Alumax Inc. and Consolidated Subsidiaries - Page 8

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          (2) the class B common stock had the right by affirmative vote of           
          a majority of the outstanding shares of that stock to elect,                
          remove with or without cause, accept resignations of, and fill              
          vacancies in the offices of the remaining half of those voting              
          members; and (3) both classes of Alumax common stock had the                
          right by affirmative vote of a majority of the outstanding shares           
          of each such class of stock to elect, remove with or without                
          cause, accept resignations of, and fill vacancies in the offices            
          of any of the nonvoting members of the board and to increase or             
          decrease the number of those Alumax board members.                          
               In exercising the Alumax board corporate powers,                       
               (1) each voting member of the Alumax board had one vote;               
               (2) a majority of the five voting members of the Alumax                
          board who were elected by the class A common stock and a majority           
          of the five voting members of that board who were elected by the            
          class B common stock were necessary to constitute a quorum for              
          transacting business at any meeting of that board; and                      
               (3) any action by the Alumax board required an affirmative             
          vote of a majority of each of the five voting members of that               
          board who were elected by the class A common stock and a majority           
          of the five voting members of that board who were elected by the            
          class B common stock, who were present and voting.                          
               Amendments to the 1974 Restated                                        
               Certificate of Incorporation and                                       
               the 1974 Stockholders Agreement                                        
               On April 29, 1974, the 1974 restated certificate of incor-             




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