Estate of Georgina T. Gimbel, Deceased, Janet G. Rogers, JoAnne M. Gimbel, and Thomas W. Gimbel, Co-Executors and Co-Trustees - Page 11

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               Shortly after decedent’s death, representatives of the                 
          estate inquired of Reliance’s management whether they were aware            
          of any investors who might be interested in purchasing some of              
          the estate’s Reliance shares.  Reliance’s management, on behalf             
          of the estate, asked Reliance’s investment banking firm (DLJ) to            
          try to identify private institutional or strategic investors who            
          might be willing to purchase a significant block of the estate’s            
          Reliance shares.  DLJ made some inquiries in this regard but was            
          not able to identify an interested investor for the estate’s                
          Reliance shares.  At that point, members of the Reliance board of           
          directors began discussing the possibility of Reliance                      
          repurchasing some of the estate’s Reliance shares.                          
               Hannah approached the estate’s attorney and told him that              
          Reliance’s management may be willing to approve Reliance’s                  
          repurchase of some of the estate’s Reliance shares.  Hannah                 
          explained to the estate’s attorney that Reliance’s management               
          would have to evaluate any repurchase in light of the pending               
          company acquisition, the possible need and ability to obtain                
          additional financing, and the impact of a leveraged repurchase on           
          Reliance’s financial ratios.                                                
               Eventually, at an October 18, 2000, meeting, Reliance’s                
          board of directors (with Thomas excused) approved the repurchase            
          of up to $50 million worth of the estate’s Reliance shares at               
          $19.35 per share.  The record is not clear as to how Reliance’s             

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Last modified: May 25, 2011