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                                                                   EXHIBIT 10.01







                                 ALUMAX INC.
                             EXCESS BENEFIT PLAN
                                      
                      Effective as of November 15, 1993
                       and as Amended on August 3, 1995
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                                 ALUMAX INC.
                             EXCESS BENEFIT PLAN
                                      
                              TABLE OF CONTENTS

                                                                        PAGE
                                  ARTICLE I
                            ESTABLISHMENT OF PLAN
 ..........................................................................1


                                  ARTICLE 2
                                 DEFINITIONS
Account...................................................................2
Beneficial Owner..........................................................2
Beneficiary...............................................................2
Board.....................................................................3
Change in Control.........................................................3
Code......................................................................5
Committee.................................................................5
Company Contribution......................................................5
Compensation..............................................................5
Effective Date............................................................5
Participant...............................................................6
Participant Account.......................................................6
Participant Contribution..................................................6
Plan......................................................................6
Plan Year.................................................................6
Prior Plan................................................................6
Retirement Plan...........................................................6
Thrift Plan...............................................................7
Valuation Date............................................................7


                                  ARTICLE 3
                                PARTICIPATION

3.01    Participation in Excess Thrift Plan Benefits......................8
3.02    Participation in Excess Retirement Plan Benefits..................8


                                  ARTICLE 4
                         EXCESS THRIFT PLAN BENEFITS

4.01    Participant Accounts..............................................9
4.02    Participant Contributions.........................................9
4.03    Company Contributions.............................................9
4.04    Vesting..........................................................10
4.05    Payment of Benefits..............................................10
4.06    Timing of Distributions..........................................11
                                           
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                                  ARTICLE 5
                       EXCESS RETIREMENT PLAN BENEFITS

5.01    Accrual of Retirement Benefits...................................12
5.02    Surviving Spouse and Child Benefits..............................12
5.03    Vesting..........................................................12
5.04    Payment of Benefits..............................................12
5.05    Changes in Beneficiaries.........................................13

                                  ARTICLE 6
                              GENERAL PROVISIONS

6.01    Funding..........................................................14
6.02    Modification, Amendment, Etc.....................................14
6.03    Termination and Discontinuance...................................14
6.04    Administration and Interpretation................................15
6.05    Appointment of Subcommittees.....................................15
6.06    No Contract of Employment........................................15
6.07    Facility of Payment..............................................15
6.08    Withholding of Taxes.............................................15
6.09    Nonalienation....................................................16
6.10    Construction.....................................................16
6.11    Defined Terms....................................................16

                                    - ii -





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                                  ALUMAX INC.
                              EXCESS BENEFIT PLAN


                                   ARTICLE 1
                             ESTABLISHMENT OF PLAN

       Alumax Inc. hereby establishes, effective as of November 15, 1993, a
deferred compensation plan which shall be known as the Alumax Inc. Excess
Benefit Plan.  The purpose of the Plan is to provide pension benefits for those
employees whose retirement benefits and contributions under the Retirement Plan
For Salaried Employees of Alumax Inc. and its Subsidiaries (hereinafter the
"Retirement Plan") and the Alumax Inc. Thrift Plan For Salaried Employees
(hereinafter the "Thrift Plan") are reduced because of the non-discrimination 
requirements of Sections 401(a)(4) and 410(b) of the Internal Revenue Code and
limitations imposed by Sections 401(a)(17) and 415  of the Internal Revenue
Code.

       Upon the Effective Date, the liability for accrued benefits under the
AMAX Inc. Excess Benefit Plan (the "Prior Plan") corresponding to the interests
of employees of the Company (excluding former employees of AMAX Inc. who become
employees of the Company and whose accrued benefits under the Prior Plan are
paid out by AMAX Inc.) will be transferred to and assumed by the Plan.
Participants shall receive credit for all service recognized under the Prior
Plan, and accrued benefits under the Prior Plan shall become such Participants'
accrued benefits under this Plan except to the extent of any accrued
benefits under the Prior Plan that are paid out by AMAX Inc.

       The Company intends that the benefits provided pursuant to the Plan shall
be unfunded and that no Participant's rights to benefits under the Plan shall
be greater than the rights of unsecured general creditors of the Company.
However, nothing herein shall prevent the Company from establishing appropriate
bookkeeping reserves (which are required herein), trust accounts, life insurance
contracts, or other funding and accounting mechanisms to discharge the Company's
obligations under the Plan provided that such funding or bookkeeping mechanisms
do not create rights for Plan Participants which will result in constructive
receipt of Plan benefits for income tax purposes or will cause the Plan not to
be deemed unfunded under Sections 4(a)(5) or 401(a)(1) of the Employee
Retirement Income Security Act of 1974 ("ERISA").


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                                   ARTICLE 2
                                  DEFINITIONS


     Certain terms of this Plan have defined meanings which are set forth in
this Article and which shall govern unless the context in which they are used
clearly indicates that some other meaning is intended.

     Account shall mean a bookkeeping account maintained by the Company to
which shall be credited contributions and adjusted as provided in Article 4.

     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
February 1, 1991 under the Securities Exchange Act of 1934, as amended (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 (x) 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 (y) 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 (x) or
clause (y) 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 or 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.

     Beneficiary shall mean any person or persons designated by a Participant
on a form provided by the Committee to receive benefits hereunder in the event
of the Participant's death.  If any Participant shall fail to designate a
Beneficiary or shall designate a Beneficiary who shall fail to survive the
Participant, the Beneficiary shall be beneficiary designated under the Thrift
Plan for the benefits described in Article 4 and the Retirement Plan for the
benefits described in Article 5. If no surviving Beneficiary has been
designated under the Thrift or Retirement Plans, the Beneficiary shall be the
Participant's estate.

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       Board shall mean the Board of Directors of Alumax Inc.

       Change in Control shall mean the occurrence of any of the following
events:

       (a)    any person is or becomes the Beneficial Owner, directly or
              indirectly, of securities of the Company representing 20% or more
              of the combined voting power of the Company's then outstanding
              securities (a "20% Beneficial Owner"), provided, however, that (i)
              the term "20% Beneficial Owner" shall not include any Beneficial
              Owner who has crossed such 20% 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 (ii) 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% of the combined voting
              power of the Company's then outstanding securities;

       (b)    during any period of two consecutive years beginning after
              November 15, 1993, individuals who at the beginning of such period
              constitute the Board of Directors of the Company together with
              those individuals who first become 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 of Directors of the
              Company;

       (c)    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

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              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 (c), 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;

       (d)    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

       (e)    any other event which the Board of Directors of the Company
              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");


                                     - 4 -

<PAGE>   8

              (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, 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 of Directors of the Company, 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 of Directors or
              of such other board of directors.

       Notwithstanding the foregoing, unless a majority of the Continuing
Directors determines otherwise, no Change in Control shall be deemed to have
occurred with respect to a particular Participant under this Plan 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.

       Code shall mean the Internal Revenue Code of 1986, as amended.

       Committee shall mean the Retirement Plan Committee designated in the
Retirement Plan.

       Company shall mean Alumax Inc. and any affiliated company designated by
the Board whose employees are eligible to participate in the Plan.

       Company Contribution shall mean the contribution made by the Company
described in section 4.03.

       Compensation shall mean, for the purposes of Article 4, a Participant's
compensation as defined in the Thrift Plan and, for purposes of Article 5, a
Participant's compensation as defined under the Retirement Plan, both determined
without regard to the limitation imposed by Code Section 401(a)(17).



                                     - 5 -


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        Effective Date shall mean November 15, 1993.

        Participant shall mean each participant in the Thrift Plan whose annual
additions (as defined in Code Section 415(c)(2)) in any Plan Year exceed (or
would exceed) the limitations imposed by Code Sections 415 (c)(1) or 415(e) or
whose contributions to the Thrift Plan are limited by reason of Code Section
401(a)(17) of the Code.  In addition, Participant shall mean each participant
in the Retirement Plan whose annual benefit during a Plan Year exceeds the
limitations imposed by Code Sections 415(b) or 415(e) or whose benefit is
limited during such Plan Years by reason of Code Section 401(a)(17).  To the
extent not otherwise described above, "Participant" shall also mean any
employee of the Company who participated in the Prior Plan.

        Participant Account shall have the meaning set forth in Section 4.01
hereof.

        Participant Contribution shall mean the amount of compensation the
receipt of which a Participant elects to defer and instead have credited to
the Participant's Account pursuant to Article 3 hereof, which election must be
made prior to the beginning of the period during which the compensation is
earned and for which amounts are contributed.  A Participant shall not be
entitled to have a Participant Contribution made on his behalf for any Plan
Year unless (i) the Participant is precluded under Code Section 415 from making
the maximum permissible contribution under Section 4.01 of the Thrift Plan for
that Plan Year, or (ii) the Participant's compensation for determining the
contributions under Section 4.01 of the Thrift Plan is reduced by reason of
Code Section 401(a)(17).  However, the maximum Participant Contribution the
Participant can make for the Plan Year shall be the difference between (x) 6%
of the Participant's compensation (within the meaning of Article 2 of the
Thrift Plan, but without regard to the limitation imposed by Code Section
401(a)(17) for the Plan Year), and (y) the Participant's actual contributions
for the Plan Year made pursuant to Section 4.01 of the Thrift Plan, except that
actual contributions made by a Participant in excess of 6% of the Participant's
Compensation (as defined in the Thrift Plan) shall be disregarded for this
purpose.

        Plan shall mean the Alumax Inc. Excess Benefit Plan as set forth in
this document together with any subsequent amendments hereto.

        Plan Year shall mean the calendar year.

        Prior Plan shall have the meaning set forth in Article 1 hereof.

        Retirement Plan shall mean the Retirement Plan For Salaried Employees
of Alumax Inc. and its Subsidiaries

                                    - 6 -






<PAGE>   10
effective as of November 15, 1993 and as amended from time to time thereafter.

        Thrift Plan shall mean the Alumax Inc. Thrift Plan For Salaried
Employees as effective November 15, 1993 and as amended from time to time
thereafter.

        Valuation Date shall mean, for the purposes of Article 4, the Valuation
Date under the Thrift Plan and, for purposes of Article 5 the date of the
annual actuarial valuation under the Retirement Plan.  Valuation Date shall 
also mean such other dates as the Committee determines are necessary or
appropriate, to value the Accounts or accrued benefits of Participants
hereunder.


                                    - 7 -






<PAGE>   11
                                  ARTICLE 3
                                PARTICIPATION


3.01    Participation in Excess Thrift Plan Benefits

        Prior to the beginning of each Plan Year, the Committee shall
        provide to each Participant who is a participant in the Thrift Plan and
        whose additions or contributions under the Thrift Plan are limited as a
        result of the application of Code Sections 401(a)(17) or 415 with an 
        election form upon which the Participant may elect to make a Participant
        Contribution.  A Participant may make a Participant Contribution by
        means of payroll deduction in any whole percentage of not less than 1%
        nor more than 6% of the Participant's Compensation during any pay
        period.

        Such election shall remain in effect for the Plan Year or until revoked 
        by the Participant if sooner.  Once revoked, a Participant may not make 
        a Participant Contribution to the Plan until the beginning of the next
        Plan Year.

3.02    Participation in Excess Retirement Plan Benefits

        Any Participant who is a participant in the Retirement Plan and
        whose benefits under the Retirement Plan are limited as a result of the
        exceptions applicable to certain Flight Crew Employees who are highly
        compensated employees (within the meaning of Code Section 414(q)) under
        Sections 1.27 and 3.02 of the Retirement Plan and the application of 
        Code Sections 401(a)(17) or 415 shall commence participation in this 
        Plan effective as of the first day of the Plan Year during which any 
        such limitation first applies.


                                     - 8 -
<PAGE>   12
                                  ARTICLE 4
                         EXCESS THRIFT PLAN BENEFITS

4.01    Participant Accounts

        The Committee shall establish an Account for each Participant
        (a "Participant Account") which shall be credited with the
        Participant's Contributions, the Company Contributions and all
        adjustments thereto.

4.02    Participant Contributions

        All Participant Contributions made by a Participant since the
        preceding Valuation Date shall be credited to the Participant's Account
        as of each Valuation Date.  Thereafter, the Participant's Contribution
        Account shall be adjusted on each Valuation Date by the Committee to
        reflect the income or loss that would have been credited under the
        Thrift Plan had the Participant's Contributions been made thereunder.

4.03    Company Contributions

        (a)     Matching of Participant Contributions

                On each Valuation Date, the Participant's Account shall
                be credited with a Company Contribution determined as follows:

                The Participant's Contributions under this Plan shall
                be multiplied by 75% and the product shall be the Employer
                Contribution as of each Valuation Date.  In addition, in the
                event that a Participant made the maximum permitted Pre-Tax
                Contribution to the Thrift Plan and made no after-tax
                contributions to the Thrift Plan, the match on the Participant's
                Pre-Tax Contributions not matched under the Thrift Plan shall
                be made hereunder and the amount of such unmatched Thrift Plan
                contributions shall reduce the amount of Participant
                Contributions hereunder.

                The Company Contribution determined above shall be
                adjusted as of each subsequent Valuation Date in accordance
                with rules established by the Committee to reflect the income
                or loss that would have been credited if the Employer
                Contribution had been credited to the Participant's Employer
                Matching Contribution Account pursuant to Section 4.02 of the
                Thrift Plan on each Valuation Date.

        (b)     Matching of Thrift Plan Contributions

                As of each Valuation Date, the Company shall credit
                each Participant's Account with the amount by which the
                Participant's Employer Matching Contribution Account under the
                Thrift Plan is reduced on such Valuation Date to comply with
                the requirements of Code Section 415.  This Company Contribution
                shall be adjusted as of each subsequent Valuation Date in

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<PAGE>   13
                accordance with rules established by the Committee to reflect 
                the income or loss that would have been credited if the
                employer matching contributions had been credited to the
                Participant's Account under the Thrift Plan on the Valuation
                Dates specified in the Thrift Plan.

4.04    Vesting
        
        A Participant's Account shall become nonforfeitable as follows:

        (a)     Contributions by Participants shall be nonforfeitable at all 
                times.

        (b)     Company Contributions shall become nonforfeitable in accordance
                with the Vesting Schedule and Vesting Service rules set
                forth in the Thrift Plan or upon retirement with the Company's
                consent, if earlier.  For this purpose, Participants shall
                receive credit for Vesting Service prior to the Effective Date.

        (c)     Company Contributions shall become nonforfeitable as of the 
                date of a Change in Control.

        Nothing in this Section shall be deemed to confer upon any
        Participant rights greater than those of an unsecured general creditor
        of the Company to payment of benefits hereunder.

4.05    Payment of Benefits

        A Participant shall be entitled to receive payment of his Plan Account
        from the Company as follows:

        (a)     Upon the Participant's retirement with the consent of the 
                Company, the Participant shall receive a single lump sum 
                payment equal to his Participant Account valued as of a
                Valuation Date selected by the Committee, which shall be no
                earlier than the Valuation Date immediately preceding or
                coinciding with the Participant's Retirement Date and no later
                than the date of distribution.

        (b)     In the event of the death of a Participant while employed by
                the Company, the Participant's Account shall be paid to the 
                Participant's Beneficiary in a single lump sum.  The 
                Participant's Account shall be valued as of a Valuation Date
                selected by the Committee which shall be no earlier than the
                Valuation Date preceding or coinciding with the Participant's
                death and no later then the date of distribution.

                                    - 10 -





<PAGE>   14
        (c)     In the event of the Participant's termination of employment
                with the Company for reasons other than retirement
                (with consent) or death, the Participant shall be entitled to
                receive a distribution of the vested portion of his Account in
                a single lump sum payment.  The Participant's Account shall be
                valued as of the Valuation Date immediately preceding or
                coinciding with his termination of employment.

        (d)     Upon the occurrence of a Change in Control, each Participant
                shall be entitled to receive a distribution of his
                Participant Account in a single lump sum payment.  Each
                Participant's Account shall be valued as of the date of the
                Change in Control or the Valuation Date coinciding with or
                immediately preceding the date of distribution, whichever
                produces the greater Account value.


4.06    Timing of Distributions

        The Company shall make payment to a Participant becoming
        entitled to receive a distribution of Plan benefits as soon as in
        administratively feasible, but in no event later than 30 days after the
        event entitling the Participant to payment.


                                    - 11 -

<PAGE>   15
                                  ARTICLE 5
                       EXCESS RETIREMENT PLAN BENEFITS


5.01    Accrual of Retirement Benefits

        A Participant shall accrue, during each Plan Year, a benefit under the 
        Plan expressed as a monthly payment for the life of the Participant 
        commencing on the Participant's Normal Retirement Date under the
        Retirement Plan.  The benefit accrued under this Plan shall be equal 
        to the excess of (i) the Participant's Accrued Benefit under the
        Retirement Plan for the Plan Year determined without regard to the
        exceptions applicable to certain Flight Crew Employees who are highly
        compensated employees (within the meaning of Code Section 414(q))
        under Sections 1.27 and 3.02(e) of the Retirement Plan and Code
        Sections 401(a)(17) or 415 over (ii) the Accrued Benefit under the
        Retirement Plan for the Plan Year.  A Participant also shall be
        credited with any benefits accrued under the Prior Plan.

5.02    Surviving Spouse and Child Benefits

        Each Plan Year a Participant shall accrue a surviving spouse and child 
        benefit under this Plan equal to the excess of the Surviving Spouse And
        Child Allowance which would accrue under Section 4.05 of the Retirement
        Plan for the Plan Year without regard to the exceptions applicable to
        certain Flight Crew Employees who are highly compensated employees
        (within the meaning of Code Section 414(q)) under Sections 1.29 and
        3.02(e) of the Retirement Plan and the limitations of Code Sections
        401(a)(17) and 415 over the Surviving Spouse And Child Allowance
        actually accrued under the Retirement Plan for the Plan Year.

5.03    Vesting

        Each Participant's Retirement and surviving spouse and child benefits   
        shall be nonforfeitable under this Plan to the extent the Participant's
        accrued benefit is nonforfeitable under the Retirement Plan. However,
        all Participants' retirement and surviving spouse benefits shall become
        nonforfeitable upon a Change in Control regardless of whether such
        benefits are nonforfeitable under the Retirement Plan.

5.04    Payment of Benefits

        (a)     Upon a Participant's termination of employment with the 
                Company, the Company shall commence payment to the Participant
                of Excess Retirement Plan benefits accrued hereunder in the
                same form and at the same time as the Participant receives
                his Retirement Allowance under the Retirement Plan.  To the
                extent that the Participant's Retirement Income under the
                Retirement Plan is subject to actuarial or other adjustment to
                reflect the timing of commencement or form of benefit payment,
                the Participant's benefit under this Plan shall be subject to
                the same

                                    - 12 -


<PAGE>   16
              adjustments applied on the basis of the same actuarial
              assumptions.

       (b)    In the event that a Participant dies while employed by the
              Company, the Company shall pay to the Participant's surviving
              spouse or child the surviving spouse and child benefits accrued
              hereunder in the same form and at the same time as the surviving
              spouse or child receives his Surviving Spouse And Child Allowance
              under the Retirement Plan.  To the extent that the Surviving
              Spouse And Child Allowance is subject to actuarial or other
              adjustments to reflect the time of commencement or form of benefit
              payment under the Retirement Plan, the Participant's benefit under
              this Plan shall be subject to the same adjustments applied on the
              basis of the same actuarial assumptions.

       (c)    If the lump sum value of the benefits payable to a Participant or
              his Beneficiary, determined in accordance with the actuarial
              assumptions specified in the Retirement Plan, is less than
              $50,000, then such lump sum amount shall be paid to such
              Participant or Beneficiary as soon as administratively feasible
              but in no event more than 30 days after the date such benefits
              would otherwise have commenced.

5.05 Changes in Beneficiaries

       A Participant who elects a survivor annuity may change his Beneficiary at
       any time prior to his death.  However, payments to the new Beneficiary
       shall be made in the amount and for the life expectancy (determined at
       the commencement of payments to the Participant) of the Beneficiary named
       by the Participant at the time payments to the Participant commenced
       hereunder.  The Committee may, in its discretion, permit a Beneficiary to
       elect to receive a lump sum distribution of payments hereunder,
       determined in accordance with the actuarial assumptions specified in the
       Retirement Plan.



                                     - 13 -

<PAGE>   17

                                   ARTICLE 6
                               GENERAL PROVISIONS


6.01   Funding

       All amounts payable in accordance with this Plan shall constitute a
       contractual general unsecured obligation of the Company.  Such amounts,
       as well as any administrative costs relating to the Plan, shall be paid
       out of the general assets of the Company.  The amounts provided by this
       Plan shall be paid from each Company's general assets or by such other
       means as the Company deems advisable.  A Participant shall have no title
       to or beneficial interest in any assets set aside or acquired by a
       Company to fund its obligations hereunder prior to its due date and to
       the extent a Participant acquires the right to receive a payment from the
       Company under this Plan, such right shall be no greater than that of an
       unsecured general creditor of the Company.

6.02   Modification, Amendment, Etc.

       The Board of Directors reserves the right to modify, amend in whole or in
       part, discontinue benefit accrual under, or terminate the Plan at any
       time.  However, no modification or amendment shall be made to Section
       6.03 and no modification, discontinuance, amendment or termination shall
       adversely affect the right of any Participant to receive the benefits
       accrued and the balance to the credit of such Participant's Account as of
       the date of such modification, discontinuance, amendment or termination,
       or the timing of receipt of such benefits.

6.03   Termination and Discontinuance

       If the Company terminates the Plan, Participants shall continue to vest
       in their accrued benefits and their Accounts in accordance with Sections
       4.04 and 5.03, and benefits under the Plan shall be paid in the manner
       and at the times indicated in Articles 4 and 5, unless the Board of
       Directors determines, in its sole and absolute discretion, that
       Participants will be fully vested in their Accounts, in which case
       benefits under the Plan shall be paid within 30 days of such
       determination.  If benefit accruals have been discontinued under the
       Plan, the Company may recommence such accruals at any time by appropriate
       action.



                                     - 14 -


<PAGE>   18

6.04   Administration and Interpretation

       The Committee shall have sole power and authority to construe, interpret
       and administer the Plan.  Any interpretation of the Plan by the Committee
       or any administrative act by the Committee shall be final and binding on
       all Participants.  All rules relating to the conduct of business by the
       Committee under the Retirement and Thrift Plans shall also apply to the
       Committee in administering this Plan.

6.05   Appointment of Subcommittees

       The members of the Committee may appoint from their number such
       committees with such powers as they shall determine, may authorize one or
       more of their number or any agent to execute or deliver any instrument or
       instruments on their behalf, and may employ such counsel, agents and
       other services as they may require in carrying out their duties.  The
       Committee shall, from time to time, maintain or cause to be maintained
       all records which it shall deem necessary for purposes of the Plan.

6.06   No Contract of Employment

       The establishment of the Plan shall not be construed as conferring any
       legal rights upon any person for a continuation of employment, nor shall
       it interfere with the rights of the Company to discharge any employee
       and to treat him without regard to the effect which such treatment might
       have upon him as a Participant in the Plan.

6.07   Facility of Payment

       In the event that the Committee shall find that a Participant is unable
       to care for his affairs because of illness or accident, the Committee
       may direct that any benefit payment due him, unless claim shall have
       been made therefor by a duly appointed legal representative, be paid to
       his spouse, a child, a parent or other blood relative, or to a person
       with whom he resides, and any such payment so made shall be a complete
       discharge of the liabilities of the Company and the Plan therefor.

6.08   Withholding of Taxes

       The Company shall deduct from each payment to be made under the Plan and
       the Trust such income or other taxes as are required to be withheld
       under applicable law.



                                     - 15 -
<PAGE>   19

6.09   Nonalienation

       No benefit under the Plan shall be subject in any manner to anticipation,
       alienation, sale, transfer, assignment, pledge, encumbrance or charge,
       and any attempt to do so by any Participant or creditor thereof shall be
       void, nor shall any such benefit be in any manner liable for or subject
       to garnishment, attachment, execution or levy, or liable for or subject
       to the debts, contracts, liabilities, engagements or torts of a
       Participant.

6.10   Construction

       (a)    The Plan shall be construed, regulated and administered under the
              laws of the State of Georgia to the extent not preempted by ERISA
              or other federal law.

       (b)    When used herein, the masculine pronoun shall include the feminine
              pronoun, and the singular shall include the plural, where
              appropriate.

6.11   Defined Terms

       Capitalized terms which are not otherwise defined in this Plan shall 
       have the same meaning as set forth in the Thrift Plan and the 
       Retirement Plan.


       IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed
and its seal to be hereunto affixed on the date indicated below, but effective
as of November 15, 1993.

                                   ALUMAX, INC.



                                   By: /s/ John A. Brader
                                       --------------------------------

[CORPORATE SEAL]                   Title: Vice President
                                          -----------------------------

Attest:                            Date:  12-27-93
       ------------------------         -------------------------------


                                   PARTICIPATING COMPANIES

                                   [List]


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