AGREEMENT

                                    AGREEMENT

         This Agreement is made by and among Xxxxxx X. Xxxxxxxx, Xx. ("Optionee")
and Xxxxxx Aluminum Corporation and Xxxxxx Aluminum & Chemical Corporation, both
Delaware corporations (together, the "Company").

         WHEREAS, the Company granted to Optionee a stock option to purchase up
to 386,000 shares of common stock, $.01 par value per share, of Xxxxxx Aluminum
Corporation, and the terms and conditions of such grant are set forth in that
certain Performance-Accelerated Stock Option Grant between Optionee and the
Company having an effective date of January 1, 1998, as amended by that certain
Director and Non-Executive Chairman Agreement between Optionee and the Company
dated January 1, 2000 (the Performance-Accelerated Stock Option Grant, as so
amended, the "1998 Grant"); and

         WHEREAS, Optionee and the Company desire (i) to amend the 1998 Grant to
cancel 97,510 Option Shares, and (ii) to evidence the grant of a new stock
option to Optionee to purchase up to 97,510 Option Shares, on the same terms and
conditions as were applicable to the canceled portion of the 1998 Grant;

NOW, THEREFORE, Optionee and the Company hereby agree as follows:

         1. All capitalized terms used herein shall have the meanings provided
in the 1998 Grant unless otherwise specifically provided herein.

         2. Effective as of April 14, 2000, the 1998 Grant is amended to cancel
97,510 Option Shares. Except as expressly set forth herein, the terms and
conditions of the 1998 Grant are hereby ratified and affirmed.

         3. This Agreement evidences that the Company has granted to Optionee,
effective as of April 14, 2000, the right, privilege and option to purchase up
to 97,510 Option Shares and that such grant is on the same terms and conditions
as are set forth in the 1998 Grant.

         IN WITNESS WHEREOF, Optionee and the Company have executed this
Agreement effective as of the 14th day of April, 2000.

                                    "COMPANY"

                                    XXXXXX ALUMINUM CORPORATION


                                    By:      /S/ XXXXXXX X. XXXXXXXXXX
                                    Xxxxxxx X. Xxxxxxxxxx
                                    President and Chief Executive Officer



                                    XXXXXX ALUMINUM & CHEMICAL CORPORATION


                                    By:      /S/ XXXXXXX X. XXXXXXXXXX
                                    Xxxxxxx X. Xxxxxxxxxx
                                    President and Chief Executive Officer


                                    "OPTIONEE"


                                    /S/ XXXXXX X. XXXXXXXX, XX.
                                    Xxxxxx X. Xxxxxxxx, Xx.