Alumax Inc · DEF 14A · For 5/29/97

Filed On 4/4/97   ·   SEC File 1-12374   ·   Accession Number 950144-97-3762

Definitive Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Alumax Definitive Proxy Statement                     64    306K 

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.   ) 

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

                                                        · Enlarge/Download Table
                                                                                           
[ ]  Preliminary Proxy Statement               [ ]  Confidential, for Use of the Commission
                                                    Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement                                                            
[ ]  Definitive Additional Materials                                                       
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12                         

ALUMAX INC. 
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

(1)  Title of each class of securities to which transaction applies:  

(2)  Aggregate number of securities to which transaction applies:     

(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):  

(4)  Proposed maximum aggregate value of transaction:                 

(5)  Total fee paid:                                                  

[ ]  Fee paid previously with preliminary materials:                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)  Amount Previously Paid:                                          

(2)  Form, Schedule or Registration Statement No.:                    

(3)  Filing Party:                                                    

(4)  Date Filed:                                                      

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N O T I C E 
o f 

A N N U A L M E E T I N G 

o f 
S T O C K H O L D E R S 
a n d 
P R O X Y S T A T E M E N T 
M a y 2 9 , 1 9 9 7 

LOGO

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1997

                                                                   April 8, 1997

TO THE HOLDERS OF COMMON STOCK:                                                 

     The Annual Meeting of Stockholders of Alumax Inc. will be held in the Third
Floor Auditorium of The Chase Manhattan Bank building, 270 Park Avenue, New     
York, New York, on Thursday, May 29, 1997, at 10:00 a.m., New York City time,   
for the following purposes:                                                     

1. To elect three Directors, each for a term of three years;          

2. To ratify the selection of Coopers & Lybrand L.L.P. as auditors for
fiscal year 1997;                                               

   3. To amend the Alumax Inc. 1993 Long-Term Incentive Plan (as Amended and
   Restated and as Further Amended on October 3, 1996) to increase the
      number of shares of Common Stock authorized for issuance thereunder by
1,250,000;                                                      

     4. To amend the Alumax Inc. Non-Employee Directors' Stock Compensation Plan
        (as Amended on October 3, 1996) to increase the annual award of stock to
non-employee directors; and                                     

     5. To transact such other business as may properly come before the Meeting,
or any adjournments thereof.                                    

The holders of Common Stock are entitled to vote on all of the above  
proposals.                                                                      

     The Board of Directors has fixed the close of business on March 31, 1997 as
the record date for the determination of stockholders entitled to notice of and 
to vote at the Meeting. A list of stockholders entitled to vote will be open to 
the examination of any stockholder at the offices of The Chase Manhattan Bank,  
450 West 33rd Street, 15th Floor, New York, New York, for ten days prior to May 
29, 1997, and will also be available for inspection at the Meeting.             

  IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE MARK, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE WHICH        
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.                             

                                        By order of the Board of Directors

                             HELEN M. FEENEY
                            Vice President
                             and Corporate Secretary

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ALUMAX INC. 
5655 PEACHTREE PARKWAY
NORCROSS, GA 30092-2812 
TELEPHONE: (770) 246-6600 

PROXY STATEMENT 

GENERAL                                                                         

    This Proxy Statement, which (along with the enclosed Proxy) is first being
mailed to stockholders on April 8, 1997, is furnished in connection with a      
solicitation of proxies by the Board of Directors of Alumax Inc. ("Alumax" or   
the "Company") to be used at the Annual Meeting of Stockholders of the Company  
(the "1997 Annual Meeting") to be held at 10:00 a.m., New York City time, on    
Thursday, May 29, 1997 in the Third Floor Auditorium of The Chase Manhattan Bank
building, 270 Park Avenue, New York, New York, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders.                          

VOTING AT THE MEETING                                                           

The Record Date for voting at the 1997 Annual Meeting is the close of 
business on March 31, 1997. On the Record Date, the Company had outstanding     
54,913,013 shares of Common Stock, par value $.01 per share (the "Common        
Stock"). The outstanding Common Stock will be voting on all matters currently   
scheduled to be acted upon at the 1997 Annual Meeting, with each share entitled 
to one vote.                                                                    

The presence in person or by proxy of the holders of a majority of the
Company's outstanding shares of Common Stock will constitute a quorum at the    
1997 Annual Meeting. A plurality of the votes cast is necessary for the election
of Directors. The affirmative vote of a majority of the total votes cast either 
for or in opposition to any other proposal described herein (each a "Proposal") 
is necessary to approve it. Abstentions will be treated as shares that are      
present for purposes of determining the presence of a quorum but as unvoted for 
purposes of determining the approval of any matter submitted to a vote of the   
stockholders. If a broker indicates on the proxy that he or she does not have   
discretionary authority to vote on a particular matter as to certain shares,    
those shares will be counted for general quorum purposes but will be considered 
as unvoted with respect to that matter.                                         

Votes at the 1997 Annual Meeting will be tabulated by two officers of 
ChaseMellon Shareholder Services, L.L.C. who have been appointed by the         
Company's Board of Directors to serve as inspectors of election.                

PROXIES AND PROXY SOLICITATION                                                  

     All shares of Common Stock represented by properly executed proxies will be
voted at the 1997 Annual Meeting in accordance with the directions marked on the
proxies, unless such proxies have previously been revoked. If no directions are 
indicated on such proxies, they will be voted for the election of the nominees  
named in this Proxy Statement, for the ratification of the selection of Coopers 
& Lybrand L.L.P. as the Company's auditors for fiscal year 1997, for the        
amendment to increase the number of shares of Common Stock that may be issued   
under the Alumax Inc. 1993 Long-Term Incentive Plan (as Amended and Restated and
as Further Amended on October 3, 1996) (the "Long Term Plan") and for the       
amendment to the Alumax Inc. Non-Employee Directors' Stock Compensation Plan (as
Amended on October 3, 1996) (the "Stock Compensation Plan") to increase the     
annual award of stock to non-employee Directors. If any other matters are       
properly presented at the 1997 Annual Meeting for action, which is not presently
anticipated, the proxy holders will vote the proxies (which confer discretionary
authority upon such holders to vote on such matters) in accordance with their   
best judgment. Each proxy executed and returned by a stockholder may be revoked 
at any time before it is voted by timely submission of written notice of        
revocation or by submission of a duly executed proxy bearing a later date (in   
either case directed to the Vice President and Corporate Secretary of the       
Company) or, if a stockholder is present at the 1997 Annual Meeting, he may     
elect to revoke his proxy and vote his shares personally.                       

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    In addition to solicitation by mail, certain Directors, officers and other
employees of the Company, not specifically employed for this purpose, may       
solicit proxies, without additional remuneration therefor, by personal          
interview, mail, telephone or telegram. The Company intends to reimburse        
brokerage firms, banks and others for their reasonable out-of-pocket expenses,  
including clerical expenses, of forwarding proxy material to the beneficial     
owners of Common Stock or otherwise in connection with this solicitation of     
proxies. The Company has retained Morrow & Co. to assist in the solicitation at 
a cost of $8,500 to the Company, excluding the expenses and disbursements of    
that firm.                                                                      

1.  ELECTION OF DIRECTORS 

The Company's Board of Directors is divided into three classes and is 
currently comprised of nine members. One class is elected each year for a       
three-year term. The following are nominees for the class whose term will expire
at the 1997 Annual Meeting, all of whom are currently Directors of the Company: 
Harold Brown, Pierre Des Marais II and J. Dennis Bonney. These three nominees,  
if elected at the 1997 Annual Meeting, will serve for a term of three years     
expiring at the Annual Meeting of Stockholders to be held in 2000.              

It is not anticipated that any of the foregoing nominees will become  
unavailable for any reason, but, if that should occur before the 1997 Annual    
Meeting, the persons named on the enclosed proxy card reserve the right to      
substitute another of their choice as nominee in his place or to vote for such  
lesser number of Directors as may be prescribed by the Board of Directors.      

    The three nominees receiving the largest number of votes by the holders of
shares of Common Stock present at the 1997 Annual Meeting in person or          
represented by proxy will be elected. In accordance with Securities and Exchange
Commission ("SEC") regulations, the enclosed proxy card provides stockholders   
with an opportunity to grant to or withhold from the appointees named thereon   
the authority to vote for the election of any individual named above. In no     
event may proxies be voted for more than three nominees. Unless authority to do 
so has been withheld, shares represented by the enclosed proxy card, when the   
proxy has been duly executed and returned, will be voted in favor of the        
election of Harold Brown, Pierre Des Marais II and J. Dennis Bonney, each to    
serve as a Director for a three-year term expiring at the Annual Meeting of     
Stockholders to be held in 2000 or until their respective successors have been  
duly elected and qualified.                                                     

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE  
FOREGOING NOMINEES, AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY   
CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.           

INFORMATION CONCERNING DIRECTORS AND NOMINEES 

NOMINEES FOR TERMS EXPIRING IN 2000 

HAROLD BROWN                                                 Director since 1993
Counselor, Center for Strategic and International Studies                 Age 69
Partner, Warburg, Pincus & Co.                                                  
(A money management firm)                                                       

Mr. Brown has been Counselor to the Center for Strategic and International      
Studies since July 1992 and a partner of Warburg, Pincus & Co. since May 1990.  
For more than five years prior to July 1992, he had been Chairman of the Foreign
Policy Institute at The Johns Hopkins University School of Advanced             
International Studies. Mr. Brown is also a Director of Cummins Engine Company,  
Inc., Evergreen Holdings, Inc., International Business Machines Corporation,    
Mattel Inc. and Philip Morris Companies Inc.                                    

Chairman of Corporate Governance and Nominating Committee and member of         
Executive, Finance and Human Resources and Compensation Committees              

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PIERRE DES MARAIS II                                         Director since 1993
President and Chief Executive Officer                                     Age 62
Unimedia Inc.                                                                   
(Editors and publishers)                                                        

Mr. Des Marais has been President and Chief Executive Officer of Unimedia Inc.  
for more than five years. He is also a Director of Hollinger Inc., Imperial Oil 
Limited, Ouimet-Cordon Bleu Inc., Rothman's Inc. and St. Lawrence Cement Inc.   

Member of Executive, Finance and Human Resources and Compensation Committees    

J. DENNIS BONNEY                                             Director since 1996
Independent Businessman                                                   Age 66

Mr. Bonney has been an independent businessman since his retirement from Chevron
Corporation in December 1995. For more than five years prior thereto, he was a  
Vice Chairman of Chevron Corporation. He is also a Director of United Meridian  
Corporation and Aeromovel USA, Inc.                                             

Member of Audit and Human Resources and Compensation Committees                 

DIRECTORS WHOSE TERMS EXPIRE IN 1998

L. DON BROWN                                                 Director since 1994
Senior Vice President, Operations/Technology                              Age 51
Coors Brewing Company                                                           
(A producer of beer and other malt beverages)                                   

Mr. Brown has been Senior Vice President, Operations/Technology of Coors Brewing
Company since August 1996. For more than five years prior thereto, he held      
various executive and senior operations positions within the Kraft Foods        
organization, most recently serving as Senior Vice President, Manufacturing and 
Engineering.                                                                    

Member of Audit and Corporate Governance and Nominating Committees              

JAMES C. HUNTINGTON, JR.                                     Director since 1993
Independent Businessman                                                   Age 69

Mr. Huntington has been an independent businessman for more than five years. He 
is also a Director of Cyprus Amax Minerals Company, Dravo Corporation and       
Westinghouse Air Brake Company.                                                 

Chairman of Finance Committee and member of Audit and Corporate Governance and  
Nominating Committees                                                           

W. LOEBER LANDAU                                             Director since 1993
Partner                                                                   Age 65
Sullivan & Cromwell                                                             
(Attorneys)                                                                     

Mr. Landau has been a partner of Sullivan & Cromwell for more than five years.  
He is also a Director of The United States Life Insurance Company.              

Member of Executive, Finance and Corporate Governance and Nominating Committees 

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DIRECTORS WHOSE TERMS EXPIRE IN 1999

ALLEN BORN                                                   Director since 1985
Chairman and Chief Executive Officer                                      Age 63
Alumax Inc.                                                                     

Mr. Born has been a Director of the Company since 1985, Chairman since April    
1993 and Chairman and Chief Executive Officer since November 1993. He was also  
Co-Chairman of Cyprus Amax Minerals Company from November 1993 to November 1995 
and Vice Chairman of that company from November 1995 to May 1996. For more than 
five years prior to November 1993, he had been Chief Executive Officer of AMAX  
Inc. ("Amax"), the Company's former parent, and also served as Chairman of that 
company from June 1988 to November 1993. Mr. Born is also a Director of Amax    
Gold Inc., AK Steel Holding Corporation and Cyprus Amax Minerals Company.       

Member of Executive and Finance Committees                                      

PAUL W. MACAVOY                                              Director since 1993
Williams Brothers Professor of Management Studies                         Age 62
Yale School of Management                                                       

Mr. MacAvoy has been Williams Brothers Professor of Management Studies at the   
Yale School of Management since January 1991 and served as Dean of such         
institution from July 1992 to July 1994. Mr. MacAvoy is also a Director of      
Lafarge Corporation.                                                            

Chairman of Executive and Human Resources and Compensation Committees and member
of Audit and Corporate Governance and Nominating Committees                     

ANNE WEXLER                                                  Director since 1994
Chairman and Chief Executive Officer                                      Age 67
The Wexler Group                                                                
(A government relations and public affairs firm)                                

Ms. Wexler has been Chairman and Chief Executive Officer of The Wexler Group for
more than five years. She is also a Director of Comcast Corporation, the Dreyfus
Index Funds, the Dreyfus Mutual Funds, NOVA Corporation, Wilshire Asset         
Management and the New England Electric System.                                 

Chairman of Audit Committee and member of Human Resources and Compensation      
Committee                                                                       

DIRECTORS' MEETINGS, COMPENSATION AND COMMITTEES                                

During 1996 the Board of Directors held ten meetings. Each Director   
attended at least 75 percent of the aggregate of (a) all meetings of the Board  
and (b) all meetings of the Committees of the Board on which such Director      
served.                                                                         

  For their services, non-employee Directors receive an annual retainer of
$20,000 and $1,000 per Board meeting attended. Non-employee Directors serving on
Board Committees are compensated at the rate of $600 per Committee meeting      
attended, with Committee Chairmen receiving an additional $1,000 per meeting    
attended.                                                                       

Non-employee Directors are eligible to defer all or a portion of the  
foregoing fees through participation in the Alumax Inc. Non-Employee Directors' 
Deferred Compensation Plan (the "DCP"). Amounts deferred under the DCP are      
credited to a participant's account in the form of shares of Common Stock of the
Company. Additional shares are credited to such account as and to the extent    
dividends are paid on the Common Stock. A distribution will be made to a        
participant upon termination of his or her directorship or, if he or she so     
elects, on any January 1 occurring thereafter in a lump sum or in installments. 
The DCP also contains a subplan that allowed certain Directors to roll over to  
the DCP certain payments from a retirement plan and a deferred compensation plan
maintained by Amax. The DCP provides for accelerated cash                       

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distributions in the event of a Change in Control (as defined) of the Company.  
The Board of Directors may suspend or discontinue the DCP at any time and may   
amend the DCP from time to time.                                                

    Under the Stock Compensation Plan, each Director who is not an employee of
the Company, its subsidiaries or affiliates is granted an option to acquire     
10,000 shares of Common Stock of the Company on the first Thursday in December  
following his or her election to the Board. The exercise price of the option is 
equal to the fair market value of the shares at the time the option is granted. 
All options granted vest at the rate of one-third per year and are exercisable  
for a period of ten years following the date of grant. Payment of the option    
exercise price may be made in cash, by delivery of shares of Common Stock       
already owned by the Director for at least six months or any combination of the 
foregoing. Special vesting provisions apply in the case of certain terminations 
of service as a non-employee Director. In addition, under current Stock         
Compensation Plan provisions, each non-employee Director serving as such on     
February 1 of each year is awarded 850 shares of Common Stock. A non-employee   
Director is entitled to defer receipt of any such shares. All shares so deferred
are credited to a deferred stock account maintained by the Company for the      
benefit of the participating non-employee Director. Account balances will be    
distributed as soon as practicable following cessation of Board service or on   
January 1 over a stated number of years after cessation of Board service.       
Distributions under the Stock Compensation Plan will be made in the form of     
whole shares of Common Stock, with a cash payment for any fractional share      
interest. The Board of Directors may discontinue the Stock Compensation Plan at 
any time or may amend it from time to time. Special vesting and cash-out        
provisions apply to options and shares granted under the Stock Compensation Plan
in the event of a Change in Control (as defined) of the Company.                

   FOR INFORMATION CONCERNING A PROPOSED AMENDMENT TO THE STOCK COMPENSATION
PLAN WHICH WOULD INCREASE THE NUMBER OF SHARES OF COMMON STOCK AWARDED ANNUALLY 
TO EACH PARTICIPANT FROM 850 SHARES TO 1,250 SHARES, SEE PAGES 24 AND 25 OF THIS
PROXY STATEMENT.                                                                

The standing Committees of the Board include, among others, the Audit 
Committee, the Human Resources and Compensation Committee and the Corporate     
Governance and Nominating Committee.                                            

The Audit Committee is comprised of Ms. Wexler (Chairman) and Messrs. 
Bonney, L. Don Brown, Huntington and MacAvoy. The principal functions of this   
Committee are to (i) recommend to the Board of Directors the independent public 
accounting firm that will conduct the annual audit of the Company's accounts;   
(ii) review the nature and scope of the audit; and (iii) review the financial   
organization and accounting practices of the Company and the qualifications and 
performance of its internal auditors and its independent auditing firm. The     
Committee also recommends to the Board of Directors policies concerning         
avoidance of employee conflicts of interest and reviews the administration of   
such policies. The Audit Committee met three times during 1996.                 

The Human Resources and Compensation Committee is comprised of Messrs.
MacAvoy (Chairman), Bonney, Harold Brown and Des Marais and Ms. Wexler. The     
principal functions of this Committee are to (i) establish, implement and       
monitor the Company's program for executive development, succession planning and
compensation of Executive Officers and certain other senior managerial employees
of the Company and (ii) perform various administrative tasks with respect to    
certain employee benefit matters. In this regard, the Committee administers the 
Long Term Plan, the Alumax Inc. 1993 Annual Incentive Compensation Plan (as     
Amended and Restated and as Further Amended on October 3, 1996) (the "Annual    
Plan") and the Alumax Inc. Deferred Compensation Plan, as such plans pertain to 
Executive Officers and certain other senior managerial employees of the Company.
During 1996, the Human Resources and Compensation Committee met five times.     

   The Corporate Governance and Nominating Committee is comprised of Messrs.
Harold Brown (Chairman), L. Don Brown, Huntington, Landau and MacAvoy. The      
principal functions of this Committee include, among other things, (i) screening
and recommending candidates for the Board of Directors of the Company; (ii)     
recommending to the Board appointments to and the responsibilities of Board     
committees; (iii) establishing procedures for evaluation of the performance of  
the Chief Executive Officer by the non-employee Directors; and (iv) considering 
matters of corporate and social responsibility and matters related to corporate 
public affairs and to the Company's relations with its various stakeholders. The
Committee will also                                                             

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consider candidates for Board membership suggested by the stockholders.         
Suggestions for candidates, accompanied by biographical material for evaluation,
may be sent to the Vice President and Corporate Secretary of the Company at its 
principal executive offices. Individuals suggested as candidates should have    
attained a position of leadership in the candidate's field of endeavor and have 
demonstrated the ability to exercise sound business judgment. A candidate must  
also indicate a willingness to attend scheduled Board and Committee meetings.   
The Corporate Governance and Nominating Committee met four times in 1996.       

   The Company's By-Laws provide that if a stockholder intends to nominate a
candidate for election as a director, the stockholder must give written notice  
of his or her intention to the Vice President and Corporate Secretary of the    
Company. The notice must be delivered or mailed to, and received at, the        
principal executive offices of the Company not less than 60 nor more than 90    
days before the date of a meeting of stockholders to be considered timely;      
provided, however, that in the event that notice to the stockholders or         
disclosure to the general public of the date of such meeting is given or made   
less than 70 days prior to the meeting, notice by a stockholder to be timely    
must be so received not later than the close of business on the tenth day       
following the day on which such notice or disclosure of the date of the meeting 
was first given or made. The notice must set forth the name and address of, and 
number and class of shares beneficially owned by, the stockholder and the       
nominee for election as a Director, the age of the nominee, the nominee's       
business experience during the past five years, any other directorships held by 
the nominee, the nominee's involvement in certain legal proceedings during the  
past five years and such other information concerning the nominee as would be   
required to be included in a proxy statement soliciting proxies for the election
of the nominee. In addition, the notice must include the consent of the nominee 
to serve as a Director of the Company if elected.                               

CERTAIN TRANSACTIONS                                                            

   W. Loeber Landau, a Director of the Company, is a Partner in the law firm
of Sullivan & Cromwell which, during 1996, rendered legal services to the       
Company and its subsidiaries.                                                   

 See also "Executive Compensation -- Executive Employment and Separation
Agreements."                                                                    

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SECURITY OWNERSHIP

PRINCIPAL STOCKHOLDERS                                                          

   The following table furnishes information as to the only persons known by
the Company to be the beneficial owners of more than five percent of the        
Company's Common Stock:                                                         

                                                                · Download Table

                                                                         PERCENT  
NAME AND ADDRESS OF                                          NO. OF     OF CLASS  
BENEFICIAL OWNER                                             SHARES    AT 12/31/96
-------------------                                          ------    -----------
                                                                                  
FMR Corp.(A)(B)............................................ 6,731,726    12.30%   
82 Devonshire Street                                                              
Boston, MA 02109                                                                  

Wellington Management Company, LLP(C)...................... 4,659,615     8.52%   
75 State Street                                                                   
Boston, MA 02109                                                                  

Sanford C. Bernstein & Co., Inc.(D)........................ 4,113,897     7.52%   
One State Street Plaza                                                            
New York, NY 10004                                                                

Norwest Corporation(E)..................................... 2,788,979     5.10%   
Norwest Center                                                                    
Sixth and Marquette                                                               
Minneapolis, MN 55479                                                             

---------------                                                                 

(A)  According to information filed by FMR Corp. ("FMR") with the SEC, FMR,     
 through its various subsidiaries, has sole voting power as to 1,041,336
shares of the Company's Common Stock, shared voting power as to 4,400 
shares, sole dispositive power as to 6,727,326 shares and shared      
   dispositive power as to 4,400 shares. Such amounts include certain shares
beneficially owned by Edward C. Johnson 3rd. See Footnote B.          

(B)  Edward C. Johnson 3rd ("E. Johnson") is Chairman of FMR and Abigail P.     
Johnson ("A. Johnson") is a director of such entity. E. Johnson, A.   
     Johnson, various family members and certain trusts form a controlling group
   with respect to FMR. See Footnote A. According to information filed by E.
     Johnson and A. Johnson with the SEC, E. Johnson has sole voting power as to
15,600 shares of the Company's Common Stock, shared voting power as to
4,400 shares, sole dispositive power as to 6,727,326 shares and shared
   dispositive power as to 4,400 shares. Such amounts included 20,000 shares
    that are owned directly by E. Johnson or are held in trusts either for the
   benefit of E. Johnson or an E. Johnson family member. A. Johnson has sole
    dispositive power with respect to 6,727,326 shares of the Company's Common
Stock.                                                                

(C)  According to information filed by Wellington Management Company, LLP       
("WMC") with the SEC, WMC, through its subsidiary, Wellington Trust   
Company, N.A., has shared voting power as to 916,600 shares of the    
     Company's Common Stock and shared dispositive power as to 4,659,615 shares.

(D)  According to information filed by Sanford C. Bernstein & Co., Inc.         
     ("Bernstein") with the SEC, Bernstein has sole voting power as to 2,291,563
 shares of the Company's Common Stock, shared voting power as to 445,051
shares and sole dispositive power as to 4,113,897 shares.             

(E)  According to information filed by Norwest Corporation ("Norwest") with the 
   SEC, Norwest and certain of its subsidiaries have sole voting power as to
   2,489,303 shares of the Company's Common Stock, shared voting power as to
3,265 shares, sole dispositive power as to 2,783,558 shares and shared
dispositive power as to 2,962 shares.                                 

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SECURITIES OWNED BY MANAGEMENT                                                  

The following table sets forth information concerning the beneficial  
ownership of Common Stock held, as of March 14, 1997, by each of the Company's  
Directors, each of the Executive Officers named in the Summary Compensation     
Table who are not directors and all Directors and Executive Officers as a group.
No Director or Executive Officer owns more than one percent of the outstanding  
Common Stock. All Directors and Executive Officers as a group are the beneficial
owners of approximately 2.0 percent of the outstanding Common Stock, including  
shares that may be acquired by them through the exercise of stock options that  
are, or within 60 days of March 14, 1997 will become, exercisable. Unless       
indicated otherwise, all shares are held directly, with each person having sole 
voting and dispositive power with respect to the Common Stock owned beneficially
by such person.                                                                 

                                                        · Enlarge/Download Table

                                                         NUMBER OF SHARES                     
                                                           BENEFICIALLY           SHARES      
                                                            OWNED AS OF         ACQUIRABLE    
                                                         MARCH 14, 1997(A)   WITHIN 60 DAYS(B)
DIRECTORS:                                               -----------------   -----------------
                                                                                              
Allen Born..............................................      211,480(C)          466,826     
J. Dennis Bonney........................................        1,850(D)                0     
Harold Brown............................................       12,760(C)(D)        10,000     
L. Don Brown............................................        3,486(D)            6,666     
Pierre Des Marais II....................................        8,788(D)           10,000     
James C. Huntington, Jr.................................        6,719(D)           10,000     
W. Loeber Landau........................................       22,363(D)           10,000     
Paul W. MacAvoy.........................................       22,077(D)           10,000     
George P. Stoe..........................................       11,741(C)           28,600     
Anne Wexler.............................................        5,295(D)            6,666     

NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS:                                               
Lawrence B. Frost.......................................       26,322(C)           52,832     
Eugene R. Greenberg.....................................        5,705                   0     
Jay M. Linard...........................................        8,966(C)                0     
All Directors and Executive Officers as a group,                                              
  including those named above (20 persons)..............      400,539             724,640     

---------------                                                                 

(A)  Includes shares allocated to the individual accounts of Executive Officers 
under the Alumax Inc. Thrift Plan for Salaried Employees.             

(B)  Represents shares that could be acquired within 60 days after March 14,    
1997 through the exercise of stock options.                           

(C)  Includes the following number of shares held indirectly in trust form:     
  86,565 for Mr. Born; 106 for Mr. Harold Brown; 3,000 for Mr. Stoe; 6,391
for Mr. Frost; and 3,397 for Mr. Linard.                              

(D)  Includes the following number of shares held under the DCP and/or the Stock
    Compensation Plan: none for Mr. Bonney; 12,654 for Mr. Harold Brown; 3,486
   for Mr. L. Don Brown; 6,088 for Mr. Des Marais; 5,019 for Mr. Huntington;
  21,863 for Mr. Landau; 21,678 for Mr. MacAvoy; and 4,795 for Ms. Wexler.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors and Executive Officers and the beneficial owners of more
than ten percent of the Company's Common Stock to file with the SEC initial     
reports of ownership and reports of changes in ownership of Common Stock and    
other equity securities of the Company. Because of the complexity of the        
reporting rules, the Company has assumed responsibility for preparing and filing
all reports required to be filed under Section 16(a) by the                     

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Directors and Executive Officers. The Company believes that during the last     
fiscal year all Section 16(a) filing requirements applicable to its Directors   
and Executive Officers were complied with, except that the Form 3 filed on      
behalf of Jay M. Linard, a Vice President of the Company, failed to include     
certain shares of Common Stock awarded to him under the Long Term Plan. Once the
omission was discovered, an amendment was promptly filed.                       

EXECUTIVE COMPENSATION

    The following table sets forth certain information concerning compensation
paid during each of the last three years to the Company's Chief Executive       
Officer and the four other most highly compensated Executive Officers of the    
Company, based on salary and bonus earned in respect of the 1996 fiscal year.   

SUMMARY COMPENSATION TABLE

                                                        · Enlarge/Download Table

                                             ANNUAL COMPENSATION                 LONG TERM COMPENSATION         
                                       --------------------------------  ---------------------------------------
                                                                         RESTRICTED   SECURITIES                
                                                           OTHER ANNUAL    STOCK      UNDERLYING     ALL OTHER  
            NAME AND                   SALARY     BONUS    COMPENSATION    AWARDS       OPTIONS     COMPENSATION
            POSITION             YEAR    ($)       ($)        ($)(A)       ($)(B)     (SHARES)(C)      ($)(D)   
            --------             ----  -------   -------   ------------  ----------   -----------   ------------
                                                                                                                
Allen Born...................... 1996  800,000   797,100      39,602      670,000       687,800       101,693   
Chairman and CEO(E)              1995  750,000   504,900           0      563,750        65,000        84,914   
                                 1994  750,000   450,000      28,443      494,563       147,200        84,766   
George P. Stoe.................. 1996  218,500   181,400     266,865      130,650        34,200        25,715   
Executive Vice President(F)      1995  190,000   133,500           0       93,500        17,400        16,012   
                                 1994  161,166   127,969           0       76,875        28,600        13,239   
Lawrence B. Frost............... 1996  235,900   156,900       7,236      100,500        20,900        43,172   
Senior Vice President and        1995  220,500   105,300           0       82,500        13,600        36,333   
Chief Financial Officer(G)       1994  199,000   122,400           0       53,813        22,000        31,898   
Eugene R. Greenberg(H).......... 1996  190,949   156,500      31,037       87,100        29,375        17,559   
Vice President                                                                                                  
Jay M. Linard(H)................ 1996  203,317   134,300           0       87,100        14,375        17,978   
Vice President                                                                                                  

---------------                                                                 

(A) "Other Annual Compensation" consists of amounts paid by the Company for     
relocation expenses and/or taxes on certain non-cash compensation. The
 dollar value of perquisites and other personal benefits for each of the
  named Executive Officers was less than established reporting thresholds,
  except for Mr. Stoe who, in 1996, received total perquisites of $63,758,
including $53,000 for club initiation fees.                           

(B)  Amounts for 1996, 1995 and 1994 represent the value attributable to        
    performance-based restricted stock units awarded under the Long Term Plan.
   Each such unit is equivalent to one share of Common Stock. The units have
 been valued using the closing price of the Common Stock on the New York
   Stock Exchange on the date of the award. At December 31, 1996, the number
  and value of the units held by the Executive Officers shown in the table
   above, using for valuation purposes the closing price of the Common Stock
on the New York Stock Exchange on such date, were as follows: Mr.     
    Born -- 59,800 units valued at $2,003,300; Mr. Stoe -- 10,300 units valued
at $345,050; Mr. Frost -- 8,100 units valued at $271,350; Mr.         
   Greenberg -- 2,600 units valued at $87,100; and Mr. Linard -- 2,600 units
valued at $87,100. Holders of restricted stock units have been granted
  dividend equivalents which entitle them to receive dividends at the same
time and at the same rate as holders of the Common Stock.             

(C) The amounts shown in this column represent the number of non-qualified stock
  options granted under the Long Term Plan, including the grant of 687,800
  non-qualified stock options to Mr. Born in December 1996 pursuant to his
 amended employment agreement. For additional information concerning Mr.
Born's employment agreement, see "Executive Employment and Separation 
Agreements."                                                          

(D) The amounts shown in this column for 1996 represent (i) Company matching    
    contributions on behalf of the named Executive Officers to the Alumax Inc.
Thrift Plan for Salaried Employees, as well as amounts credited to the
  accounts of such Executive Officers under the Alumax Inc. Excess Benefit
Plan                                                                  

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   (the "Excess Plan") described below, (ii) above market interest earned on
deferred compensation under a terminated plan, (iii) life insurance   
premiums paid by the Company on behalf of Messrs. Stoe, Greenberg and 
 Linard under the Company's group term life insurance program, and split
     dollar insurance premiums paid by the Company on behalf of Messrs. Born and
    Frost and (iv) disability insurance premiums paid by the Company on behalf
of the named Executive Officers. The table below sets forth this      
information in greater detail.                                        

                                                        · Enlarge/Download Table

                                                      ABOVE MARKET         LIFE     DISABILITY
                                    THRIFT PLAN        INTEREST ON       INSURANCE  INSURANCE 
NAME                               CONTRIBUTIONS  DEFERRED COMPENSATION  PREMIUMS    PREMIUMS 
----                               -------------  ---------------------  ---------  ----------
                                                                                              
Allen Born........................    $36,000            $    0           $51,016     $14,677 
George P. Stoe....................      9,833             5,869             4,368       5,645 
Lawrence B. Frost.................     10,616             8,402            17,180       6,974 
Eugene R. Greenberg...............      8,593                 0             3,921       5,045 
Jay M. Linard.....................      9,149                 0             3,968       4,861 

(E)  Mr. Born has an employment agreement with the Company which expires on     
   December 31, 1999 and which establishes his minimum annual base salary at
$800,000, subject to periodic review. The agreement also provides for 
grants of stock options and stock units. For additional information   
   concerning Mr. Born's employment agreement, see "Executive Employment and
Separation Agreements."                                               

(F)  Mr. Stoe resigned on March 5, 1997.                                        

(G)  Mr. Frost served as Vice President and Treasurer of the Company from       
   November 1993 to April 1994 and Senior Vice President and Chief Financial
Officer from May 1994 to February 1997. He was elected Executive Vice 
President and Chief Financial Officer of Alumax in March 1997. For    
     information concerning certain stock options and stock units granted to Mr.
   Frost pursuant to his agreement with Amax and the Company, see "Executive
Employment and Separation Agreements."                                

(H)  Mr. Greenberg and Mr. Linard each joined the Company in 1996, and each was 
elected a Vice President of Alumax in December of that year.          

EXECUTIVE EMPLOYMENT AND SEPARATION AGREEMENTS.                                 

The Company has an employment agreement with Mr. Born which became    
effective November 15, 1993 and which was amended and restated on December 5,   
1996, all as described below. The agreement, as so amended and restated,        
provides for Mr. Born's employment through December 31, 1999, unless terminated 
by either party. Among other things, in consideration of Mr. Born's waiver of a 
$5.2 million cash payment for severance and pension credit benefits due under a 
prior employment agreement with Amax, the agreement also provides for the grant 
to Mr. Born directly, and not pursuant to the Long Term Plan, of options to     
purchase 532,712 shares of Common Stock at a per share exercise price of        
$23.6115 and stock units to be paid out in the form of 113,673 shares of Common 
Stock valued at $23.6115 per share. Such options and units vest over a five-year
period beginning November 15, 1994 at the rate of 20 percent per year, but will 
vest earlier in the event of Mr. Born's death or disability (as defined) or his 
retirement at age 65 or, with the Company's approval, after age 62; a Change in 
Control (as defined) of the Company; or a termination of Mr. Born's employment  
by the Company without cause (as defined) or by Mr. Born with good reason (as   
defined). Mr. Born will forfeit all such options and units that have not vested 
if his employment is terminated by the Company for cause or by Mr. Born without 
good reason.                                                                    

    The Company also made similar awards of options and units to Mr. Frost and
to Helen M. Feeney, former Amax executives who were elected Vice President and  
Treasurer and Vice President and Corporate Secretary, respectively, of the      
Company at the time Alumax became an independent, public corporation and who    
agreed to the cancellation without payment of rights which they may have had    
under severance policies of Amax. The awards were made on terms substantially   
similar to those described in the paragraph above and provide for grants of     
options covering 51,388 shares of Common Stock and stock units for 10,962 shares
of                                                                              

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Common Stock in the case of Mr. Frost and options covering 39,250 shares of     
Common Stock and stock units for 8,374 shares of Common Stock in the case of    
Mrs. Feeney.                                                                    

     In consideration of Mr. Born's consent to extend his employment to December
31, 1999, his employment agreement, which otherwise would have expired in       
December 1996, was amended and restated on December 5, 1996. The agreement, as  
so amended and restated, establishes Mr. Born's minimum annual base salary of   
$800,000 after January 1, 1997, subject to periodic review, and also provides   
for an additional grant of options to purchase 687,800 shares of Common Stock   
under the Long Term Plan which are exercisable for a term of six years from date
of grant at the following times and prices: (i) 229,267 shares become           
exercisable on November 15, 1997, at a per share exercise price of $32.125 (the 
closing price of the Common Stock on the New York Stock Exchange on December 5, 
1996); (ii) 229,267 shares become exercisable on November 15, 1998, at a per    
share exercise price of $36.125; and (iii) the remaining 229,266 shares become  
exercisable on November 15, 1999, at a per share exercise price of $40.125. The 
additional stock options will vest earlier in the event of Mr. Born's death or  
disability (as defined); termination of Mr. Born's employment by the Company    
without cause (as defined) or by Mr. Born with good reason (as defined); or a   
Change in Control (as defined) of the Company. Mr. Born will forfeit all such   
additional stock options that have not vested if he retires before December 31, 
1999, unless the Company's Board of Directors, in its sole discretion and       
without taking into account any vote of Mr. Born, approves the immediate (or    
future) vesting of such additional options upon any such retirement; or         
termination of Mr. Born's employment by the Company with cause (as defined) or  
by Mr. Born other than with good reason (as defined).                           

The agreement with Mr. Born also provides for a supplemental pension  
benefit under the Retirement Plan for Salaried Employees of Alumax Inc. and its 
Subsidiaries (the "Pension Plan") and the Excess Plan equal to the difference   
between (a) the actual benefits to be received under such plans and (b) the     
benefits he would have received under such plans if the period from September   
15, 1981 through May 31, 1985 (when he was not an employee of Amax) were        
included in his years of credited service under these plans. To compensate Mr.  
Born for deferring his retirement and the reduced benefits resulting from such  
deferral, as well as a loss of benefits associated with Mr. Born's mandatory    
receipt of benefits under the defined benefit plans sponsored by Amax, the      
agreement with Mr. Born was amended to further provide that the Company will pay
Mr. Born the lump sum of $1,175,876 at the time of expiration of the Period of  
Employment (as defined) on December 31, 1999, in addition to, and without offset
of, the benefits otherwise payable to him. Such additional pension payment will 
be made on a prorated basis in the event of Mr. Born's death or disability (as  
defined); termination of Mr. Born's employment by the Company without cause (as 
defined) or by Mr. Born with good reason (as defined); or a Change in Control   
(as defined) of the Company. Mr. Born will forfeit the additional pension       
payment if his employment is terminated by the Company with cause (as defined)  
or by Mr. Born without good reason (as defined); or if Mr. Born retires prior to
December 31, 1999, unless the Company's Board of Directors, in its sole         
discretion, and not taking into account any vote of Mr. Born, approves such     
retirement and prorated payment of the additional pension payment.              

The employment agreement with Mr. Born provides that he will be paid  
termination compensation if his employment is terminated by the Company without 
cause (as defined) or if he terminates employment for good reason (as defined). 
Such termination compensation includes (i) a cash payment based upon Mr. Born's 
annual salary plus the target award under the Company's Annual Plan; (ii) a pro 
rata portion of certain previously granted incentive compensation awards,       
determined on the assumption that all applicable targets have been met; (iii)   
maintenance of all insurance plans in effect for Mr. Born until December 31,    
1999, or until the commencement of equivalent benefits from a new employer; and 
(iv) for a period terminating one year after the date of termination of         
employment, payment of benefits equivalent on an after-tax basis to the benefits
Mr. Born would have received under all employee benefit and executive           
compensation plans (other than stock option and incentive plans) in which he was
participating immediately prior to termination, as if he had received credit for
age and service under such plans during such period following termination. In   
the event that any such termination payment or benefits pursuant to the         
agreement (together with any payments under any other plans, policies or        
arrangements) are subject to excise tax under Federal tax laws, the Company will
increase Mr. Born's termination payment to the extent necessary to restore him  
to the same after-tax position as he would have had if the excise tax had not   
been imposed.                                                                   

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The Company has adopted a corporate separation policy applicable to   
Executive Officers (other than Mr. Born) and certain other key employees        
designated by the Chief Executive Officer that provides for termination         
compensation, but at lower amounts and for varying periods than the termination 
compensation described in the paragraph above.                                  

PENSION BENEFITS                                                                

     The Pension Plan is a defined benefit retirement plan with pensions paid in
accordance with a formula based upon final pay and service. Participants become 
entitled to accrued benefits under the Pension Plan after they complete five    
years of continuous service. Accrued benefits are determined on the basis of a  
participant's years of credited service, which includes all continuous service  
prior to his or her normal retirement date. The basic benefit formula provides  
an annual retirement allowance equal to 1 7/8 percent of the average of the     
participant's three highest annual rates of compensation prevailing on January 1
during any of the last ten years of credited service multiplied by the number of
years of credited service up to and including ten years, plus 1 3/4 percent of  
such average multiplied by the number of years of credited service over ten     
years, less certain adjustments for Social Security benefits, with a minimum    
benefit of $21 per month multiplied by the number of years of credited service. 
In those cases where the amounts payable under the Pension Plan exceed the      
annual pension limitations imposed by the Internal Revenue Code of 1986, as     
amended (the "Code"), such excess will be paid from the Excess Plan.            

    The table below shows the estimated annual retirement benefits, before any
applicable offset for Social Security benefits, that would be payable to        
participants in the Pension Plan at normal retirement (age 65) on a straight    
life annuity basis. Optional forms of benefit payments are available. Benefits  
payable under the Pension Plan are also subject to reduction to the extent that 
participants receive payments pursuant to certain Company (or Amax) sponsored   
pension or retirement plans that have been suspended, discontinued or otherwise 
terminated and in certain other circumstances. As noted above, benefits under   
the Pension Plan are limited to the extent prescribed by the Code, and any      
amounts in excess of such limitations will be paid pursuant to the Excess Plan. 
Accordingly, the amounts shown in the table reflect the aggregate of payments   
under both the Pension Plan and the Excess Plan.                                

PENSION PLAN TABLE

                                                        · Enlarge/Download Table

       HIGHEST                                       ESTIMATED ANNUAL PENSION FOR                                
     THREE-YEAR                                REPRESENTATIVE YEARS OF CREDITED SERVICE                          
       AVERAGE        -------------------------------------------------------------------------------------------
    COMPENSATION         5          10         15         20         25          30           35           40    
    ------------         -          --         --         --         --          --           --           --    
                                                                                                                 
$ 250,000............ $ 23,438   $ 46,875   $ 68,750   $ 90,625   $112,500   $  134,375   $  156,250   $  178,125
   500,000...........   46,875     93,750    137,500    181,250    225,000      268,750      312,500      356,250
   750,000...........   70,313    140,625    206,250    271,875    337,500      403,123      468,750      534,375
 1,000,000...........   93,750    187,500    275,000    362,500    450,000      537,500      625,000      712,500
 1,250,000...........  117,188    234,375    343,750    453,125    562,500      671,875      781,250      890,625
 1,500,000...........  140,625    281,250    412,500    543,750    675,000      806,250      937,500    1,068,750
 1,750,000...........  164,063    328,125    481,250    634,375    787,500      940,625    1,093,750    1,246,875
 2,000,000...........  187,500    375,000    550,000    725,000    900,000    1,075,000    1,250,000    1,425,000

    At December 31, 1996, the years of credited service under the Pension Plan
for Messrs. Born, Stoe, Frost, Greenberg and Linard were 30 years, 27 years, 24 
years, 1 year and 1 year, respectively. For purposes of determining benefits    
under the Pension Plan, covered compensation for each of these individuals      
includes the amounts shown in the "Salary" and "Bonus" columns of the Summary   
Compensation Table with certain minor adjustments.                              

The Company entered into agreements with Messrs. Frost and Stoe that  
provide for supplemental benefits under the Excess Plan as a result of the      
inclusion of certain periods of service with a prior employer, which was        
acquired by the Company in 1983, offset by benefits to be received under the    
Pension Plan and the                                                            

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pension program of such prior employer. The years of credited service under the 
Pension Plan for Messrs. Frost and Stoe, as indicated above, include these      
periods of service with such prior employer. In addition, the years of credited 
service under the Pension Plan shown above for Mr. Born includes the period from
September 15, 1981 through May 31, 1985 (when he was not an employee of Amax) as
required by the terms of his employment agreement, as discussed above.          

EXECUTIVE COMPENSATION PLANS                                                    

   The following tables show the forms and amounts of awards made to certain
persons and groups under the Company's executive compensation plans in respect  
of the 1996 fiscal year.                                                        

Option Grants in the Last Fiscal Year                                       

     The following table sets forth certain information concerning non-qualified
stock options granted by the Company to Mr. Born pursuant to his employment     
agreement and to Messrs. Frost, Greenberg, Linard and Stoe under the Long Term  
Plan during the 1996 fiscal year. The data in the column shown below relating to
the hypothetical grant date present value of stock options granted in 1996 are  
presented pursuant to SEC rules and are calculated under the modified           
Black-Scholes Model for pricing options. The Company is not aware of any model  
or formula which will determine with reasonable accuracy a present value for    
stock options based on future unknown factors. The actual amount, if any,       
realized upon the exercise of stock options will depend upon the market price of
the Company's Common Stock relative to the exercise price per share of the      
Company's Common Stock of the stock option at the time the stock option is      
exercised. There is no assurance that the hypothetical grant date present values
of the stock options reflected in this table actually will be realized.         

OPTION GRANTS IN THE LAST FISCAL YEAR 

                                                        · Enlarge/Download Table

                                         NUMBER OF     PERCENT OF                                     
                                         SECURITIES      TOTAL                                        
                                         UNDERLYING     OPTIONS      EXERCISE              GRANT DATE 
                                GRANT     OPTIONS    GRANTED TO ALL   PRICE    EXPIRATION    PRESENT  
NAME                             DATE    GRANTED(A)   EMPLOYEES(B)    ($/SH)    DATE(C)    VALUE($)(D)
----                           --------  ----------  --------------  --------  ----------  -----------
                                                                                                      
Allen Born.................... 12/05/96   229,267         17.4%       32.125    12/05/02    1,795,350 
                               12/05/96   229,267         17.4%       36.125    12/05/02    1,428,637 
                               12/05/96   229,266         17.4%       40.125    12/05/02    1,134,524 
George P. Stoe................ 12/05/96    34,200          2.6%       32.125    12/05/06      312,232 
Lawrence B. Frost............. 12/05/96    20,900          1.6%       32.125    12/05/06      190,808 
Eugene R. Greenberg........... 03/07/96    15,000          1.1%       34.250    03/07/06      161,875 
                               12/05/96    14,375          1.1%       32.125    12/05/06      131,238 
Jay M. Linard................. 12/05/96    14,375          1.1%       32.125    12/05/06      131,238 

---------------                                                                 

(A)  Options granted in 1996, excluding options granted to Mr. Born, are        
  exercisable upon vesting two years after the grant date. For information
  relating to vesting of Mr. Born's options, see "Executive Employment and
Separation Agreements."                                               

(B)  Based on 1,315,350 options granted in total during the 1996 fiscal year.   

(C)  Except for the options granted to Mr. Born, vested options are exercisable 
for ten years after the grant date, subject to earlier termination in 
certain events related to termination of employment.                  

(D)  The hypothetical present values on the grant date are calculated under the 
     modified Black-Scholes Model, which is a mathematical formula used to value
options traded on stock exchanges. This formula considers a number of 
   factors in hypothesizing an option's present value. Factors used to value
the above options include the Common Stock's expected volatility rate 
    (30.57 percent with respect to the options granted on December 5, 1996 and
   35.89 percent with respect to options granted on March 7, 1996); expected
    risk-free rate of return (6.08 percent with respect to the options granted
     on December 5, 1996 and 5.99 percent with respect to the options granted on
March 7, 1996); expected dividend yield (3.0                          

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   percent with respect to all options); projected time of exercise (7 years
    with respect to options having a ten year term and 4 years with respect to
    options having a six year term); and projected risk of forfeiture over the
   vesting period (5 percent per year or 10 percent in total with respect to
all options, with the exception of those awarded to Mr. Born, and 4.72
     percent, 9.72 percent and 14.72 percent with respect to the options awarded
    to Mr. Born which have exercise prices of $32.125, $36.125 and $40.125 and
vest on November 15, 1997, November 15, 1998 and November 15, 1999,   
respectively).                                                        

Fiscal Year-End Option Values                                               

  The following table sets forth certain information concerning the number
and value of exercisable and unexercisable stock options granted under the Long 
Term Plan at December 31, 1996 to each of the persons named in the Summary      
Compensation Table. Data with respect to Mr. Born also includes options awarded 
to him pursuant to his employment agreement and, with respect to Mr. Frost,     
options granted to him pursuant to his agreement with Amax and the Company. THE 
VALUE OF EXERCISABLE AND UNEXERCISABLE IN-THE-MONEY STOCK OPTIONS AT DECEMBER   
31, 1996 SHOWN BELOW IS PRESENTED PURSUANT TO SEC RULES. THE ACTUAL AMOUNT, IF  
ANY, REALIZED UPON EXERCISE OF STOCK OPTIONS WILL DEPEND UPON THE MARKET PRICE  
OF THE COMPANY'S COMMON STOCK RELATIVE TO THE PER SHARE EXERCISE PRICE OF THE   
STOCK OPTION AT THE TIME SUCH OPTION IS EXERCISED. THERE IS NO ASSURANCE THAT   
THE VALUES OF EXERCISABLE AND UNEXERCISABLE IN-THE-MONEY STOCK OPTIONS REFLECTED
IN THIS TABLE WILL BE REALIZED.                                                 

FISCAL YEAR-END OPTION VALUES 

                                                        · Enlarge/Download Table

                                                                                VALUE OF EXERCISABLE    
                                                   NUMBER OF SECURITIES           AND UNEXERCISABLE     
                                                  UNDERLYING EXERCISABLE            IN-THE-MONEY        
                                                  AND UNEXERCISABLE STOCK         STOCK OPTIONS AT      
                                                OPTIONS AT FISCAL YEAR-END      FISCAL YEAR-END($)(A)   
                                                ---------------------------  ---------------------------
NAME                                            EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
----                                            -----------   -------------  -----------   -------------
                                                                                                        
Allen Born.....................................   466,826        965,886      4,172,626      2,447,038  
George P. Stoe.................................    28,600         51,600        197,625         53,550  
Lawrence B. Frost..............................    52,832         55,056        456,428        237,137  
Eugene R. Greenberg............................         0         29,375              0         19,766  
Jay M. Linard..................................         0         14,375              0         19,766  

---------------                                                                 

(A)                                                           
     Based on a price of $33.50, which represents the per share closing price of
the Common Stock on the New York Stock Exchange on December 31, 1996. 

Performance-Based Restricted Stock Units Awarded in the Last Fiscal Year    

The table below indicates the number and value of performance-based   
restricted stock units (with dividend equivalents) awarded in the 1996 fiscal   
year under the Long Term Plan to each of the persons named in the Summary       
Compensation Table. Each unit is equivalent to one share of Common Stock. Units 
ordinarily vest after a ten-year service period. Accelerated vesting and payment
of all or a portion of the units may occur on completion of a three-year        
performance period ending December 31, 1998, provided that certain performance  
goals established by the Human Resources and Compensation Committee of the Board
of Directors for such period based on corporate cumulative net income are       
achieved. To the extent these goals are not met and accelerated vesting does not
occur, the units vest and will be paid out on completion of the ten-year service
period. The value attributable to units awarded in 1996 to each of the persons  
named in the Summary Compensation Table is reflected in the "Restricted Stock"  
column for 1996 of such Table.                                                  

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PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARDED IN THE LAST FISCAL YEAR

                                                        · Enlarge/Download Table

                                                                NUMBER OF          VALUE    
                                                             RESTRICTED STOCK    OF UNITS   
NAME                                                          UNITS AWARDED    AWARDED($)(A)
----                                                         ----------------  -------------
                                                                                            
Allen Born(B)...............................................      20,000          670,000   
George P. Stoe..............................................       3,900          130,650   
Lawrence B. Frost(C)........................................       3,000          100,500   
Eugene R. Greenberg.........................................       2,600           87,100   
Jay M. Linard...............................................       2,600           87,100   

---------------                                                                 

(A)  Based on a price of $33.50, which represents the per share closing price of
the Common Stock on the New York Stock Exchange on the date of award. 

(B)  Does not include data pertaining to stock units awarded to Mr. Born        
pursuant to his employment agreement. See "Executive Employment and   
Separation Agreements."                                               

(C)  Does not include data pertaining to stock units awarded to Mr. Frost       
pursuant to his agreement with Amax and the Company. See "Executive   
Employment and Separation Agreements."                                

REPORT OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE ON EXECUTIVE           
COMPENSATION                                                                    

Compensation Policies Applicable to Executive Officers                      

  The Human Resources and Compensation Committee of the Board of Directors
(the "Committee"), comprised entirely of outside Directors who are not former or
current officers or employees of the Company or any of its subsidiaries, is     
responsible for establishing, implementing, administrating and monitoring the   
Company's strategy, policies and plans for executive development, succession    
planning and compensation. The Company's strategy is to (i) attract high-caliber
managerial and technical talent at both the entry and mid-career levels to meet 
the organization's human resources needs, (ii) assess and develop such talent to
succeed to key positions throughout the Company and its subsidiaries, (iii)     
select and retain top-performing executives at the corporate level and in each  
of the subsidiaries, (iv) provide compensation opportunities that are fair and  
competitive with those provided by comparable organizations, as well as         
cost-effective and tax efficient, and (v) motivate and reward its executives    
based on corporate, subsidiary, business unit and individual annual and         
long-term business performance, strategic progress and the creation of          
stockholder value.                                                              

    In accordance with its responsibilities, at the beginning of the year, the
Committee reviews the Company's overall corporate mission, strategy and         
objectives. These form the basis both for supporting corporate, subsidiary and  
business unit annual profit plan goals which are subject to Board and Committee 
review and approval at year-start, and for Executive Officer performance        
initiatives. Based on this review, the Committee, in its sole discretion,       
determines the Company's total compensation structure for the year, including   
the elements and level of compensation opportunities and the variable portion of
"at risk" pay for performance and equity participation in light of industry     
conditions and marketplace pay levels and practices. At year-end, results       
achieved and strategic progress at the corporate, subsidiary, business unit and 
individual levels are assessed by the Committee, relative to previously approved
goals, taking into consideration prevailing economic and business conditions and
opportunities, performance by comparable organizations, and stockholder value.  

     In establishing the Company's executive compensation structure and program,
the Committee also takes into account current market data and compensation      
trends for comparable companies, evaluates corporate performance relative to a  
selected peer group, and considers the overall effectiveness of the program in  
measuring and rewarding desired performance levels.                             

     The Committee has been assisted in its review and evaluation by Pearl Meyer
& Partners, Inc., executive compensation consultants retained by the Committee  
to serve as outside experts in the discharge of its responsibilities. The       
consultants provide data to the Committee with respect to the compensation paid 
to Chief Executive Officers and other Executive Officers of comparable          
organizations as well as information on                                         

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current and evolving practices. Compensation levels for Executive Officers are  
benchmarked to the outside market utilizing information drawn from a direct     
survey conducted by the outside consultants and from proxy materials of the     
comparator companies, including (i) the three major aluminum companies that     
comprise the Standard & Poor's Aluminum Index appearing in the Common Stock     
Performance Graph, (ii) two other major aluminum businesses and (iii) other     
organizations of similar size in related industries regarded as the marketplace 
for critical management talent at Alumax. Based on this information, the        
Committee evaluates the reasonableness, fairness and competitiveness of the     
Company's executive compensation program.                                       

  Total compensation for target performance is generally positioned in the
mid-range of the comparator group with salaries and variable annual incentives  
which are below average and equity-based, long-term incentive opportunities     
which are at average. Therefore, actual annual and long-term compensation       
levels, which are based on performance relative to aggressive goals, will vary  
from year to year below and above those of the comparator group.                

The compensation program for the Company's Chief Executive Officer and
other Executive Officers is comprised of three major elements:                  

1. Base salaries:  Ranges are established relative to the competitive 
marketplace at the appropriate level. Placement within base salary ranges       
reflects the individual performance and contribution of each Executive Officer  
to the business, the level of the executive's experience and overall corporate  
financial circumstances. Base salaries are generally subject to annual review   
for adjustment by the Committee. Recommendations are provided by the Chief      
Executive Officer after an annual performance evaluation of each executive. The 
salary of the Chief Executive Officer was set pursuant to the terms of an       
employment contract which was entered into at the time the Company became an    
independent, public corporation in November 1993, was amended in December 1996  
and is described under "Executive Employment and Separation Agreements." The    
contract provides for a minimum salary that is subject to future review and     
possible upward adjustment by the Committee. The Chief Executive Officer's      
salary, which had not been adjusted since November 1993, was increased in       
December 1995 to an annual rate of $800,000, effective January 1, 1996,         
representing a total increase of 6.6 percent over three years.                  

 2. Annual incentive:  Executive Officers participate in the Annual Plan
under which annual incentive awards are generally made in cash. Each Executive  
Officer is assigned performance goals based on assigned position                
responsibilities and an annual incentive range. For the named Executive         
Officers, 1996 targeted awards ranged from 40 percent to 60 percent of base     
salary, with the latter percentage applicable only to the Chief Executive       
Officer. For 1996, performance goals included corporate net income for all      
Executive Officers and subsidiary or business unit earnings from operations for 
those Executive Officers who also have subsidiary or business unit              
responsibilities. Achievements related to individual, subsidiary and/or business
unit performance goals were included in 1996 annual incentive determinations for
Executive Officers other than the Chairman and the Executive Vice President,    
whose annual incentives are based 100 percent on corporate net income           
performance. Performance weightings for other Executive Officers ranged from 40 
percent to 50 percent on corporate net income and 50 percent to 60 percent on   
individual, subsidiary and/or business unit performance goals.                  

The Committee set highly aggressive performance goals for 1996 annual 
incentive awards, and Executive Officers, including the CEO, received annual    
incentive awards, which on average exceeded target, in recognition of Company   
performance well in excess of its financial goals. The Committee believes that  
public disclosure of the various performance and financial goals set under the  
Annual Plan in respect of the 1996 fiscal year would adversely affect the       
Company's competitive posture and, for this reason, such information has been   
omitted from this report.                                                       

   1996 was a good performance year for Alumax despite falling market prices
for aluminum. The Company generated record sales of approximately $3.2 billion  
on record aluminum shipments of approximately 1.1 million metric tons. While    
operating earnings declined, primarily due to lower aluminum prices and higher  
raw material costs, net earnings for 1996 totalled $250.0 million as compared to
net earnings of $237.4 million for 1995. The 1996 and 1995 results represent the
Company's third and fourth most profitable years since its incorporation in     
1973. Total stockholders' equity exceeded $1.6 billion at December 31, 1996, up 
almost                                                                          

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50 percent since the Company became an independent, public corporation. Alumax  
also reduced its ratio of total debt to invested capital from 38 percent at     
year-end 1995 to 30 percent at year-end 1996.                                   

     3. Equity participation:  Grants in the form of stock options and long-term
performance-based stock awards are designed to strengthen the coincidence of    
interest of Executive Officers and the Company's stockholders in the Company's  
growth in real value over the long term. Stock options, which were awarded to   
Executive Officers under the Long Term Plan, are exercisable, subject to        
vesting, for ten years from date of grant and vest 100 percent two years from   
date of grant, after which they are exercisable during the remaining eight years
of future service.                                                              

Stock option grants are generally made annually to Executive Officers,
including the Chief Executive Officer, at option prices equal to 100 percent of 
fair market value at the date of grant. Stock option grants, as well as         
long-term performance related stock award opportunities granted to Executive    
Officers, are made by the Committee on a discretionary basis within a guideline 
range that takes into account the position responsibilities of each individual  
Executive Officer and competitive practice. Such grants reflect the relative    
value of the individual's position, as well as the current performance,         
continuing contribution and prospective impact of the Executive Officer on the  
Company's future success and creation of long term stockholder value. The       
Committee does not consider stock holdings, prior option grants or the          
appreciation thereon when making future option award determinations.            

    Long-term performance-related stock ownership opportunities, which provide
executives with an immediate "at risk" equity interest in the Company, are      
generally granted annually to Executive Officers, including the Chief Executive 
Officer, under the Company's Long Term Plan, with such grants in the form of    
performance-based restricted stock units with dividend equivalents ("PARS").    
All, a portion or none of the PARS may be earned out earlier than their ten year
vesting period in shares of Common Stock upon completion of successive          
three-year performance periods to the extent that predetermined objectives have 
been attained. The Committee established corporate cumulative net income        
objectives for the performance period ending December 31, 1998 in connection    
with PARS awards made in March 1996. The Committee believes, however, that      
public disclosure of such forecast results would adversely affect the Company's 
competitive posture and, for this reason, such information has been omitted from
this report. Such awards may be deferred, accelerated or otherwise adjusted in  
the sole discretion of the Committee based on strategic and comparative         
performance assessment or other factors deemed relevant by the Committee. As an 
incentive for the Executive Officers to remain in the employ of the Company,    
earnout of those shares not accelerated by performance, if any, is contingent   
upon completion of an additional seven years of future service. Such shares may 
be delivered on an accelerated basis or forfeited as determined by the Committee
in the event of certain terminations.                                           

  Like stock option grants, PARS awards are made by the Committee within a
guideline range that takes into account the position responsibilities, current  
performance and future potential of each individual Executive Officer, including
the Chief Executive Officer, and competitive practice. The Committee does not   
consider stock holdings, prior option and PARS grants or the appreciation       
thereon when making PARS award determinations.                                  

Tax Considerations                                                          

As noted above, the Company's executive compensation strategy is to be
cost-effective and tax efficient. Section 162(m) of the Code limits the tax     
deduction to $1 million for compensation paid to the named proxy officers unless
certain requirements are met. One of the requirements is that compensation over 
$1 million must be based upon attainment of performance goals approved by       
stockholders. The Annual Plan and the Long Term Plan, which were approved by    
stockholders at the 1995 Annual Meeting, are designed to meet these             
requirements. The Committee's policy is to preserve corporate tax deductions    
attributable to the compensation of certain executives while maintaining        
flexibility to approve, when appropriate, compensation arrangements which it    
deems to be in the best interests of the Company and its stockholders, but which
may not always qualify for full tax deductibility.                              

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Basis for the Compensation of the Chief Executive Officer                   

The Chief Executive Officer participates in the Company's executive   
compensation program discussed above on substantially the same basis as other   
participants. It should be noted that all the Executive Officers of the Company,
including the Chief Executive Officer, participate in the same program for base 
salary, annual incentive and stock option grants as middle and lower-level      
management, professional and salaried employees of the Company and its          
subsidiaries.                                                                   

Approximately 66 percent of the Chief Executive Officer's total       
compensation at target performance is based on corporate financial performance  
as measured by annual and long-term net income and on total return to           
stockholders as measured by stock price appreciation.                           

    The Chief Executive Officer was employed by Alumax's predecessor, Amax. He
became employed by Alumax at the time it became an independent, public          
corporation under an employment agreement entered into in November 1993 and     
amended in December 1996, the terms of which are described separately under     
"Executive Employment and Separation Agreements." As noted earlier, the Chief   
Executive Officer's salary from Alumax is determined under his employment       
contract. That contract permitted him also to serve as Vice Chairman of the     
Board of Cyprus Amax Minerals Company until November 1996 and took into account 
the compensation received from Cyprus Amax Minerals Company until such date.    

Under the Chief Executive Officer's leadership in 1996, Alumax met or 
exceeded its objectives and took further steps to position the Company as a     
major factor in the aluminum industry. During 1996, significant progress was    
made in implementing the Company's strategic plan to strengthen its balance     
sheet, enhance stockholder value and position the Company for future growth. In 
addition to the acquisition of Cressona Aluminum Company in January 1996, asset 
dispositions totalled $495.9 million for the year and generated after-tax gains 
of $140.4 million. These transactions, coupled with the acquisition of Cressona,
have served to reduce the Company's exposure to the domestic building and       
construction market and increase its presence in the higher growth              
transportation and distribution sectors.                                        

  As previously indicated, the Chief Executive Officer's salary, which had
not been adjusted since 1993, was increased in December 1995 to an annual rate  
of $800,000, effective January 1, 1996. With respect to 1996, he received an    
annual incentive award of $797,100 in recognition of the Company's strong       
performance. PARS were granted at guideline levels. In addition, the Chief      
Executive Officer received a special "Additional Option" grant in consideration 
of his agreement to extend his employment to December 31, 1999. The Additional  
Option grant of 687,800 shares has a six-year term, vests at the rate of        
one-third per annum and is exercisable as to one-third at $32.125 per share (the
closing price of the Common Stock on the New York Stock Exchange at the date of 
grant), one-third at a premium of $4.00 per share and one-third at a premium of 
$8.00 per share over the closing price at date of grant.                        

    As the Company moves forward in its efforts to create stockholder value in
the years ahead, the Committee will continue to review, monitor and evaluate the
Company's program for executive compensation to assure that it is internally    
effective in support of the Company's strategy, is competitive in the           
marketplace to attract, retain and motivate the talent needed to succeed, and   
appropriately rewards performance on behalf of the Company's stockholders.      

Members of the Human Resources and Compensation Committee:            

Paul W. MacAvoy, Chairman                                             
J. Dennis Bonney                                                      
Harold Brown                                                          
Pierre Des Marais II                                                  
Anne Wexler                                                           

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COMMON STOCK PERFORMANCE GRAPH

   The following graph compares the cumulative total return on $100 invested
on November 4, 1993 in each of the Common Stock of the Company, the Standard &  
Poor's 500 Index and the Standard & Poor's Aluminum Index. The return of the    
Standard & Poor's indices is calculated assuming reinvestment of dividends. The 
Company has not paid any Common Stock dividends to date. The graph covers a     
period commencing November 4, 1993, when the Company's Common Stock began       
trading on the New York Stock Exchange on a "when issued" basis. The stock price
performance shown on the graph below is not necessarily indicative of future    
price performance.                                                              

                                                                · Download Table

                                               Standard &       Standard &  
         Measurement Period                    Poor's 500         Poor's    
        (Fiscal Year Covered)  Alumax Inc.       Index        Aluminum Index
                                                                            
11/4/93                                100.00         100.00          100.00
12/31/93                               116.20         102.20          103.50
12/31/94                               153.40         103.50          126.90
12/31/95                               165.50         142.40          156.40
12/31/96                               181.00         160.00          188.10

2.  RATIFICATION OF SELECTION OF AUDITORS 

  On the recommendation of its Audit Committee, the Board of Directors has
selected the independent accounting firm of Coopers & Lybrand L.L.P. ("C&L") to 
audit the accounts of the Company for fiscal year 1997. C&L has acted as        
auditors for the Company since November 1986, and it is recommended by the Board
of Directors that stockholders ratify its selection. Although not required to do
so, the Board is submitting the selection of this firm for ratification by the  
Company's stockholders to ascertain their views. The Board of Directors will    
review its selection if this Proposal is not approved by the stockholders.      

   Neither the firm of C&L nor any of its partners has a direct, or material
indirect, financial interest in the Company or any of its subsidiaries.         
Representatives of the firm of C&L will be present at the 1997 Annual Meeting   
with the opportunity to make a statement if they desire to do so and will be    
available to reply to stockholders' inquiries.                                  

 The favorable vote of the holders of a majority of the shares of Common
Stock represented at the Meeting in person or by proxy is needed to approve this
Proposal 2.                                                                     

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THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS 
PROPOSAL, AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE 
CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.                       

3.  APPROVAL OF AN AMENDMENT TO THE ALUMAX INC. 1993
LONG TERM INCENTIVE PLAN (AS AMENDED AND RESTATED 
AND AS FURTHER AMENDED ON OCTOBER 3, 1996)

The Long Term Plan is designed to enable the Company to offer salaried
employees of the Company and its designated subsidiaries stock and other equity 
incentives to attract, retain and reward such employees and to strengthen the   
mutuality of interests between employees and the Company's stockholders. The    
total number of shares of Common Stock originally authorized and available for  
issuance in connection with awards made under the Long Term Plan was 3.0        
million. This reserve was increased by 960,129 shares in December 1996 without  
any action by the Board of Directors or the stockholders pursuant to a provision
in the Long Term Plan that allows for increases in such reserve to the extent   
there occur certain increases in the number of issued and outstanding shares of 
Common Stock. As of March 31, 1997, of the 3,960,129 shares of Common Stock     
presently authorized and available for issuance under the Long Term Plan,       
234,150 shares have been issued as a result of the exercise of non-qualified    
stock options, 48,650 shares have been issued on payment of performance-based   
restricted stock units, 2,709,325 shares were the subject of outstanding and    
unexercised, non-qualified stock options, 192,130 were the subject of           
outstanding performance-based restricted stock unit awards, and 775,874 shares  
were available for issuance in connection with future awards.                   

     As noted above, the Long Term Plan is structured to allow the Company broad
discretion in creating equity incentives to assist the Company in attracting,   
retaining and motivating salaried employees for the successful conduct of its   
business. The Board of Directors believes that the remaining shares of Common   
Stock under the Long Term Plan are not sufficient to accomplish these purposes. 
Therefore, the Board is proposing, subject to stockholder approval, to authorize
an additional 1,250,000 shares of Common Stock for issuance under the Long Term 
Plan. These 1,250,000 shares, along with the 3,677,329 shares already reserved  
and subject to the Long Term Plan, would represent an amount equal to           
approximately 9.0 percent of the shares of Common Stock issued and outstanding  
as of March 31, 1997.                                                           

     Except for the proposed increase in the number of shares of Common Stock to
be reserved for issuance under the Long Term Plan, all other material features  
of the Long Term Plan, as described below, would remain unaffected by the       
proposed amendment.                                                             

     The following summary of the Long Term Plan does not purport to be complete
and is qualified by reference to the full text thereof. A copy of the Long Term 
Plan is available upon written request to the attention of the Vice President   
and Corporate Secretary at the principal executive offices of the Company.      

Summary of the Long Term Plan                                               

  Salaried employees of the Company and its subsidiaries at certain salary
grade levels (approximately 400 persons) and all current Executive Officers of  
the Company (11 persons) are eligible to be granted awards under the Long Term  
Plan. The awards may be in different forms, including stock options, stock      
appreciation rights, restricted stock, restricted stock units and bonus stock or
other awards in lieu of cash obligations. Stock options granted under the Long  
Term Plan may be incentive stock options within the meaning of Section 422 of   
the Code or non-qualified stock options. The grant or vesting of awards under   
the Long Term Plan may be based on the achievement of performance objectives.   
Any stock options granted to eligible employees under the Long Term Plan will be
at an exercise price of 100 percent of the fair market value of the shares (or  
its equivalent if granted in substitution for other awards under the Long Term  
Plan or another compensation plan of the Company) on the date of grant and      
generally will vest two years thereafter, unless otherwise determined by the    
Committee. Non-qualified stock options and performance-based restricted stock   
units represent the only forms of awards made under the Long Term Plan to date. 

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The Long Term Plan is administered by the Committee, which designates 
participants, including those participants whose total compensation may exceed  
$1 million in the taxable year and who are designated by the Committee to be    
"covered employees" (as such term is used in Section 162(m) of the Code) (the   
"Designated Participants"), and, where appropriate, at the beginning of each    
performance period, establishes performance objectives, sets target performance 
awards and establishes award pools. Quantitative business performance objectives
that may be established by the Committee under the Long Term Plan for Company,  
subsidiary or business unit performance in determining grants and award pools   
payable to Designated Participants are operating profits before interest expense
and taxes, pretax profits, net income, earnings per share, return on average    
equity, return on invested capital and/or cash flow. As promptly as practicable 
following the end of each performance period, the Committee determines whether  
and the extent to which applicable performance objectives have been achieved and
the performance awards that correspond to such achievement. Except as provided  
below, the Committee may adjust the amount of awards payable up or down based on
its assessment of the Company's business strategy, performance of comparable    
businesses, economic and business conditions, and other circumstances. Awards   
are paid out after the aforementioned determinations have been made by the      
Committee. Participants are allowed to defer the receipt of awards. If a        
participant ceases to be employed by the Company or a participating subsidiary  
prior to the end of a performance period, the extent to which a performance     
award shall be deemed to have been earned shall be determined by the Committee  
in its sole discretion. The Board of Directors may amend, alter, suspend,       
discontinue or terminate the Long Term Plan or the Committee's authority to     
grant awards under the Long Term Plan at any time, except that any such action  
shall be subject to stockholder approval if required by law or the rules of any 
stock exchange on which the Company's Common Stock may then be listed. In the   
event of a Change in Control (as defined) of the Company, all awards granted    
under the Long Term Plan become immediately vested and employees become entitled
to surrender their awards in exchange for cash payments generally based on the  
value of the Common Stock at the time of the Change in Control.                 

    Other provisions of the Long Term Plan notwithstanding, the Committee may,
in its discretion, reduce the amount of awards payable to a Designated          
Participant for a specified performance period; however, the Committee may not  
exercise discretion to increase the amount of an award or to modify the         
performance objectives or terms and conditions of any award so as to increase   
the benefit of such award for a Designated Participant for a specified          
performance period.                                                             

For purposes of the Long Term Plan, a "Change in Control" is generally
defined to mean (a) a person's or group's being or becoming the beneficial owner
of more than 20 percent of the combined voting power of the Company's voting    
securities (subject to limited exceptions); (b) a change in the Board's         
membership during any period of two consecutive years such that the members     
serving at the beginning of such period, together with members elected or       
nominated by vote of two-thirds of the then-serving members who were also       
serving at the beginning of such period ("Continuing Directors"), cease to      
constitute a majority of the Board; (c) certain mergers, consolidations,        
recapitalizations, reorganizations, reverse stock splits, or similar            
transactions substantially reducing the percentage of voting power held by      
pre-existing stockholders of the Company; (d) a liquidation or dissolution of   
the Company or sale or disposition of all or substantially all of the assets of 
the Company; or (e) any other event which the Committee (by a majority vote of  
the members who are Continuing Directors) determines constitutes a Change in    
Control. This definition is subject to certain exceptions, including the right  
of the Committee (by a majority vote of the members who are Continuing          
Directors) to determine that a Change in Control shall be deemed to have not    
occurred.                                                                       

     The total number of shares of Common Stock currently reserved and available
for issuance in connection with awards is 3,677,329, but will be increased under
the terms of this plan by ten percent of the number of shares of Common Stock   
issued after the effective date of the Long Term Plan otherwise than pursuant to
this or any other compensation or benefit plan of the Company. During any period
of five consecutive years, an eligible employee shall be subject to a maximum   
grant limit of 900,000 shares with respect to each of the following types of    
awards that may be granted under the Long Term Plan: options, stock appreciation
rights, restricted stock, restricted stock units, bonus stock or other awards in
lieu of cash obligations and any other form of award. In addition, during any   
calendar year an eligible employee shall be subject to an aggregate grant limit 
of $3 million with respect to bonus stock or other awards in lieu of cash       
obligations and any other                                                       

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form of award other than options, stock appreciation rights, restricted stock or
restricted stock units. Except for the automatic increase that occurred in      
December 1996 pursuant to the terms and provisions of the Long Term Plan, the   
total number of shares authorized for issuance under the Long Term Plan has not 
been increased since the original adoption of the Long Term Plan by Amax, as    
sole stockholder of the Company, in 1993.                                       

The tables captioned "Option Grants in the Last Fiscal Year" and      
"Performance-Based Restricted Stock Units Awarded in the Last Fiscal Year"      
indicate the number of non-qualified stock options and restricted stock units   
awarded to certain persons under the Long Term Plan during the 1996 fiscal year.
The table below sets forth the number and value of performance-based restricted 
stock units with dividend equivalents (PARS) awarded in March 1997 under the    
Long Term Plan to each of the persons named in the Summary Compensation Table,  
to all current Executive Officers as a group and to all other key employees.    
Because grants of awards under the Long Term Plan are discretionary, it is not  
presently possible to determine, if stockholder approval of the amendment to the
Long Term Plan is obtained, whether additional awards will be made during the   
remainder of 1997, who might receive such awards or what form or forms such     
awards may take.                                                                

                                                        · Enlarge/Download Table

                                                                NUMBER OF          VALUE    
                                                             RESTRICTED STOCK    OF UNITS   
NAME                                                          UNITS AWARDED    AWARDED($)(A)
----                                                         ----------------  -------------
                                                                                            
Allen Born..................................................       17,500          660,625  
George P. Stoe..............................................            0                0  
Lawrence B. Frost...........................................        5,750          217,063  
Eugene R. Greenberg.........................................        2,875          108,531  
Jay M. Linard...............................................        2,875          108,531  
All Current Executive Officers as a Group (11 persons)......       45,150        1,704,413  
All Other Key Employees (15 persons)........................       20,200          762,550  

---------------                                                                 

(A)     Based on a price of $37.75, which represents the per share closing      
       price of the Common Stock on the New York Stock Exchange on the date of
award.                                                          

   The above units vest after a ten-year service period. Accelerated vesting
and payment of all or a portion of such units may occur upon completion of a    
three-year performance period ending December 31, 1999, provided that certain   
performance goals established by the Committee for such period based upon       
corporate cumulative net income are achieved. To the extent these goals are not 
attained and accelerated vesting does not occur, the units will vest and be paid
out on completion of the ten-year service period. Participants are allowed to   
defer receipt of awards. Each restricted stock unit is equivalent to one share  
of Common Stock. On March 31, 1997, the reported closing price of the Common    
Stock on the New York Stock Exchange was $34.625 per share.                     

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    The following table sets forth certain information regarding the number of
shares earned in February 1997 by each of the persons named in the Summary      
Compensation Table, by all current Executive Officers as a group and by all     
other key employees on payment of restricted stock units awarded under the Long 
Term Plan in connection with, and upon completion of, the three-year performance
period ended December 31, 1996.                                                 

                                                        · Enlarge/Download Table

                                                                                 VALUE OF   
                                                                NUMBER OF      SHARES EARNED
NAME                                                          SHARES EARNED       ($)(A)    
----                                                         ----------------  -------------
                                                                                            
Allen Born..................................................       19,300          687,563  
George P. Stoe..............................................        3,000          106,875  
Lawrence B. Frost...........................................        2,100           74,813  
Eugene R. Greenberg.........................................            0                0  
Jay M. Linard...............................................            0                0  
All Current Executive Officers as a Group (11 persons)......       28,400        1,011,750  
All Other Key Employees (14 persons)........................       23,950          853,219  

---------------                                                                 

(A)    Based on a price of $35.625, which represents the per share closing    
        price of the Common Stock on the New York Stock Exchange on the date the
above shares were earned.                                       

    Under the Code and regulations currently promulgated thereunder, the grant
of an award under the Long Term Plan (other than a grant of cash or of          
unrestricted stock) generally is not taxable to the recipient at the time of    
grant. An employee may elect, however, to recognize income as of the date of    
grant of restricted stock in an amount equal to the excess of (1) the fair      
market value of the restricted stock on the date of grant over (2) the price, if
any, paid for the restricted stock. Such employee will not recognize a loss for 
tax purposes in the event of a subsequent forfeiture of the shares.             

     Shares received in settlement of a restricted stock unit award are taxed as
ordinary income to the recipient when received, and are not eligible upon grant 
for the election described above with respect to restricted stock. The entire   
amount of cash received as a grant or settlement of an award under the Long Term
Plan is taxed as ordinary income to the recipient when received. If a           
non-qualified stock option is exercised, the difference between the option price
and the fair market value of the shares on the income recognition date is taxed 
as ordinary income to the optionee as of such income recognition date. For these
purposes, the income recognition date is generally the date of exercise or      
settlement of the award. An employee who receives stock upon the exercise of or 
in settlement of any other award under the Long Term Plan recognizes income in  
the amount of the fair market value of such stock on the income recognition date
over the amount, if any, paid with respect to the award.                        

  If an option is granted which is designated as an incentive stock option
("ISO") under Section 422 of the Code, an optionee will not recognize any income
upon the exercise of such option prior to termination of employment or within   
specified periods thereafter. However, the option spread on the date of exercise
will constitute an item of tax preference which may cause the optionee to be    
subject to the alternative minimum tax. If the optionee does not dispose of the 
shares received upon exercise of an ISO within two years after the option grant 
and one year after exercise, any gain recognized by the optionee on the sale or 
exchange of the shares is treated as a long-term capital gain (rather than      
ordinary income).                                                               

   In most cases, the basis in shares acquired under the Long Term Plan will
be equal to the fair market value of the shares on the employee's income        
recognition date, and the holding period for determining gains and losses on a  
subsequent disposition of such shares will begin on such date.                  

    As a general rule, the Company or one of its subsidiaries will be entitled
to a deduction for Federal income tax purposes at the same time and in the same 
amount that an employee recognizes ordinary income (but not long-term capital   
gain) with respect to awards under the Long Term Plan, to the extent such income
is considered reasonable compensation under the Code. However, Section 162(m)   
limits to $1 million the annual tax deduction that the Company and its          
subsidiaries can take with respect to the compensation of each of certain       
Executive Officers unless the compensation qualifies as "performance-based" or  
certain other                                                                   

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exemptions apply. The Long Term Plan is intended to satisfy the exception for   
"performance-based" compensation. In addition, neither the Company nor any      
subsidiary will be entitled to a deduction with respect to payments to certain  
employees which are contingent upon a Change in Control if such payments are    
deemed to constitute "excess parachute payments" pursuant to Section 280G of the
Code and do not qualify as reasonable compensation pursuant to that section;    
such payments will also subject the recipients to a 20 percent excise tax.      

 The favorable vote of the holders of a majority of the shares of Common
Stock represented at the 1997 Annual Meeting in person or by proxy is needed to 
approve this Proposal 3.                                                        

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS 
PROPOSAL, AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE 
CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.                       

4.  APPROVAL OF AN AMENDMENT TO THE ALUMAX INC. 
NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN 
(AS AMENDED ON OCTOBER 3, 1996) 

 On March 6, 1997, the Board of Directors amended the Stock Compensation
Plan, subject to stockholder approval, to increase the annual award of the      
Company's Common Stock to each participating non-employee Director from 850     
shares to 1,250 shares. The amendment is intended to aid the Company in         
attracting, retaining and compensating highly qualified individuals who are not 
employees of the Company for service as members of the Board of Directors and to
align further the interests of the Directors with those of stockholders through 
increased levels of stock ownership. The amendment also ensures that the        
Company's compensation practices with respect to non-employee Directors remain  
competitive with those of other public corporations.                            

   The dollar value of future benefits that will be received by non-employee
Directors as a result of the amendment is not determinable at this time since it
is dependent upon the value of the Common Stock on the date the shares are      
awarded to the Directors. However, the following table shows the dollar value of
the benefits which would have been received by these persons if the amendment   
had been in effect at the time of the last award on February 3, 1997. If the    
stockholders approve the proposed amendment to the Stock Compensation Plan, an  
additional 400 shares of Common Stock in respect of the February 1997 award will
be issued or credited to each non-employee Director's deferred stock account as 
soon as reasonably practicable following the 1997 Annual Meeting.               

NEW PLAN BENEFITS 

ALUMAX INC. NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN 
(AS AMENDED ON OCTOBER 3, 1996) 

                                                        · Enlarge/Download Table

                                                               AGGREGATE      AGGREGATE  
                                                               NUMBER OF       VALUE OF  
GROUP                                                        SHARES AWARDED  AWARDS($)(A)
-----                                                        --------------  ------------
                                                                                         
All Non-Employee Directors (8 persons)......................     10,000        363,750   

---------------                                                                 

(A)     Based on a price of $36.375, which represents the per share closing     
       price of the Common Stock on the New York Stock Exchange on the assumed
date of award.                                                  

   Except for the proposed increase in the annual award of Common Stock, all
other material features and provisions of the Stock Compensation Plan, as       
described on page 5, would remain unaffected by the proposed amendment. For a   
description of the tax consequences upon the award and exercise of a            
non-qualified stock option, see page 23 of this Proxy Statement.                

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 The favorable vote of the holders of a majority of the shares of Common
Stock represented at the Meeting in person or by proxy is needed to approve this
Proposal 4.                                                                     

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS 
PROPOSAL, AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE 
CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.                       

5.  OTHER MATTERS 

    The Board of Directors is not aware of any other matters that may properly
come before the Meeting. Should any such matters arise, however, it is the      
intention of the persons named in the enclosed form of proxy to vote said proxy 
in accordance with their judgment on such matters.                              

     The Company's By-Laws require advance notice for any business to be brought
before a meeting of stockholders. In general, for business to be properly       
brought before an annual meeting by a stockholder, written notice of the        
stockholder proposal must be received by the Vice President and Corporate       
Secretary of the Company not less than 60 days nor more than 90 days prior to   
the date of the meeting; provided, however, that in the event that notice to the
stockholders or disclosure to the general public of the date of such meeting is 
given or made less than 70 days prior to the meeting, notice by a stockholder to
be timely must be so received not later than the close of business on the tenth 
day following the day on which such notice or disclosure of the date of the     
meeting was first given or made. The stockholder's notice to the Vice President 
and Corporate Secretary must contain a brief description of the business to be  
brought before the meeting and the reasons for conducting such business at the  
meeting, as well as certain other information. Additional information concerning
the advance notice requirement and a copy of the Company's By-Laws may be       
obtained from the Vice President and Corporate Secretary of the Company at the  
address indicated above.                                                        

PROPOSALS FOR 1998 ANNUAL MEETING 

The date of the next Annual Meeting of Stockholders following the 1997
Annual Meeting is expected to be May 28, 1998. A stockholder who intends to     
present a proposal at that Annual Meeting must submit the written text of the   
proposal so that it is received by the Company at its principal executive       
offices no later than December 10, 1997, in order for the proposal to be        
considered for inclusion in the Company's Proxy Statement for that Meeting.     

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LOGO

5655 PEACHTREE PARKWAY - NORCROSS, GEORGIA 30092-2812 - (770) 246-6600

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                                                            APPENDIX A

 ALUMAX INC.

--------------------------------------------------------------------------------

 1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED
 AS FURTHER AMENDED ON OCTOBER 3, 1996

--------------------------------------------------------------------------------

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 ALUMAX INC.
--------------------------------------------------------------------------------

 1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED
 AS FURTHER AMENDED ON OCTOBER 3, 1996

--------------------------------------------------------------------------------

                                                              Page

1.   Purpose........................................................   1        

2.   Definitions....................................................   1        

3.   Administration.................................................   3        

a.   Authority of the Committee................................   3   
b.   Manner of Exercise of Committee Authority.................   3   
c.   Limitation of Liability...................................   3   
d.   Performance-Based Awards to "Designated Participants".....   3   

4.   Stock Subject to Plan..........................................   4        

5.   Eligibility....................................................   4        

6.   Specific Terms of Awards.......................................   4        

a.   General...................................................   4   
b.   Options...................................................   5   
c.   Stock Appreciation Rights.................................   5   
d.   Restricted Stock..........................................   6   
e.   Deferred Stock (Restricted Stock Units)...................   7   
f.   Bonus Stock and Awards in Lieu of Cash Obligations........   7   
g.   Dividend Equivalents......................................   7   
h.   Other Stock-Based Awards..................................   8   
i.   Performance Awards........................................   8   

7.   Certain Provisions Applicable to Awards........................   9        

a.   Stand-Alone, Additional, Tandem and Substitute Awards.....   9   
b.   Performance Conditions....................................  10   
c.   Term of Awards............................................  10   
d.   Form of Payment Under Awards; Deferrals...................  10   
e.   Rule 16b-3 Compliance.....................................  10   

8.   Change in Control..............................................  11        

a.   Definition of "Change in Control".........................  11   
b.   Definition of "Change in Control Stock Value".............  13   
c.   Definition of "Change in Control Settlement Value"........  14   
d.   Acceleration and Cash-Out Upon a Change in Control........  14   
e.   No Non-Exempt Section 16(b) Purchases Triggered...........  15   

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 ALUMAX INC.
--------------------------------------------------------------------------------

 1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED
 AS FURTHER AMENDED ON OCTOBER 3, 1996

--------------------------------------------------------------------------------

                                                              Page

9.  General Provisions.............................................   15        

a.   Compliance With Legal and Other Requirements.............   15   
b.   Limits on Transferability; Beneficiaries.................   15   
c.   Adjustments..............................................   16   
d.   Taxes....................................................   16   
e.   Changes to the Plan and Awards...........................   16   
f.   Limitation on Rights Conferred Under Plan................   17   
g.   Unfunded Status of Awards; Creation of Trusts............   17   
h.   Nonexclusivity of the Plan...............................   17   
i.   Payments in the Event of Forfeitures; Fractional Shares..   17   
j.   Governing Law; Arbitration...............................   17   
k.   Effective Date; Plan Termination.........................   18   

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 ALUMAX INC.

 1993 LONG TERM INCENTIVE PLAN AS AMENDED AND RESTATED

  1. Purpose. The purpose of this 1993 Long Term Incentive Plan as
Amended and Restated (the "Plan") is to assist Alumax Inc. (the "Company") and  
its subsidiaries in attracting, retaining, and rewarding high caliber employees,
enabling such employees to acquire or increase a proprietary interest in the    
Company in order to strengthen the mutuality of interests between such employees
and the Company's stockholders, and providing such employees with performance   
incentives to expend their maximum efforts in the creation of long term         
shareholder value.                                                              

     2. Definitions. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock 
granted as a bonus or in lieu of other awards, Dividend Equivalents, Other      
Stock-Based Awards and Performance Awards, are set forth in Section 6 of the    
Plan. Such awards, together with any other right or interest granted to a       
Participant under the Plan, are termed "Awards." The definitions of terms       
relating to a Change in Control of the Company are set forth in Section 8 of the
Plan.                                                                           

   For purposes of the Plan, the following additional terms shall be
defined as set forth below:                                                     

       (a) "Board" means the Company's Board of Directors.

              (b) "Beneficiary" with respect to members of the Executive
  Group means the person, persons, trust or trusts which have been
 designated by the Participant in his or her most recent written
        beneficiary designation filed with the Company to receive the benefits
    specified under this Plan in the event of the Participant's death;
   Beneficiary with respect to all other Participants shall mean the
    person, persons, trust or trusts which have been designated by the
  Participant in his or her most recent beneficiary designation to
         receive the benefits specified under the Company's Group Life Insurance
Plan. In either case, if there is no designated Beneficiary or
   surviving designated Beneficiary, then Beneficiary shall mean the
  person, persons, trust or trusts entitled by will or the laws of
descent and distribution to receive such benefits.            

                 (c) "Cause" with respect to the forfeiture under the terms of
      Award agreements in event of termination of employment means (i) the
        willful and continued failure by the Employee to perform substantially
 his or her duties with the Company (other than any such failure
    resulting from the Employee's incapacity due to physical or mental
illness) after a written demand for substantial performance is
        delivered to the Employee by the Chairman of the Board of Directors or
       the President of the Company which specifically identifies the manner
  in which the Employee has not substantially performed his or her
         duties, (ii) the willful engagement by the Employee in conduct which is
       not authorized by the Board of Directors of the Company or within the
        normal course of the Employee's business decisions and is known by the
    Employee to be materially detrimental to the best interests of the
        Company or any of its subsidiaries, or (iii) the willful engagement by
        the Employee in illegal conduct or any act of serious dishonesty which
     adversely affects, or, in the reasonable estimation of the Board of
     Directors of the Company, could in the future adversely affect, the
       value, reliability or performance of the Employee to the Company in a
         material manner. Any act, or failure to act, based upon authority given
        pursuant to a resolution duly adopted by the Board of Directors of the
      Company or based upon the advice of counsel for the Company shall be
 conclusively presumed to be done, or omitted to be done, by the

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  Employee in good faith and in the best interests of the Company.
   Notwithstanding the foregoing, an Employee who is a member of the
       Executive Group shall not be deemed to have been terminated for Cause
         unless and until there shall have been delivered to the Employee a copy
       of a resolution duly adopted by the affirmative vote of not less than
         three-quarters of the entire membership of the Board of Directors after
      reasonable notice to the Employee and an opportunity for him or her,
   together with his or her counsel, to be heard before the Board of
    Directors, finding that, in the good faith opinion of the Board of
      Directors, the Employee was guilty of the conduct set forth above in
         (i), (ii) or (iii) of this sub-paragraph and specifying the particulars
thereof in detail.                                            

                  (d) "Code" means the Internal Revenue Code of 1986, as amended
     from time to time. References to any provision of the Code shall be
    deemed to include successor provisions and regulations thereunder.

              (e) "Committee" means the Human Resources and Compensation
         Committee of the Board of Directors of the Company, or such other Board
     committee as may be designated by the Board to administer the Plan;
       provided that the Committee shall at all times be comprised solely of
      two or more outside directors satisfying the requirements of Section
162(m)(4)(C)(i) of the Code.                                  

               (f) "Company" means Alumax Inc., a Delaware corporation, or
any successor corporation.                                    

             (g) "Designated Participant" means any Participant who is
designated as such pursuant to Section 3(d).                  

                  (h) "Executive Group" means the Chief Executive Officer of the
         Company and other key executives of the Company or its subsidiaries who
  have been designated as such by the Chief Executive Officer with
Committee approval.                                           

                 (i) "Exchange Act" means the Securities Exchange Act of 1934,
  as amended from time to time. References to any provision of the
      Exchange Act shall be deemed to include successor provisions thereto
and regulations thereunder.                                   

                 (j) "Fair Market Value" means the fair market value of Stock,
Awards, or other property determined by the Committee or under
         procedures established by the Committee. Unless otherwise determined by
    the Committee, the Fair Market Value of Stock as of any given date
      shall mean the closing sale price of Stock reported on the Composite
       Tape for securities listed on the New York Stock Exchange in The Wall
        Street Journal for such date, or, if no Stock was traded on that date,
on the next preceding day on which there was such a trade.    

                  (k) "ISO" means any Option intended to be and designated as an
       incentive stock option within the meaning of Section 422 of the Code.

               (l) "Participant" means a person who, as an employee of the
    Company or a subsidiary, has been granted an Award under the Plan.

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                  (m) "Plan" means this 1993 Long Term Incentive Plan as Amended
and Restated.                                                 

                 (n) "Stock" means the Company's Common Stock, $.01 par value,
        and such other securities as may be substituted (or resubstituted) for
Stock pursuant to Section 4.                                  

3. Administration.                                                              

       (a) Authority of the Committee. The Plan shall be administered by the
Committee. The Committee shall have full and final authority, in each case      
subject to and consistent with the provisions of the Plan, to select            
Participants, grant Awards, determine the type, number, and other terms and     
conditions of, and all other matters relating to, Awards, prescribe Award       
agreements (which need not be identical for each Participant) and rules and     
regulations for the administration of the Plan, construe and interpret the Plan 
and Award agreements and correct defects, supply omissions, or reconcile        
inconsistencies therein, and to make all other decisions and determinations as  
the Committee may deem necessary or advisable for the administration of the     
Plan.                                                                           

    (b) Manner of Exercise of Committee Authority. The Committee shall
exercise sole and exclusive discretion on any matter relating to a Participant  
subject to Section 16 of the Exchange Act if and to the extent necessary to     
obtain the exemption under Rule 16b-3 under the Exchange Act. Any action of the 
Committee shall be final, conclusive, and binding on all persons, including the 
Company, its subsidiaries, Participants, persons claiming rights from or through
a Participant, and stockholders. The express grant of any specific power to the 
Committee, and the taking of any action by the Committee, shall not be construed
as limiting any power or authority of the Committee. The Committee may delegate 
to officers or managers of the Company or any subsidiary, or committees thereof,
the authority, subject to such terms as the Committee shall determine, to       
perform administrative functions and, with respect to Participants not subject  
to Section 16 of the Exchange Act, to perform such other functions as the       
Committee may determine, to the extent permitted under Rule 16b-3 and applicable
law.                                                                            

         (c) Limitation of Liability. The Committee may appoint agents to assist
it in administering the Plan. The Committee and each member thereof shall be    
entitled to, in good faith, rely or act upon any report or other information    
furnished to him by any officer or employee of the Company or a subsidiary, the 
Company's independent certified public accountants, consultants or any other    
agent assisting in the administration of the Plan. Members of the Committee and 
any officer or employee of the Company or a subsidiary acting at the direction  
or on behalf of the Committee shall not be personally liable for any action or  
determination taken or made in good faith with respect to the Plan, and shall,  
to the extent permitted by law, be fully indemnified and protected by the       
Company with respect to any such action or determination.                       

     (d) Performance-Based Awards to "Designated Participants." Prior to
March 31 of each year, the Committee may, in its sole discretion, designate any 
Participant, whom it deems likely to be at the time compensation will be paid   
under an Award a "covered employee" under Section 162(m) of the Code and whose  
compensation may exceed $1 million in such year and be subject to the limitation
on tax deductibility under Section 162(m) of the Code, as a "Designated         
Participant" to be granted an Award under this                                  

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Section 3(d) that will not be subject to such limitation on deductibility under 
Section 162(m) of the Code. Notwithstanding any provision of the Plan to the    
contrary, the Committee may, in its discretion, reduce but not increase the     
amount payable under any such Award to such a Designated Participant. All       
determinations by the Committee as to the achievement of Performance Objectives 
(as described below in Section 6(i)) applicable to such an Award shall be made  
in writing, and the Committee may not exercise discretion to modify the         
Performance Objectives or the vesting conditions (other than with respect to the
death or disability of such Designated Participant or in the event of a Change  
in Control) with respect to such Award if the exercise of such discretion would 
cause such Award to fail to qualify as "performance-based compensation" within  
the meaning of Section 162(m)(4)(C) of the Code.                                

        4. Stock Subject to Plan. Subject to adjustment as provided in Section
9(c), the total number of shares of Stock reserved and available for issuance in
connection with Awards under the Plan shall be 3,000,000, plus 10% of the number
of shares issued after the effective date of the Plan (other than any issuance  
under the Plan or any other compensation or benefit plan of the Company), except
any shares added as a result of issuances by the Company shall not be available 
for grants of ISOs or Stock Appreciation Rights in tandem with ISOs. When Awards
are granted and while they are outstanding, shares relating to an Award will be 
counted against the limitation set forth in this Section 4 in accordance with   
Rule 16b-3; the Committee may adopt reasonable counting procedures, consistent  
with Rule 16b-3, to ensure appropriate counting, avoid double counting (as, for 
example, in the case of tandem or substitute awards), and make adjustments if   
the number of shares actually distributed differs from the number of shares     
previously counted in connection with an Award. Shares subject to an Award that 
is forfeited or settled in cash or otherwise terminated without a distribution  
of shares to the Participant, including shares withheld in payment of taxes     
relating to Awards and the number of shares equal to the number of shares       
surrendered in payment of the exercise price of Options (or any other Awards in 
the nature of purchase rights) or taxes relating to Awards, will again be       
available for Awards under the Plan, except that, if any such shares could not  
again be available under Rule 16b-3 for Awards to a Participant who is subject  
to Section 16 of the Exchange Act, such shares shall be available exclusively   
for Awards to Participants who are not subject to Section 16. Any shares        
delivered under the Plan may consist, in whole or in part, of authorized and    
unissued shares or treasury shares.                                             

5. Eligibility. All salaried employees of the Company and its 
subsidiaries, including any director or officer who is also such an employee,   
are eligible to be granted Awards under the Plan. The foregoing notwithstanding,
directors of the Company who are not salaried employees and members of the      
Committee shall not be eligible to be granted Awards under the Plan.            

6. Specific Terms of Awards.                                  

                  (a) General. Awards may be granted on the terms and conditions
       set forth in this Section 6. In addition, the Committee may impose on
       any Award or the exercise thereof, at the date of grant or thereafter
      (subject to Section 9(e)), such additional terms and conditions, not
      inconsistent with the provisions of the Plan, as the Committee shall
        determine, including terms requiring forfeiture of Awards in the event
      of termination of employment by the Participant. The Committee shall
    retain full power to accelerate or waive, at any time, any term or
       condition of an Award that is not mandatory under the Plan. Except in
    cases in which the Committee is specifically authorized to require
other forms of                                                

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consideration by the Plan, or to the extent other forms of    
        consideration must by paid to satisfy the requirements of the Delaware
         General Corporation Law, only services may be required as consideration
for the grant (but not the exercise) of any Award.            

                (b) Options. The Committee is authorized to grant Options to
Participants on the following terms and conditions:           

                         (i) Exercise Price. The exercise price per share of
         Stock purchasable under an Option shall be determined by the Committee,
   provided that such exercise price shall be not less than the Fair
       Market Value of a share on the date of grant of such Option except as
provided under Section 7(a) hereof.                           

                           (ii) Time and Method of Exercise. The Committee shall
       determine the time or times at which or the circumstances under which
      an Option may be exercised in whole or in part, the methods by which
        such exercise price may be paid or deemed to be paid, the form of such
      payment, including, without limitation, cash, Stock, other Awards or
       awards issued under other Company plans, or other property (including
        notes or other contractual obligations of Participants to make payment
        on a deferred basis, such as through "cashless exercise" arrangements,
      to the extent permitted by applicable law), and the methods by which
    Stock will be delivered or deemed to be delivered to Participants.

                        (iii) ISOs. The terms of any ISO granted under the
         Plan shall comply in all respects with the provisions of Section 422 of
     the Code, including but not limited to the requirements that no ISO
      shall be granted more than ten years after the effective date of the
         Plan, no ISO shall be exercisable more than ten years after the date of
         grant, and ISOs shall not be transferable otherwise than by will or the
       laws of descent and distribution and shall be exercisable, during the
Participant's lifetime, only by the Participant.              

                (iv) Limitation. During any period of five
    consecutive years under the Plan, a Participant may not be granted
Options covering more than 900,000 shares of Stock.           

                 (c) Stock Appreciation Rights. The Committee is authorized to
 grant Stock Appreciation Rights ("SARs") to Participants on the
following terms and conditions:                               

                      (i) Right to Payment. An SAR shall confer on the
     Participant to whom it is granted a right to receive, upon exercise
        thereof, the excess of (A) the Fair Market Value of one share of Stock
         on the date of exercise (or, if the Committee shall so determine in the
   case of any such right other than one related to an ISO, the Fair
        Market Value of one share at any time during a specified period before
        or after the date of exercise, or, in the case of a "Limited SAR," the
         Fair Market Value determined by reference to amounts paid or payable in
         connection with a Change in Control of the Company, as specified by the
      Committee), over (B) the grant price of the SAR as determined by the
Committee as of the date of grant of the SAR.                 

                         (ii) Other Terms. The Committee shall determine the
        time or times at which and the circumstances under which an SAR may be
  exercised in whole or in part, the method of exercise, method of
    settlement, form of consideration payable in settlement, method by
which Stock will be delivered or deemed to be delivered to    
Participants, whether                                         

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   or not an SAR shall be in tandem or in combination with any other
         Award, and any other terms and conditions of any SAR. Limited SARs that
       may only be exercised in connection with a Change in Control or other
       event as specified by the Committee may be granted on such terms, not
      inconsistent with this Section 6(c), as the Committee may determine.
         Limited SARs may be either freestanding or in tandem with other Awards.

                 (iii) Limitation. During any period of five
         consecutive years under the Plan, a Participant may not be granted SARs
covering more than 900,000 shares of Stock.                   

              (d) Restricted Stock. The Committee is authorized to grant
         Restricted Stock to Participants on the following terms and conditions:

                           (i) Issuance and Restrictions. Restricted Stock shall
be subject to such restrictions on transferability and other  
       restrictions, if any, as the Committee may impose, which restrictions
  may lapse separately or in combination at such times, under such
         circumstances, in such installments, or otherwise, as the Committee may
        determine. Except to the extent restricted under the terms of the Plan
         and any Award agreement relating to the Restricted Stock, a Participant
        granted Restricted Stock shall have all of the rights of a stockholder
      including, without limitation, the right to vote Restricted Stock or
the right to receive dividends thereon.                       

                        (ii) Forfeiture. Except as otherwise determined by
     the Committee, upon termination of employment during the applicable
      restriction period, Restricted Stock that is at that time subject to
         restrictions shall be forfeited and reacquired by the Company; provided
       that the Committee may provide, by rule or regulation or in any Award
       agreement, or may determine in any individual case, that restrictions
         or forfeiture conditions relating to Restricted Stock will be waived in
        whole or in part in the event of terminations resulting from specified
        causes, and the Committee may in other cases waive in whole or in part
the forfeiture of Restricted Stock.                           

                    (iii) Certificates for Stock. Restricted Stock
         granted under the Plan may be evidenced in such manner as the Committee
    shall determine. If certificates representing Restricted Stock are
      registered in the name of the Participant, the Committee may require
         such certificates to bear an appropriate legend referring to the terms,
       conditions, and restrictions applicable to such Restricted Stock, the
       Company to retain physical possession of the certificates, and/or the
         Participant to deliver a stock power to the Company, endorsed in blank,
relating to the Restricted Stock.                             

                        (iv) Dividends. Dividends paid on Restricted Stock
        shall be either paid at the dividend payment date in cash or in shares
         of unrestricted Stock having a Fair Market Value equal to the amount of
    such dividends, or the payment of such dividends shall be deferred
and/or the amount or value thereof automatically reinvested in
additional Restricted Stock, other Awards, or other investment
         vehicles, as the Committee shall determine or permit the Participant to
        elect. Unless otherwise determined by the Committee, Stock distributed
        in connection with a Stock split or Stock dividend, and other property
        distributed as a dividend, shall be subject to restrictions and a risk
       of forfeiture to the same extent as the Restricted Stock with respect
to which such Stock or other property has been distributed.   

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                           (v) Limitation. During any period of five consecutive
         years under the Plan, a Participant may not be granted Restricted Stock
covering more than 900,000 shares of Stock.                   

                 (e) Deferred Stock (Restricted Stock Units). The Committee is
    authorized to grant Deferred Stock to Participants, subject to the
following terms and conditions:                               

                        (i) Award and Restrictions. Delivery of Stock will
        occur upon expiration of the deferral period specified for an Award of
        Deferred Stock by the Committee (or, if permitted by the Committee, as
   elected by the Participant). In addition, Deferred Stock shall be
         subject to such restrictions as the Committee may impose, if any, which
       restrictions may lapse at the expiration of the deferral period or at
         earlier specified times, separately or in combination, in installments,
or otherwise, as the Committee may determine.                 

                        (ii) Forfeiture. Except as otherwise determined by
    the Committee, upon termination of employment (as determined under
       criteria established by the Committee) during the applicable deferral
    period or portion thereof to which forfeiture conditions apply (as
     provided in the Award agreement evidencing the Deferred Stock), all
       Deferred Stock that is at that time subject to deferral (other than a
  deferral at the election of the Participant) shall be forfeited;
      provided that the Committee may provide, by rule or regulation or in
    any Award agreement, or may determine in any individual case, that
       restrictions or forfeiture conditions relating to Deferred Stock will
      be waived in whole or in part in the event of terminations resulting
      from specified causes, and the Committee may in other cases waive in
whole or in part the forfeiture of Deferred Stock.            

                 (iii) Limitation. During any period of five
    consecutive years under the Plan, a Participant may not be granted
Deferred Stock covering more than 900,000 shares of Stock.    

               (f) Bonus Stock and Awards in Lieu of Cash Obligations. The
         Committee is authorized to grant Stock as a bonus, or to grant Stock or
     other Awards in lieu of Company obligations to pay cash under other
   plans or compensatory arrangements, provided that, in the case of
   Participants subject to Section 16 of the Exchange Act, such cash
    amounts are determined under such other plans or the Participant's
     election to receive an Award in lieu of such Company obligations is
     made in a manner that complies with applicable requirements of Rule
     16b-3 so that the acquisition of Stock or Awards hereunder shall be
         exempt from liability under Section 16(b) of the Exchange Act. Stock or
        Awards granted hereunder shall be subject to such other terms as shall
       be determined by the Committee. During any period of five consecutive
  years under the Plan, a Participant may not be granted more than
900,000 shares of bonus Stock or other Awards in lieu of cash 
      obligations. In addition, during any calendar year under the Plan, a
    Participant may not be granted under the Plan bonus Stock or other
    Awards in lieu of cash obligations valued at more than $3,000,000.

                  (g) Dividend Equivalents. The Committee is authorized to grant
     Dividend Equivalents to a Participant, entitling the Participant to
        receive cash, Stock, other Awards, or other property equal in value to
       dividends paid with respect to a specified number of shares of Stock,
      or other periodic payments. Dividend Equivalents may be awarded on a
        free-standing basis or in connection with another Award. The Committee
may provide that                                              

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       Dividend Equivalents will be paid or distributed when accrued or will
         be deemed to have been reinvested in additional Stock, Awards, or other
investment vehicles as the Committee may specify.             

              (h) Other Stock-Based Awards. The Committee is authorized,
       subject to limitations under applicable law, to grant to Participants
    such other Awards that may be denominated or payable in, valued in
         whole or in part by reference to, or otherwise based on, or related to,
         Stock, as deemed by the Committee to be consistent with the purposes of
      the Plan, including, without limitation, convertible or exchangeable
       debt securities, other rights convertible or exchangeable into Stock,
     purchase rights for Stock, Awards with value and payment contingent
        upon performance of the Company or any other factors designated by the
         Committee, and Awards valued by reference to the book value of Stock or
the value of securities of or the performance of specified    
         subsidiaries. The Committee shall determine the terms and conditions of
      such Awards. Stock delivered pursuant to an Award in the nature of a
       purchase right granted under this Section 6(h) shall be purchased for
     such consideration, paid for at such times, by such methods, and in
       such forms, including, without limitation, cash, Stock, other Awards,
         or other property, as the Committee shall determine. Cash awards, as an
         element of or supplement to any other Award under the Plan, may also be
     authorized pursuant to this Section 6(h). During any period of five
    consecutive years under the Plan, a Participant may not be granted
         awards under both Sections 6(h) and 6(i) of the Plan covering more than
  900,000 shares of Stock. In addition, during any calendar year a
      Participant shall not be granted Awards under both Sections 6(h) and
     6(i) of the Plan having an aggregate value of more than $3,000,000.

                (i) Performance Awards. Subject to the following provisions,
         Performance Awards expressed as amounts of cash, Stock, a percentage of
         an award pool specified by the Committee or other Awards may be granted
         by the Committee in such form and upon such terms and conditions as the
     Committee, in its discretion, may from time to time determine. Each
     Performance Award shall specify the range and nature of the payment
  which may be received by the Participant based upon the range of
        performance to be achieved for specified Performance Objectives within
a specified Performance Period, as hereinafter defined.       

                     (i) Performance Period. The Performance Period with
      respect to each Performance Award shall be the period of time within
   which the Performance Objectives relating to that Award are to be
achieved.                                                     

                        (ii) Performance Objectives, Performance Award Targets
  and Award Ranges. Performance Objectives may specify measures or
        performance of the Company as a whole, subsidiaries, or business units
        within the Company or subsidiaries, measures of individual performance
   of the Participant, or such other objectives (and combinations of
  objectives), the achievement of which is expected to benefit the
        Company and its stockholders. Performance Objectives for a Performance
        Period may be established by the Committee with respect to an Award to
  a Designated Participant from among the following: consolidated,
       subsidiary or business unit operating profits before interest expense
       and taxes, consolidated, subsidiary or business unit pre-tax profits,
  consolidated, subsidiary or business unit cash flow, net income,
         earnings per share, return on average equity, and/or return on invested
     capital. The Performance Objectives applicable to any year shall be
    established by the Committee on or before March 31 of such year. A
single Performance                                            

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        Objective may be specified for different groups of Participants or for
        individual Participants. As soon as practicable, the Committee (or the
       Chief Executive Officer of the Company, if assigned by the Committee)
       shall establish target Performance Awards and, if deemed appropriate,
   Performance Award ranges for each Performance Period. Such target
        Performance Awards will specify the amount payable to each Participant
        upon 100% achievement of the Performance Objectives applicable to such
  Participant. In addition, ranges may be established to determine
      whether, and the extent to which, a portion of the Performance Award
 shall be payable to a Participant if the applicable Performance
   Objectives are not fully achieved, and whether, and the extent to
      which, payments in addition to the target Performance Award shall be
made if the applicable Performance Objectives are exceeded.   

   The Committee (or the Chief Executive Officer, if assigned by the
    Committee) is authorized at any time during or after a Performance
    Period, in its sole and absolute discretion, to adjust, modify, or
      specify new Performance Objectives, target Performance Award ranges,
       and related terms and conditions, (x) in recognition of extraordinary
         or nonrecurring items affecting the financial statements of the Company
  or any subsidiary, or in response to changes in applicable laws,
regulations, or accounting principles, (y) with respect to any
         Participant whose position or duties with the Company or any subsidiary
        changes during a Performance Period, or (z) with respect to any person
         who first becomes a Participant after the first date of the Performance
Period.                                                       

                     (iii) Earning of Performance Awards. As promptly as
         practicable following the end of each Performance Period, the Committee
      (or the Chief Executive Officer, if assigned by the Committee) shall
  determine whether and the extent to which Performance Objectives
     applicable to Participants were achieved and the Performance Awards
     that correspond to such achievement and/or allocations as specified
    under the Performance Award ranges for the Performance Period. The
    Committee may, in its sole and absolute discretion, in view of the
    Committee's assessment of the business strategy of the Company and
     subsidiaries, performance of comparable organizations, economic and
   business conditions, and any other circumstances deemed relevant,
increase or decrease final Performance Award amounts.         

                    (iv) Termination of Employment. If a Participant's
        employment has terminated prior to completion of a Performance Period,
      the extent to which a Performance Award shall be deemed to have been
      earned and payable shall be determined by the Committee, in its sole
discretion, at or after the time of grant.                    

                       (v) Distributions. A Performance Award, to the extent
     that it has been earned, may be distributed in cash, Stock or other
     Awards, in a lump sum, in installments, or a combination thereof as
      determined by the Committee, in its sole discretion, at or after the
time of grant.                                                

7.       Certain Provisions Applicable to Awards.                               

    (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted      
either alone or in addition to, in tandem with, or in substitution or exchange  
for, any other Award or award granted under any plan of the Company, any        
subsidiary, or any business entity to be                                        

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acquired by the Company or a subsidiary, or any other right of a Participant to 
receive payment from the Company or any subsidiary. Such additional, tandem, and
substitute or exchange Awards may be granted at any time. If an Award is granted
in substitution or exchange for another Award or award, the Committee shall     
require the surrender of such other Award or award in consideration for the     
grant of the new Award. In addition, grants of Awards in lieu of cash           
compensation, including in lieu of cash amounts payable under other plans of the
Company, in which the value of Stock subject to the Award is equal to the value 
of the cash compensation (for example, Deferred Stock or Restricted Stock), or  
in which the exercise price, grant price, or purchase price of the Award in the 
nature of a right that may be exercised is equal to Fair Market Value of the    
underlying Stock minus the value of the cash compensation surrendered (for      
example, Options granted with an exercise price "discounted" by the amount of   
the cash compensation surrendered), are specifically authorized.                

       (b) Performance Conditions. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be      
subject to such performance conditions as may be specified by the Committee. Any
Award subject to such conditions may be denominated "performance shares,"       
"performance units," or any other title deemed appropriate by the Committee.    

        (c) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, however, that in no event shall   
the term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years (or such shorter term as may be required under Section 422 of the Code).  

      (d) Form of Payment Under Awards; Deferrals. Subject to the terms of
the Plan and any applicable Award agreement, payments to be made by the Company 
or a subsidiary upon the exercise of an Option or other Award or settlement of  
an Award may be made in such forms as the Committee shall determine, including, 
without limitation, cash, Stock, other Awards, or other property, and may be    
made in a single payment or transfer, in installments, or on a deferred basis.  
Installment or deferred payments may be required by the Committee (subject to   
Section 9(e) of the Plan) or permitted at the election of the Participant.      
Payments may include, without limitation, provisions for the payment or         
crediting of reasonable interest on installment or deferred payments or the     
grant or crediting of Dividend Equivalents in respect of installment or deferred
payments denominated in Stock.                                                  

(e) Rule 16b-3 Compliance.                                    

      (i)   Six-Month Holding Period. Unless a Participant could
otherwise transfer Stock acquired under the Plan without incurring liability    
under Section 16(b) of the Exchange Act, (a) Stock acquired under the Plan other
than upon exercise of a derivative security shall be held for at least six      
months from the date of acquisition, and (b) at least six months shall elapse   
from the date of acquisition of a derivative security to the date of disposition
of the derivative security (other than upon exercise or conversion) or          
disposition of any Stock acquired upon exercise or conversion of such derivative
security.                                                                       

       (ii)     Other Rule 16b-3 Compliance Provisions.  It is the
intent of the Company that this Plan comply in all respects with applicable     
provisions of Rule 16b-3 or                                                     

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Rule 16a-1(c)(3) (as in effect prior to August 15, 1996) under the Exchange Act 
in connection with any grant of Awards to or other transaction by a Participant 
who is subject to Section 16 of the Exchange Act (except for transactions       
exempted under alternative Exchange Act Rules or acknowledged in writing to be  
non-exempt by such Participant). Accordingly, if any provision of this Plan or  
any Award agreement does not comply with the requirements of Rule 16b-3 or Rule 
16a-1(c)(3) as then applicable to any such transaction, such provision will be  
construed or deemed amended to the extent necessary to conform to the           
applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such          
Participant shall avoid liability under Section 16(b). In addition, the per     
share exercise price of any Option, grant price of any SAR, or purchase price   
of any other Award conferring a right to purchase Stock shall be not less than  
any specified percentage of the Fair Market Value of Stock at the date of grant 
of the Award then required in order to comply with Rule 16b-3.                  

8.   Change in Control.                                                         

       (a) Definition of "Change In Control." For purposes of this Plan, the
term "Change in Control" shall mean the occurrence of any of the following      
events after consummation of the spin-off of Stock by AMAX Inc. which resulted  
in the registration of the Stock under Section 12 of the Exchange Act:          

                     (i) any person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 20 percent or more of  
the combined voting power of the Company's then-outstanding securities (a "20%  
Beneficial Owner"); provided, however, that (a) the term "20% Beneficial Owner" 
shall not include any Beneficial Owner who has crossed such 20 percent threshold
solely as a result of an acquisition of securities directly from the Company, or
solely as a result of an acquisition by the Company of Company securities, until
such time thereafter as such person acquires additional voting securities other 
than directly from the Company and, after giving effect to such acquisition,    
such person would constitute a 20% Beneficial Owner; and (b) with respect to any
person eligible to file a Schedule 13G pursuant to Rule 13d-1(b)(1) under the   
Exchange Act with respect to Company securities (an "Institutional Investor"),  
there shall be excluded from the number of securities deemed to be beneficially 
owned by such person a number of securities representing not more than 10       
percent of the combined voting power of the Company's then-outstanding          
securities;                                                                     

                   (ii) during any period of two consecutive years beginning
after the Stock first became registered under Section 12 of the Exchange Act,   
individuals who at the beginning of such period constitute the Board together   
with those individuals who first became Directors during such period (other than
by reason of an agreement with the Company in settlement of a proxy contest for 
the election of directors) and whose election or nomination for election to the 
Board was approved by a vote of at least two-thirds (2/3) of the Directors then 
still in office who either were Directors at the beginning of the period or     
whose election or nomination for election was previously so approved (the       
"Continuing Directors"), cease for any reason to constitute a majority of the   
Board;                                                                          

                 (iii) the stockholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the Company, or a reverse  
stock split of any class of voting securities of the Company, or the            
consummation of any such transaction if stockholder approval is not obtained,   
other than any such transaction which would result                              

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in at least 75% of the total voting power represented by the voting securities  
of the Company or the surviving entity outstanding immediately after such       
transaction being beneficially owned by persons who together owned at least 75% 
of the combined voting power of the voting securities of the Company outstanding
immediately prior to such transaction, with the relative voting power of each   
such continuing holder compared to the voting power of each other continuing    
holder not substantially altered as a result of the transaction; provided that, 
for purposes of this paragraph (iii), such continuity of ownership (and         
preservation of relative voting power) shall be deemed to be satisfied if the   
failure to meet such 75% threshold (or to preserve such relative voting power)  
is due solely to the acquisition of voting securities by an employee benefit    
plan of the Company or such surviving entity or any subsidiary of the Company or
such surviving entity;                                                          

                    (iv)     the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an agreement for the sale 
or disposition of all or substantially all the assets of the Company; or        

                  (v)      any other event which a majority of the members
of  the Committee who are Continuing Directors determines shall constitute a    
Change in Control for purposes of this Plan;                                    

provided, however that a Change in Control shall not be deemed to have occurred 
if one of the following exceptions applies:                                     

(1)      Unless a majority of the members of the Committee who are Continuing   
         Directors determines that the exception set forth in this paragraph (1)
   shall not apply, none of the foregoing conditions would have been
     satisfied but for one or more of the following persons acquiring or
       otherwise becoming the Beneficial Owner of securities of the Company:
  (A) any person who has entered into a binding agreement with the
       Company, which agreement has been approved by two-thirds (2/3) of the
     Continuing Directors, limiting the acquisition of additional voting
       securities by such person, the solicitation of proxies by such person
        or proposals by such person concerning a business combination with the
       Company (a "Standstill Agreement"); (B) any employee benefit plan, or
      trustee or other fiduciary thereof, maintained by the Company or any
      subsidiary of the Company; (C) any subsidiary of the Company; or (D)
the Company.                                                  

(2)      Unless a majority of the members of the Committee who are Continuing   
         Directors determines that the exception set forth in this paragraph (2)
   shall not apply, none of the foregoing conditions would have been
    satisfied but for the acquisition by the Company of another entity
  (whether by merger or consolidation, the acquisition of stock or
        assets, or otherwise) in exchange, in whole or in part, for securities
        of the Company, provided that, immediately following such acquisition,
   the Continuing Directors constitute a majority of the Board, or a
        majority of the board of directors of any other surviving entity, and,
      in either case, no agreement, arrangement or understanding exists at
that time which would cause such Continuing Directors to cease
         thereafter to constitute a majority of the Board or of such other board
of directors.                                                 

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(3)      A majority of the members of the Committee who are Continuing Directors
 determines that a Change in Control shall be deemed not to have
occurred.                                                     

Notwithstanding the foregoing, unless otherwise determined by a majority of the 
Committee who are Continuing Directors, no Change in Control shall be deemed to 
have occurred with respect to a particular Participant if the Change in Control 
results from actions or events in which such Participant is a participant in a  
capacity other than solely as an officer, employee, or director of the Company. 

For purposes of the foregoing definition of Change in Control, the term         
"Beneficial Owner," with respect to any securities, shall mean any person who,  
directly or indirectly, has or shares the right to vote or dispose of such      
securities or otherwise has "beneficial ownership" of such securities (within   
the meaning of Rule 13d-3 and Rule 13d-5 (as such Rules are in effect on the    
effective date of the Plan) under the Exchange Act, including pursuant to any   
agreement, arrangement, or understanding (whether or not in writing); provided, 
however, that (i) a person shall not be deemed the Beneficial Owner of any      
security as a result of any agreement, arrangement, or understanding to vote    
such security (A) arising solely from a revocable proxy or consent solicited    
pursuant to, and in accordance with, the applicable provisions of the Exchange  
Act and the rules and regulations thereunder or (B) made in connection with, or 
otherwise to participate in, a proxy or consent solicitation made, or to be     
made, pursuant to, and in accordance with, the applicable provisions of the     
Exchange Act and the rules and regulations thereunder, in either case described 
in clause (A) or clause (B) above whether or not such agreement, arrangement or 
understanding is also then reportable by such person on Schedule 13D under the  
Exchange Act (or any comparable or successor report), and (ii) a person engaged 
in business as an underwriter of securities shall not be deemed to be the       
Beneficial Owner of any securities acquired through such person's participation 
in good faith in a firm commitment underwriting until the expiration of forty   
days after the date of such acquisition.                                        

       (b) Definition of "Change in Control Stock Value." "Change in Control
Stock Value" shall mean the value of a share of Stock determined as follows:    

            (i) if the Change in Control results from an event
described in clause (iii) of the Change in Control definition in Section 8(a),  
the highest per share price paid for shares of Stock of the Company in the      
transaction resulting in the Change in Control;                                 

             (ii) if the Change in Control results from an event
described in clauses (i), (ii) or (v) of the Change in Control definition in    
Section 8(a) and no event described in clauses (iii) or (iv) of the Change in   
Control definition in Section 8(a) has occurred in connection with such Change  
in Control, the highest sale price of a share of Stock of the Company on any    
trading day during the sixty (60) consecutive trading days immediately preceding
and following the date of such Change in Control as reported on the New York    
Stock Exchange Composite Tape and published in the Wall Street Journal; or      

              (iii) if the Change in Control results from an event
described in clause (iv) of the Change in Control definition in Section 8(a),   
the price per share at which shares of Stock are redeemed or exchanged by their 
holders in the transaction described in such clause (iv).                       

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    (c) Definition of "Change in Control Settlement Value." "Change in
Control Settlement Value" shall mean, with respect to a share of Stock, the     
excess of the Change in Control Stock Value over the exercise, grant, or base   
price of an Award covering such share of Stock, provided that, with respect to  
any Option which is an ISO immediately prior to the election to receive the     
Change in Control Settlement Value, the Change in Control Settlement Value shall
not exceed the maximum amount permitted for such Option to continue to qualify  
as an ISO.                                                                      

         (d) Acceleration and Cash-Out Upon a Change in Control. Notwithstanding
any other provisions of this Plan to the contrary (except the provisions of     
Section 7(e) hereof), in the event of a Change in Control the following         
provisions shall apply:                                                         

             (i) All outstanding Awards on the date of the Change in Control
in the nature of a right that may be exercised not previously exercisable shall 
become fully and immediately exercisable on the date of such Change in Control, 
and such Awards shall not be subject to termination upon the termination of     
employment of the Participant; and                                              

          (ii) Unless waived by a given Participant, the restrictions,
deferral periods and limitations, and forfeiture conditions applicable to any   
other Award granted under the Plan shall lapse and such Awards shall be deemed  
fully vested, subject only to the restrictions on dispositions of equity        
securities set forth in Section 7(e); and                                       

      (iii) Section 6(b)(iv) notwithstanding, any optionee who
holds an Option shall be entitled to elect, during the 60-day period immediately
following such Change in Control, in lieu of acquiring the shares of Stock      
covered by such Option, to receive, and the Company shall be obligated to pay,  
the Change in Control Settlement Value (as defined in Section 8(c) hereof) with 
respect to shares of Stock up to the number of shares covered by such Option,   
which amount shall be paid in cash; and                                         

       (iv) A Participant shall be entitled to elect, during the
60-day period immediately following such Change in Control, to surrender any    
other Award and receive, in full settlement thereof, and the Company shall be   
obligated to pay, the Change in Control Settlement Value with respect to the    
number of shares of Stock covered by an Award in the nature of a right that may 
be exercised, or the Change in Control Stock Value with respect to the number of
shares of Stock covered by any other type of Award, which amount shall in either
case be paid in cash; and                                                       

     (v) Notwithstanding the provisions of Section 9(a), the
Board shall not, at any time following a Change in Control, impose any          
conditions on any outstanding Award that have not been previously imposed as of 
the date of such Change in Control, unless, in the written opinion of           
independent counsel to the Company, such condition is necessary to comply with  
any federal, state, or local securities or other law or regulation, or the rules
of any applicable securities exchange, and, in the good faith opinion of the    
Board, compliance with such law, regulation or rule without the imposition of   
such condition would be impracticable; and                                      

     (vi) In lieu of any other form of settlement authorized
under this Section 8(d), a Participant may elect under terms set by and subject 
to approval of the Committee to receive Deferred Stock or Restricted Stock, or, 
if authorized by the Committee, other                                           

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deferred forms of payment, in order to defer federal income taxation of the     
Participant with respect to amounts payable hereunder; and                      

          (vii) notwithstanding the provisions of Section 9(e) hereof, the
provisions of this Section 8 may not be amended in any respect following a      
Change in Control except with the consent of any affected Participant.          

         (e) No Non-Exempt Section 16(b) Purchases Triggered. No Participant who
is then subject to Section 16 of the Exchange Act shall have any right to       
receive a cash payment under Section 8(d) hereof if the acquisition of such     
right would, under the circumstances, constitute a non-exempt purchase for      
purposes of Section 16(b) of the Exchange Act.                                  

9.       General Provisions.                                                    

        (a) Compliance With Legal and Other Requirements. The Plan, the grant,
exercise, and settlement of Awards thereunder, and the other obligations of the 
Company under the Plan and any Award agreement shall be subject to all          
applicable federal and state laws, rules, and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company may, in
its discretion, postpone the issuance or delivery of Stock under any Award until
completion of such registration or qualification of such Stock or other required
action under any federal or state law, rule, or regulation, listing or other    
required action with respect to any stock exchange or automated quotation system
upon which the Stock or other Company securities are listed or designated, or   
compliance with any other contractual obligation of the Company, as the Company 
may consider appropriate, and may require any Participant to make such          
representations and furnish such information as it may consider appropriate in  
connection with the issuance or delivery of Stock in compliance with applicable 
laws, rules, and regulations, listing or designation, or other contractual      
obligations.                                                                    

       (b) Limits on Transferability; Beneficiaries. No Award or other right
or interest of a Participant under the Plan, including any Award or right which 
constitutes a derivative security as generally defined in Rule 16a-1(c) (as in  
effect prior to August 15, 1996) under the Exchange Act, shall be pledged,      
hypothecated, or otherwise encumbered or subject to any lien, obligation, or    
liability of such Participant to any party (other than the Company or a         
subsidiary), or assigned or transferred by such Participant otherwise than by   
will or the laws of descent and distribution or to a Beneficiary upon the death 
of a Participant, and such Awards or rights that may be exercisable shall be    
exercised during the lifetime of the Participant only by the Participant or his 
or her guardian or legal representative, except that Awards and other rights    
(other than ISOs and SARs in tandem therewith) may be transferred to one or     
more Beneficiaries or other transferees during the lifetime of the Participant  
in connection with the Participant's estate planning, and may be exercised by   
such transferees in accordance with the terms of such Award, but only if and to 
the extent such transfers are then permitted under Rule 16b-3, consistent with  
the registration of the offer and sale of Stock on Form S-8 or a successor      
registration form of the Securities and Exchange Commission or such other form  
of registration statement as has in fact been filed in connection with the      
Plan, and permitted by the Committee (subject to any terms and conditions which 
the Committee may impose thereon). A Beneficiary, transferee, or other person   
claiming any rights under the Plan from or through any Participant shall be     
subject                                                                         

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to all terms and conditions of the Plan and any Award agreement applicable to   
such Participant, except as otherwise determined by the Committee, and to any   
additional terms and conditions deemed necessary or appropriate by the          
Committee.                                                                      

       (c) Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, forward or reverse split, reorganization, merger,  
consolidation, spin-off, combination, repurchase, or share exchange, or other   
similar corporate transaction or event, affects the Stock such that an          
adjustment is appropriate in order to prevent dilution or enlargement of the    
rights of Participants under the Plan, then the Committee shall, in such manner 
as it may deem equitable, adjust any or all of (i) the number and kind of shares
of Stock which may thereafter be issued in connection with Awards, (ii) the     
number and kind of shares of Stock issued or issuable in respect of outstanding 
Awards, and (iii) the exercise price, grant price, or purchase price relating to
any Award or, if deemed appropriate, make provision for payment of cash or other
property with respect to any outstanding Award; provided, in each case, that,   
with respect to ISOs, no such adjustment shall be authorized to the extent that 
such authority would cause the Plan to violate Section 422 of the Code. In      
addition, the Committee is authorized to make adjustments in the terms and      
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, events described in the     
preceding sentence) affecting the Company or any subsidiary or the financial    
statements of the Company or any subsidiary, or in response to changes in       
applicable laws, regulations, accounting principles, tax rates and regulations  
or business conditions.                                                         

         (d) Taxes. The Company or any subsidiary is authorized to withhold from
any Award granted, any payment relating to an Award under the Plan, including   
from a distribution of Stock, or any payroll or other payment to a Participant, 
amounts of withholding and other taxes due in connection with any transaction   
involving an Award, and to take such other action as the Committee may deem     
advisable to enable the Company and Participants to satisfy obligations for the 
payment of withholding taxes and other tax obligations relating to any Award.   
This authority shall include authority for the Company to withhold or receive   
Stock or other property and to make cash payments in respect thereof in         
satisfaction of a Participant's tax obligations, either on a mandatory or       
elective basis in the discretion of the Committee.                              

 (e) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's authority to     
grant Awards under the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of the Company's   
stockholders at the annual meeting next following such Board action if such     
stockholder approval is required by any federal or state law or regulation or   
the rules of any stock exchange or automated quotation system on which the Stock
may then be listed or quoted, and the Board may otherwise, in its discretion,   
determine to submit other such changes to the Plan to stockholders for approval;
provided that, without the consent of an affected Participant, no such Board    
action may materially and adversely affect the rights of such Participant under 
any Award theretofore granted to him. The Committee may waive any conditions or 
rights under, or amend, alter, suspend, discontinue, or terminate, any Award    
theretofore granted and any Award agreement relating thereto; provided that,    
without the consent of an affected Participant, no such Committee action may    
materially and adversely affect the rights of such Participant                  

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under such Award. The foregoing notwithstanding, any performance condition      
specified in connection with an Award shall not be deemed a fixed contractual   
term, but shall remain subject to adjustment by the Committee, in its           
discretion, at any time in view of the Committee's assessment of the Company's  
strategy, performance of comparable companies, and other circumstances.         

         (f) Limitation on Rights Conferred Under Plan. Neither the Plan nor any
action taken hereunder shall be construed as (i) giving any Participant or      
employee the right to be retained in the employ of the Company or any of its    
subsidiaries, (ii) interfering in any way with the right of the Company or any  
of its subsidiaries to terminate any Participant's or employee's employment at  
any time, (iii) giving a Participant or employee any claim to be granted any    
Award under the Plan or to be treated uniformly with other Participants and     
employees, or (iv) conferring on a Participant any of the rights of a           
stockholder of the Company unless and until Stock is duly issued or transferred 
to the Participant in accordance with the terms of the Award.                   

         (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended
to constitute an "unfunded" plan for incentive and deferred compensation. With  
respect to any payments not yet made to a Participant or obligation to issue    
Stock pursuant to an Award, nothing contained in the Plan or any Award shall    
give any such Participant any rights that are greater than those of a general   
creditor of the Company; provided that the Committee may authorize the creation 
of trusts and deposit therein cash, Stock, other Awards, or other property, or  
make other arrangements, to meet the Company's obligations under the Plan. Such 
trusts or other arrangements shall be consistent with the "unfunded" status of  
the Plan unless the Committee otherwise determines with the consent of each     
affected Participant. The trustee of the trust may be authorized to dispose of  
trust assets and reinvest the proceeds in alternative investments, subject to   
such terms and conditions as the Committee may specify and in accordance with   
applicable law.                                                                 

         (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall  
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable.                          

     (i) Payments In the Event of Forfeitures; Fractional Shares. In the
event of a forfeiture of an Award with respect to which a Participant paid cash 
or other consideration in order to satisfy requirements of the Delaware General 
Corporation Law, the Participant shall be repaid the amount of such cash or     
other consideration. No fractional shares of Stock shall be issued or delivered 
pursuant to the Plan or any Award. The Committee shall determine whether cash,  
other Awards, or other property shall be issued or paid in lieu of such         
fractional shares or whether such fractional shares or any rights thereto shall 
be forfeited or otherwise eliminated.                                           

        (j) Governing Law; Arbitration. The validity, construction, and effect
of the Plan, any rules and regulations relating to the Plan, and any Award      
agreement shall be determined in accordance with the Delaware General           
Corporation Law, to the extent applicable, other laws (including those governing
contracts) of the State of Delaware, without giving effect to principles of     
conflicts of laws, and applicable federal law. If any provision hereof shall be 
held by a court of competent jurisdiction to be invalid and                     

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unenforceable, the remaining provisions shall continue to be fully effective.   
Any dispute or controversy arising under or in connection with this Plan shall  
be settled exclusively by arbitration in Atlanta, Georgia by three arbitrators  
in accordance with the rules of the American Arbitration Association in effect  
at the time of submission to arbitration. Judgement may be entered on the       
arbitrators' award in any court having jurisdiction. For purposes of settling   
any dispute or controversy arising hereunder or for the purpose of entering any 
judgement upon an award rendered by the arbitrators, the Company and the        
Participant hereby consent to the jurisdiction of any or all of the following   
courts: (i) the United States District Court for the Northern District of       
Georgia, (ii) any of the courts of the State of Georgia, or (iii) any other     
court having jurisdiction. The Company and the Participant hereby waive, to the 
fullest extent permitted by applicable law, any objection which it may now or   
hereafter have to such jurisdiction and any defense of inconvenient forum. The  
Company and the Participant hereby agree that a judgement upon an award rendered
by the arbitrators may be enforced in other jurisdictions by suit on the        
judgement or in any other manner provided by law.                               

      (k) Effective Date; Plan Termination. The Plan became effective upon
its approval by stockholders of the Company on October 28, 1993. The amendment  
and restatement of the Plan shall become effective upon its approval by the     
stockholders of the Company at the 1995 Annual Meeting. The Plan shall terminate
at such time as no Stock remains available for issuance pursuant to Section 4   
and the Company has no further obligations with respect to any Award granted    
under the Plan.                                                                 

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                                                                APPENDIX B

ALUMAX INC. 

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NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
AS AMENDED ON OCTOBER 3, 1996 

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ALUMAX INC. 

--------------------------------------------------------------------------------

NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
AS AMENDED ON OCTOBER 3, 1996 

--------------------------------------------------------------------------------

                                                                · Download Table

                                                               Page 
                                                               ---- 

                                                                    
1.   Purpose ................................................    1  

2.   Definitions ............................................    1  

3.   Administration .........................................    4  

4.   Eligibility ............................................    4  

5.   Stock Grants ...........................................    4  

6.   Deferral of Stock Grants ...............................    4  

7.   Stock Options ..........................................    6  

8.   Amendment and Termination ..............................    7  

9.   Adjustments for Changes in Capitalization ..............    7  

10.  Regulatory Compliance ..................................    8  

11.  Miscellaneous ..........................................    8  

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NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN

1.  Purpose.  The purpose of this Non-Employee Directors' Stock       
Compensation Plan  is to provide certain incentives and compensation to Eligible
Board Members of Alumax Inc. and to encourage the highest level of director     
performance by providing such Eligible Board Members with a proprietary interest
in the Company by granting them shares of the Company's Common Stock, $.01 par  
value, and options to purchase such stock.                                      

 2.  Definitions.  The following terms shall have the meanings specified
below.                                                                          

 (a)  "Beneficial Owner", with respect to any securities, shall mean any
person who, directly or indirectly, has or shares the right to vote or dispose  
of such securities or otherwise has "beneficial ownership" of such securities   
(within the meaning of Rule 13d-3 and Rule 13d-5 (as such Rules are in effect on
the effective date of the Plan) under the Exchange Act, including pursuant to   
any agreement, arrangement or understanding (whether or not in writing);        
provided, however, that (i) a person shall not be deemed the Beneficial Owner of
any security as a result of any agreement, arrangement or understanding to vote 
such security (A) arising solely from a revocable proxy or consent solicited    
pursuant to, and in accordance with, the applicable provisions of the Exchange  
Act and the rules and regulations thereunder or (B) made in connection with, or 
otherwise to participate in, a proxy or consent solicitation made, or to be     
made, pursuant to, and in accordance with, the applicable provisions of the     
Exchange Act and the rules and regulations thereunder, in either case described 
in clause (A) or clause (B) above whether or not such agreement, arrangement or 
understanding is also then reportable by such person on Schedule 13D under the  
Exchange Act (or any comparable or successor report), and (ii) a person engaged 
in business as an underwriter of securities shall not be deemed to be the       
Beneficial Owner of any securities acquired through such person's participation 
in good faith in a firm commitment underwriting until the expiration of forty   
days after the date of such acquisition.                                        

 (b)  "Beneficiary" shall mean the person or persons (including, without
limitation, any trustee) last designated by a Participant to receive the        
benefits specified hereunder in the event of the Participant's death, or if     
there is no designated Beneficiary or surviving Beneficiary, the Participant's  
estate.                                                                         

(c)  "Board" shall mean the Company's Board of Directors.             

    (d)  "Change in Control" shall mean the occurrence of any of the following
events:                                                                         

     (i)  any person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing 20 percent or more of the   
    combined voting power of the Company's then-outstanding securities (a "20%
  Beneficial Owner"); provided, however, that (a) the term "20% Beneficial
Owner" shall not include any Beneficial Owner who has crossed such 20 
percent threshold solely as a result of an acquisition of securities  
   directly from the Company, or solely as a result of an acquisition by the
  Company of Company securities, until such time thereafter as such person
    acquires additional voting securities other than directly from the Company
    and, after giving effect to such acquisition, such person would constitute
     a 20% Beneficial Owner; and (b) with respect to any person eligible to file
 a Schedule 13G pursuant to Rule 13d-1(b)(1) under the Exchange Act with
respect to                                                            

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   Company securities (an "Institutional Investor"), there shall be excluded
from the number of securities deemed to be beneficially owned by such 
    person a number of securities representing not more than 10 percent of the
combined voting power of the Company's then-outstanding securities;   

    (ii)  during any period of two consecutive years beginning after the Stock
   first became registered under Section 12 of the Exchange Act, individuals
who at the beginning of such period constitute the Board together with
     those individuals who first became Directors during such period (other than
     by reason of an agreement with the Company in settlement of a proxy contest
for the election of directors) and whose election or nomination for   
   election to the Board was approved by a vote of at least two-thirds (2/3)
of the Directors then still in office who either were Directors at the
  beginning of the period or whose election or nomination for election was
   previously so approved (the "Continuing Directors"), cease for any reason
to constitute a majority of the Board;                                

 (iii)  the stockholders of the Company approve a merger, consolidation,
     recapitalization or reorganization of the Company, or a reverse stock split
  of any class of voting securities of the Company, or the consummation of
  any such transaction if stockholder approval is not obtained, other than
     any such transaction which would result in at least 75% of the total voting
    power represented by the voting securities of the Company or the surviving
  entity outstanding immediately after such transaction being beneficially
 owned by persons who together owned at least 75% of the combined voting
     power of the voting securities of the Company outstanding immediately prior
     to such transaction, with the relative voting power of each such continuing
 holder compared to the voting power of each other continuing holder not
  substantially altered as a result of the transaction; provided that, for
purposes of this paragraph (iii), such continuity of ownership (and   
   preservation of relative voting power) shall be deemed to be satisfied if
     the failure to meet such 75% threshold (or to preserve such relative voting
     power) is due solely to the acquisition of voting securities by an employee
   benefit plan of the Company or such surviving entity or of any subsidiary
of the Company or such surviving entity; or                           

(iv)  the stockholders of the Company approve a plan of complete      
   liquidation or dissolution of the Company or an agreement for the sale or
disposition of all or substantially all the assets of the Company;    

 provided, however, that a Change in Control shall not be deemed to have
occurred if one of the following exceptions applies:                  

     (1)  None of the foregoing conditions would have been satisfied but for one
or more of the following persons acquiring or otherwise becoming the  
Beneficial Owner of securities of the Company:  (A) any person who has
     entered into a binding agreement with the Company, which agreement has been
approved by two-thirds (2/3) of the Continuing Directors, limiting the
acquisition of additional voting securities by such person, the       
solicitation of proxies by such person or proposals by such person    
concerning a business combination with the Company (a "Standstill     
   Agreement"); (B) any employee benefit plan, or trustee or other fiduciary
  thereof, maintained by the Company or any subsidiary of the Company; (C)
any subsidiary of the Company; or (D) the Company.                    

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     (2)  None of the foregoing conditions would have been satisfied but for the
acquisition by the Company of another entity (whether by merger or    
consolidation, the acquisition of stock or assets, or otherwise) in   
exchange, in whole or in part, for securities of the Company, provided
that, immediately following such acquisition, the Continuing Directors
     constitute a majority of the Board, or a majority of the board of directors
of any other surviving entity, and, in either case, no agreement,     
 arrangement or understanding exists at that time which would cause such
  Continuing Directors to cease thereafter to constitute a majority of the
Board or of such other board of directors.                            

     Notwithstanding the foregoing, no Change in Control shall be deemed to have
    occurred with respect to a particular Participant if the Change in Control
   results from actions or events in which such Participant is a participant
    in a capacity other than solely as an officer, employee or director of the
Company.                                                              

 (e)  "Change in Control Stock Value" shall mean the value of a share of
Stock determined as follows:                                                    

 (i)  if the Change in Control results from an event described in clause
     (iii) of the Change in Control definition, the highest per share price paid
for shares of Stock of the Company in the transaction resulting in the
Change in Control;                                                    

   (ii)  if the Change in Control results from an event described in clauses
     (i), (ii) or (v) of the Change in Control definition and no event described
   in clauses (iii) or (iv) of the Change in Control definition has occurred
in connection with such Change in Control, the highest sale price of a
     share of Stock on any trading day during the sixty (60) consecutive trading
     days immediately preceding and following the date of such Change in Control
    as reported on the New York Stock Exchange Composite Tape and published in
the Wall Street Journal; or                                           

   (iii)  if the Change in Control results from an event described in clause
 (iv) of the Change in Control definition, the price per share for which
shares of Stock are redeemed or exchanged by their holders in the     
transaction described in such clause (iv).                            

    (f)  "Committee" shall mean the Human Resources and Compensation Committee
of the Board of Directors of the Company, or such other Board committee as may  
be designated by the Board to administer the Plan.                              

(g)  "Company" shall mean Alumax Inc., a Delaware corporation, or any 
successor corporation.                                                          

(h)  "Deferred Stock Account" shall mean the account maintained by the
Company for each Participant in accordance with Section 6 hereof.               

  (i)  "Eligible Board Member" shall mean a member of the Board who is not
an employee of the Company or its subsidiaries or affiliates.                   

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(j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.  References to any provision of the Exchange Act     
shall be deemed to include successor provisions thereto and regulations         
thereunder.                                                                     

(k)  "Fair Market Value" shall mean the fair market value of Stock,   
awards, or other property determined by the Committee or under procedures       
established by the Committee.  Unless otherwise determined by the Committee,    
the Fair Market Value of Stock as of any given date shall mean the closing sale 
price of Stock reported on the Composite Tape for securities listed on the New  
York Stock Exchange in the Wall Street Journal for such date, or, if no Stock   
was traded on that date, on the next preceding day on which there was such a    
trade.                                                                          

    (l)  "Participant" shall mean the holder of a Stock Option or a person for
whom a Deferred Stock Account has been established.                             

     (m)  "Plan" shall mean this Non-Employee Directors Stock Compensation Plan.

(n)  "Retirement" shall mean termination of service on the Board on or
after a Board member's attainment of age [70].                                  

(o)  "Stock" shall mean the Company's Common Stock, $.01 par value.   

(p)  "Stock Option" shall mean an option to purchase Stock granted    
pursuant to Section 7 hereof.                                                   

  3.  Administration.  The Committee shall have authority to interpret the
Plan; to adopt, amend, and rescind administrative regulations to further the    
purposes of the Plan; to maintain or cause to be maintained all necessary       
records for administration of the Plan; and to take any other action necessary  
for the proper operation of the plan.  However, the Committee shall have no     
discretion to vary the amount or terms of awards granted under the Plan except  
as provided in Section 9.                                                       

4.  Eligibility.  To be eligible to receive an award under the Plan, a
person must be an Eligible Board Member on the date of such award.              

  5.  Stock Grants. Each Eligible Board Member shall be granted 850 shares
of Stock on February 1 of each year.  Stock granted under this Section 5 shall  
be fully vested and, subject to any restrictions imposed pursuant to Section    
10, freely transferable.                                                        

    6.  Deferral of Stock Grants.  An Eligible Board Member may elect to defer
the delivery of Stock scheduled to be delivered on any February 1 by filing a   
deferral election pursuant to this Section 6.                                   

    (a)  Deferral Election.   To defer a Stock grant for any year, an Eligible
Board Member must file a written deferral election with the Company no later    
than the July 31 immediately preceding the February 1 on which the Stock is     
otherwise scheduled to be delivered.  Notwithstanding the foregoing, a person   
who first becomes an Eligible Board Member after July 31 may file a deferral    
election within 30 days after the date such person becomes an Eligible Board    
Member.  The                                                                    

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deferral election shall state the number of shares of stock that the Eligible   
Board Member elects to defer and the time when he or she desires distribution   
of his or her Deferred Stock Account.  An election to defer delivery of Stock   
may be revoked or changed for future years if such revocation or change is made 
by the July 31 preceding the date of the applicable Stock grant.                

 (b)  Designation of Beneficiary.  Upon forms provided by the Committee,
each Participant shall designate the Beneficiary or Beneficiaries to receive    
the amounts distributable in the event of such Participant's death.  A          
Participant may from time to time change the designated Beneficiary or          
Beneficiaries, without the consent of such Beneficiary or Beneficiaries, by     
filing a new designation in writing with the Committee.  The Company and the    
Committee may rely upon the Beneficiary designation last filed in accordance    
with the terms of the Plan.                                                     

(c)  Credits to Account.  Shares subject to a Participant's deferral  
election shall be credited as deferred shares to a Deferred Stock Account       
maintained by the Company for the benefit of the Participant.  Whenever         
dividends are paid with respect to shares of Stock, each Participant's Deferred 
Stock Account shall be credited with additional shares of deferred stock        
(including fractions) equal in value to the amount of the dividend paid on a    
single share of Stock multiplied by the number of deferred shares (including    
fractions) credited to the Participant's Deferred Stock Account as of the       
record date for dividend purposes.  For purposes of crediting dividends, the    
value of Stock shall be determined as of the day dividends are actually paid on 
Stock, using the closing market price of the Stock on the Composite Tape of the 
New York Stock Exchange for that date.  If the Composite Tape is not operating  
on such date, or Stock is not traded there on such date, the value shall be     
computed using the closing price on the next preceding business day on which    
such Stock was traded thereon.  The interest of a Participant in amounts        
credited to his Deferred Stock Account shall be fully vested and nonforfeitable 
at all times.                                                                   

    (d)  Time of Distribution.  A Participant may elect to have the balance of
his Deferred Stock Account distributed to him (i) as soon as reasonably         
possible after the Participant ceases to be a member of the Board, or (ii) on   
the January 1 over a specified number of years after the Participant ceases to  
be a member of the Board.  Such an election shall be made on the deferral       
election filed pursuant to Section 6(a) and shall be irrevocable once made.     
However, a Participant may elect a different distribution date for Stock        
deferred in subsequent years by filing a change of deferral election as         
provided in Section 6(a).                                                       

    (e)  Payment Upon Death.  Notwithstanding any election under Section 6(d),
if a Participant dies prior to distribution of his Deferred Stock Account, the  
balance of the credit of the Participant's Deferred Stock Account as of the     
date of death shall be paid, as soon as reasonably possible thereafter, to the  
Participant's Beneficiary.                                                      

    (f)  Methods of Payment.  All distributions under the Plan shall be in the
form of shares of Stock based on the number of whole shares of deferred stock   
credited to the Participant's Deferred Stock Account on the date as of which    
the distribution occurs and a cash payment for any fraction of a share.         

   (g)  Change in Control.  Notwithstanding any provision of the Plan to the
contrary, in the event of a Change in Control, all shares of deferred stock     
credited to a Participant's Deferred Stock Account shall be converted into cash 
in an amount equal to the product of (i) the Change in Control                  

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Stock Value, multiplied by (ii) the number of shares of deferred stock that     
have been credited to the Participant's Deferred Stock Account as of the date   
of the Change in Control.  The amount of cash resulting from the foregoing      
conversion of shares of deferred stock in a Participant's Deferred Stock        
Account shall, at the election of the Participant made in a manner approved by  
the Committee, be credited to a bookkeeping account for such Participant or     
paid out in a lump sum no later than fifteen (15) days after the date of the    
Change in Control.  If cash is credited to an account under the preceding       
sentence, income shall be credited thereto from the date of the Change in       
Control to the date of distribution at the base rate of Citibank, N.A., as in   
effect from time to time during such period.                                    

    (h)  Annual Reports.  The Committee shall furnish each Participant with an
annual report indicating the number of shares of deferred stock credited to his 
Deferred Stock Account as of the end of the preceding calendar year.            

  7.  Stock Options.  Each Eligible Board Member on December 1, 1993 shall
be granted a Stock Option to purchase 10,000 shares of Stock.  Each person who  
becomes an Eligible Board Member after such date shall be granted, on the first 
Thursday in December after his election as an Eligible Board Member (and        
provided he continues to be an Eligible Board Member on such date), a Stock     
Option to purchase 10,000 shares of Stock.  Stock Options granted under this    
Section 7 shall be non-qualified Stock Options and shall have the following     
terms and conditions:                                                           

 (a)  Exercise Price.  The exercise price per share of Stock purchasable
under the Stock Option shall be the Fair Market Value of the Stock on the date  
the Stock Option is granted.                                                    

(b)  Option Term.  The term of the Stock Option shall be ten years,   
subject to earlier termination in the event of the optionee's death or          
termination of service as an Eligible Board Member, as set forth below.         

(c)  Exercisability.  Each Stock Option shall become exercisable with 
respect to 3333 shares of Stock on the first anniversary of the date of grant,  
an additional 3333 shares of Stock on the second anniversary of the date of     
grant, and the remainder of the shares subject to the Stock Option on the third 
anniversary of the date of grant, provided that the optionee is a member of the 
Board on such date.  Notwithstanding the preceding sentence, in the event of a  
Change in Control, each Stock Option shall become fully vested and shall be     
exchanged for cash in the amount equal to the excess of the Change in Control   
Stock Value over the per share exercise price, multiplied by the number of      
shares subject to the Stock Option.                                             

  (d)  Method of Exercise.  Each exercisable Stock Option may be exercised
in whole or in part at any time during the option period by giving written      
notice of exercise to the Company specifying the number of shares to be         
purchased, accompanied by payment of the purchase price.  Payment of the        
purchase price shall be made in cash (including cash equivalents), by delivery  
of shares of Stock already owned by the optionee for at least six months, or    
any combination of the foregoing.  Stock delivered upon payment of the exercise 
price shall be valued at the Fair Market Value of the Stock on the date of      
exercise.                                                                       

    (e)  Termination of Service as Board Member.  If an optionee's status as a
member of the Board is terminated for any reason other than death, disability or
Retirement, his Stock Option may be exercised for a number of years from the    
date of such termination equal to the number of full and partial years served as
an Eligible Board Member or the end of the option term, whichever occurs first, 
and only to the extent such Stock Option was exercisable on the date of such    
termination.                                                                    

(f)  Death of Board Member.  If an optionee's status as member of the 
Board is terminated by reason of the optionee's death, his Stock Option shall   
become fully vested and may be exercised by his legal representatives only      
until the end of the 12-month period following the optionee's death, or the end 
of the option term, whichever occurs first.                                     

    (g)  Disability or Retirement of Board Member.  If an optionee's status as
a member of the Board is terminated by reason of the optionee's disability or   
Retirement, his Stock Option shall become fully vested and may be exercised     
throughout the remainder of the option term; provided, however, in the event of 
the optionee's death following termination of his status as a member of         

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the Board by reason of the optionee's disability or Retirement, his Stock Option
may be exercised by his legal representatives only until the end of the 12-month
period following the optionee's death, or the end of the option term, whichever 
occurs first.                                                                   

 (h)  Non-transferability.  No Stock Option shall be transferable by the
holder thereof other than by will or by the laws of descent and distribution.   
During the optionee's lifetime, his Stock Option shall be exercisable only by   
the optionee.                                                                   

(i)  No Stockholder Rights.  An optionee shall have neither rights to 
dividends nor other rights of a stockholder with respect to shares subject to a 
Stock Option until he has given written notice of exercise and has paid for     
such shares.                                                                    

   8.  Amendment and Termination.  The Board may discontinue the Plan at any
time or amend it from time to time.  However, the Plan shall not be amended     
more than once every six months, other than to comport with changes in the      
Internal Revenue Code or the rules thereunder.  Amendments may be made without  
shareholder approval except as required to satisfy Rule 16b-3 under the         
Exchange Act or other regulatory requirement.  No amendment or discontinuance   
of the Plan shall adversely affect any Stock Option previously granted without  
the holder's written consent.  The Company shall in no event have the power to  
reduce the amount already credited to a Participant's Deferred Stock Account as 
of the effective date of any discontinuance of the Plan nor to discontinue the  
crediting of earnings on such amounts subsequent to said date.  In the event of 
a discontinuance of the Plan, the payment of a Participant's Deferred Stock     
Account shall continue to be made in accordance with the provisions of the      
Plan.                                                                           

     9.  Adjustments for Changes in Capitalization.  In the event of any merger,
reorganization, consolidation, sale of all or substantially all assets,         
recapitalization, Stock dividend, Stock split, spin-off, split-up, extraordinary
dividend, distribution of assets or other change in corporate structure         
affecting the Stock, a substitution or adjustment, as may be determined to be   
appropriate by the Committee in its sole discretion, shall be made in the number
of shares subject to outstanding Stock Options, the exercise price per share of 
outstanding Stock Options, the number of deferred shares credited to Deferred   
Stock Accounts, and the amounts to be paid to or by award holders or the        
Company, as the case may be, with respect to outstanding awards; provided,      
however, that no such adjustment shall increase the aggregate value of any      
outstanding award or affect any outstanding award more favorably than any other 
outstanding award.                                                              

    10.  Regulatory Compliance.  Each award under the Plan shall be subject to
the requirement that, if at any time the Committee shall determine that (i) the 
listing, registration or qualification of the Stock subject or related thereto  
upon any securities exchange or under any state or federal law, (ii) the        
consent or approval of any government regulatory body or (iii) an agreement by  
the recipient of an award with respect to the disposition of Stock is necessary 
or desirable (in connection with any requirement or interpretation of any       
federal or state securities law, rule or regulation) as a condition of, or in   
connection with, the granting of such award or the issuance, purchase or        
delivery of Stock thereunder, such award shall not be granted or exercised, in  
whole or in part, unless such listing, registration, qualification, consent,    
approval or agreement shall have been effected or obtained free of any          
conditions not acceptable to the Committee.                                     

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11.  Miscellaneous.                                                   

    (a)  No Interest in Assets.  No Participant or any other person shall have
any interest in any shares of Stock credited to his Deferred Stock Account or in
any specific asset of the Company by reason of any amount credited to him       
hereunder, nor any rights to receive any distribution under the Plan except as  
and to the extent expressly provided in the Plan.  There shall be no funding of 
any benefits which may become payable on account of a deferral election         
hereunder.  No trust shall be created in connection with or by the execution or 
adoption of this Plan.  Any benefits which become payable hereunder shall be    
paid from the general assets of the Company.  Nothing in the Plan shall be      
deemed to give any person any right to participate in the Plan, except in       
accordance with the provisions of the Plan.                                     

 (b)  Restriction Against Assignment.  The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not  
to any other person or corporation.  No part of a Participant's Deferred Stock  
Account shall be liable for the debts, contracts, or engagements of any         
Participant, his Beneficiaries, or successors in interest, nor shall it be      
subject to execution by levy, attachment or garnishment or by any other legal   
or equitable proceeding, nor shall any such person have any right to alienate,  
anticipate, commute, pledge, encumber, or assign any benefits or payments       
hereunder in any manner whatsoever.                                             

     (c)  Receipt or Release.  Any payment to any Participant or his Beneficiary
in accordance with the provisions of the Plan shall, to the extent thereof, be  
in full satisfaction of all claims against the Committee and the Company and the
Committee may require such Participant or Beneficiary, as a condition precedent 
to such payment, to execute a receipt and release to such effect.               

   (d)  Payment on Behalf of Minor.  In the event any amount becomes payable
under the Plan to a minor or a person who, in the sole judgment of the          
Committee, is considered by reason of physical or mental condition to be unable 
to give a valid receipt therefor, the Committee may direct that such payment be 
made to any person found by the Committee, in its sole judgment, to have assumed
the care of such minor or other person.  Any payment made pursuant to such      
determination shall constitute a full release and discharge of the Committee and
the Company.                                                                    

  (e)  Forfeiture.  Any payment or distribution to a Participant under the
Plan which is not claimed by the Participant, Beneficiary, or other person      
entitled thereto within three years after becoming payable shall be forfeited   
and cancelled and shall remain with the Company and no other person shall have  
any right thereto or interest therein.  The Company shall not have any duty to  
give notice that amounts are payable under the Plan to any person other than    
the Participant and the designated Beneficiary or Beneficiaries.                

(f)  Withholding.  The Company may deduct from the amount of all      
distributions under the Plan any taxes required to be withheld by the Federal   
or any State or local government.                                               

(g)  Governing Law; Arbitration.  This Plan shall be construed,       
administered and enforced according to the laws of the State of Delaware,       
without regard to the conflict of laws principles thereof.  Any dispute or      
controversy arising under or in connection with this Plan shall be settled      
exclusively by arbitration in Atlanta, Georgia by three arbitrators in          
accordance with the rules of the American Arbitration Association in effect at  
the time of submission to arbitration.  Judgment may be entered on the          
arbitrators' award in any court having jurisdiction.  For purposes of settling  
any dispute or controversy arising hereunder or for the purpose of entering any 
judgment upon an                                                                

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award rendered by the arbitrators, the Company and each Participant hereby      
consent to the jurisdiction of any or all of the following courts: (i) the      
United States District Court for the Northern District of Georgia, (ii) any of  
the courts of the State of Georgia, or (iii) any other court having             
jurisdiction.  The Company and each Participant hereby waive, to the fullest    
extent permitted by applicable law, any objection which it may now or hereafter 
have to such jurisdiction and any defense of inconvenient forum. The Company and
each Participant hereby agree that a judgment upon an award rendered by the     
arbitrators may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.                                               

(h)  Reimbursement of Legal Fees.  All reasonable costs and expenses  
(including fees and disbursements of counsel) incurred by a Participant in      
seeking to obtain or enforce any payment, benefit or right provided under the   
Plan shall be paid by the Company; provided; however, that the Participant      
shall be required to repay any such amounts to the Company to the extent that   
an arbitrator or a court of competent jurisdiction issues a final, unappealable 
order setting forth a determination that the position taken by the Employee was 
frivolous or advanced in bad faith.                                             

    (i)  No Right of Continued Service.  No award under this Plan shall confer
upon any member of the Board any right to continued service on the Board.       

   (j)  Nonexclusivity of the Plan.  Neither the adoption of the Plan by the
Board nor its submission to shareholders of the Company for approval shall be   
construed as creating any limitations on the power of the Board to adopt such   
other incentive arrangements as it may deem desirable.                          

(k)  Captions.  Captions in this Plan are not part of the provisions  
hereof and shall have no force or effect.                                       

 (l)  Gender.  The masculine gender as used herein includes the feminine
gender.                                                                         

    (m)  Successors and Assigns.  This Plan shall inure to the benefit of, and
be binding upon, the parties hereto and their successors and assigns.           

(n)  Effective Date.  The Plan shall be effective upon approval by the
Company's shareholders.                                                         

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                                                                      APPENDIX C

                                                                · Download Table
                                                                        
THIS PROXY IS SOLICITED           ALUMAX INC.                 PROXY     
ON BEHALF OF             ANNUAL MEETING OF STOCKHOLDERS  PLEASE SIGN AND
THE BOARD OF DIRECTORS            MAY 29, 1997           RETURN PROMPTLY

The undersigned, a stockholder of Alumax Inc., constitutes and appoints   
MICHAEL W. BORKOWSKI, HELEN M. FEENEY and LAWRENCE B. FROST, or any one or more 
of them, each with power of substitution, the true and lawful attorneys and     
proxies of the undersigned (the exercise of power to be by a majority if more   
than two of said attorneys or substitutes are present at the meeting), to vote  
all shares of Common Stock of the Company standing in the name of the           
undersigned (unless limited hereon) at the Annual Meeting of Stockholders of the
Company or at any adjournments thereof, as effectually as the undersigned could 
do if personally voting, hereby approving, ratifying and confirming all the said
attorneys or their substitutes may lawfully do in place of the undersigned in   
the following proposed matters.                                                 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4. 

1. Election of the following nominees as Directors: Harold Brown, Pierre Des    
Marais II and J. Dennis Bonney.                                                 

                                                                · Download Table
                                                                             
FOR all nominees                                              WITHHOLD       
(except as marked to                                          AUTHORITY      
the contrary on the line                                      to vote for all
provided at the right) ______________________________________ nominees       
       [ ]                                                          [ ]      

                                                                · Download Table

                                                             FOR  AGAINST  ABSTAIN
                                                                                  
2. Ratification of the selection of Coopers & Lybrand L.L.P.                      
   as auditors.                                              [ ]    [ ]      [ ]  

PLEASE MARK, DATE AND SIGN ON THE REVERSE SIDE AND RETURN IN THE ENCLOSED 
ENVELOPE. 

CONTINUED FROM OTHER SIDE 

                                                                · Download Table

                                                             FOR  AGAINST  ABSTAIN
                                                                                  
3. Approval of an amendment to the Long Term Incentive Plan. [ ]    [ ]      [ ]  
4. Approval of an amendment to the Non-Employee Directors'                        
   Stock Compensation Plan.                                  [ ]    [ ]      [ ]  

5. In their discretion, the appointees are authorized to vote upon any other    
matters which may properly                                                      
come before the meeting or any adjournments thereof.                        

   If signed and returned, the shares represented by this Proxy will be voted in
accordance with the specifications given. If the Proxy is executed but no       
specifications are made as to voting of each item, this Proxy will be voted FOR 
Proposals 1, 2, 3 and 4.                                                        

                                                Executed on_______________, 1997

                                                ________________________________

                                                ________________________________

                                                ________________________________

NOTE: WHEN SIGNING AS ATTORNEY, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE 
YOUR FULL TITLE AS SUCH.

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                                                                      Appendix D

ALUMAX INC.   

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR USE AT THE  
ANNUAL MEETING OF STOCKHOLDERS  

MAY 29, 1997  

The undersigned, a stockholder of Alumax, Inc., hereby constitutes and
appoints MICHAEL W. BORKOWSKI, HELEN M. FEENEY and LAWRENCE B. FROST, or any    
one or more of them, each with power of substitution, the true and lawful       
attorneys and proxies of the undersigned (the exercise of power to be by a      
majority if more than two of said attorneys or substitutes are present at the   
meeting), to vote all shares of Common stock of the Company standing in the     
name of the undersigned (unless limited hereon) at the Annual Meeting of        
Stockholders of the Company or at any adjournments thereof, as effectually as   
the undersigned could do if personally voting, hereby approving, ratifying and  
confirming all the said attorneys or their substitutes may lawfully do in place 
of the undersigned in the proposed matters appearing on the reverse side.       

PLEASE MARK, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY  
IN THE ENCLOSED ENVELOPE.   

- FOLD AND DETACH HERE -  

IF SIGNED AND RETURNED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN   
ACCORDANCE WITH THE SPECIFICATIONS GIVEN. IF THE PROXY IS EXECUTED BUT NO       
SPECIFICATIONS ARE MADE AS TO VOTING OF EACH ITEM, THIS PROXY WILL BE VOTED FOR 
PROPOSALS 1, 2, 3 AND 4.                                                        
                                                             Please mark
                                                        [X] your votes
                                                          this way

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.   

                                                                · Download Table

1. Election of the following nominees as Directors:                                 
                                                           FOR all       WITHHOLD   
                                                          nominees     AUTHORITY to 
Harold Brown, Pierre Des Marais II and J. Dennis Bonney. except any    vote for all 
                                                         indicated   listed nominees
                                                                                    
                                                             [ ]            [ ]     

(Instruction: To withhold authority to vote for individual nominees, write the  
nominees' names on the line below)  

________________________________________________________________________________

                                                                · Download Table
                                               FOR  AGAINST  ABSTAIN
                                                                    
2. Ratification of the selection of Coopers &                       
   Lybrand L.L.P. as auditors.                 [ ]    [ ]      [ ]  

3. Approval of an amendment to the                                  
   Long Term Incentive Plan.                   [ ]    [ ]      [ ]  

4. Approval of an amendment to the                                  
   Non-Employee Directors' Stock               [ ]    [ ]      [ ]  
   Compensation Plan.                                               

5. In their discretion, the appointees are                                      
authorized to vote upon any other matters                                 
which may properly come before the                                        
meeting or any adjournments thereof.                                      

Signature(s)________________________________________    Date____________________

Please date and sign your name as it appears above and return in the enclosed   
envelope. When signing as an attorney, executor, administrator, trustee or      
guardian, please give title as such. If the signer is a corporation, please sign
full corporate name by authorized officer and attach corporate seal. For joint  
accounts, each joint owner should sign.                                         

- FOLD AND DETACH HERE -  

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                                                                    APPENDIX E

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   

ALUMAX INC. THRIFT PLAN FOR SALARIED EMPLOYEES  

ALUMAX INC. THRIFT PLAN FOR HOURLY EMPLOYEES  

CONFIDENTIAL VOTING INSTRUCTIONS  
(WILL BE SEEN ONLY BY AUTHORIZED REPRESENTATIVES OF THE TRUSTEE)  

    This Proxy is solicited on behalf of the Board of Directors for use at the
Annual Meeting of Stockholders to be held on Thursday, May 29, 1997 at 10:00    
a.m., Eastern Daylight Savings Time, in the Third Floor Auditorium of The Chase 
Manhattan Bank Building, 270 Park Avenue, New York, New York.                   

The Undersigned hereby instructs The Chase Manhattan Bank, N.A.*, as  
Trustee of the Alumax Inc. Thrift Plan for Salaried Employees and the Alumax    
Inc. Thrift Plan for Hourly Employees, to vote the shares of Alumax Inc. Common 
Stock credited to my account under the Plan(s) at the Annual Meeting and at any 
adjournment(s) thereof in accordance with the instructions which I have given   
on the reverse side.                                                            

PLEASE MARK, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY  
IN THE ENCLOSED ENVELOPE  

* The Chase Manhattan Bank, N.A., Trustee, has appointed ChaseMellon            
Shareholder Services, L.L.C. as Agent to tally the votes.                   

- FOLD AND DETACH HERE -  

IF SIGNED AND RETURNED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN   
ACCORDANCE WITH THE SPECIFICATIONS GIVEN. IF THE PROXY IS EXECUTED BUT NO       
SPECIFICATIONS ARE MADE AS TO VOTING OF EACH ITEM, THIS PROXY WILL BE VOTED FOR 
PROPOSALS 1, 2, 3 AND 4.                                                        
                                                             Please mark
                                                        [X] your votes
                                                          this way

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.   

                                                                · Download Table

1. Election of the following nominees as Directors:                                 
                                                           FOR all       WITHHOLD   
                                                          nominees     AUTHORITY to 
Harold Brown, Pierre Des Marais II and J. Dennis Bonney. except any    vote for all 
                                                         indicated   listed nominees
                                                                                    
                                                             [ ]            [ ]     

(Instruction: To withhold authority to vote for individual nominees, write the  
nominees' names on the line below)  

________________________________________________________________________________

                                                                · Download Table
                                               FOR  AGAINST  ABSTAIN
                                                                    
2. Ratification of the selection of Coopers &                       
   Lybrand L.L.P. as auditors.                 [ ]    [ ]      [ ]  

3. Approval of an amendment to the                                  
   Long Term Incentive Plan.                   [ ]    [ ]      [ ]  

4. Approval of an amendment to the                                  
   Non-Employee Directors' Stock               [ ]    [ ]      [ ]  
   Compensation Plan.                                               

5. In their discretion, the appointees are authorized to vote upon any          
other matters which may properly come before the meeting or any           
adjournments thereof.                                                     

TRUSTEE AUTHORIZATION   

      I hereby authorize The Chase Manhattan Bank, N.A.*, as Trustee under
        the Alumax Inc. Thrift Plan for Salaried Employees and the Alumax Inc.
     Thrift Plan for Hourly Employees, to vote the shares of Alumax Inc.
   Common Stock held for my account under said Plan(s) at the Annual
Meeting in accordance with the instructions given above.      

        *   The Chase Manhattan Bank, N.A., Trustee, has appointed ChaseMellon
Shareholder Services, L.L.C. as Agent to tally the votes.     

Signature(s)________________________________________    Date____________________

Please date and sign your name as it appears above and return in the enclosed   
envelope. When signing as an attorney, executor, administrator, trustee or      
guardian, please give title as such.                                            

- FOLD AND DETACH HERE -  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This DEF 14A Filing		Date		First		Last			Other Filings
		10/28/93		50
		11/4/93		22
		11/15/93		13
		12/1/93		58
		11/15/94		13
		1/1/96		19		21
		3/7/96		16
		8/15/96		43		47
		10/3/96		3		52
		12/5/96		13		16
		12/31/96		12		26			10-K
		1/1/97		14
		2/3/97		27
		3/5/97		13
		3/6/97		27
		3/14/97		11
		3/31/97		3		25			10-Q
Filed On / Filed As Of		4/4/97
		4/8/97		3		4
For The Period Ended		5/29/97		3		64
		11/15/97		14		17
		12/10/97		28
		5/28/98		28
		11/15/98		14		17
		12/31/98		17		20
		11/15/99		14		17
		12/31/99		13		25
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