Estate of Georgina T. Gimbel, Deceased, Janet G. Rogers, JoAnne M. Gimbel, and Thomas W. Gimbel, Co-Executors and Co-Trustees - Page 9

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               Also, in order to sell shares under SEC Rule 144, an                   
          affiliate must first hold the restricted shares for 1 year.  As             
          of the valuation date, the 1-year SEC Rule 144 holding period               
          applicable to the estate’s Reliance shares had been satisfied,              
          and the Reliance shares could immediately be sold to the public,            
          subject to the SEC Rule 144 quarterly sales restriction.                    
               In a private placement or under SEC Rule 144A, 17 C.F.R.               
          230.144A (1992) (SEC Rule 144A), the estate’s 3,601,267 Reliance            
          shares could be sold to certain types of investors immediately              
          without the SEC Rule 144 sales restriction.  However, any of the            
          estate’s Reliance shares that would be sold in a private                    
          placement or under SEC Rule 144A would still be restricted, and a           
          purchaser of the estate’s Reliance shares would be subject to the           
          same public resale restrictions as the estate.                              
               Consequently, due to liquidity requirements, institutional             
          investors most likely would not have been willing to purchase the           
          estate’s Reliance shares.                                                   

          Reliance Stock Repurchase Plan                                              
               On December 15, 1994, the Reliance board of directors                  
          adopted a formal stock repurchase plan which allowed for the                
          repurchase by Reliance of up to 2.25 million shares of Reliance             
          stock.  On August 31, 1998, the Reliance board of directors                 
          increased to 6 million the number of Reliance shares that                   

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Last modified: May 25, 2011