COMMONWEALTH INDUSTRIES INC/DE/
EXHIBIT 10.5 TO SECOND QUARTER 2004 FORM 10-Q
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>jb10q22004ex105.txt
<DESCRIPTION>EXHIBIT 10.5 TO SECOND QUARTER 2004 FORM 10-Q
<TEXT>
                                                           Exhibit 10.5
                                                           ------------

                               SEVERANCE AGREEMENT

        THIS AGREEMENT is entered into as of the ____ day of June, 2004 by and
between Commonwealth Industries, Inc., a Delaware corporation (the "Company"),
and ______________("Executive").

                               W I T N E S S E T H

        WHEREAS, Executive has recently been hired as _____________________
________________of the Company and his services and knowledge are
valuable to the Company in connection with the management of the Company.

        WHEREAS, the Board (as defined in Section 1) has determined that it is
in the best interests of the Company and its stockholders to secure Executive's
continued services and to ensure Executive's continued and undivided dedication
in the event of any threat or occurrence of, or negotiation or other action that
could lead to, or create the possibility of, a Change in Control (as defined in
Section 1) of the Company, the Board has authorized the Company to enter into
this Agreement.

        NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:

        1. Definitions. As used in this Agreement, the following terms shall
have the respective meanings set forth below:
        (a) "Board" means the Board of Directors of the Company.

        (b) "Cause" means (1) a material breach by Executive of the duties and
responsibilities of Executive (other than as a result of incapacity due to
physical or mental illness) which is (x) demonstrably willful and deliberate on
Executive's part, (y) committed in bad faith or without reasonable belief that
such breach is in the best interests of the Company and (z) not remedied in a
reasonable period of time after receipt of written notice from the Company
specifying such breach or (2) the Executive's conviction of, or plea of nolo
contendere to, a felony involving moral turpitude. Cause shall not exist unless
and until the Company has delivered to Executive a copy of a resolution duly
adopted by a majority of the entire Board at any duly called meeting of the
Board (after reasonable notice to Executive and an opportunity for Executive,
together with counsel, to be heard before the Board), finding that in the good
faith opinion of the Board an event set forth in clauses (1) or (2) has occurred
and specifying the particulars thereof in detail. The Company must notify
Executive of any event constituting Cause within ninety (90) days following the
Board's knowledge of its existence or such event shall not constitute Cause
under this Agreement.

        (c) "Change in Control" means the occurrence of any one of the following
events:

        (i) any "person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities eligible to vote for the election
of the Board (the "Company Voting Securities"); provided, however, that the
event described in this paragraph (i) shall not be deemed to be a Change in
Control by virtue of any of the following acquisitions: (A) by the Company or
any Subsidiary, (B) by any employee benefit plan sponsored or maintained by the
Company or any Subsidiary, (C) by any underwriter temporarily holding securities
pursuant to an offering of such securities, (D) pursuant to a Non-Control
Transaction (as defined in paragraph (iii)), (E) pursuant to any acquisition by
Executive or any group of persons including Executive; or (F) a transaction
(other than one described in (iii) below) in which Company Voting Securities are
acquired from the Company, if a majority of the Incumbent Board (as defined
below) approves a resolution providing expressly that the acquisition pursuant
to this clause (F) does not constitute a Change in Control under this paragraph
(i);

        (ii) individuals who, on January 25, 1996, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to January 25,
1996, whose election or nomination for election was approved by a vote of at
least two-thirds of the directors comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without objection to such nomination)
shall be considered a member of the Incumbent Board; provided, however, that no
individual initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to directors or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board of Directors shall be deemed to be a
member of the Incumbent Board;

        (iii) the consummation of a merger, consolidation, share exchange or
similar form of corporate reorganization of the Company or any such type of
transaction involving the Company or any of its Subsidiaries that requires the
approval of the Company's stockholders (whether for such transaction or the
issuance of securities in the transaction or otherwise), or the consummation of
the direct or indirect sale or other disposition of all or substantially all of
the assets, of the Company and its Subsidiaries (a "Business Combination"),
unless immediately following such Business Combination: (A) more than 60% of the
total voting power of the publicly traded corporation resulting from such
Business Combination (including, without limitation, any corporation which
directly or indirectly has beneficial ownership of 100% of the Company Voting
Securities or all or substantially all of the assets of the Company and its
Subsidiaries) eligible to elect directors of such corporation is represented by
shares that were Company Voting Securities immediately prior to such Business
Combination (either by remaining outstanding or being converted), and such
voting power is in substantially the same proportion as the voting power of such
Company Voting Securities immediately prior to the Business Combination, (B) no
person (other than any publicly traded holding company resulting from such
Business Combination, any employee benefit plan sponsored or maintained by the
Company (or the corporation resulting from such Business Combination), or any
person which beneficially owned, immediately prior to such Business Combination,
directly or indirectly, 20% or more of the Company Voting Securities (a "Company
20% Stockholder")) becomes the beneficial owner, directly or indirectly, of 20%
or more of the total voting power of the outstanding voting securities eligible
to elect directors of the corporation resulting from such Business Combination
and no Company 20% Stockholder increases its percentage of such total voting
power, and (C) at least a majority of the members of the board of directors of
the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the Board's approval of the execution of the
initial agreement providing for such Business Combination (a "Non-Control
Transaction"); or

        (iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.

        Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 20% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which, by reducing the number of
Company Voting Securities outstanding, increases the percentage of shares
beneficially owned by such person; provided, that if a Change in Control of the
Company would occur as a result of such an acquisition by the Company (if not
for the operation of this sentence), and after the Company's acquisition such
person becomes the beneficial owner of additional Company Voting Securities that
increases the percentage of outstanding Company Voting Securities beneficially
owned by such person, then a Change in Control of the Company shall occur.

        Notwithstanding anything in this Agreement to the contrary, (1) if
Executive's employment is terminated prior to a Change in Control, and Executive
reasonably demonstrates that such termination was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control (a "Third Party") and who effectuates a Change in
Control, then for all purposes of this Agreement, the date of a Change in
Control shall mean the date immediately prior to the date of such termination of
employment and (2) the Executive and the Company may agree in writing that a
particular corporate transaction shall not constitute a Change in Control for
purposes of this Agreement.

        (d) "Date of Termination" means (1) the effective date on which
Executive's employment by the Company terminates as specified in a prior written
notice by the Company or Executive, as the case may be, to the other, delivered
pursuant to Section 10 or (2) if Executive's employment by the Company
terminates by reason of death, the date of death of Executive.

        (e) "Good Reason" means, without Executive's express written consent,
the occurrence of any of the following events after a Change in Control:

        (1) (i) the assignment to Executive of any duties or responsibilities
inconsistent in any adverse respect with Executive's position(s), duties,
responsibilities or status with the Company immediately prior to such Change in
Control (including any dimunition of such duties or responsibilities) or (ii) an
adverse change in Executive's reporting responsibilities, titles or offices with
the Company as in effect immediately prior to such Change in Control;

        (2) a reduction by the Company in Executive's rate of annual base salary
or annual target bonus opportunity (including any adverse change in the formula
for such annual bonus target) as in effect immediately prior to such Change in
Control or as the same may be increased from time to time thereafter;

        (3) the failure of the Company to (i) continue in effect any employee
benefit plan or compensation plan in which Executive is participating
immediately prior to such Change in Control, unless Executive is permitted to
participate in other plans providing Executive with substantially comparable
benefits, or the taking of any action by the Company which would adversely
affect Executive's participation in or reduce Executive's benefits under any
such plan, (ii) provide Executive and Executive's dependents with welfare
benefits in accordance with the most favorable plans, practices, programs and
policies of the Company and its affiliated companies in effect for Executive and
Executive's dependents immediately prior to such Change in Control or provide
substantially comparable benefits at a substantially comparable cost to
Executive, (iii) provide fringe benefits in accordance with the most favorable
plans, practices, programs and policies of the Company and its affiliated
companies in effect for Executive immediately prior to such Change in Control,
or provide substantially comparable fringe benefits, or (iv) provide Executive
with paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and its affiliated companies as in effect
for Executive immediately prior to such Change in Control;

        (4) the failure of the Company to obtain the assumption agreement from
any successor as contemplated in Section 9(b); or

        (5) termination by Executive for any reason during the "Window Period"
(as defined below).

        Any event described in this Section 1(e)(1) through (4) which occurs
prior to a Change in Control, but was at the request of a Third Party who
effectuates a Change in Control, shall constitute Good Reason following a Change
in Control for purposes of this Agreement (treating the date of such event as
the date of the Change in Control) notwithstanding that it occurred prior to the
Change in Control. For purposes of this Agreement, any good faith determination
of Good Reason made by Executive shall be conclusive; provided, however, that an
isolated, insubstantial and inadvertent action taken in good faith and which is
remedied by the Company promptly after receipt of notice thereof given by
Executive shall not constitute Good Reason. Executive must provide notice of
termination of employment within ninety (90) days of Executive's knowledge of an
event constituting Good Reason or such event shall not constitute Good Reason
under this Agreement.

        (f) "Nonqualifying Termination" means a termination of Executive's
employment (1) by the Company for Cause, (2) by Executive for any reason other
than Good Reason, (3) as a result of Executive's death, (4) by the Company due
to Executive's absence from Executive's duties with the Company on a full-time
basis for at least one hundred eighty (180) consecutive days as a result of
Executive's incapacity due to physical or mental illness or (5) as a result of
Executive's retirement (not including any early retirement) in accordance with
the Company's retirement policy generally applicable to its salaried employees,
as in effect immediately prior to the Change in Control, or in accordance with
any retirement arrangement established with respect to Executive with
Executive's written consent.

        (g) "Subsidiary" means any corporation or other entity in which the
Company has a direct or indirect ownership interest of 50% or more of the total
combined voting power of the then outstanding securities of such corporation or
other entity entitled to vote generally in the election of directors or in which
the Company has the right to receive 50% or more of the distribution of profits
or 50% of the assets or liquidation or dissolution.

        (h) "Termination Period" means the period of time beginning with a
Change in Control and ending two (2) years following such Change in Control.

        (i) "Window Period" means the 30-day period commencing one (1) year
after the date of a Change in Control.

        2. Obligations of Executive. Executive agrees that if a Change in
Control shall occur, Executive shall not voluntarily leave the employ of the
Company without Good Reason until ninety (90) days following such Change in
Control.

        3. Payments Upon Termination of Employment.

        (a) If during the Termination Period the employment of Executive shall
terminate, other than by reason of a Nonqualifying Termination, then the Company
shall pay to Executive (or Executive's beneficiary or estate) within thirty (30)
days following the Date of Termination, as compensation for services rendered to
the Company:

        (1) a lump-sum cash amount equal to the sum of (i) Executive's base
salary through the Date of Termination, to the extent not theretofore paid, (ii)
a pro rata portion of Executive's annual bonus in an amount at least equal to
(A) the greater of (1) Executive's target bonus for the fiscal year in which the
Change in Control occurs and (2) Executive's target bonus for the fiscal year in
which Executive's Date of Termination occurs, multiplied by (B) a fraction, the
numerator of which is the number of days in the fiscal year in which the Date of
Termination occurs through the Date of Termination and the denominator of which
is three hundred sixty-five (365), and (iii) any compensation previously
deferred by Executive other than pursuant to a tax-qualified plan (together with
any interest and earnings thereon) and any accrued vacation pay, in each case to
the extent not theretofore paid.

        (2) a lump-sum cash amount equal to (i)two (2) times Executive's highest
annual rate of base salary during the 12-month period prior to the Date of
Termination, plus (ii) two (2) times the greatest of (A) the highest bonus
earned by Executive in respect of the three (3) fiscal years of the Company
immediately preceding the fiscal year in which the Change in Control occurs or
(B) Executive's target bonus for the fiscal year in which the Change in Control
occurs or (C) Executive's target bonus for the fiscal year in which Executive's
Date of Termination occurs. Any amount paid pursuant to this Section 3(a)(2)
shall reduce any other amount of severance relating to salary or bonus
continuation to be received by Executive upon termination of employment of
Executive under any severance plan or policy or employment agreement of the
Company.

        (b) If during the Termination Period the employment of Executive shall
terminate, other than by reason of a Nonqualifying Termination, the Company
shall continue to provide, for a period of two (2) years following the Date of
Termination, Executive (and Executive's dependents if applicable) with the same
level of medical, dental, accident, disability and life insurance benefits upon
substantially the same terms and conditions (including cost of coverage to
Executive) as existed immediately prior to Executive's Date of Termination (or,
if more favorable to Executive, as such benefits and terms and conditions
existed immediately prior to the Change in Control); provided, that, if
Executive cannot continue to participate in the Company plans providing such
benefits, the Company shall otherwise provide such benefits on the same
after-tax basis as if continued participation had been permitted.
Notwithstanding the foregoing, in the event Executive becomes reemployed with
another employer and becomes eligible to receive welfare benefits from such
employer, the welfare benefits described herein shall be secondary to such
benefits during the period of Executive's eligibility, but only to the extent
that the Company reimburses Executive for any increased cost and provides any
additional benefits necessary to give Executive the benefits provided hereunder.

        (c) If during the Termination Period the employment of Executive shall
terminate by reason of a Nonqualifying Termination, then the Company shall pay
to Executive within thirty (30) days following the Date of Termination, a cash
amount equal to the sum of (1) Executive's base salary through the Date of
Termination, to the extent not theretofore paid, and (2) any compensation
previously deferred by Executive other than pursuant to a tax-qualified plan
(together with any interest and earnings thereon) and any accrued vacation pay,
in each case to the extent not theretofore paid. The Company may make such
additional payments, and provide such additional benefits, to Executive as the
Company and Executive may agree in writing.

        4. Certain Additional Payments by the Company.

        (a) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by the Company or
its affiliated companies to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Section 4) (a "Payment") would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"),
or any interest or penalties are incurred by Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then Executive shall
be entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by Executive of all taxes (including any interest or
penalties imposed with respect to such taxes) including, without limitation, any
income and employment taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax, imposed upon the Gross-Up Payment, Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. For purposes of determining the amount of the Gross-up Payment, the
Executive shall be deemed to pay federal income taxes at the highest marginal
rates of federal income taxation for the calendar year in which the Gross-up
Payment is to be made and applicable state and local income taxes at the highest
marginal rate of taxation for the calendar year in which the Gross-up Payment is
to be made, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes.

        (b) Subject to the provisions of Section 4(a), all determinations
required to be made under this Section 4, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by the public
accounting firm that is retained by the Company as of the date immediately prior
to the Change in Control (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and Executive within fifteen (15)
business days of the receipt of notice from the Company or the Executive that
there has been a Payment, or such earlier time as is requested by the Company
(collectively, the "Determination"). In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, Executive may appoint another nationally recognized
public accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by the Company
and the Company shall enter into any agreement requested by the Accounting Firm
in connection with the performance of the services hereunder. The Gross-up
Payment under this Section 4 with respect to any Payments shall be made no later
than thirty (30) days following such Payment. If the Accounting Firm determines
that no Excise Tax is payable by Executive, it shall furnish Executive with a
written opinion to such effect, and to the effect that failure to report the
Excise Tax, if any, on Executive's applicable federal income tax return will not
result in the imposition of a negligence or similar penalty. The Determination
by the Accounting Firm shall be binding upon the Company and Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the Determination, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment") or Gross-up
Payments are made by the Company which should not have been made
("Overpayment"), consistent with the calculations required to be made hereunder.
In the event that the Executive thereafter is required to make payment of any
additional Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment (together with interest
at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly
paid by the Company to or for the benefit of Executive. In the event the amount
of the Gross-up Payment exceeds the amount necessary to reimburse the Executive
for his Excise Tax, the Accounting Firm shall determine the amount of the
Overpayment that has been made and any such Overpayment (together with interest
at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid
by Executive to or for the benefit of the Company. Executive shall cooperate, to
the extent his expenses are reimbursed by the Company, with any reasonable
requests by the Company in connection with any contests or disputes with the
Internal Revenue Service in connection with the Excise Tax.

        5. Withholding Taxes. The Company may withhold from all payments due to
Executive (or his beneficiary or estate) hereunder all taxes which, by
applicable federal, state, local or other law, the Company is required to
withhold therefrom.

        6. Reimbursement of Expenses. If any contest or dispute shall arise
under this Agreement involving termination of Executive's employment with the
Company or involving the failure or refusal of the Company to perform fully in
accordance with the terms hereof, the Company shall reimburse Executive, on a
current basis, for all legal fees and expenses, if any, incurred by Executive in
connection with such contest or dispute (regardless of the result thereof),
together with interest in an amount equal to the prime rate of Citibank N.A.
from time to time in effect, but in no event higher than the maximum legal rate
permissible under applicable law, such interest to accrue from the date the
Company receives Executive's statement for such fees and expenses through the
date of payment thereof.

        7. Termination of Agreement. This Agreement shall be effective on the
date hereof and shall terminate upon one year after the date of any written
notification from the Company to Executive terminating this Agreement; provided,
however, that this Agreement shall continue in effect following any Change in
Control which occurs prior to such termination with respect to all rights and
obligations accruing as a result of such Change in Control.

        8. Scope of Agreement. Nothing in this Agreement shall be deemed to
entitle Executive to continued employment with the Company or its Subsidiaries,
and if Executive's employment with the Company shall terminate prior to a Change
in Control or following the end of the Termination Period, Executive shall have
no further rights under this Agreement.

        9. Successors; Binding Agreement.

        (a) This Agreement shall not be terminated by any Business Combination.
In the event of any Business Combination, the provisions of this Agreement shall
be binding upon the surviving or resulting corporation or the person or entity
to which such assets are transferred.

        (b) The Company agrees that concurrently with any Business Combination
that does not constitute a Non-Control Transaction, it will cause any successor
or transferee unconditionally to assume, by written instrument delivered to
Executive (or his beneficiary or estate), all of the obligations of the Company
hereunder. Failure of the Company to obtain such assumption prior to the
effectiveness of any such Business Combination, shall be a breach of this
Agreement and shall constitute Good Reason hereunder and shall entitle Executive
to compensation and other benefits from the Company in the same amount and on
the same terms as Executive would be entitled hereunder if Executive's
employment were terminated following a Change in Control other than by reason of
a Nonqualifying Termination. For purposes of implementing the foregoing, the
date on which any such Business Combination becomes effective shall be deemed
the date Good Reason occurs, and shall be the Date of Termination if requested
by Executive.

        (c) This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive shall die
while any amounts would be payable to Executive hereunder had Executive
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to such person or persons
appointed in writing by Executive to receive such amounts or, if no person is so
appointed, to Executive's estate.

        10. Notice. (a) For purposes of this Agreement, all notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered or five (5) days after deposit in
the United States mail, certified and return receipt requested, postage prepaid,
addressed as follows:


                  If to the Executive:
                  ___________________
                  ___________________
                  ___________________


                  If to the Company:


                  Commonwealth Industries, Inc.
                  PNC Building, 19th Floor
                  500 West Jefferson Street
                  Louisville, KY 40202
                  Att: Corporate Secretary


        or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
        (b) A written notice of Executive's Date of Termination by the Company
or Executive, as the case may be, to the other, shall (i) indicate the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive's employment under the provision
so indicated and (iii) specify the termination date (which date shall be not
less than fifteen (15) nor more than sixty (60) days after the giving of such
notice). The failure by Executive or the Company to set forth in such notice any
fact or circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of Executive or the Company hereunder or preclude
Executive or the Company from asserting such fact or circumstance in enforcing
Executive's or the Company's rights hereunder.

        11. Full Settlement; Resolution of Disputes. The Company's obligation to
make any payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against Executive or others. In no event shall Executive be obligated to seek
other employment or take other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and, except
as provided in Section 3(b)(3), such amounts shall not be reduced whether or not
Executive obtains other employment.

        12. Employment with Subsidiaries. Employment with the Company for
purposes of this Agreement shall include employment with any Subsidiary.


        13. GOVERNING LAW; VALIDITY. THE INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLE OF CONFLICTS OF LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN
FULL FORCE AND EFFECT.

        14. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

        15. Miscellaneous. No provision of this Agreement may be modified or
waived unless such modification or waiver is agreed to in writing and signed by
Executive and by a duly authorized officer of the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Failure by Executive
or the Company to insist upon strict compliance with any provision of this
Agreement or to assert any right Executive or the Company may have hereunder,
including without limitation, the right of Executive to terminate employment for
Good Reason, shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement. Except as otherwise specifically
provided herein, the rights of, and benefits payable to, Executive, his estate
or his beneficiaries pursuant to this Agreement are in addition to any rights
of, or benefits payable to, Executive, his estate or his beneficiaries under any
other employee benefit plan or compensation program of the Company.

        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer of the Company and Executive has executed this
Agreement as of the day and year first above written.

                          COMMONWEALTH INDUSTRIES, INC.


                             _______________________
                                [COMPANY OFFICER]


                             _______________________
                                   [EXECUTIVE]

</TEXT>
</DOCUMENT>
