COMMONWEALTH INDUSTRIES, INC.

                                  Amendment to
                    1997 Stock Incentive Plan, as amended and
                             restated April 23, 1999


Effective  December  18,  2000,  the Board of  Directors  adopted the  following
resolution:

RESOLVED,  that the first  sentence of Section 7, titled  Non-Employee  Director
Stock Options and Shares.,  of the  Commonwealth  Industries,  Inc.,  1997 Stock
Incentive Plan, as amended and restated April 23, 1999, be amended to, effective
December 18, 2000, to read in its entirety as follows:

         Nonqualified  Stock Options to purchase  10,000 shares of Common Stock,
         the number of shares being  subject to  adjustment  pursuant to Section
         13, shall be granted  automatically to each  Non-Employee  Director (a)
         upon the date such director  joins the Board or becomes a  Non-Employee
         Director and (b) on each succeeding January 1 which is not less than 90
         days after the date referred to in clause (a).


December 18, 2000.