1
EXHIBIT 10.07

ALUMAX INC.

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

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

- --------------------------------------------------------------------------------
2
ALUMAX INC.

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

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

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

Page
----

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

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

3. Participation.......................................................... 4

a. Plan is Voluntary............................................. 4
b. Filing of Application......................................... 4
c. Designation of Beneficiary.................................... 5

4. Accrual of Benefits.................................................... 5

a. Deferred Compensation......................................... 5
b. Earnings...................................................... 5
c. Vesting....................................................... 6

5. Distribution of Benefits............................................... 6

a. Time of Distribution.......................................... 6
b. Payment Upon Death............................................ 6
c. Methods of Payment............................................ 6

6. The Administrator...................................................... 7

a. Appointment................................................... 7
b. Rights and Duties............................................. 7
c. Annual Reports................................................ 7
d. Information................................................... 7
e. Compensation, Indemnity and Liability......................... 8

7. Amendment and Discontinuance........................................... 8

a. Amendments.................................................... 8
b. Discontinuance of Plan........................................ 8

3
ALUMAX INC.

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

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

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

Page
----

8. General Provisions..................................................... 8

a. No Interest in Assets......................................... 8
b. Restriction Against Assignment................................ 8
c. Receipt or Release............................................ 9
d. Payment on Behalf of Minor.................................... 9
e. Forfeiture.................................................... 9
f. Withholding................................................... 9
g. Governing Law; Arbitration.................................... 9
h. Captions...................................................... 10
i. Gender........................................................ 10
j. Successors and Assigns........................................ 10
k. Effective Date................................................ 10

9. Roll-Over for Former AMAX Inc. Directors................................ 10

Annex A - Alumax Inc. Deferred Compensation Plan for Former Directors of AMAX
Inc.
4
NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN

1. Purpose.

The purpose of this Non-Employee Directors' Deferred
Compensation Plan (the "Plan") is to assist Alumax Inc. (the "Company") in
recruiting qualified individuals to serve as non-employee members of the Board
of Directors of the Company, and to provide an incentive to such persons to
continue to serve the Company in that capacity.

2. Definitions.

Whenever the following terms are used herein, with the first
letter capitalized, they shall have the meanings specified below:

(a) "Account" means the account maintained by the
Administrator for each Participant which is to be credited, as hereinafter set
forth, with Stock equal in value to the amount of the Participant's Compensation
which is deferred pursuant to this Plan, together with the earnings thereon as
provided for herein.

(b) "Administrator" means the individual appointed by the
Board of Directors to administer the Plan.

(c) "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.

(d) "Beneficiary" or "Beneficiaries" means 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.
5
(e) "Board" means the Company's Board of Directors.

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

(g) "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 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;

- 2 -
6
(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 the Board 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 Continuing Directors of the
Company 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 Continuing Directors of the
Company 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.

Notwithstanding the foregoing, unless otherwise determined by
a majority of the 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.

(h) "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;

- 3 -
7
(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).

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

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

(k) "Compensation" means for any Plan Year all retainer,
meeting, committee and chair fees payable in cash to a Board Member for service
on the Board, before any reduction pursuant to this Plan.

(l) "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.

(m) "Participant" means any Board Member who actually
participates in this Plan in any Plan Year and who is entitled to a benefit
hereunder.

(n) "Plan Year" shall mean each year beginning on the first
day of January and ending on the 31st day of December, commencing with the year
beginning on January 1, 1994.

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

3. Participation.

(a) Plan is Voluntary.

Participation in the Plan is voluntary.

(b) Filing of Application.

To participate in the Plan for any Plan Year a Board Member
must file a written application with the Administrator no later than the June 30
immediately preceding such Plan Year. The Administrator shall notify each Board
Member of his prospective eligibility to participate in the Plan at least thirty
(30) days prior to the time he must file an application for participation.

- 4 -
8
Notwithstanding the foregoing, a person who first becomes a Board Member after
June 30 may file an application within 30 days of the date the individual
becomes a Board Member, and shall be effective to defer only Compensation earned
more than six months following the date of his application. The application for
participation shall signify the Board Member's acceptance of the benefits and
terms of the Plan, and state the portion of his Compensation that he elects to
defer and the time when the Board Member desires distribution of his benefits
under the Plan. An election to defer Compensation may be revoked or changed for
future Plan Years if such revocation or change is made at least six months prior
to the beginning of the Plan Year to which it relates. No deferral of
Compensation shall be effective and no Account shall be credited with deferred
Stock, unless and until the Committee approves the Participant's deferral
election.

Upon forms provided by the Administrator, 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 Administrator. [The spouse of a Participant shall join in any
designation of the Beneficiary or Beneficiaries other than such spouse.] The
Company and the Administrator may rely upon the Beneficiary designation last
filed in accordance with the terms of the Plan.

4. Accrual of Benefits.

(a) Deferred Compensation.

Each Board Member who elects to participate in this Plan for any Plan
Year must irrevocably elect to defer the receipt of all or a specified
percentage of his Compensation in accordance with the terms of Section 3(b).
Said amount shall be credited to such Board Member's Account in accordance with
Section 4(b) and shall be paid in accordance with Section 5.

(b) Earnings.

The amount of Compensation that each Participant elects to
defer under this Plan shall increase or decrease in value during the period of
deferral based on the market price of Stock. On the date the Plan is credited
with the deferred Compensation of a Participant (which shall be the same date
the Participant would have received such Compensation had a deferral election
not then been in effect), the Participant's Account shall be credited with a
number of shares of deferred Stock (including fractions) having a value equal to
the amount of the Participant's Compensation deferred on that date. The value of
Stock shall be determined 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.

Whenever dividends are paid with respect to shares of Stock,
each Participant's 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 shares of deferred Stock
(including fractions) credited to a Participant's Account as of the record date
for dividend purposes. For purposes of crediting dividends, the value of Stock
shall be

- 5 -
9
determined as of the day dividends are actually paid on Stock and in the same
manner as is used for crediting deferred Compensation to Accounts.

The number of shares of deferred Stock in each Participant's
Account shall be appropriately adjusted and modified upon the occurrence of any
stock split, reverse stock split, stock dividend, or stock consolidation.
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
Account shall be converted into cash in an amount equal to the product of (i)
the Change in Control Stock Value, multiplied by (ii) the number of shares of
deferred Stock that have been credited to each Participant's 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 Account shall, at the
election of the Participant made in a manner approved by the Administrator, be
credited to such Participant's Account 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 a Participant's Account under this paragraph, 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.

The interest of each Participant in any benefit accrued
hereunder shall be fully vested and nonforfeitable at all times.

5. Distribution of Benefits.

(a) Time of Distribution.

A Participant may elect to have the balance of his Account
distributed to him (i) as soon as reasonably possible after the Participant
ceases to be a Board Member, or (ii) on the January 1 occurring a stated number
of years after the Participant ceases to be a Board Member in lump sum or up to
ten (10) installments. Such an election shall be made on the application filed
pursuant to Section 3(b) and shall be irrevocable once made. However, a
Participant may elect a different distribution date(s) for Compensation deferred
in subsequent years by filing a change of deferral election as provided in
Section 3(b).

(b) Payment Upon Death.

Notwithstanding any election under Section 5(a), if a
Participant dies prior to distribution of his Account, the balance of the credit
of the Participant's Account as of the date of death shall be paid, as soon as
reasonably possible thereafter, to the Participant's Beneficiary or
Beneficiaries.

Distributions under the Plan with respect to deferral
elections shall consist of shares of Stock equal to the number of whole shares
of Stock credited to the Participant's Account on the date as of which the
distribution(s) occurs and a cash payment for any fraction of a share. Each
Participant, or Beneficiary, agrees that prior to distribution of any benefit
under the Plan he will make such representations and execute such documents as
are deemed by the Administrator necessary to comply with applicable securities
laws.

- 6 -
10
6. The Administrator.

(a) Appointment.

An Administrator shall be appointed by the Board of Directors
to administer the Plan as provided herein.

(b) Rights and Duties.

The Administrator, on behalf of the Participants and their
Beneficiaries, shall enforce the Plan in accordance with its terms, shall be
charged with the general administration of the Plan, and shall have all powers
necessary to accomplish those purposes, including, but not by way of limitation,
the following:

(i) to compute and certify the amount and kind of benefits
payable to Participants and their Beneficiaries;

(ii) to maintain or to designate any person or entity to
maintain all the necessary records for the administration of
the Plan;

(iii) to make and publish such rules for the regulation of the
Plan as are not inconsistent with the terms hereof; and

(iv) to provide for disclosure of such information and filing
or provision of such reports and statements to Participants or
Beneficiaries under this Plan as the Administrator deems
appropriate.

All actions of the Administrator shall be conclusive on all persons interested
in the Plan except to the extent otherwise specifically indicated herein. The
Administrator may appoint a plan administrator and agents, and delegate thereto
such powers and duties in connection with the administration of the Plan as the
Administrator may from time to time prescribe.

The Administrator shall furnish each Participant with an
annual report indicating the number of shares of Stock credited to his Account
as of the end of the preceding calendar year.

(d) Information.

To enable the Administrator to perform his functions, the Company shall
supply full and timely information to the Administrator on all matters relating
to the Compensation of all Participants, their status as Board Members, their
contributions, and such other pertinent facts as the Administrator may require.

(e) Compensation, Indemnity and Liability.

The Administrator shall serve without bond, except as otherwise
required by law, and without compensation for his services hereunder. All
expenses of the Administrator shall be paid by the Company and the Company shall
furnish the Administrator with such clerical and other assistance as is
necessary in the performance of his duties.

- 7 -
11
The Administrator shall not be liable for any act or omission on his
part, excepting only his own willful misconduct or gross negligence. The Company
shall indemnify and save harmless the Administrator against any and all expenses
and liabilities arising out of his administration of the Plan, excepting only
expenses and liabilities arising out of his own willful misconduct or gross
negligence.

7. Amendment and Discontinuance.

(a) Amendments.

The Board shall have the right to amend the Plan from time to
time, and to amend or cancel any amendments; provided, however, that no
amendment shall reduce any amount already credited to a Participant's Account as
of the effective date of such amendment.

(b) Discontinuance of Plan.

It is the expectation of the Company that the Plan will be
continued indefinitely, but continuance of the Plan is not assumed as a
contractual obligation of the Company, and the right is reserved by the Company
at any time to reduce, suspend, or discontinue the Plan; provided, however, the
Company shall in no event have the power to reduce the amount already credited
to a Participant's Account as of the effective date of any such reduction,
suspension or discontinuance nor to discontinue the crediting of earnings on
such amounts subsequent to said date. In the event of a reduction, suspension or
discontinuance of the Plan, the payment of benefits accrued hereunder shall
continue to be made in accordance with the provisions of the Plan.

8. General Provisions.

(a) No Interest in Assets.

No Participant or any other person shall have any interest in
any shares of Stock credited to his 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 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 Board Member 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 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.

- 8 -
12
(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 Administrator and the Company and
the Administrator 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 Administrator, is considered
by reason of physical or mental condition to be unable to give a valid receipt
therefor, the Administrator may direct that such payment be made to any person
found by the Administrator, in his 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 Administrator 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 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.

- 9 -
13
(h) Captions.

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

(i) Gender.

The masculine gender as used herein includes the feminine
gender.

(j) Successors and Assigns.

This Plan shall inure to the benefit of, and be binding upon,
the parties hereto and their successors and assigns.

(k) Effective Date.

This Plan shall become effective upon its approval by
stockholders of the Company.

9. Roll-Over for Former AMAX Inc. Directors

This Plan shall also include, as a sub-plan, the Alumax Inc.
Deferred Compensation Plan for former directors of AMAX Inc., in the same form
as Annex A hereto.

- 10 -