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                                                                    EXHIBIT 10.7

                     AMENDMENT TO THE IMCO RECYCLING INC.
                           ANNUAL INCENTIVE PROGRAM
(As previously amended February 25, 1997, April 1, 1997, May 13, 1997, May 13,
                   1998, October 20, 1999 and May 10, 2000)


     This Amendment (the "Amendment") to the IMCO Recycling Inc. Annual
Incentive Program, as previously amended February 25, 1997, April 1, 1997, May
13, 1997, May 13, 1998, October 20, 1999 and May 10, 2000 (the "Plan"), is
hereby made, effective as of the 12th day of February, 2001. Except as expressly
amended or modified by this Amendment, the terms of the Plan are hereby ratified
and confirmed and shall remain in full force and effect for all purposes. Any
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them as set forth in the Plan.

                                   AMENDMENT
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1.   The following defined terms are hereby added to Article I of the Plan, to
appear in alphabetical order:

     "Annual Meeting Date" has the meaning assigned to it in Section 9.3.

     "Annual Retainer" has the meaning assigned to it in Section 9.1.

     "Election" has the meaning assigned to it in Section 9.2.

     "Election Portion" has the meaning assigned to it in Section 9.2.

     "Stock Portion" has the meaning assigned to it in Section 9.2.

2.   The defined terms "Average Fair Market Value," "Retainer Shares" and "Stock
Award Date" are hereby deleted in their entirety from Article I of the Plan.

3.   Article IX of the Plan is hereby repealed in its entirety and a new Article
IX is adopted to read as follows:

                                  "ARTICLE IX
                          NON-EMPLOYEE DIRECTOR FEES

          9.1  ANNUAL RETAINER. Each non-employee director of the Company shall
     be entitled to an annual retainer in an amount as determined from time to
     time by the Board, which amount may be amended at any time and from time to
     time at the discretion of the Board, payable in quarterly installments in
     accordance with this Article IX (an "Annual Retainer").

          9.2  PAYMENT OF ANNUAL RETAINER. Each individual serving as a non-
     employee director as of the close of business on the date of the annual
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     meeting of the stockholders of the Company (the "Annual Meeting Date")
     shall be entitled to be paid an Annual Retainer determined as follows:

               (i)  one-half (1/2) of the Annual Retainer payable in shares of
          Common Stock (the "Stock Portion"); and

               (ii) one-half (1/2) of the Annual Retainer payable in either
          cash or shares of Common Stock as designated by the non-employee
          director's Election (as defined herein) (the "Election Portion").

          9.3  ELECTION. On each Annual Meeting Date, each incumbent non-
     employee director shall elect and designate (each, an "Election") to
     receive his Election Portion to be paid to him in either cash or in shares
     of Common Stock over the next twelve (12) months. The Election Portion, as
     well as the Stock Portion, will be paid in four equal installments, with
     each installment being payable on or before that date which is fifteen (15)
     days after the last day of each fiscal quarter of the Company succeeding
     such Annual Meeting Date, until the date of the next Annual Meeting of
     Stockholders. The number of shares to be issued in an installment shall be
     determined by dividing (i) an amount expressed in U.S. dollars equal to
     one-fourth (1/4) or one-eighth (1/8) of the Annual Retainer (depending on
     whether the Election Portion is payable in cash or stock), by (ii) the Fair
     Market Value per share of Common Stock as of the close of business on the
     last day of such fiscal quarter. Upon the issuance of stock certificates
     representing shares of Common Stock, the non-employee director shall become
     a stockholder of the Company with respect to such shares of Common Stock
     and shall be entitled to own and vote such shares in accordance with the
     Certificate of Incorporation and Bylaws of the Company, each as amended.

          9.4  NEWLY-ELECTED OR NEWLY-APPOINTED DIRECTORS; DIRECTORS AS OF
     JANUARY 1, 2001. If a non-employee director is elected or appointed to the
     Board on any date which is not an Annual Meeting Date, such new non-
     employee director shall make his Election within ten (10) days of his
     becoming a member of the Board. Additionally, each non-employee director of
     the Company who is serving as a director as of January 1, 2001, shall be
     entitled to make an Election within ten (10) business days of his receipt
     of notification to do so by the Board.

          9.5  PRORATION. If deemed appropriate, the Committee in its sole
     discretion may prorate the Annual Retainer amount for any non-employee
     director by any method that the Committee or Board deems fair and equitable
     under the circumstances.

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          9.6  FRACTIONAL SHARES. No fractional shares of Common Stock shall be
     issued to any non-employee director hereunder and any fraction of a share
     resulting from the payment of any Annual Retainer shall be paid in cash."


     IN WITNESS WHEREOF, the Board of Directors of IMCO Recycling Inc., a
Delaware corporation, has caused this Amendment to the Plan to be adopted
effective as of the date first written above and has instructed the officer
indicated below to sign same for and on behalf of such corporation.

                                   IMCO RECYCLING INC.


                                   By:___________________________
                                        Paul V. Dufour
                                        Executive Vice President

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