Alumax Inc. and Consolidated Subsidiaries - Page 27

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          stock were purchased by the Mitsui group or converted at the                
          election of the Amax group stockholders into shares of the Alumax           
          class A common stock.                                                       
               An affirmative vote of a majority of the class B directors             
          and class C directors, voting by class and not in the aggregate             
          (director class voting requirement), was required to effect board           
          action on six director restricted matters (director restricted              
          matters) that were identical to the six stockholder restricted              
          matters.                                                                    
               During 1984, 1985, and 1986, the Alumax board voted on                 
          various matters at regular quarterly meetings that were held in             
          January, April, July, and October of each such year.  In addition           
          to the matters on which the Alumax board voted at those meetings,           
          the Alumax board voted (1) on various matters at a special                  
          meeting that was held in September 1986, (2) on various matters             
          by unanimous consent in lieu of a board meeting on four separate            
          occasions, and (3) by unanimous consent either in lieu of a board           
          meeting or at a special board meeting on 10 separate occasions.             
          During the period at issue, the Alumax board voted on a total of            
          approximately 134 matters.                                                  
               The Alumax board held a regular quarterly meeting on January           
          27, 1984, prior to the date (i.e., March 9, 1984) on which Alumax           
          filed the 1984 restated certificate of incorporation with the               
          Delaware Secretary of State but after the date (i.e., January 1,            
          1984) on which that certificate, once filed, was to be effective.           




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