Alumax Inc. and Consolidated Subsidiaries - Page 9

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          poration was amended in order, inter alia, to restate (1) Article           
          Fourth (d) to provide that the Alumax board had 12, instead of              
          10, voting members and 3, instead of 2, nonvoting members and               
          (2) Article Fifth to provide that at any meeting of the Alumax              
          board 3 of the 6 voting members of that board who were elected by           
          the class A common stock and 3 of the 6 voting members of that              
          board who were elected by the class B common stock were necessary           
          to constitute a quorum for transacting business.                            
               On June 26, 1974, the 1974 stockholders agreement was                  
          amended to incorporate the amendments made to the 1974 restated             
          certificate of incorporation on April 29, 1974.                             
               Transfers of Certain Alumax Stock During 1975                          
               During 1975, Amax transferred the 70 shares of the class A             
          common stock that it held to its wholly owned subsidiary, Amax              
          Securities, Inc. (Amax Securities), a Delaware corporation and a            
          member of the Amax group.  Thereafter, small numbers of the                 
          shares of the class A common stock were from time to time trans-            
          ferred to certain unidentified subsidiaries of Amax that were               
          members of the Amax group.                                                  
               On March 31, 1975, Mitsui Japan sold 25 of the 250 shares of           
          the class B common stock that it held to Nippon Steel Corporation           
          (Nippon Steel), a Japanese corporation engaged at all relevant              
          times in a wide range of manufacturing, product development and             
          service activities in the metals, chemicals, ceramics, electron-            
          ics, information, communications, environmental preservation,               




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