Alumax Inc. and Consolidated Subsidiaries - Page 23

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          quarter (1/4) the rate per share then declared on Class B Common            
          Stock".  Paragraph (b)(i)(C) of Article Fifth stated:                       
               Except as otherwise provided in this subparagraph (i),                 
               each share of Common Stock outstanding shall partici-                  
               pate equally, share and share alike, in all dividends                  
               and other distributions on or with respect to the                      
               corporation's Common Stock, including distributions in                 
               liquidation or dissolution.                                            
                                                                                     
               All the dividends that were declared and paid by the Alumax            
          board pursuant to the mandatory dividend provision during the               
          period April 20, 1984, through April 25, 1986, were allocated 80            
          percent to the class B stockholders and 20 percent to the class C           
          stockholders.  On October 26, 1984, the one occasion during the             
          period April 20, 1984, through July 10, 1986, on which the Alumax           
          board declared dividends in excess of the amount required by the            
          mandatory dividend provision (excess dividends), it allocated               
          those excess dividends 50 percent to the class B stockholders and           
          50 percent to the class C stockholders.                                     
               On July 10, 1986, the Alumax board adopted a resolution                
          amending the 1984 restated certificate of incorporation that was            
          approved by the Alumax stockholders and that restated Paragraph             
          (b)(i)(A) of Article Fifth of that certificate to state:  "Divi-            
          dends on Class C Common Stock pursuant to * * * [the mandatory              
          dividend provision] shall be declared and paid at a rate per                
          share equal to one-quarter (1/4) the rate per share then declared           
          on Class B Common Stock."                                                   
               Dividends that were declared and paid by the Alumax board              





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