Reynolds Metals Company and Consolidated Subsidiaries - Page 6

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          authorized and issued 1,088,999 class A shares and 3,500,000                 
          class B shares.                                                              
               In connection with the organization of RMECC, Metals made a             
          contribution to RMECC's capital of its 31-percent interest in                
          CBA, represented by 271,329 class A shares and 1,162,000 class B             
          Shares of CBA.  At the time of transfer, the shares, which Metals            
          had acquired in 1966, had a total value on the books of Metals of            
          $32,975,000.  Metals also intended that RMECC would acquire, and             
          then hold, the stock of CBA held by BA and TCH.                              
               Metals and RMECC together negotiated the CBA stock                      
          acquisition from BA.  Initially, it had been contemplated that               
          RMECC would either acquire the shares directly, or that Metals               
          would acquire the shares and make a capital contribution of the              
          shares to RMECC.                                                             
               On August 15, 1968, RMECC purchased from BA its 47-percent              
          interest in CBA, including 56,400 class A shares and 2,100,000               
          class B shares, for the Canadian dollar equivalent of                        
          US$39,194,618 (C$42,049,800 x 0.9321).  In consideration of the              
          sale of its CBA stock to RMECC, Metals agreed to several                     
          considerations in favor of BA, including to procure the full and             
          prompt performance of RMECC, to aid BA in procuring CBA to enter             
          into termination contracts with BA, and to acquire the rights and            
          assume all the obligations of BA with respect to its long-term               
          contracts with CBA for exchanging alumina for aluminum and for               
          the purchase of aluminum.                                                    




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