE COMMON STOCK....................................................................10
8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF RESTRICTED STOCK AWARD................................10
9. CERTAIN INFORMATION ABOUT US.......................................................................12
10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING
THE OPTIONS........................................................................................16
11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER......................................................18
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS........................................................19
13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES............................................................19
14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.........................................................19
15. FEES AND EXPENSES..................................................................................20
16. ADDITIONAL INFORMATION.............................................................................20
17. MISCELLANEOUS......................................................................................21

SCHEDULE A FORM OF SCHEDULE OF OPTION GRANTS AND RESTRICTED STOCK
INFORMATION..........................................................................A-1

SCHEDULE B INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF KAISER ALUMINUM CORPORATION, KAISER
ALUMINUM & CHEMICAL CORPORATION, MAXXAM INC. AND
MAXXAM GROUP HOLDINGS INC............................................................B-1

SCHEDULE C NAMES AND ADDRESSES OF PRINCIPAL SUBSIDIARIES OF
MAXXAM INC., KAISER ALUMINUM CORPORATION, KAISER
ALUMINUM & CHEMICAL CORPORATION AND MAXXAM GROUP
HOLDINGS INC.........................................................................C-1

EXHIBIT D3 FORM OF RESTRICTED STOCK AGREEMENT..................................................D3-1

-iv-
5

SUMMARY TERM SHEET

This summary highlights the most material information from this offer to
purchase. To understand the offer fully and for a more complete description of
the terms of the offer, you should read carefully this entire offer to purchase
and related letter of transmittal. We have included page references
parenthetically to direct you to a more complete description of the topics in
this summary.

WHAT SECURITIES ARE WE OFFERING TO PURCHASE?

We are offering to purchase from our current employees and current
directors all stock options issued pursuant to the plans that are outstanding as
of the date of this tender offer, that are properly tendered and not validly
withdrawn prior to the expiration date of the offer, and that are accepted by
us, pursuant to the terms of the offer. (Page 8)

WHAT ARE THE CONDITIONS TO THE OFFER?

The offer is subject to a number of conditions. (Pages 8-10)

HOW MUCH WILL WE PAY YOU FOR YOUR OPTIONS?

We will pay for the options with shares of Kaiser common stock. All shares
of Kaiser common stock issued to optionholders in this offer will be restricted
stock, awarded pursuant to the terms of the 1997 Plan. Accordingly, these shares
will be subject to forfeiture and restrictions on transfer until the
restrictions lapse (at which time the shares "vest") under the terms of a new
restricted stock agreement to be entered into between you and us, a form of
which is attached as Exhibit D3 to this offer to purchase (the "restricted stock
agreement"). If you tender all of the options outstanding for any of your option
grants, you will receive the number of shares of restricted stock set forth in
Schedule A for a tender of that entire option grant. If you tender one-half of
any option grant, you will receive the number of shares set forth in Schedule A
for a tender of one-half of that option grant. (Pages 10-12)

The amount of restricted stock you will receive was determined based on our
determination of the value of the option grants as of March 5, 2001. We valued
the options using a Black-Scholes type of formula for option valuation. A
Black-Scholes type of option valuation formula is a mathematical method of
valuing a stock option. Some option grants subject to this offer (which we refer
to here as "standard options") were granted at an exercise price per share equal
to the "fair market value" of a share of Kaiser common stock on the date of
grant, which means the average of the highest and lowest prices on the New York
Stock Exchange for that date. Other option grants subject to this offer (which
we refer to here as "premium price options") were granted at an exercise price
per share which was greater than the "fair market value" of a share of Kaiser
common stock on the date of grant. In computing the amount of restricted stock
to be issued in exchange for premium price options, an adjustment has been made
to treat each premium price option as if it had been issued as a standard option
having a value equal to the value of the premium price option on its date of
grant. As a consequence, the number of restricted shares to be issued for
premium price options tendered will be greater than if the adjustment had not
been made. (Pages 10-12)

Any option not tendered or tendered only in part, whether it is a standard
option or a premium price option, will (to the extent not tendered) continue as
a standard option or a premium price option, respectively, unaffected by this
offer, as described under "Acceptance for Purchase of Options and Payment of
Purchase Price" on page 8.

You are urged to obtain current market quotations for the Kaiser common
stock.

ARE YOU REQUIRED TO TENDER ALL OF YOUR OPTIONS?

No. Schedule A includes a list of the option grants that you received. With
respect to each option grant, you may tender all, none or one-half of the
options outstanding for such option grant. If you are tendering all of your
options, you must check the corresponding box on the letter of transmittal. If
you are tendering only a portion of your options, you must check the box
indicating a partial tender and you must indicate in the letter of transmittal
which option grants you are tendering and whether you are tendering all or
one-half of each such option grant. If

-1-
6

you tender one-half of an option grant that is not yet fully vested, the
tendered portion of the option grant will be allocated among the vested and
unvested portion of the option grant pro rata and, with respect to any unvested
portion of the option grant, pro rata among options that would vest at different
times. If you do not desire to tender any of your options, you are not required
to take any action pursuant to this offer. (Page 8)

WHEN WILL YOU RECEIVE PAYMENT FOR YOUR PURCHASED OPTIONS?

Assuming the conditions to the offer are satisfied, we will exchange the
shares of restricted stock for the tendered options promptly following the
expiration date of the offer. After the expiration date of the offer, we will
forward to you a restricted stock agreement and stock power. You must properly
execute the restricted stock agreement and stock power and return them to us.
Upon our receipt of the executed restricted stock agreement and stock power, we
will issue the restricted stock as provided in Section 1 of the restricted stock
agreement. (Page 8)

WHAT IS THE VESTING SCHEDULE FOR THE RESTRICTED STOCK?

The restricted stock you receive will vest in three equal annual
installments on March 5, 2002, March 5, 2003 and March 5, 2004. Even if your
options currently are vested, the restricted stock you receive will be subject
to vesting over three years. (Pages 11-12). If you die or incur a Disability (as
defined in the 1997 Plan) or if there is a Change in Control (for purposes of
this offer to purchase, "Change in Control" has the meaning given in the
restricted stock agreement) while you are an employee or a director, any of your
then unvested restricted stock will vest immediately. (Page 12)

UNDER WHAT CIRCUMSTANCES WILL YOU FORFEIT THE
RESTRICTED STOCK YOU RECEIVE IN THIS TENDER OFFER?

In general, if you cease to be either employed by Kaiser, KACC or a
subsidiary or affiliate of Kaiser or KACC, or cease to be a member of the Board
of Directors of Kaiser or KACC, before the date the restricted stock is fully
vested, you will forfeit the unvested portions of the restricted stock received
in this tender offer. However, a change in status from employee of Kaiser, KACC
or a subsidiary or affiliate of Kaiser or KACC, to director of Kaiser or KACC or
vice versa will not cause you to forfeit your restricted stock. Also, as
described in the previous paragraph, if you cease to be an employee of Kaiser,
KACC or a subsidiary or affiliate of Kaiser or KACC, or a Kaiser or KACC
director due to your death or Disability or if there is a Change in Control
while you are such an employee or director, your restricted stock will vest
immediately rather than be forfeited.

As described above, the shares of restricted stock you will receive vest in
three annual installments, on March 5, 2002, March 5, 2003 and March 5, 2004.
For example, you would lose all of your shares of restricted stock if you cease
to be a director of Kaiser or KACC or employed by Kaiser or KACC or a subsidiary
or affiliate of Kaiser or KACC before March 5, 2002, the first vesting date. If,
however, you remain as a director or in our employment until any day after March
5, 2003 and before March 5, 2004, you would forfeit only one-third of the shares
of restricted stock and would own unrestricted shares of common stock equal to
two-thirds of the original grant of restricted stock. (Pages 11-12)

WHAT ARE THE OTHER RESTRICTIONS ON THE RESTRICTED STOCK?

The restrictions on the restricted stock you will receive in this tender
offer are contained in the restricted stock agreement, a form of which is
attached as Exhibit D3 hereto. The restricted stock generally may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of until the
stock vests. (Pages 11-12)

You will not receive a stock certificate for the restricted stock until
after the restricted stock has vested. Until then, the restricted stock will be
held in our custody, together with any shares of stock or other securities of
Kaiser which you may acquire in respect of the restricted stock (for example,
due to a stock split, stock dividend, combination of shares or other change).
Once the restricted stock has vested, the stock will no longer be subject to
forfeiture and will be free of the terms, conditions and restrictions contained
in the restricted stock agreement. You will then receive a certificate for the
corresponding number of shares of Kaiser common stock. (Pages 11-12)

-2-
7

ARE YOU ENTITLED TO EXERCISE ANY RIGHTS OF OWNERSHIP OF RESTRICTED STOCK BEFORE
THE STOCK VESTS?

Yes. You will have cash dividend, voting and other stockholder rights with
respect to any restricted stock you receive in the offer as of the date we issue
the restricted stock. In addition, we will deliver to you, by mail or otherwise,
all notices of meetings, proxy statements, proxies and other materials
distributed to the holders of Kaiser common stock. (Page 12)

WHAT IS THE SOURCE OF THE COMMON STOCK THAT WILL BE USED TO PAY YOU FOR YOUR
OPTIONS?

The restricted stock to be offered to optionholders will be issued under
the 1997 Plan, irrespective of which plan the tendered options were issued
under. The restricted stock will be drawn from the pool of common stock
currently authorized for issuance under the 1997 Plan. All options purchased by
us in the tender offer will be canceled. (Pages 8, 11-12, 19)

WHEN DOES THE OFFER EXPIRE? CAN WE EXTEND THE OFFER, AND IF SO, HOW WILL YOU BE
NOTIFIED?

The offer expires Thursday, May 24, 2001, at 5:00 p.m., Houston time,
unless it is extended by us.

We may extend the offer at any time but we cannot assure you that the offer
will be extended or, if extended, for how long. (Pages 8, 20)

If the offer is extended, we will make a public announcement of the
extension no later than 9:00 a.m. on the next business day following the
previously scheduled expiration of the offer period. (Page 20)

HOW DO YOU TENDER YOUR OPTIONS?

If you decide to tender any of your options, you must deliver to us a
properly completed and duly executed letter of transmittal, the option
agreement(s) evidencing the options being tendered and any other documents
required by the letter of transmittal, at the address set forth on the back
cover of this offer before 5:00 p.m. on Thursday, May 24, 2001, unless the offer
is extended. (Page 8)

DURING WHAT PERIOD OF TIME CAN YOU WITHDRAW PREVIOUSLY TENDERED OPTIONS?

You may withdraw your tendered options at any time before 5:00 p.m. Houston
time, on May 24, 2001. If the offer is extended by us beyond that time, you may
withdraw your tendered options at any time until the expiration of the offer. In
addition, unless we accept your tendered options for purchase before 12:00
midnight, Houston time, on June 21, 2001, you may withdraw your tendered options
at any time after June 21, 2001. To withdraw tendered options you must deliver a
written notice of withdrawal, or facsimile thereof, with the required
information to us while you still have the right to withdraw the tendered
options. Once withdrawn, you may re-tender options only by again following the
delivery procedures described above. (Page 8)

DO WE AND OUR BOARDS OF DIRECTORS HAVE A RECOMMENDATION CONCERNING THE OFFER?

No. Neither we nor our boards of directors make any recommendation as to
whether you should tender or refrain from tendering your options. You must make
your own decision whether to tender options. You are urged to read the Annual
Reports on Form 10-K of Kaiser and KACC for the year ended December 31, 2000,
including, without limitation, the financial information included under the
caption "Financial Statements and Supplemental Data" and the information
discussed under the caption "Business -- Factors Affecting Future Performance"
in the Annual Reports, in connection with making your decision whether to tender
options.

-3-
8

ARE THERE OTHER CONSEQUENCES OF TENDERING OPTIONS?

Yes. Kaiser and KACC plan to issue stock options as director compensation
and are considering offering stock options to certain officers as part of their
compensation, as they have done in the past. Kaiser and KACC do not intend to
grant stock options to persons who participate in this offer for a period of at
least six months after the consummation of this offer, with the exception of
stock options which may be granted to directors of Kaiser or KACC as part of
their compensation for service as such directors.

WILL YOU HAVE TO PAY TAXES IF WE PURCHASE YOUR OPTIONS IN THE OFFER?

There are no immediate tax consequences of receiving restricted stock in
exchange for your options, unless you make an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended. Upon vesting in the restricted
stock and lapse of the terms, conditions and restrictions that apply to the
restricted stock, you will be required to recognize taxable income in an amount
equal to the fair market value of such restricted stock, determined on the date
the shares are no longer restricted. We generally will be allowed a tax
deduction for the amount of any taxable income recognized by you at the time
such income is recognized. (Page 19)

YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISER TO DETERMINE THE TAX
CONSEQUENCES OF PARTICIPATING IN THE OFFER. (Page 19)

WHO SHOULD YOU CONTACT IF YOU HAVE QUESTIONS ABOUT THE OFFER?

For additional information or assistance, you may contact:

John Barneson
Vice President and Chief Administrative Officer
Kaiser Aluminum Corporation
Kaiser Aluminum & Chemical Corporation
5847 San Felipe, Suite 2600
Houston, Texas 77057
(telephone: (713) 267-3777)

WHY ARE WE MAKING THE OFFER?

We believe that many of our outstanding options to purchase Kaiser common
stock are not achieving the purpose for which they were intended. The options
that we are offering to purchase have exercise prices ranging from approximately
$4.34 to $14.25 per share, while the closing price of Kaiser common stock on
April 20, 2001, as reported on the NYSE, was $3.35 per share. By making this
offer to purchase to our current employees and current directors, we will
provide an alternative performance incentive for these employees and directors
in an attempt to enhance stockholder value. (Pages 5-7)

-4-
9

FORWARD-LOOKING STATEMENTS

This offer to purchase and the information that is incorporated by
reference in it contain forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. When used in this offer to purchase, the words
"anticipate," "believe," "estimate," "intend" and "expect" and similar
expressions are intended to identify such forward-looking statements. The
forward-looking statements are based on our current views and assumptions and
involve risks and uncertainties that include, among other things, general
economic, business, and regulatory conditions, competition, federal and state
regulations, availability and terms and use of capital. Some or all of the
factors are beyond our control.

INTRODUCTION

Kaiser Aluminum Corporation, a Delaware corporation ("Kaiser"), and Kaiser
Aluminum & Chemical Corporation, a Delaware corporation ("KACC") (which is a
wholly-owned subsidiary of Kaiser), hereby offer to purchase outstanding options
to purchase shares of Kaiser common stock, $.01 par value per share, that were
issued to Kaiser's or KACC's current employees and current directors (the
"options") under the Kaiser 1993 Omnibus Stock Incentive Plan (the "1993 Plan")
or the Kaiser 1997 Omnibus Stock Incentive Plan (the "1997 Plan") (collectively,
the 1993 Plan and the 1997 Plan are referred to as the "plans"). The purchase
price of each option tendered will be paid in Kaiser common stock, which will be
issued as "restricted stock" under the terms of the 1997 Plan. As restricted
stock issued pursuant to the 1997 Plan and the terms of a new restricted stock
agreement between each tendering optionholder and us, these shares will be
subject to forfeiture and other restrictions until they vest. See Section 8. Our
offer is made upon the terms and subject to the conditions set forth herein and
in the related letter of transmittal. We refer to this "offer to purchase" and
the related letter of transmittal, together with any amendments or supplements,
as the "offer."

We are offering to purchase all of the options that are outstanding as of
the date of this tender offer that were issued under the plans to persons who
are current employees or current directors of Kaiser or KACC, that are properly
tendered and not validly withdrawn prior to the expiration date of the offer,
and that are accepted by us pursuant to the terms of the offer. All options
properly tendered and not validly withdrawn will be purchased at the purchase
price, subject to the terms and the conditions of the offer. You may tender all,
one-half or none of the options that are outstanding for each of your option
grants. Schedule A to this offer to purchase sets forth the number of shares of
restricted stock you will receive in exchange for the options that are
outstanding for each option grant that you choose to tender. If you are
tendering all of your options, you must check the corresponding box on the
letter of transmittal. To tender less than all of your options, you must check
the box on the letter of transmittal indicating a partial tender and you must
indicate on the letter of transmittal which option grants you wish to tender and
whether you wish to tender all or one-half of each of those option grants. If
you tender all of the options outstanding for any of your option grants, you
will receive the total number of shares of restricted stock set forth in
Schedule A for a tender of that entire option grant. If you tender one-half of
any of your option grants, you will receive the number of shares of restricted
stock set forth in Schedule A for a tender of one-half of that option grant. If
you do not desire to tender any of your options, you are not required to take
any action pursuant to this offer. See Section 5.

The restricted stock issued in exchange for tendered options will be issued
under the 1997 Plan. Regardless of the current vesting schedule of your options,
the restricted stock you receive for tendered options will vest in three equal
annual installments on March 5, 2002, March 5, 2003 and March 5, 2004, assuming
you meet the requirements for vesting specified in the restricted stock
agreement. As a result, if you elect to tender all or a portion of your options,
you will receive unvested restricted stock that will vest according to a new
vesting schedule in exchange for the options, including vested options, that you
tender. See Section 8.

NEITHER WE NOR OUR RESPECTIVE BOARDS OF DIRECTORS MAKE ANY RECOMMENDATION
AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS FOR
PURCHASE. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER OPTIONS. YOU ARE
URGED TO READ THE ANNUAL REPORTS ON FORM 10-K OF KAISER AND KACC FOR THE YEAR
ENDED DECEMBER 31, 2000, INCLUDING, WITHOUT LIMITATION, THE FINANCIAL
INFORMATION INCLUDED UNDER THE CAPTION "FINANCIAL STATEMENTS AND SUPPLEMENTAL
DATA" AND THE INFORMATION DISCUSSED UNDER THE CAPTION "BUSINESS --

-5-
10

FACTORS AFFECTING FUTURE PERFORMANCE" IN THE ANNUAL REPORTS, IN CONNECTION WITH
MAKING YOUR DECISION WHETHER TO TENDER OPTIONS.

Kaiser common stock is listed and principally traded on the New York Stock
Exchange under the symbol "KLU." On April 20, 2001, the closing price of Kaiser
common stock was $3.35 per share. As of April 20, 2001, there were 79,635,776
shares of Kaiser common stock outstanding. YOU ARE URGED TO OBTAIN CURRENT
MARKET QUOTATIONS FOR KAISER ALUMINUM CORPORATION COMMON STOCK. SEE SECTION 7.

All options purchased by us in the tender offer will be canceled.

THE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

Upon the terms and subject to the conditions of the offer, we will purchase
from Kaiser's or KACC's current employees and current directors all options to
purchase shares of Kaiser common stock that are properly tendered (and not
validly withdrawn in accordance with Section 4) prior to the Expiration Date (as
defined below). This offer also is subject to other conditions. See Section 6.
We will accept tenders of all or one-half of the options that are outstanding
for any option grant. See Section 5 for a description of the manner in which a
tender of less than your total number of options (a "partial tender") will be
accepted. The term "Expiration Date" means 5:00 p.m., Houston time, on Thursday
May 24, 2001, unless and until we, in our sole discretion, shall have extended
the period of time during which the offer will remain open, in which event the
term "Expiration Date" shall refer to the latest time and date at which the
offer, as so extended by us, shall expire. See Section 14 for a description of
our right to extend, delay, terminate or amend the offer.

If your options are properly tendered and accepted for purchase, your
options will be purchased in exchange for shares of Kaiser common stock, subject
to the terms and conditions of the offer. All shares of Kaiser common stock paid
to optionholders pursuant to this offer will be restricted stock subject to the
vesting schedule set forth in a new restricted stock agreement between you and
us. See Section 8. If you tender all of the options outstanding for any of your
option grants, you will receive the number of shares of restricted stock set
forth in Schedule A for a tender of that entire option grant. If you tender
one-half of any option grant, you will receive the number of shares set forth in
Schedule A for a tender of one-half of that option grant. See Section 5.

The offer will be extended until the expiration of ten business days from
the date of publication of notice if:

(a) we increase or decrease the amount of consideration to be paid for the
options or we increase or decrease the number of subject options being
sought in the offer and, in the event of an increase in the number of
subject options being sought, such increase exceeds 2% of the
outstanding subject options, and

(b) the offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from, and
including, the date that notice of such increase or decrease is first
published, sent or given in the manner specified in Section 14.

For purposes of the offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, Houston time.

2. PURPOSE OF THE OFFER.

We believe that many of our outstanding options are not achieving the
purpose for which they were intended. The options that we are offering to
purchase have exercise prices ranging from $4.34 to $14.25 per share while the
closing price of Kaiser common stock on April 20, 2001, as reported on the NYSE,
was $3.35 per share. By making this offer to purchase to our current employees
and current directors, we will provide an alternative performance incentive for
these employees and directors in an attempt to enhance stockholder value.

-6-
11

Neither we nor our respective boards of directors make any recommendation
as to whether you should tender your options, nor have we authorized any person
to make any such recommendation. You are urged to evaluate carefully all
information in the offer to purchase and to consult your own investment and tax
advisers. You must make your own decision whether to tender your options for
purchase. You are urged to read the Annual Reports on Form 10-K of Kaiser and
KACC for the year ended December 31, 2000, including, without limitation, the
financial information included under the caption "Financial Statements and
Supplemental Data" and the information discussed under the caption "Business --
Factors Affecting Future Performance" in the Annual Reports, in connection with
making your decision whether to tender options.

3. PROCEDURES FOR TENDERING OPTIONS.

Proper Tender of Options. To validly tender your options pursuant to the
offer, a properly completed and duly executed letter of transmittal, or
facsimile thereof, and any other required documentation, including the option
agreement(s) evidencing the options you are tendering, must be received by us at
our address set forth on the back cover of this offer to purchase prior to the
Expiration Date.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING LETTERS OF TRANSMITTAL,
OPTION AGREEMENT(S), AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING OPTIONHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT
YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURE YOUR
PACKAGE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY
DELIVERY.

Determination of Validity; Rejection of Options; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to form of documents and
the validity, form, eligibility (including time of receipt) and acceptance of
any tender of options will be determined by us, in our sole discretion, and our
determination will be final and binding on all parties. We reserve the right to
reject any or all tenders of options that we determine are not in appropriate
form or the acceptance for payment of or payment for which may be unlawful. We
also reserve the right to waive any of the conditions of the offer or any defect
or irregularity in any tender with respect to any particular options or any
particular optionholder. No tender of options will be deemed to have been
properly made until all defects or irregularities have either been cured by the
tendering optionholder or waived by us. Neither we nor any other person will be
obligated to give notice of any defects or irregularities in tenders, nor will
anyone incur any liability for failure to give any such notice.

Our Acceptance Constitutes an Agreement. Your tender of options pursuant to
the procedures described above will constitute your acceptance of the terms and
conditions of the offer. OUR ACCEPTANCE FOR PURCHASE OF YOUR OPTIONS TENDERED BY
YOU PURSUANT TO THE OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND US
UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER.

Lost, Stolen, Destroyed or Mutilated Option Agreements Evidencing the
Tendered Options. If your option agreement(s) evidencing the options to be
tendered has been lost, stolen, destroyed or mutilated, you must complete the
box captioned "Lost, Stolen, Destroyed or Mutilated Agreements" on the letter of
transmittal, indicating the number of options subject to the lost, stolen,
destroyed or mutilated option agreement(s). You must then contact us to
ascertain the steps that must be taken to replace the option agreement(s)
evidencing the options to be tendered. To avoid delay, you should contact
immediately Richard Byrne, our Director, Executive Compensation and Retirement
Plans, at (925) 242-4435.

4. WITHDRAWAL RIGHTS.

You may withdraw your tendered options only in accordance with the
provisions of this Section 4.

You may withdraw your tendered options at any time before 5:00 p.m. Houston
time on Thursday, May 24, 2001. If the offer is extended by us beyond that time,
you may withdraw your tendered options at any time until the expiration of the
offer. In addition, unless we accept your tendered options for purchase before
12:00 midnight, Houston time, on Thursday, June 21, 2001, you may withdraw your
tendered options at any time after Thursday,

-7-
12

June 21, 2001. To withdraw tendered options you must deliver a written notice of
withdrawal, or facsimile thereof, with the required information to us while you
still have the right to withdraw the tendered options. Withdrawals may not be
rescinded and any options withdrawn will thereafter be deemed not properly
tendered for purposes of the offer unless such withdrawn options are properly
re-tendered prior to the Expiration Date by following the procedures described
in Section 3.

Neither we nor any other person will be obligated to give notice of any
defects or irregularities in any notice of withdrawal nor will anyone incur any
liability for failure to give any such notice. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by us, in our sole discretion, which determination will be final and binding.

5. ACCEPTANCE FOR PURCHASE OF OPTIONS AND PAYMENT OF PURCHASE PRICE.

Upon the terms and subject to the conditions of this offer to purchase and
as promptly as practicable following the Expiration Date, we will accept for
payment and pay for (and thereby purchase) options properly tendered and not
validly withdrawn prior to the Expiration Date. If your options are properly
tendered and are accepted for payment, you will receive a restricted stock
agreement and the stock power promptly after the Expiration Date. You must
properly execute and return the restricted stock agreement and the stock power
to us. Upon our receipt of the executed restricted stock agreement and the stock
power, we will issue the restricted stock as provided in Section 1 of the
restricted stock agreement.

If you tender all of the options outstanding for any of your option grants,
you will receive the number of shares of restricted stock set forth in Schedule
A for a tender of that entire option grant. If you tender one-half of any option
grant, you will receive the number of shares set forth in Schedule A for a
tender of one-half of that option grant. The restricted stock agreement will be
for the number of shares of restricted stock that you receive in exchange for
all of the options that you tender.

If you wish to make a partial tender of your options, you must indicate in
the letter of transmittal each of the specific option grants that you are
tendering and whether you are tendering all or one-half of any such option
grant. If you tender one-half of an option grant that is not yet fully vested,
the tendered portion of the option grant will be allocated among the vested and
unvested portion of the option grant pro rata and, with respect to any unvested
portion of the option grant, pro rata among options that would vest at different
times. If we accept for purchase your partial tender, a new option agreement
evidencing your remaining options will be forwarded to you.

For example, assume that on January 1, 1999 you received an option grant to
purchase 1,000 shares of common stock, which is now vested and exercisable with
respect to 500 shares, with an additional 250 shares becoming exercisable on
January 1, 2002 and 250 shares becoming exercisable on January 1, 2003. You may
elect not to tender the option grant, or you may tender either all or one-half
of the options that are outstanding under the option grant. If you elect to
tender one-half of the option grant, after the tender you will hold an option to
purchase 500 shares plus you will receive shares of restricted stock in exchange
for the tendered options. In this example, your tender will apply to 250 vested
shares and 250 non-vested shares. You would receive restricted stock in exchange
for the tendered options plus a new option agreement evidencing that you have an
option to purchase 500 shares, comprised of 250 vested shares and 250 unvested
shares, of which 125 unvested shares will become vested on January 1, 2002 and
125 unvested shares will become vested on January 1, 2003.

For purposes of the offer, we will be deemed to have accepted for payment
options that are validly tendered and not properly withdrawn as, if and when we
give oral or written notice to the optionholders of our acceptance for payment
of such options, which may be by press release.

6. CERTAIN CONDITIONS OF THE OFFER.

Notwithstanding any other provision of the offer, we will not be required
to accept for payment or make any payment for any options tendered and we may
terminate or amend the offer or postpone the acceptance for payment of or the
payment for any options tendered, subject to Rule 13e-4(f)(5) under the
Securities Exchange Act, if at any time on or after April 26, 2001 and prior to
the time of payment for any such options (whether any options

-8-
13

have previously been accepted for payment pursuant to the offer) any of the
following events shall have occurred (or shall have been determined by us to
have occurred) and, in our reasonable judgment in any such case and regardless
of the circumstances giving rise thereto (including any action or omission to
act by us), the occurrence of such event or events makes it inadvisable to
proceed with the offer or with such acceptance for payment or payment:

(a) there shall have been threatened or instituted or be pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, before any court, authority, agency or tribunal
that directly or indirectly (i) challenges the making of the offer,
the acquisition of some or all of the options pursuant to the offer,
the payment for such options, or otherwise relates in any manner to
the offer; or (ii) in our reasonable judgment, could materially and
adversely affect the business, condition (financial or other), income,
operations or prospects of Kaiser Aluminum Corporation and its
subsidiaries, or otherwise materially impair in any way the
contemplated future conduct of the business of Kaiser Aluminum
Corporation and its subsidiaries or materially impair the contemplated
benefits of the offer to us;

(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order
or injunction threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to the offer or
Kaiser Aluminum Corporation or any of its subsidiaries, by any court
or any authority, agency or tribunal that, in our reasonable judgment,
would or might directly or indirectly (i) make the acceptance for
payment of, or payment for, some or all of the options illegal or
otherwise restrict or prohibit consummation of the offer or otherwise
relates in any manner to the offer; (ii) delay or restrict the ability
of us, or render us unable, to accept for payment or pay for some or
all of the options; (iii) materially impair the contemplated benefits
of the offer to us; or (iv) materially and adversely affect the
business, condition (financial or other), income, operations or
prospects of Kaiser Aluminum Corporation and its subsidiaries, taken
as whole, or otherwise materially impair in any way the contemplated
future conduct of the business of Kaiser Aluminum Corporation or any
of its subsidiaries;

(c) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities
exchange or in the over-the-counter market; (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks
in the United States (whether or not mandatory); (iii) the
commencement of a war, armed hostilities or other international or
national crisis directly or indirectly involving the United States;
(iv) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any event
that, in our reasonable judgment, might affect the extension of credit
by banks or other lending institutions in the United States; (v) any
significant decrease in the market price of the shares of Kaiser
Aluminum Corporation common stock or any change in the general
political, market, economic or financial conditions in the United
States or abroad that could, in our reasonable judgment, have a
material adverse effect on the business of Kaiser Aluminum
Corporation, or the condition (financial or other), operations or
prospects of Kaiser Aluminum Corporation or on the trading in the
common stock of Kaiser Aluminum Corporation; (vi) any change in the
general political, market, economic or financial conditions in the
United States or abroad that could have a material adverse effect on
the business of Kaiser Aluminum Corporation or the condition
(financial or other), operations or prospects of Kaiser Aluminum
Corporation or that, in our reasonable judgment, makes it inadvisable
to proceed with the offer; (vii) in the case of any of the foregoing
existing at the time of the commencement of the offer, a material
acceleration or worsening thereof; or (viii) any decline in either the
Dow Jones Industrial Average or the Standard and Poor's Index of 500
Companies by an amount in excess of 10% measured from the close of
business on April 25, 2001;

(d) a tender or exchange offer with respect to some or all of the common
stock of Kaiser Aluminum Corporation, or a merger or acquisition
proposal for Kaiser Aluminum Corporation, shall have been proposed,
announced or made by another person or entity or shall have been
publicly disclosed, or we shall have learned that (i) any person,
entity or "group" (within the meaning of

-9-
14

Section 13(d)(3) of the Securities Exchange Act) shall have acquired
or proposed to acquire beneficial ownership of more than 5% of the
outstanding shares of common stock of Kaiser Aluminum Corporation, or
any new group shall have been formed that beneficially owns more than
5% of the outstanding shares of common stock of Kaiser Aluminum
Corporation (other than any such person, entity or group who has filed
a Schedule 13D or Schedule 13G with the SEC on or before April 25,
2001); (ii) any such person, entity or group who has filed a Schedule
13D or Schedule 13G with the SEC on or before April 25, 2001, shall
have acquired or proposed to acquire beneficial ownership of an
additional 2% or more of the outstanding shares of common stock; or
(iii) any person, entity or group shall have filed a Notification and
Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 or made a public announcement reflecting an intent to acquire
Kaiser Aluminum Corporation or any of its respective assets or
securities; or

(e) any change or changes shall have occurred in the business, condition
(financial or other), assets, income, operations, prospects or stock
ownership of Kaiser Aluminum Corporation that, in our reasonable
judgment, is or may be material to Kaiser Aluminum Corporation or its
subsidiaries.

The conditions to the offer are for our benefit. We may assert them in our
discretion regardless of the circumstances giving rise to them prior to the time
we accept options for payment. We may waive them, in whole or in part, at any
time and from time to time prior to the time we accept options for payment, in
our discretion, whether or not we waive any other condition to the offer. Our
failure at any time to exercise any of these rights will not be deemed a waiver
of any such rights. The waiver of any of these rights with respect to particular
facts and circumstances will not be deemed a waiver with respect to any other
facts and circumstances. Any determination we make concerning the events
described in this Section 6 will be final and binding upon all persons.

7. PRICE RANGE OF THE COMMON STOCK.

Kaiser Aluminum Corporation common stock is traded on the NYSE. The
following table sets forth, for the quarters indicated, the high and low trading
prices per share of Kaiser common stock:

HIGH LOW
------ ------

2001 QUARTER ENDED
March 31, 2001 ......................... $ 4.44 $ 3.23
2000 QUARTER ENDED
December 31, 2000 ...................... 5.94 3.50
September 30, 2000 ..................... 6.06 3.50
June 30, 2000 .......................... 5.13 2.94
March 31, 2000 ......................... 8.88 4.13
1999 QUARTER ENDED
December 31, 1999 ...................... 8.25 6.00
September 30, 1999 ..................... 9.69 6.63
June 30, 1999 .......................... 10.13 5.00
March 31, 1999 ......................... 6.94 4.75

As of April 20, 2001, the closing price of Kaiser common stock, as reported
on the NYSE, was $3.35 per share.

YOU ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR KAISER COMMON STOCK.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF RESTRICTED STOCK AWARD.

Consideration. Assuming we purchase all of the outstanding options from
current employees and current directors of Kaiser and KACC pursuant to the offer
(which options cover an aggregate of 3,991,526 shares of Kaiser common stock),
the aggregate amount of restricted stock we will issue to optionholders will be
1,168,330 shares.

-10-
15

The number of shares of restricted stock that we will issue in exchange for
each option grant that is tendered pursuant to the offer is intended to be
equivalent in value, as of March 5, 2001, to that option grant. We valued the
options using a Black-Scholes type of formula for option valuation. A
Black-Scholes type of option valuation formula is a mathematical method of
valuing a stock option. In performing the valuation, we took into account the
following six factors, the first four of which are the same for all option
grants and the last two of which relate to the specific option grant:

o The market price of Kaiser common stock on March 5, 2001.

o The calculated volatility of Kaiser common stock, based on weekly
price data for the three-year period ended on March 2, 2001.

o The risk-free rate of return based on U.S. Treasury strip rates for
the remaining term of the options.

o The dividend yield on Kaiser common stock for the three-year period
ended on March 2, 2001.

o The original exercise price of the option grant, except that, as
discussed below, for premium price options, we utilized the fair
market value of Kaiser common stock on the date of the grant instead
of the original exercise price.

o The length of time remaining from March 5, 2001 until the date of
expiration of the stock option.

Premium Price Options. Some option grants subject to this offer (which we
refer to here as "standard options") were granted at an exercise price per share
equal to the "fair market value" of a share of Kaiser common stock on the date
of grant, which means the average of the highest and lowest prices on the New
York Stock Exchange for that date. Other option grants subject to this offer
(which we refer to here as "premium price options") were granted at an exercise
price per share which was greater than the "fair market value" of a share of
Kaiser common stock on the date of grant. In computing the amount of restricted
stock to be issued in exchange for premium price options, an adjustment has been
made to treat each premium price option as if it had been issued as a standard
option having a value equal to the value of the premium price option on its date
of grant. As a consequence, the number of restricted shares to be issued for
premium price options tendered will be greater than if the adjustment had not
been made.

The value of each option grant (whether standard or premium price) was
divided by $3.525, which was the fair market value of Kaiser common stock on
March 5, 2001, and the result is equal to the number of shares of restricted
stock that you will receive if you tender all of the options outstanding for the
option grant. If the result would have included a fractional number of shares,
the number of shares of restricted stock was rounded up for fractional shares of
one-half share or greater and was rounded down for fractional shares less than
one-half share. If you tender one half of an option grant, you will receive one
half of the number of shares of restricted stock determined above, as set forth
in Schedule A hereto.

Terms of Restricted Stock. The restricted stock will be issued pursuant to
the 1997 Plan.

Our statements concerning the plans and the restricted stock are merely
summaries and do not purport to be complete. The statements are subject to, and
are qualified in their entirety by reference to, all provisions of the plans and
the restricted stock agreement between you and us. The form of restricted stock
agreement is attached as Exhibit D3 to this offer to purchase (the "restricted
stock agreement"). Please contact us at the address and telephone number on the
back cover of this offer to purchase to receive copies of the plans. Copies will
be furnished promptly at our expense.

The shares of restricted stock you receive in exchange for tendered options
accepted for payment will be subject to forfeiture and other restrictions until
the restrictions lapse (at which time the shares "vest") under the terms of the
restricted stock agreement. These restrictions include prohibitions against
sale, assignment, transfer, exchange, pledge, hypothecation or other
encumbrance, other than by will or the laws of descent and distribution.

-11-
16

The shares of restricted stock will vest in three equal annual installments
on March 5, 2002, March 5, 2003 and March 5, 2004, assuming you are still an
employee of Kaiser, KACC or a subsidiary or affiliate of Kaiser or KACC, or a
member of the Board of Directors of Kaiser or KACC on each such vesting date.
Prior to vesting, your restricted stock will be subject to forfeiture if you
cease to be either employed by Kaiser or KACC or a subsidiary or affiliate of
Kaiser or KACC or a member of the Board of Directors of Kaiser or KACC for any
reason other than your Disability (as defined in the 1997 Plan), or death. In
the event of your death or Disability, all unvested shares of restricted stock
will vest. However, a change in your status from that of employee to Board
member or vice versa will not cause the forfeiture of the restricted stock.

All of your unvested restricted stock awards will vest upon a "Change in
Control" that occurs while you are a director of Kaiser or KACC, or an employee
of Kaiser or KACC or a subsidiary or affiliate of Kaiser or KACC. For this
purpose, "Change in Control" means (a) the sale, lease, conveyance, or other
disposition of all or substantially all of the assets of either Kaiser or KACC
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; (b)
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 13d-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 Kaiser or KACC, except if such
person is (i) a subsidiary of Kaiser, or (ii) an employee stock ownership plan
for employees of Kaiser or KACC, or (iii) a company formed to hold Kaiser's or
KACC's common equity securities and whose shareholders constituted, at the time
such company became such holding company, substantially all of the shareholders
of Kaiser or KACC, respectively; or (c) a change in the composition of Kaiser's
or KACC'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 of either
company ceases to be comprised of individuals who either (x) have been Board
members continuously since the beginning of such period, or (y) 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 (x) who were still in
office at the time such election or nomination was approved by the Board.

You will not receive a stock certificate for the restricted stock until
after the restricted stock vests. Until then, the restricted stock will be held
in our custody, together with any shares of stock or other securities of Kaiser
which you may acquire in respect of the restricted stock (for example, due to a
stock split, stock dividend, combination of shares or certain other changes).
Your award of restricted stock will be evidenced by the restricted stock
agreement between you and us. On each vesting date, if you are still employed by
us or are one of our directors (or subsequent to your Death or Disability), you
will receive a certificate for the number of shares of common stock
corresponding to one-third of your original award of restricted stock (and, if
applicable, any other securities that you acquired in respect of those shares of
restricted stock).

You will have cash dividend, voting and other stockholder rights (subject
to the transfer and forfeiture restrictions discussed above) with respect to all
shares of restricted stock (even if not yet vested) that you receive in the
offer as of the date we issue the restricted stock as provided in Section 1 of
the restricted stock agreement. We will deliver to you, by mail or otherwise,
all notices of meetings, proxy statements, proxies and other materials
distributed to holders of Kaiser common stock.

9. CERTAIN INFORMATION ABOUT US.

GENERAL

Kaiser Aluminum & Chemical Corporation, a Delaware corporation organized in
1940, is a direct subsidiary of Kaiser Aluminum Corporation and an indirect
subsidiary of MAXXAM Inc. ("MAXXAM"). Kaiser Aluminum Corporation owns all of
Kaiser Aluminum & Chemical Corporation's Common Stock, and MAXXAM Inc. and one
of its wholly-owned subsidiaries, MAXXAM Group Holdings Inc. ("MAXXAM Group")
together own approximately 63% of Kaiser Aluminum Corporation's Common Stock,
with the remaining approximately 37% publicly held. Kaiser Aluminum & Chemical
Corporation operates in all principal aspects of the aluminum industry - the
mining of bauxite, the refining of bauxite into alumina, the production of
primary aluminum from alumina, and the manufacture of fabricated (including
semi-fabricated) aluminum products. In addition to the production utilized

-12-
17
by Kaiser Aluminum & Chemical Corporation in its operations, Kaiser Aluminum &
Chemical Corporation sells significant amounts of alumina and primary aluminum
in domestic and international markets.

We maintain our executive offices at 5847 San Felipe, Suite 2600, Houston,
Texas 77057. Our telephone number is (713) 267-3777.

Consistent with its previously disclosed strategy, KACC is considering the
possible sale of part or all of its interest in certain operating assets. The
contemplated transactions are in various stages of development. KACC expects
that at least one operating asset will be sold; however, it is unlikely that
KACC will consummate all of the transactions under consideration. There can be
no assurance as to the likelihood, timing, or terms of such transactions. The
consummation of any such transactions will be dependent upon a number of
factors, such as negotiation of definitive documentation, diligence
investigations, certain lender approvals, and/or antitrust clearances. KACC
would expect to use the proceeds from any such transactions for debt reduction,
capital spending or some combination thereof.

KACC's credit agreement, dated as of February 15, 1994, as amended (the
"Credit Agreement"), expires in August 2001. It is KACC's intention to extend or
replace the Credit Agreement prior to its expiration. However, in order for the
Credit Agreement to be extended, on a short-term basis, beyond August 2001, KACC
is required to have a plan to mitigate the $225 million of its 9-7/8% Senior
Notes due 2002 (the "9-7/8% Senior Notes"), and for the Credit Agreement to be
extended past February 2003, both the 9-7/8% Senior Notes and KACC's 12-3/4%
Senior Subordinated Notes due 2003 will have to be retired and/or refinanced.
KACC may purchase, in open market transactions or otherwise, up to $50 million
of its 9-7/8% Senior Notes, and KACC has obtained the required approval of its
Credit Agreement lenders for such purchases. As of February 28, 2001, KACC had
purchased approximately $1.0 million of 9-7/8% Senior Notes.

Kaiser and KACC plan to issue stock options as director compensation and
are considering offering stock options to certain officers as part of their
compensation, as they have done in the past. Kaiser and KACC do not intend to
grant stock options to persons who participate in this offer for a period of at
least six months after the consummation of this offer, with the exception of
stock options which may be granted to directors of Kaiser or KACC as part of
their compensation for service as such directors.

Subject to the foregoing, and to matters disclosed in our Annual Reports on
Form 10-K, and except as otherwise disclosed in this offer to purchase, we
presently have no plans or proposals that relate to or would result in:

(a) the acquisition by any person of any of Kaiser's securities or the
disposition of any of Kaiser's securities;

(b) an extraordinary transaction, such as a merger, reorganization or
liquidation, involving Kaiser or any of its subsidiaries, other than
the merger or liquidation from time to time of inactive or unnecessary
subsidiaries;

(d) any change in Kaiser's present board of directors or management,
including, but not limited to, any plans or proposals to change the
number or the term of directors or to fill any existing vacancies on
Kaiser's Board of Directors or to change any material term of the
employment contract of any executive officer;

(e) any material change in Kaiser's present dividend rate or policy, or
Kaiser's indebtedness or capitalization;

(f) any other material change in Kaiser's corporate structure or business;

-13-
18
(g) any change in Kaiser's Certificate of Incorporation or Bylaws, or
other actions which may impede the acquisition of control of Kaiser;

(h) a class of equity securities of Kaiser being delisted from a national
securities exchange;

(i) a class of Kaiser's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934 ("Securities Exchange Act"); or

(j) the suspension of Kaiser's obligation to file reports pursuant to
Section 15(d) of the Securities Exchange Act.

CERTAIN FINANCIAL INFORMATION

Set forth below is selected summary historical consolidated financial
information of Kaiser Aluminum Corporation. The historical financial information
has been derived from Kaiser Aluminum Corporation's consolidated financial
statements included in its Annual Report on Form 10-K for the year ended
December 31, 2000 on pages 27 to 62. The financial information included in the
annual reports on Forms 10-K for Kaiser and KACC for the year ended December 31,
2000 under the caption "Financial Statements and Supplemental Data" and the
information discussed under the caption "Business -- Factors Affecting Future
Performance" are incorporated herein by reference, and may be inspected at, and
copies may be obtained from, the same places and in the same manner as set forth
under "Additional Information."

Kaiser Aluminum Corporation Summary Historical Consolidated Financial Data

The following summary historical consolidated financial data of Kaiser
should be read in conjunction with Kaiser's consolidated financial statements,
which are included in Kaiser's Annual Report on Form 10-K for the year ended
December 31, 2000, which is incorporated herein by reference. The summary
consolidated financial statements as of and for the years ended December 31,
2000 and 1999 are derived from Kaiser's consolidated financial statements which
have been audited by independent public accountants. (In millions of dollars,
except per share and ratio amounts.)

Year Ended
December 31,
------------------------
2000 1999
--------- ---------

OPERATING DATA:
Net sales $ 2,169.8 $ 2,083.6
Cost of products sold 1,891.4 1,893.5
Gross profit 278.4 190.1
Depreciation and amortization 76.9 89.5
Selling, administrative, research and
development and general 104.1 105.4
Labor settlement charge and other
Non-recurring items, net(1) (41.9) 24.1
Operating income (loss) 139.3 (28.9)
Interest expense 109.6 110.1
Income (loss) before income taxes and
minority interests 25.4 (89.9)
Net income (loss) $ 16.8 $ (54.1)
Earnings (loss) per share:
Basic/Diluted $ 0.21 $ (0.68)

-14-
19

December 31,
-----------------------
2000 1999
--------- ---------

BALANCE SHEET DATA (AT PERIOD END):
Current assets $ 1,012.1 $ 973.9
Non-current assets 2,331.0 2,224.9
Total assets 3,343.1 3,198.8
Current maturities of long-term debt(2) 31.6 0.3
Current liabilities 841.4 637.9
Long-term debt, less current portion(2) 957.8 972.5
Non-current liabilities 2,318.4 2,377.9
Minority interests 101.1 117.7
Stockholders' equity 82.2 65.3

OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges(3)(4) 1.2x --
EBITDA(5) $ 170.0 $ 133.8
Ratio of EBITDA to interest expense 1.6x 1.2x
Capital expenditures $ 296.5 $ 68.4
Book value per common share(6) $ 1.03 n/a

(1) See Notes 5 and 6 of Notes to Consolidated Financial Statements in Kaiser's
Annual Report for the year ended December 31, 2000 for complete discussions of
the labor settlement charge and other non-recurring items, net.

(2) KACC has significant near-term maturities. KACC's ability to make payments
on and refinance its debt depends on its ability to generate cash in the future.
In addition to being impacted by power sales and normal operating items,
Kaiser's and KACC's near-term liquidity and cash flows will also be affected by
the Gramercy incident, net payments for asbestos-related liabilities and
possible proceeds from asset dispositions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources - Financing Activities and Liquidity" in Kaiser's Annual
Report for the year ended December 31, 2000 for a discussion of these matters.

(3) The ratio of earnings to fixed charges is calculated by dividing total
earnings by total fixed charges. For this purpose, "earnings" means the sum of
(a) income (loss) before cumulative effect of change in accounting principle,
(b) consolidated provision for income taxes, (c) undistributed (earnings) losses
of unconsolidated affiliates, (d) the minority share of the pretax income (loss)
of consolidated subsidiaries that have fixed charges, (e) fixed charges and (f)
previously capitalized interest charged to depreciation and amortization expense
minus (g) the equity in losses of unconsolidated affiliates where we have
guaranteed our affiliates' debt. For this purpose, "fixed charges" means the sum
of (a) interest included in rental expense, (b) amortized capitalized expenses
related to indebtedness, (c) an estimate of the interest included in rental
expense, (d) preferred stock dividends of majority-owned subsidiaries and 50%
owned entities and (e) a proportionate share of interest expense that relates to
the guaranteed debt of unconsolidated affiliates.

(4) For the year ended December 31, 1999, earnings were inadequate to cover
fixed charges by $98.7 million.

(5) EBITDA means income (loss) before income taxes and minority interests plus
interest expense, depreciation and amortization and labor settlement charge and
other non-nonrecurring operating items, net. EBITDA is not intended to represent
cash flow, an alternative to net income or any other measure of performance in
accordance with generally accepted accounting principles; it is included here
because management believes that certain investors find it a useful tool in the
determination of an entity's ability to service debt.

(6) Book value per common share at December 31, 2000 was determined by dividing
net assets by the number of shares of common stock outstanding at December 31,
2000.

-15-
20

10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE OPTIONS.

A list of the directors and executive officers of KACC, Kaiser, MAXXAM and
MAXXAM Group is attached to this offer to purchase as Schedule B.

As of April 20, 2001, Kaiser's and KACC's directors and executive officers
as a group (21 persons) beneficially owned options to purchase an aggregate of
3,645,751 shares of Kaiser common stock, representing approximately 91% of the
total number of options to purchase Kaiser common stock that are subject to this
offer, and the directors and executive officers of Kaiser and KACC as a group
(21 persons) beneficially owned an aggregate of 519,026 shares of Kaiser common
stock, representing approximately 6.5% of the total number of outstanding shares
of Kaiser common stock that were issued and outstanding as of such date. As of
April 20, 2001, MAXXAM directly owned an aggregate of 22,061,750 shares of
Kaiser common stock, representing approximately 28% of the total number of
shares of Kaiser common stock that were issued and outstanding as of such date,
and MAXXAM Group owned an aggregate of 27,938,250 shares of Kaiser common stock,
representing approximately 35% of the total number of shares of Kaiser common
stock that were issued and outstanding as of such date. Neither MAXXAM nor
MAXXAM Group nor any majority owned subsidiary nor associate of Kaiser, KACC,
MAXXAM, or MAXXAM Group owns any options to purchase shares of Kaiser common
stock. Other than MAXXAM and MAXXAM Group, no majority owned subsidiary or
associate of Kaiser, KACC, MAXXAM or MAXXAM Group owns shares of Kaiser common
stock.

The names and addresses of the principal subsidiaries of Kaiser, KACC,
MAXXAM and MAXXAM Group are listed on Schedule C hereto.

Other than as discussed in this paragraph, based upon our records and upon
information provided to us by the directors and executive officers of Kaiser,
KACC, MAXXAM and MAXXAM Group, neither of Kaiser, KACC, MAXXAM, MAXXAM Group nor
any of their respective directors and executive officers nor any of the
associates or majority-owned subsidiaries of Kaiser or KACC, nor any executive
officer or director of any subsidiary of Kaiser or KACC, to the best of our
knowledge, has effected any transactions in the options to purchase shares of
Kaiser common stock or in the common stock of Kaiser during the 60 days prior to
the date hereof. Raymond J. Milchovich, the President and Chief Executive
Officer of Kaiser and KACC, received grants of 13,281 shares of Kaiser common
stock on each of February 21, 2001 and April 10, 2001.

Except for outstanding options to purchase common stock of Kaiser and
restricted stock awards granted from time to time to certain of our employees
(including executive officers) and non-employee directors pursuant to the plans,
and except as set forth in this offer to purchase, neither KACC nor Kaiser, nor
any person controlling KACC or Kaiser, nor to our knowledge, any of KACC's or
Kaiser's directors or executive officers, is a party to any contract,
arrangement, understanding or relationship with any other person relating,
directly or indirectly, to the offer with respect to any of the securities of
Kaiser (including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any such securities,
joint ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations).

The following table sets forth the beneficial ownership of options to
purchase Kaiser common stock and the beneficial ownership of Kaiser common stock
by each of the current officers and current directors of Kaiser, KACC, MAXXAM
and MAXXAM Group as of April 20, 2001:

-16-
21

Percentage of
Total Kaiser
Percentage of Total Common Stock
Options Subject to Outstanding
Number of Options this Offer (3,991,526 Number of Shares (79,635,776
Name of Beneficial Owners and to Purchase shares as of of Kaiser Common shares as of
Titles for Relevant Entity Common Stock April 20, 2001) (1) Stock April 20, 2001)
- ----------------------------- ----------------- --------------------- ---------------- ---------------

Robert J. Cruikshank - Director 10,070 * 2,000 *
of Kaiser, KACC and MAXXAM

James T. Hackett - Director of 2,858 * -0- *
Kaiser, KACC

George T. Haymaker, Jr. - 755,700 18.9% 84,575 *
Director and Chairman of Kaiser,
KACC

Charles E. Hurwitz - Director of 250,000 6.3% -0- *
Kaiser; Director and Vice
Chairman of KACC; Director,
Chairman and Chief Executive
Officer of MAXXAM and
MAXXAM Group
*
Ezra G. Levin - Director of 10,070 -0- *
Kaiser, KACC and MAXXAM

Raymond J. Milchovich - 1,392,200 34.9% 119,799 *
Director, President and CEO of
Kaiser and KACC
*
James D. Woods - Director of 6,216 5,000 *
Kaiser and KACC

John Barneson - Vice President 123,700 3.1% 10,700 *
and Chief Administrative Officer
of Kaiser and KACC

Joseph A. Bonn - Vice President, 171,690 4.3% 61,154 *
Commodities Marketing,
Corporate Planning and
Development of Kaiser and
KACC

James L. Chapman - Vice 2,460 * 24,476 *
President of Primary Aluminum
Operations of KACC

Robert E. Cole - Vice President, 9,460 * 6,085 *
Government Affairs of KACC;
Vice President - Federal
Government Affairs of
MAXXAM

-17-
22

J. Kent Friedman - Senior Vice 167,000 4.2% -0- *
President and General Counsel of
Kaiser and KACC; Director, Vice
Chairman and General Counsel of
MAXXAM; Director and General
Counsel of MAXXAM Group

Jack A. Hockema - Executive 28,184 * -0- *
Vice President of Kaiser;
Executive Vice President, and
President of Kaiser Fabricated
Products of KACC

Edward A. Kaplan - Vice 25,355 * 6,067 *
President of Taxes of Kaiser and
KACC; Assistant Secretary of
MAXXAM and MAXXAM
Group

John T. La Duc - Executive Vice 477,950 12.0% 135,815 *
President and Chief Financial
Officer of Kaiser and KACC;
Senior Vice President of
MAXXAM; Director and Vice
President of MAXXAM Group

W. Scott Lamb - Vice President, 22,145 * 1,923 *
Investor Relations and Corporate
Communications of Kaiser and
KACC

Daniel D. Maddox - Vice 36,290 * 1,759 *
President and Controller of Kaiser
and KACC

John Wm. Niemand II - Secretary 31,242 * 3,709 *
of Kaiser and KACC

Ronald L. Reman - Vice 17,689 * 35,000 *
President, Special Initiatives of
Kaiser and KACC; Vice President
of MAXXAM and MAXXAM
Group

Kris S. Vasan - Vice President, 64,395 1.6% 19,478 *
Strategic Risk Management of
Kaiser and KACC

Robert W. Warnock - Vice 41,077 1.0% 1,486 *
President, Performance
Measurement and Analysis of
Kaiser and KACC

* Less than one percent

(1) Options for 4,374,297 shares of Kaiser common stock were issued and
outstanding as of April 20, 2001, of which 3,991,526 are subject to
this offer.

-18-
23

11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER.

Options that we acquire pursuant to the offer will be canceled.

12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our acquisition of
options and payment of restricted stock as contemplated herein or of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
the acquisition or ownership of our options or restricted stock as contemplated
herein. Should any such approval or other action be required, we presently
contemplate that such approval or other action will be sought. We are unable to
predict whether we may determine that we are required to delay the acceptance
for payment of or payment for options tendered pursuant to the offer pending the
outcome of any such matter. There can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that the failure to obtain any such approval or other
action might not result in adverse consequences to our business. Our obligation
under the offer to accept for payment and pay for options with restricted stock
is subject to certain conditions. See Section 6.

13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary of the material federal income tax
consequences of the sale of options and issuance of restricted stock pursuant to
the offer. This discussion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), its legislative history, Treasury Regulations thereunder
and administrative and judicial interpretations thereof, as of the date hereof,
all of which are subject to change (possibly on a retroactive basis). This
summary does not discuss all the tax consequences that may be relevant to you in
light of your particular circumstances and it is not intended to be applicable
in all respects to all categories of stockholders.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISER WITH RESPECT TO THE FEDERAL,
STATE AND LOCAL TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER, AS WELL AS ANY
TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.

General. There are no immediate tax consequences of receiving restricted
stock in exchange for your options, unless you make an election under Section
83(b) of the Code. Upon vesting in the restricted stock and lapse of the terms,
conditions and restrictions that apply to the restricted stock, you will be
required to recognize taxable income in an amount equal to the fair market value
of such restricted stock on the date the shares are no longer restricted. Your
initial tax basis in the shares will equal the taxable income so recognized. Any
gain or loss upon a subsequent disposition of the shares will be long-term or
short-term capital gain or loss, depending on how long the shares are held. The
federal tax rate applicable to any long-term capital gain will depend upon the
holding period of the shares.

A Section 83(b) election may be made and filed with the Internal Revenue
Service within 30 days of the exchange. If you make a Section 83(b) election,
you will be required to recognize taxable income at the time of the exchange
(rather than when the restrictions lapse) in an amount equal to the fair market
value of the restricted stock on such date, and your initial tax basis in the
shares will be equal to the amount of taxable income recognized. However, having
made the election, if you hold the restricted stock until after the shares vest
and subsequently sell the shares of common stock issued upon vesting, the gain
or loss will be taxed as capital gain or loss. If, upon making a Section 83(b)
election, the restricted stock is subsequently forfeited, you are not entitled
to a deduction for the loss.

We will generally be allowed a tax deduction for the amount of any taxable
income that you recognize at the time such income is recognized. Section 162(m)
of the Code, however, may limit the deduction that can be claimed by us in
certain circumstances.

-19-
24

14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.

We expressly reserve the right, in our sole discretion, at any time and
from time to time, and regardless of whether or not any of the events set forth
in Section 6 shall have occurred or shall be deemed by us to have occurred, to
extend the period of time during which the offer is open and thereby delay
acceptance for payment of and payment for any options by giving oral or written
notice of such extension to the optionholders and making a public announcement
thereof.

We also expressly reserve the right, in our reasonable judgment, to
terminate the offer and not accept for payment or pay for any options previously
accepted for payment or paid for or, subject to applicable law, to postpone
payment for options upon the occurrence of any of the conditions specified in
Section 6, by giving oral or written notice of such termination or postponement
to the optionholders and making a public announcement thereof. Our reservation
of the right to delay payment for options which we have accepted for payment is
limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act, which
requires that we must pay the consideration offered or return the options
tendered promptly after termination or withdrawal of the tender offer.

Subject to compliance with applicable law, we further reserve the right, in
our sole discretion, and regardless of whether any of the events set forth in
Section 6 shall have occurred or shall be deemed by us to have occurred, to
amend the offer in any respect (including, without limitation, by decreasing or
increasing the consideration offered in the offer to holders of options or by
decreasing or increasing the number of options being sought in the offer).

Amendments to the offer may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the
announcement must be issued no later than 9:00 a.m., Houston time, on the next
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made pursuant to the offer will be disseminated promptly
to optionholders in a manner reasonably designed to inform optionholders of such
change. Without limiting the manner in which we may choose to make a public
announcement, except as required by applicable law, we shall have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by making a press release.

If we materially change the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3)
promulgated under the Securities Exchange Act. These rules require that the
minimum period during which an offer must remain open following material changes
in the terms of the offer or information concerning the offer (other than a
change in price or a change in percentage of securities sought) will depend on
the facts and circumstances, including the relative materiality of such terms or
information. If:

(b) the offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from and
including the date that such notice of an increase or decrease is
first published, sent or given in the manner specified in this Section
14, then the offer will be extended until the expiration of such
period of ten business days.

15. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer, or other
person for soliciting tenders of options pursuant to this offer to purchase.

-20-
25

16. ADDITIONAL INFORMATION

We are subject to the informational filing requirements of the Securities
Exchange Act and, in accordance therewith, are obligated to file reports and
other information with the Securities and Exchange Commission ("SEC") relating
to our business, financial condition and other matters. Information, as of
particular dates, concerning our directors and officers, their remuneration,
options granted to them, the principal holders of our securities and any
material interest of such persons in transactions with us, is required to be
disclosed in proxy statements or other filed documents distributed to our
stockholders and filed with the SEC.

These reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the SEC at:

- 450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549;

- 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and

- 7 World Trade Center, Suite 1300, New York, New York 10048.

Copies of such material may also be obtained by mail, upon payment of the
SEC's customary charges, from the Public Reference Section of the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also
maintains a Web site on the World Wide Web at http://www.sec.gov that contains
reports, proxy statements and other information regarding registrants that file
electronically with the SEC. These reports, proxy statements and other
information concerning us also can be inspected at the offices of The New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

We urge you to review the following materials which we have filed with the
SEC prior to making a decision on whether to tender your options. The SEC file
number for the documents of Kaiser is 1-9447. The SEC file number for the
documents of KACC is 1-3605.

(a) Kaiser Aluminum Corporation Annual Report on Form 10-K for the year
ended December 31, 2000; and

(b) Kaiser Aluminum & Chemical Corporation Annual Report on Form 10-K for
the year ended December 31, 2000.

17. MISCELLANEOUS.

We are not aware of any jurisdiction where the making of the offer is not
in compliance with applicable law. If we become aware of any jurisdiction where
the making of the offer is not in compliance with any valid applicable law, we
will make a good faith effort to comply with such law. If, after such good faith
effort, we cannot comply with such law, the offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of options residing in
such jurisdiction.

Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Securities Exchange Act, we have filed with the SEC a Tender Offer Statement on
Schedule TO which contains additional information with respect to the offer.
Such Schedule TO, including the exhibits and any amendments thereto, may be
examined, and copies may be obtained, at the same places and in the same manner
as is set forth in Section 16 with respect to information concerning us.

-21-
26

IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION,
YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR AUTHORIZATION AS
HAVING BEEN AUTHORIZED BY US.

KAISER ALUMINUM CORPORATION
KAISER ALUMINUM & CHEMICAL CORPORATION

April 26, 2001

-22-
27

SCHEDULE A

FORM OF SCHEDULE OF OPTION GRANTS AND RESTRICTED STOCK INFORMATION

KAC Stock Option Cancellation and Restricted Stock Award (RSA)(1)

Stock Option
------------------------------------------------------------------------------
Expiration @3/5/01 Yrs. Actual Shares Granted & RSA # of
Name: Grant Date Date To Expiration Grant Price Outstanding(2) Shares(3)
-------------------------- ---------- ---------- ------------- ----------- ---------------- ---------

100% Cancellation & Exchange
Alternative
---------- ---------- ------------- ----------- ---------------- ---------
50% Cancellation & Exchange
Alternative
---------- ---------- ------------- ----------- ---------------- ---------

Notes:

1. If you decide to cancel any of your stock options, you may elect to cancel
either 100% or 50% for each of your option grants listed above.

2. Actual number of option shares granted and outstanding for each stock
option grant, that will be cancelled if the option cancellation for RSA
shares is elected.

3. This is the number of shares of restricted stock to be granted if the
election is made to cancel the stock options.

A-1
28

SCHEDULE B

The directors and executive officers of Kaiser Aluminum Corporation and their
positions and offices as of April 20, 2001 are set forth in the following table:

DIRECTORS

Robert J. Cruikshank Director
James T. Hackett Director
George T. Haymaker, Jr. Director
Charles E. Hurwitz Director
Ezra G. Levin Director
Raymond J. Milchovich Director
James D. Woods Director

OFFICERS

George T. Haymaker, Jr. Chairman of the Board
Raymond J. Milchovich President and Chief Executive Officer
John T. La Duc Executive Vice President and Chief Financial Officer
Jack A. Hockema Executive Vice President
J. Kent Friedman Senior Vice President and General Counsel
John Barneson Vice President and Chief Administrative Officer
Joseph A. Bonn Vice President, Commodities Marketing, Corporate Planning and
Development
Edward A. Kaplan Vice President of Taxes
W. Scott Lamb Vice President, Investor Relations and Corporate Communications
Daniel D. Maddox Vice President and Controller
Ronald L. Reman Vice President, Special Initiatives
Kris S. Vasan Vice President, Strategic Risk Management
Robert W. Warnock Vice President, Performance Measurement and Analysis
John Wm. Niemand II Secretary

The address of each director and executive officer is Kaiser Aluminum
Corporation, 5847 San Felipe, Suite 2600, Houston, Texas 77057.

B-1
29

The directors and executive officers of Kaiser Aluminum & Chemical Corporation
and their positions and offices as of April 20, 2001 are set forth in the
following table:

DIRECTORS

Robert J. Cruikshank Director
James T. Hackett Director
George T. Haymaker, Jr. Director
Charles E. Hurwitz Director
Ezra G. Levin Director
Raymond J. Milchovich Director
James D. Woods Director

OFFICERS

George T. Haymaker, Jr. Chairman of the Board
Charles E. Hurwitz Vice Chairman
Raymond J. Milchovich President and Chief Executive Officer
Jack A. Hockema Executive Vice President, and President of Kaiser Fabricated Products
John T. La Duc Executive Vice President and Chief Financial Officer
J. Kent Friedman Senior Vice President and General Counsel
John Barneson Vice President and Chief Administrative Officer
Joseph A. Bonn Vice President, Commodities Marketing, Corporate Planning and
Development
James L. Chapman Vice President of Primary Aluminum Operations
Robert E. Cole Vice President, Government Affairs
Edward A. Kaplan Vice President of Taxes
W. Scott Lamb Vice President, Investor Relations and Corporate Communications
Daniel D. Maddox Vice President and Controller
Ronald L. Reman Vice President, Special Initiatives
Kris S. Vasan Vice President, Strategic Risk Management
Robert W. Warnock Vice President, Performance Measurement and Analysis
John Wm. Niemand II Secretary

The address of each director and executive officer is: Kaiser Aluminum &
Chemical Corporation, 5847 San Felipe, Suite 2600, Houston, Texas 77057.

B-2

The directors and executive officers of MAXXAM Inc. and their positions and
offices as of April 20, 2001 are set forth in the following table:

DIRECTORS

Robert J. Cruikshank Director
J. Kent Friedman Director
Michael J. Rosenthal Director
Charles E. Hurwitz Director
Ezra G. Levin Director
Stanley D. Rosenberg Director
Paul N. Schwartz Director

OFFICERS

Charles E. Hurwitz Chairman of the Board and Chief Executive Officer
Paul N. Schwartz President, Chief Financial Officer
J. Kent Friedman Vice Chairman of the Board, General Counsel
John T. La Duc Senior Vice President
Robert E. Cole Vice President-Federal Government Affairs
Diane M. Dudley Vice President and Chief Personnel Officer
Josh A. Reiss Vice President-Communications
Ronald L. Reman Vice President
Elizabeth D. Brumley Controller
Bernard L. Birkel Secretary

The address of each director and executive officer is: MAXXAM Inc., 5847 San
Felipe, Suite 2600, Houston, Texas 77057.

B-3
31

The directors and executive officers of MAXXAM Group Holdings Inc. and their
positions and offices as of April 20, 2001 are set forth in the following table:

DIRECTORS

J. Kent Friedman Director
Charles E. Hurwitz Director
John T. La Duc Director
Paul N. Schwartz Director

OFFICERS

Charles E. Hurwitz Chairman of the Board, President and Chief Executive Officer
John T. La Duc Vice President
Ronald L. Reman Vice President
Paul N. Schwartz Vice President and Chief Financial Officer
J. Kent Friedman General Counsel
Elizabeth D. Brumley Controller
Bernard L. Birkel Secretary

The address of each director and executive officer is: MAXXAM Group Holdings
Inc., 5847 San Felipe, Suite 2600, Houston, Texas 77057.

B-4
32

SCHEDULE C

Names and Addresses of Principal Subsidiaries of MAXXAM Inc.

Name Address
---- -------

ALUMINUM OPERATIONS
Alpart Jamaica Inc. 5847 San Felipe, Suite 2600, Houston, TX 77057
Alumina Partners of Jamaica (partnership) P.O. Box 529, Arabi, LA 70032
Anglesey Aluminium Limited P.O. Box 4, Holyhead, Gwynedd, Wales LL65-24J
Kaiser Alumina Australia Corporation 123 Eagle St., Brisbane, Australia 4001
Kaiser Aluminum Corporation 5847 San Felipe, Suite 2600, Houston, TX 77057
Kaiser Aluminium International, Inc. 5847 San Felipe, Suite 2600, Houston, TX 77057
Kaiser Aluminum & Chemical Corporation 5847 San Felipe, Suite 2600, Houston, TX 77057
Kaiser Aluminum & Chemical of Canada Limited 3021 Gore Road, London, Ontario, Canada N6A 4C3
Kaiser Bauxite Company 5847 San Felipe, Suite 2600, Houston, TX 77057
Kaiser Bellwood Corporation 5847 San Felipe, Suite 2600, Houston, TX 77057
Kaiser Finance Corporation 5847 San Felipe, Suite 2600, Houston, TX 77057
Kaiser Jamaica Bauxite Company (partnership) Discovery Bay, Parish of Saint Ann, Jamaica
Kaiser Jamaica Corporation 5847 San Felipe, Suite 2600, Houston, TX 77057
Queensland Alumina Limited Parsons Point, Gladstone QLD 4180 Australia
Volta Aluminium Company Limited P.O. Box 625, Tema, Ghana
FOREST PRODUCTS OPERATIONS
Britt Lumber Co., Inc. 105 Alder Grove Rd., P.O. Box 248, Arcata, CA 95521
MAXXAM Group Inc. 5847 San Felipe, Suite 2600, Houston, TX 77057
Salmon Creek LLC (limited liability company) 125 Main St, Scotia, CA 95565
Scotia Pacific Company LLC (limited liability company) 125 Main St, Scotia, CA 95565
The Pacific Lumber Company 125 Main St, Scotia, CA 95565
REAL ESTATE OPERATIONS
Horizon Corporation 16838 E. Palisades Blvd., Fountain Hills, AZ 85268
MAXXAM Property Company 5847 San Felipe, Suite 2600, Houston, TX 77057
MCO Properties Inc. 16838 E. Palisades Blvd., Fountain Hills, AZ 85268
MCO Properties L.P. (limited partnership) 5847 San Felipe, Suite 2600, Houston, TX 77057
Palmas del Mar Properties, Inc. Road #3 KM 86.4, Rt. 906, Humacao, PR 00791
RACE PARK OPERATIONS
Sam Houston Race Park, Ltd. (limited partnership) 7575 N. Sam Houston Parkway W., Houston, TX 77064
Valley Race Park Inc. 2601 S. Ed Carey Dr., Harlingen, TX 78552
OTHER
MAXXAM Group Holdings Inc. 5847 San Felipe, Suite 2600, Houston, TX 77057

All of the companies under the heading "Aluminum Operations", except Kaiser
Aluminum Corporation, are significant subsidiaries of Kaiser Aluminum
Corporation.

All of the companies under the heading "Aluminum Operations", except Kaiser
Aluminum Corporation and Kaiser Aluminum & Chemical Corporation, are significant
subsidiaries of Kaiser Aluminum & Chemical Corporation.

The five companies listed above under the heading "Forest Products
Operations" are significant subsidiaries of MAXXAM Group Holdings Inc.

C-1

================================================================================

OFFER TO PURCHASE

FROM CURRENT EMPLOYEES AND CURRENT DIRECTORS
OF KAISER ALUMINUM CORPORATION AND KAISER ALUMINUM & CHEMICAL CORPORATION

ALL OUTSTANDING OPTIONS

KAISER ALUMINUM CORPORATION COMMON STOCK

----------

Any questions or requests for assistance or additional copies of any documents
incorporated by reference into the prospectus may be directed to John Barneson,
our Vice President and Chief Administrative Officer, at Kaiser Aluminum
Corporation, Kaiser Aluminum & Chemical Corporation, 5847 San Felipe, Suite
2600, Houston, Texas 77057, telephone (713) 267-3777.

----------

April 26, 2001