{"id":43001,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-alcoa-inc-and-cordant.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-alcoa-inc-and-cordant","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-alcoa-inc-and-cordant.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Alcoa Inc. and Cordant Technologies Inc."},"content":{"rendered":"<pre>\n                          AGREEMENT AND PLAN OF MERGER\n\n                                     among\n\n                                  ALCOA INC.,\n\n                            OMEGA ACQUISITION CORP.\n\n                                      and\n\n                           CORDANT TECHNOLOGIES INC.\n\n\n                           Dated as of March 14, 2000\n\n================================================================================\n\n                               TABLE OF CONTENTS\n \n                                                                            Page\n\n                                   ARTICLE I\n\nSection 1.1   The Offer...................................................   2\nSection 1.2   Company Actions.............................................   4\nSection 1.3   Directors of the Company....................................   5\n\n                                  ARTICLE II\n                                  THE MERGER\n\nSection 2.1   The Merger..................................................   6\nSection 2.2   Closing.....................................................   6\nSection 2.3   Effective Time..............................................   7\nSection 2.4   Effects of the Merger.......................................   7\nSection 2.5   Certificate of Incorporation; By-laws.......................   7\nSection 2.6   Directors; Officers of Surviving Corporation................   8\nSection 2.7   Conversion of Securities....................................   8\nSection 2.8   Exchange of Certificates....................................   9\nSection 2.9   Appraisal Rights............................................  11\n\n                                  ARTICLE III\n                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\nSection 3.1   Organization, Qualification, Etc............................  12\nSection 3.2   Capital Stock...............................................  13\nSection 3.3   Corporate Authority Relative to this Agreement; No Violation  15\nSection 3.4   Reports and Financial Statements............................  16\nSection 3.5   No Undisclosed Liabilities..................................  18\nSection 3.6   No Violation of Law.........................................  18\nSection 3.7   Environmental Matters.......................................  18\nSection 3.8   Employee Benefit Plans; ERISA...............................  20\nSection 3.9   Absence of Certain Changes or Events........................  22\nSection 3.10  Litigation..................................................  23\nSection 3.11  Schedule 14D-9; Offer Documents; and Proxy Statement........  23\nSection 3.12  Intellectual Property.......................................  23\nSection 3.13  Tax Matters.................................................  24\n\n                                       i\n\n \n                                                                           Page\n                                                                           ----\n\nSection 3.14  Opinion of Financial Advisor................................  26\nSection 3.15  Required Vote of the Company Stockholders...................  26\nSection 3.16  Employment Matters..........................................  26\nSection 3.17  Rights Plan.................................................  27\n\n                                  ARTICLE IV\n                        REPRESENTATIONS AND WARRANTIES\n                          OF ALCOA AND THE PURCHASER\n\nSection 4.1   Organization, Qualification, Etc............................  27\nSection 4.2   Corporate Authority Relative to this Agreement; No Violation  28\nSection 4.3   Offer Documents; Proxy Statement; Schedule 14D-9............  29\nSection 4.4   Financing...................................................  29\nSection 4.5   Opinion of Financial Advisor................................  29\nSection 4.6   Ownership of Capital Stock..................................  30\n\n                                   ARTICLE V\n                           COVENANTS AND AGREEMENTS\n\nSection 5.1   Conduct of Business Prior to the Effective Time.............  30\nSection 5.2   Access; Confidentiality.....................................  33\nSection 5.3   Special Meeting; Proxy Statement............................  34\nSection 5.4   Reasonable Best Efforts; Further Assurances.................  35\nSection 5.5   Employee Stock Options and Other Employee Benefits..........  37\nSection 5.6   Takeover Statute............................................  39\nSection 5.7   No Solicitation by the Company..............................  39\nSection 5.8   Public Announcements........................................  42\nSection 5.9   Indemnification; Insurance..................................  42\nSection 5.10  Disclosure Schedule Supplements.............................  43\nSection 5.11  Howmet Acquisition..........................................  44\n \n                                  ARTICLE VI\n                           CONDITIONS TO THE MERGER\n \nSection 6.1   Conditions to Each Party's Obligation to Effect the Merger..  43\n\n                                       ii\n\n \n                                                                           Page\n                                                                           ----\n \n                                  ARTICLE VII\n                                  TERMINATION\n \nSection 7.1   Termination.................................................  45\nSection 7.2   Effect of Termination.......................................  46\nSection 7.3   Termination Fee.............................................  46\n \n                                 ARTICLE VIII\n                                 MISCELLANEOUS\n \nSection 8.1   No Survival of Representations and Warranties...............  47\nSection 8.2   Expenses....................................................  47\nSection 8.3   Counterparts; Effectiveness.................................  47\nSection 8.4   Governing Law...............................................  47\nSection 8.5   Notices.....................................................  47\nSection 8.6   Assignment; Binding Effect..................................  48\nSection 8.7   Severability................................................  49\nSection 8.8   Enforcement of Agreement....................................  49\nSection 8.9   Entire Agreement; No Third-Party Beneficiaries..............  49\nSection 8.10  Headings....................................................  49\nSection 8.11  Definitions.................................................  49\nSection 8.12  Finders or Brokers..........................................  50\nSection 8.13  Amendment or Supplement.....................................  50\nSection 8.14  Extension of Time, Waiver, Etc..............................  50\n\n                                      iii\n\n \n                            Index of Defined Terms\n\nDefined Term                                                             Section\n------------                                                             -------\n\nAcquisition Agreement.................................................... 5.7(b)\nAcquisition Proposal..................................................... 5.7(a)\naffiliates................................................................. 8.11\nAgreement.......................................................... Introduction\nAlcoa.............................................................. Introduction\nAlcoa and Purchaser Agreements........................................... 4.2(b)\nAlcoa Common Stock....................................................... 5.5(a)\nAlcoa Disclosure Schedule............................... Article IV Introduction\nAsset Transaction........................................................ 5.7(a)\nBusiness Combination Transaction......................................... 5.7(a)\nCERCLA................................................................... 3.7(d)\nCertificate of Merger....................................................... 2.3\nCertificate of Ownership and Merger......................................... 2.3\nCertificates............................................................. 2.8(b)\nClosing..................................................................... 2.2\nClosing Date................................................................ 2.2\nCode..................................................................... 2.8(f)\nCompany............................................................ Introduction\nCompany Affiliated Group................................................ 3.13(a)\nCompany Agreements....................................................... 3.3(b)\nCompany Common Stock................................................... Recitals\nCompany Disclosure Schedule............................ Article III Introduction\nCompany Employee......................................................... 5.5(b)\nCompany Option Plans..................................................... 5.5(a)\nCompany Plans............................................................ 3.8(a)\nCompany Preferred Stock.................................................. 3.2(a)\nCompany Representatives.................................................. 5.7(a)\nCompany SEC Reports...................................................... 3.4(e)\nCompany Stockholder Approval............................................... 3.15\nCompany Title IV Plan.................................................... 3.8(d)\nComputer Software....................................................... 3.12(c)\nConfidentiality Agreement................................................ 5.2(b)\ncontrol.................................................................... 8.11\nCopyrights.............................................................. 3.12(c)\nDGCL................................................................... Recitals\n\n                                       i\n\n \nDefined Term                                                             Section\n------------                                                             -------\n\nDisclosure Schedule..................................... Article IV Introduction\nDissenting Shares........................................................... 2.9\nDissenting Stockholders..................................................... 2.9\nDrop Dead Date........................................................... 7.1(b)\nEffective Time.............................................................. 2.3\nEmployee Stock Options................................................... 5.5(a)\nEnvironmental Claim................................................... 3.7(f)(i)\nEnvironmental Law.................................................... 3.7(f)(ii)\nEnvironmental Permits.................................................... 3.7(a)\nERISA.................................................................... 3.8(a)\nERISA Affiliate.......................................................... 3.8(a)\nExchange Act............................................................. 1.1(a)\nExchange Agent........................................................... 2.8(a)\nForeign Plans............................................................ 3.8(a)\nGAAP..................................................................... 3.4(e)\nGovernmental Entity...................................................... 3.3(b)\nGroup SEC Reports........................................................ 3.4(e)\nHazardous Materials................................................. 3.7(f)(iii)\nHowmet................................................................... 3.1(b)\nHowmet Common Stock...................................................... 3.1(b)\nHowmet Options........................................................... 3.2(b)\nHowmet Preferred Stock................................................... 3.2(b)\nHowmet SEC Reports....................................................... 3.4(e)\nHowmet Transaction......................................................... 5.11\nHSR Act.................................................................. 3.3(b)\nIncipient Superior Proposal.............................................. 5.7(a)\nIncluding.................................................................. 8.11\nIndemnified Parties...................................................... 5.9(a)\nIndependent Director Approval............................................ 1.3(c)\nIntellectual Property................................................... 3.12(c)\nIRS...................................................................... 3.8(b)\nLien..................................................................... 3.1(b)\nMaterial Adverse Effect.................................................. 3.1(a)\nMerger................................................................. Recitals\nMerger Consideration..................................................... 2.7(b)\nMinimum Condition........................................................ 1.1(a)\nNew Share Number......................................................... 5.5(a)\n\n                                       ii\n\n \nDefined Term                                                             Section\n------------                                                             -------\n\nOffer.................................................................. Recitals\nOffer Documents.......................................................... 1.1(b)\nOffer Price............................................................ Recitals\nOffer to Purchase........................................................ 1.1(b)\nPatents................................................................. 3.12(c)\nPerson..................................................................... 8.11\nPolicies................................................................. 5.9(c)\nProxy Statement...................................................... 5.3(a)(ii)\nPurchase Date............................................................ 5.5(a)\nPurchaser.......................................................... Introduction\nRegulatory Condition....................................... Annex A Introduction\nRights................................................................... 3.2(c)\nRights Agreement......................................................... 3.2(a)\nSchedule 14D-9........................................................... 1.2(b)\nSchedule TO.............................................................. 1.1(b)\nSEC...................................................................... 1.1(a)\nSecurities Act........................................................... 3.3(b)\nShares................................................................. Recitals\nSignificant Subsidiaries................................................... 8.11\nSpecial Meeting....................................................... 5.3(a)(i)\nSubsidiaries............................................................... 8.11\nSuperior Proposal........................................................ 5.7(a)\nSurviving Corporation....................................................... 2.1\nTax Return.............................................................. 3.13(c)\nTaxes................................................................... 3.13(c)\nTermination Date............................................................ 5.1\nTermination Fee............................................................. 7.3\nTrademarks.............................................................. 3.12(c)\n\n                                      iii\n\n \n              AGREEMENT AND PLAN OF MERGER, dated as of March 14, 2000 (the\n\"Agreement\"), among ALCOA INC., a Pennsylvania corporation (\"Alcoa\"), OMEGA\nACQUISITION CORP., a Delaware corporation (the \"Purchaser\"), and CORDANT\nTECHNOLOGIES INC., a Delaware corporation (the \"Company\").\n\n          WHEREAS, the Boards of Directors of Alcoa, the Purchaser and the\nCompany deem it advisable and in the best interests of their respective\nstockholders that Alcoa acquire the Company upon the terms and subject to the\nconditions provided for in this Agreement;\n\n          WHEREAS, in furtherance thereof it is proposed that the acquisition be\naccomplished by the Purchaser commencing a cash tender offer (as it may be\namended from time to time as permitted by this Agreement, the \"Offer\") to\npurchase all of the issued and outstanding shares of common stock, par value\n$1.00 per share, of the Company  (the \"Company Common Stock\") and the associated\nRights (the shares of Company Common Stock and any associated Rights are\nreferred to herein as \"Shares\"), for $57.00 per Share (such amount or any\ngreater amount per Share paid pursuant to the Offer being hereinafter referred\nto as the \"Offer Price\"), subject to applicable withholding Taxes, net to the\nseller in cash, upon  the terms and subject to the conditions set forth in this\nAgreement;\n\n          WHEREAS, the Board of Directors of the Company has approved the Offer\nand the Merger and resolved to recommend that holders of Shares tender their\nShares pursuant to the Offer and approve and adopt this Agreement and the\nMerger; and\n\n          WHEREAS, the Boards of Directors of Alcoa (on its own behalf and as\nthe sole stockholder of the Purchaser), the Purchaser and the Company have each\napproved this Agreement and the merger of the Purchaser with and into the\nCompany (the \"Merger\") in accordance with the General Corporation Law of the\nState of Delaware (the \"DGCL\"), in the case of each of the Company and the\nPurchaser, and in accordance with the Pennsylvania Business Corporation Law, in\nthe case of Alcoa, and upon the terms and conditions set forth in this\nAgreement.\n\n          NOW, THEREFORE, in consideration of the representations, warranties,\ncovenants and agreements contained in this Agreement, and intending to be\nlegally bound hereby, Alcoa, the Purchaser and the Company agree as follows:\n\n \n                                   ARTICLE I\n\n\n          Section 1.1  The Offer.\n                       --------- \n\n          (a) Provided that this Agreement shall not have been terminated in\naccordance with Section 7.1 and none of the events set forth in paragraphs (a)\nthrough (i) of Annex A hereto shall have occurred or be existing (and shall not\nhave been waived by the Purchaser), the Purchaser shall commence (within the\nmeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the\n\"Exchange Act\")) the Offer as promptly as reasonably practicable after the date\nhereof, but in no event later than five business days after the public\nannouncement of the execution of this Agreement.  The obligation of the\nPurchaser to accept for payment and pay for Shares tendered pursuant to the\nOffer shall be subject only to the satisfaction of the condition that there be\nvalidly tendered and not withdrawn prior to the expiration of the Offer that\nnumber of Shares which represents at least a majority of the then outstanding\nShares on a fully diluted basis (the \"Minimum Condition\") and to the\nsatisfaction or waiver by the Purchaser of the other conditions set forth in\nAnnex A hereto.  The Company agrees that no Shares held by the Company or any of\nits Subsidiaries will be tendered to the Purchaser pursuant to the Offer.  The\nPurchaser expressly reserves the right to waive any of such conditions (other\nthan the Minimum Condition), to increase the price per Share payable in the\nOffer and to make any other changes in the terms of the Offer; provided,\nhowever, that no change may be made without the prior written consent of the\nCompany which decreases the price per Share payable in the Offer, reduces the\nmaximum number of Shares to be purchased in the Offer, changes the form of\nconsideration to be paid in the Offer, modifies or amends any of the conditions\nset forth in Annex A hereto, imposes conditions to the Offer in addition to the\nconditions set forth in Annex A hereto, waives the Minimum Condition or makes\nother changes in the terms and conditions of the Offer that are in any manner\nadverse to the holders of Shares or, except as provided below, extends the\nOffer.  Subject to the terms of the Offer and this Agreement and the\nsatisfaction or earlier waiver of all the conditions of the Offer set forth in\nAnnex A hereto as of any expiration date of the Offer, the Purchaser will accept\nfor payment and pay for all Shares validly tendered and not withdrawn pursuant\nto the Offer as soon as it is permitted to do so under applicable law.\nNotwithstanding the foregoing, the Purchaser may, without the consent of the\nCompany, (i) extend the Offer beyond the scheduled expiration date, which shall\nbe 25 business days following the date of commencement of the Offer, if, at the\nscheduled expiration of the Offer, any of the conditions to the Purchaser's\nobligation to accept for payment and to pay for the Shares shall not be\nsatisfied or, to the extent permitted by this Agreement, waived or (ii) extend\n\n                                       2\n\n \nthe Offer for any period required by any rule, regulation or interpretation of\nthe Securities and Exchange Commission (the \"SEC\") or the staff thereof\napplicable to the Offer, other than Rule 14e-5 promulgated under the Exchange\nAct.  Unless the Company advises the Purchaser that it does not wish the\nPurchaser to extend the Offer, the Purchaser shall extend the Offer from time to\ntime until the earlier of (A) the date that is 30 days after the date on which\nthe Regulatory Condition (as defined in Annex A) is satisfied or (B) the Drop\nDead Date, in the event that, at the then-scheduled expiration date, all of the\nconditions of the Offer set forth in Annex A hereto have not been satisfied or\nwaived as permitted by this Agreement.  Any extension of the Offer pursuant to\nthe preceding sentence of clause (i) of the second preceding sentence or this\nSection 1.1 shall not exceed the lesser of ten business days or such fewer\nnumber of days that the Purchaser reasonably believes are necessary to cause the\nconditions of the Offer set forth in Annex A hereto to be satisfied.  The\nPurchaser shall provide a \"subsequent offering period\" (as contemplated by Rule\n14d-11 under the Exchange Act) of not less than three business days following\nits acceptance for payment of Shares in the Offer.  On or prior to the dates\nthat the Purchaser becomes obligated to accept for payment and pay for Shares\npursuant to the Offer, Alcoa shall provide or cause to be provided to the\nPurchaser the funds necessary to pay for all Shares that the Purchaser becomes\nso obligated to accept for payment and pay for pursuant to the Offer.  The Offer\nPrice shall, subject to any required withholding of Taxes, be net to the seller\nin cash, upon the terms and subject to the conditions of the Offer.\n\n          (b) As promptly as practicable on the date of commencement of the\nOffer, the Purchaser shall file with the SEC a Tender Offer Statement on\nSchedule TO (together with all amendments and supplements thereto, the \"Schedule\nTO\") with respect to the Offer.  The Schedule TO shall contain or incorporate by\nreference an offer to purchase (the \"Offer to Purchase\") and forms of the\nrelated letter of transmittal and all other ancillary Offer documents\n(collectively, together with all amendments and supplements thereto, the \"Offer\nDocuments\").  Alcoa and the Purchaser shall cause the Offer Documents to be\ndisseminated to the holders of the Shares as and to the extent required by\napplicable federal securities laws. Alcoa and the Purchaser, on the one hand,\nand the Company, on the other hand, will promptly correct any information\nprovided by it for use in the Offer Documents if and to the extent that it shall\nhave become false or misleading in any material respect, and the Purchaser will\ncause the Offer Documents as so corrected to be filed with the SEC and to be\ndisseminated to holders of the Shares, in each case as and to the extent\nrequired by applicable federal securities laws.  The Company and its counsel\nshall be given a reasonable opportunity to review and comment upon the Schedule\nTO before it is filed with the SEC.  In addition, Alcoa and the Purchaser agree\nto provide the Company and its counsel with any comments, \n\n                                       3\n\n \nwhether written or oral, that Alcoa or the Purchaser or their counsel may\nreceive from time to time from the SEC or its staff with respect to the Offer\nDocuments promptly after the receipt of such comments and to consult with the\nCompany and its counsel prior to responding to any such comments.\n\n          Section 1.2  Company Actions.\n                       --------------- \n\n          (a) The Company hereby approves of and consents to the Offer and\nrepresents and warrants that the Company's Board of Directors, at a meeting duly\ncalled and held, has (i) determined that the terms of the Offer and the Merger\nare fair to and in the best interests of the stockholders of the Company, (ii)\napproved this Agreement and approved the transactions contemplated hereby,\nincluding the Offer and the Merger and (iii) resolved to recommend that the\nstockholders of the Company accept the Offer, tender their Shares to the\nPurchaser thereunder and approve and adopt this Agreement and the Merger.\nSubject to Section 5.7, the Company hereby consents to the inclusion in the\nOffer Documents of the recommendation of the Board described in the immediately\npreceding sentence.\n\n          (b) As promptly as practicable on the date of commencement of the\nOffer, the Company shall file with the SEC a Solicitation\/Recommendation\nStatement on Schedule 14D-9 (together with all amendments and supplements\nthereto, the \"Schedule 14D-9\") which shall contain the recommendation referred\nto in clause (iii) of Section 1.2(a) hereof.  The Company further agrees to take\nall steps necessary to cause the Schedule 14D-9 to be disseminated to holders of\nthe Shares as and to the extent required by applicable federal securities laws.\nThe Company, on the one hand, and each of Alcoa and the Purchaser, on the other\nhand, will promptly correct any information provided by it for use in the\nSchedule 14D-9 if and to the extent that it shall have become false or\nmisleading in any material respect, and the Company will cause the Schedule 14D-\n9 as so corrected to be filed with the SEC and to be disseminated to holders of\nthe Shares, in each case as and to the extent required by applicable federal\nsecurities laws.  Alcoa and its counsel shall be given a reasonable opportunity\nto review and comment upon the Schedule 14D-9 before it is filed with the SEC.\nIn addition, the Company agrees to provide Alcoa, the Purchaser and their\ncounsel with any comments, whether written or oral, that the Company or its\ncounsel may receive from time to time from the SEC or its staff with respect to\nthe Schedule 14D-9 promptly after the receipt of such comments and to consult\nwith Alcoa, the Purchaser and their counsel prior to responding to any such\ncomments.\n\n                                       4\n\n \n          (c) The Company shall promptly furnish the Purchaser with mailing\nlabels containing the names and addresses of all record holders of Shares and\nwith security position listings of Shares held in stock depositories, each as of\na recent date, together with all other available listings and computer files\ncontaining names, addresses and security position listings of record holders and\nnon-objecting beneficial owners of Shares.  The Company shall furnish the\nPurchaser with such additional information, including, without limitation,\nupdated listings and computer files of stockholders, mailing labels and security\nposition listings, and such other assistance as Alcoa, the Purchaser or their\nagents may reasonably require in communicating the Offer to the record and\nbeneficial holders of Shares.  Subject to the requirements of applicable law,\nand except for such steps as are necessary to disseminate the Offer Documents\nand any other documents necessary to consummate the Offer or the Merger, Alcoa\nand the Purchaser shall hold in confidence the information contained in such\nlabels, listings and files, shall use such information solely in connection with\nthe Offer and the Merger, and, if this Agreement is terminated in accordance\nwith Section 7.1 or if the Offer is otherwise terminated, shall promptly deliver\nor cause to be delivered to the Company all copies of such information, labels,\nlistings and files then in their possession or in the possession of their agents\nor representatives.\n\n          Section 1.3  Directors of the Company.\n                       ------------------------ \n\n          (a) Promptly upon the purchase of and payment for Shares by the\nPurchaser or any of its affiliates pursuant to the Offer, Alcoa shall be\nentitled to designate such number of directors, rounded up to the next whole\nnumber, on the Board of Directors of the Company as is equal to the product\nobtained by multiplying the total number of directors on such Board (giving\neffect to the directors designated by Alcoa pursuant to this sentence) by the\npercentage that the number of Shares so purchased and paid for bears to the\ntotal number of Shares then outstanding.  In furtherance thereof, the Company\nshall, upon request of the Purchaser, promptly increase the size of its Board of\nDirectors or exercise its best efforts to secure the resignations of such number\nof directors, or both, as is necessary to enable Alcoa's designees to be so\nelected to the Company's Board and, subject to Section 14(f) of the Exchange Act\nand Rule 14f-1 promulgated thereunder, shall cause Alcoa's designees to be so\nelected.  At such time, the Company shall, if requested by Alcoa, also cause\ndirectors designated by Alcoa to constitute at least the same percentage\n(rounded up to the next whole number) as is on the Company's Board of Directors\nof each committee of the Company's Board of Directors.  Notwithstanding the\nforegoing, if Shares are purchased pursuant to the Offer, there shall be until\nthe Effective Time at least two members of the Company's Board of Directors who\nare directors on the date hereof and are not employees of the Company.\n\n                                       5\n\n \n          (b) The Company shall promptly take all actions required pursuant to\nSection 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order\nto fulfill its obligations under Section 1.3(a), including mailing to\nstockholders together with the Schedule 14D-9 the information required by such\nSection 14(f) and Rule 14f-1 as is necessary to enable Alcoa's designees to be\nelected to the Company's Board of Directors.  Alcoa and the Purchaser will\nsupply the Company and be solely responsible for any information with respect to\nthem and their nominees, officers, directors and affiliates required by such\nSection 14(f) and Rule 14f-1.\n\n          (c) Following the election of Alcoa's designees to the Company's Board\nof Directors pursuant to this Section 1.3, prior to the Effective Time (i) any\namendment or termination of this Agreement by the Company, (ii) any extension or\nwaiver by the Company of the time for the performance of any of the obligations\nor other acts of Alcoa or the Purchaser under this Agreement, or (iii) any\nwaiver of any of the Company's rights hereunder shall, in any such case, require\nthe concurrence of a majority of the directors of the Company then in office who\nneither were designated by the Purchaser nor are employees of the Company (the\n\"Independent Director Ap proval\").\n\n\n                                  ARTICLE II\n\n                                  THE MERGER\n\n          Section 2.1    The Merger.  Upon the terms and subject to the\n                         ----------                                    \nconditions set forth in this Agreement, and in accordance with the DGCL, at the\nEffective Time the Purchaser shall merge with and into the Company,  and the\nseparate corporate existence of the Purchaser shall thereupon cease, and the\nCompany shall be the surviving corporation in the Merger (the \"Surviving\nCorporation\"). The Surviving Corporation shall possess all the rights,\nprivileges, powers and franchises of a public as well as of a private nature and\nshall be subject to all of the restrictions, disabilities, duties, debts and\nobligations of the Company and the Purchaser, all as provided in the DGCL.\n\n          Section 2.2    Closing.  The closing of the Merger (the \"Closing\")\n                         -------                                            \nwill take place at 10:00 a.m. on a date to be specified by the parties (the\n\"Closing Date\"), which shall be no later than the second business day after\nsatisfaction or waiver of the conditions set forth in Article VI, unless another\ntime or date, or both, are agreed to in writing by the parties hereto.  The\nClosing will be held at the offices of Skadden, Arps, \n\n                                       6\n\n \nSlate, Meagher &amp; Flom LLP, Four Times Square, New York, New York, unless another\nplace is agreed to by the parties hereto.\n\n          Section 2.3    Effective Time.  Subject to the provisions of this\n                         --------------                                    \nAgreement, on the Closing Date the parties shall file with the Secretary of\nState of the State of Delaware a certificate of merger in accordance with\nSection 251 of the DGCL (the \"Certificate of Merger\") or a certificate of\nownership and merger (the \"Certificate of Ownership and Merger\") in accordance\nwith Section 253 of the DGCL, as applicable, executed in accordance with the\nrelevant provisions of the DGCL and shall make all other filings or recordings\nrequired under the DGCL in order to effect the Merger.  The Merger shall become\neffective upon the filing of the Certificate of Merger or Certificate of\nOwnership and Merger or at such other time as is agreed by the parties hereto\nand specified in the Certificate of Merger or Certificate of Ownership and\nMerger (the time at which the Merger  becomes fully effective being hereinafter\nreferred to as the \"Effective Time\").\n\n          Section 2.4    Effects of the Merger.  The Merger shall have the\n                         ---------------------                            \neffects set forth in Section 259 of the DGCL.\n\n          Section 2.5    Certificate of Incorporation; By-laws.\n                         ------------------------------------- \n\n          (a) At the Effective Time, the Certificate of Incorporation of the\nPurchaser, as in effect immediately prior to the Effective Time, shall be the\nCertificate of Incorporation of the Surviving Corporation; provided, however,\nthat Article FIRST of the Certificate of Incorporation of the Surviving\nCorporation shall be amended to read in its entirety as follows:  \"FIRST:  The\nname of the corporation is Cordant Technologies Inc.\" and as so amended shall be\nthe Certificate of Incorporation of the Surviving Corporation until thereafter\namended as provided by the DGCL and such Certificate of Incorporation.\n\n          (b) At the Effective Time, the By-laws of the Purchaser, as in effect\nimmediately prior to the Effective Time, shall be the By-laws of the Surviving\nCorporation until thereafter amended as provided by the DGCL, the Certificate of\nIncorporation of the Surviving Corporation and such By-laws.\n\n                                       7\n\n \n          Section 2.6    Directors; Officers of Surviving Corporation.\n                         -------------------------------------------- \n\n          (a) The directors of the Purchaser at the Effective Time shall be the\ndirectors of the Surviving Corporation until their respective successors are\nduly elected and qualified or their earlier death, resignation or removal in\naccordance with the Certificate of Incorporation and By-laws of the Surviving\nCorporation.\n\n          (b) The officers of the Company at the Effective Time shall be the\nofficers of the Surviving Corporation until their respective successors are duly\nelected and qualified or their earlier death, resignation or removal in\naccordance with the Certificate of Incorporation and By-laws of the Surviving\nCorporation.\n\n          Section 2.7      Conversion of Securities. At the Effective Time, by\n                           ------------------------                           \nvirtue of the Merger and without any action on the part of the holders of any\nsecurities of the Purchaser or the Company:\n\n          (a) Each Share that is owned by Alcoa, the Purchaser, any of their\nrespective Subsidiaries, the Company or any Subsidiary of the Company shall\nautomatically be cancelled and retired and shall cease to exist, and no\nconsideration shall be delivered in exchange therefor.\n\n          (b) Each issued and outstanding Share, other than Shares to be\ncancelled in accordance with Section 2.7(a) and Dissenting Shares, shall\nautomati cally be converted into the right to receive the Offer Price in cash\n(the \"Merger Consideration\"), payable, without interest, to the holder of such\nShare, upon surrender, in the manner provided in Section 2.8, of the certificate\nthat formerly evidenced such Share.  All such Shares, when so converted, shall\nno longer be outstanding and shall automatically be cancelled and retired and\nshall cease to exist, and each holder of a certificate representing any such\nShares shall cease to have any rights with respect thereto, except the right to\nreceive the Merger Consideration therefor upon the surrender of such certificate\nin accordance with Section 2.8.\n\n          (c) Each issued and outstanding share of common stock, par value $.01\nper share, of the Purchaser shall be converted into one validly issued, fully\npaid and nonassessable share of common stock of the Surviving Corporation.\n\n                                       8\n\n \n          Section 2.8  Exchange of Certificates.\n                       ------------------------ \n\n          (a) Exchange Agent.  Prior to the Effective Time, Alcoa shall\n              --------------                                           \ndesignate a bank or trust company reasonably acceptable to the Company to act as\nagent for the holders of the Shares (other than Shares held by Alcoa and its\nSubsidiaries, the Company and its Subsidiaries, and Dissenting Shares) in\nconnection with the Merger (the \"Exchange Agent\") to receive in trust, the\naggregate Merger Consideration to which holders of Shares shall become entitled\npursuant to Section 2.7(b).  Alcoa shall deposit such aggregate Merger\nConsideration with the Exchange Agent promptly following the Effective Time.\nSuch aggregate Merger Consideration shall be invested by the Exchange Agent as\ndirected by Alcoa or the Surviving Corporation.\n\n          (b) Exchange Procedures.  Promptly after the Effective Time, Alcoa and\n              -------------------                                               \nthe Surviving Corporation shall cause to be mailed to each holder of record, as\nof the Effective Time, of a certificate or certificates, which immediately prior\nto the Effective Time represented outstanding Shares (the \"Certificates\"), whose\nShares were converted pursuant to Section 2.7(b) into the right to receive the\nMerger Consideration, a letter of transmittal (which shall specify that delivery\nshall be effected, and risk of loss and title to the Certificates shall pass,\nonly upon proper delivery of the Certificates to the Exchange Agent and shall be\nin such form and have such other provisions as Alcoa may reasonably specify) and\ninstructions for use in effecting the surrender of the Certificates in exchange\nfor the Merger Consideration.  Upon surrender of a Certificate for cancellation\nto the Exchange Agent or to such other agent or agents as may be appointed by\nAlcoa, together with such letter of transmittal, properly completed and duly\nexecuted in accordance with the instructions thereto, the holder of such\nCertificate shall be entitled to receive in exchange therefor the Merger\nConsideration for each Share formerly represented by such Certificate, and the\nCertificate so surrendered shall forthwith be cancelled.  No interest will be\npaid or accrued on the cash payable upon the surrender of the Certificates.  If\npayment of the Merger Consideration is to be made to a Person other than the\nPerson in whose name the surrendered Certificate is registered, it shall be a\ncondition of payment that the Certificate so surrendered shall be properly\nendorsed or shall be otherwise in proper form for transfer and that the Person\nrequesting such payment shall have paid all transfer and other Taxes required by\nreason of the issuance to a Person other than the registered holder of the\nCertificate surrendered or shall have established to the satisfaction of the\nSurviving Corporation that such Tax either has been paid or is not applicable.\nUntil surrendered as contemplated by this Section 2.8, each Certificate shall be\ndeemed at any time after the Effective Time to represent only the right to\nreceive the Merger Consideration for each Share in cash as contemplated by this\nSection 2.8.\n\n                                       9\n\n \n          (c) Transfer Books; No Further Ownership Rights in the Shares.  At\n              ---------------------------------------------------------      \nthe Effective Time, the stock transfer books of the Company shall be closed, and\nthereafter there shall be no further registration of transfers of the Shares on\nthe records of the Company.  From and after the Effective Time, the holders of\nCertificates evidencing ownership of the Shares outstanding immediately prior to\nthe Effective Time shall cease to have any rights with respect to such Shares,\nexcept as otherwise provided for herein or by applicable law.  If, after the\nEffective Time, Certificates are presented to the Surviving Corporation for any\nreason, they shall be cancelled and exchanged as provided in this Article II.\n\n          (d) Termination of Fund; No Liability.  At any time following the\n              ---------------------------------                            \nfirst anniversary of the Effective Time, the Surviving Corporation shall be\nentitled to require the Exchange  Agent to deliver to it any funds (including\nany interest received with respect thereto) which had been made available to the\nExchange Agent, and holders shall be entitled to look to the Surviving\nCorporation (subject to abandoned property, escheat or other similar laws) only\nas general creditors thereof with respect to the Merger Consideration payable\nupon due surrender of their Certificates without any interest thereon.\nNotwithstanding the foregoing, neither the Surviving Corporation nor the\nExchange Agent shall be liable to any holder of a Certificate for Merger\nConsider ation delivered to a public official pursuant to any applicable\nabandoned property, escheat or similar law.\n\n          (e) Lost, Stolen or Destroyed Certificates. In the event any\n              --------------------------------------                  \nCertificates for Shares shall have been lost, stolen or destroyed, upon the\nmaking of an affidavit of that fact by the Person claiming such Certificate(s)\nto be lost, stolen or destroyed and, if required by Alcoa, the posting by such\nPerson of a bond in such sum as Alcoa may reasonably direct as indemnity against\nany claim that may be made against it or the Surviving Corporation with respect\nto such Certificate(s), the Exchange Agent will issue the Merger Consideration\npursuant to Section 2.8(b) deliverable in respect of the Shares represented by\nsuch lost, stolen or destroyed Certificates.\n\n          (f) Withholding Taxes.  Alcoa and the Purchaser shall be entitled to\n              -----------------                                               \ndeduct and withhold, or cause the Exchange Agent to deduct and withhold, from\nthe Offer Price or the Merger Consideration payable to a holder of Shares\npursuant to the Offer or the Merger any such amounts as are required under the\nInternal Revenue Code of 1986, as amended (the \"Code\"), or any applicable\nprovision of state, local or foreign Tax law. To the extent that amounts are so\nwithheld by Alcoa or the Purchaser, such withheld amounts shall be treated for\nall purposes of this Agreement as having \n\n                                       10\n\n \nbeen paid to the holder of the Shares in respect of which such deduction and\nwithholding was made by Alcoa or the Purchaser.\n\n\n          Section 2.9  Appraisal Rights. Notwithstanding anything in this\n                       ----------------                                  \nAgreement to the contrary, Shares (the \"Dissenting Shares\") that are issued and\noutstanding immediately prior to the Effective Time and which are held by\nstockholders who did not vote in favor of the Merger and who comply with all of\nthe relevant provisions of Section 262 of the DGCL (the \"Dissenting\nStockholders\") shall not be converted into or be exchangeable for the right to\nreceive the Merger Consideration, unless and until the holder or holders thereof\nshall have failed to perfect or shall have effectively withdrawn or lost their\nrights to appraisal under the DGCL.  If any Dissenting Stockholder shall have\nfailed to perfect or shall have effectively withdrawn or lost such right, such\nholder's Shares shall thereupon be converted into and become exchangeable for\nthe right to receive, as of the Effective Time, the Merger Consideration for\neach Share without any interest thereon.  The Company shall give Alcoa (i)\nprompt notice of any written demands for appraisal of any Shares, attempted\nwithdrawals of such demands and any other instruments served pursuant to the\nDGCL and received by the Company relating to stockholders' rights of appraisal,\nand (ii) the opportunity to direct all negotiations and proceedings with respect\nto demands for appraisal under the DGCL.  Neither the Company nor the Surviving\nCorporation shall, except with the prior written consent of Alcoa, voluntarily\nmake any payment with respect to, or settle or offer to settle, any such demand\nfor payment.  If any Dissenting Stockholder shall fail to perfect or shall have\neffectively withdrawn or lost the right to dissent, the Shares held by such\nDissenting Stockholder shall thereupon be treated as though such Shares had been\nconverted into the right to receive the Merger Consideration pursuant to Section\n2.7(b).\n\n\n                                  ARTICLE III\n\n                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n          Except as set forth on the schedule delivered by the Company to Alcoa\nprior to the execution and delivery of this Agreement (the \"Company Disclosure\nSchedule\"), the Company represents and warrants to Alcoa and the Purchaser as\nset forth below:\n\n                                       11\n\n \n          Section 3.1    Organization, Qualification, Etc.\n                         ---------------------------------\n\n          (a) The Company is a corporation duly organized, validly existing and\nin good standing under the laws of the State of Delaware, has the corporate\npower and authority required for it to own its properties and assets and to\ncarry on its business as it is now being conducted.  The Company is duly\nqualified to do business and is in good standing in each jurisdiction in which\nthe ownership of its properties or the conduct of its business requires such\nqualification, except for jurisdictions in which the failure to be so qualified\nor in good standing would not, individually or in the aggregate, have a Material\nAdverse Effect on the Company or substantially delay the Offer and the Merger or\notherwise prevent the Company from performing its obligations hereunder.  As\nused in this Agreement, any reference to any state of facts, event, change or\neffect having a \"Material Adverse Effect\" on or with respect to the Company or\nAlcoa, as the case may be, means such state of facts, event, change or effect\nthat has had, or would reasonably be expected to have, a material adverse effect\non the business, results of operations, assets or financial condition of the\nCompany and its Subsidiaries, taken as a whole, or Alcoa and its Subsidiaries,\ntaken as a whole, as the case may be. The Company has delivered or made\navailable to Alcoa copies of the certificate of incorporation and by-laws of the\nCompany.  Such certificate of incorporation and by-laws are complete and correct\nand in full force and effect, and the Company is not in violation of any of the\nprovisions of its certificate of incorporation or by-laws.\n\n          (b) Each of the Company's Significant Subsidiaries is a corporation or\nother business entity duly organized, validly existing and in good standing\nunder the laws of its jurisdiction of incorporation or organization.  Each of\nthe Company's Significant Subsidiaries (i) has the corporate or other\norganizational power and authority required for it to own its properties and\nassets and to carry on its business as it is now being conducted and (ii) is\nduly qualified to do business and is in good standing in each jurisdiction in\nwhich the ownership of its properties or the conduct of its business requires\nsuch qualification, except for jurisdictions in which the failure to be so\nqualified or in good standing would not, individually or in the aggregate, have\na Material Adverse Effect on the Company.  All the outstanding shares of capital\nstock of, or other ownership interests in, the Company's Subsidiaries are duly\nauthorized, validly issued, fully paid and non-assessable and, with respect to\nsuch shares or ownership interests that are owned by the Company or its\nSubsidiaries, are free and clear of all liens, claims, mortgages, encumbrances,\npledges, security interests, equities or charges of any kind (each, a \"Lien\").\nAll the outstanding shares of capital stock of, or other ownership interests in,\nthe Company's Subsidiaries are wholly owned by the Company, directly or\nindirectly, except for the common stock, par value $0.01 per share \n\n                                       12\n\n \n(the \"Howmet Common Stock\"), of Howmet International Inc. (\"Howmet\"), of which a\nwholly owned Subsidiary of the Company owns as of the date hereof 84,650,000\nshares. Other than the Subsidiaries listed in Section 3.1 of the Company\nDisclosure Schedule, there are no Persons in which the Company owns, of record\nor beneficially, any direct or indirect equity or similar interest or any right\n(contingent or otherwise) to acquire the same.\n\n          Section 3.2    Capital Stock.\n                         ------------- \n\n          (a) The authorized capital stock of the Company consists of\n200,000,000 shares of Company Common Stock and 25,000,000 shares of Preferred\nStock, par value $1.00 per share (the \"Company Preferred Stock\").  As of March\n3, 2000, (i) 36,714,831 shares of Company Common Stock are issued and\noutstanding; (ii) 1,560,220 shares of Company Common Stock are subject to\noutstanding options issued under the Company's 1989 Stock Awards Plan; (iii)\n1,514,143 shares of Company Common Stock are subject to outstanding options\nissued under the Company's 1996 Stock Awards Plan, as amended; (iv) 4,356,725\nshares of Company Common Stock are issued and held in the treasury of the\nCompany; and (v) no shares of Company Preferred Stock are issued, outstanding or\nreserved for issuance, except for 600,000 shares of the Company Preferred Stock\nwhich have been designated as \"Series A Junior Participating Preferred Stock\"\nand reserved for issuance in connection with the Rights Agreement, dated May 22,\n1997, between the Company and First Chicago Trust Company of New York (the\n\"Rights Agreement\").  Since March 3, 2000 through the date of this Agreement,\n(A) no options to purchase shares of Company Common Stock have been granted, (B)\nno shares of Company Common Stock have been issued other than pursuant to the\nexercise of options to purchase shares of Company Common Stock outstanding on\nMarch 3, 2000 and (C) no shares of Company Preferred Stock have been issued.\nSection 3.2(a) of the Company Disclosure Schedule sets forth a complete and\ncorrect list, as of February 29, 2000, of all holders of options, directors'\nrestricted stock or other rights to purchase or receive capital stock of the\nCompany under a stock option or other stock based employee or non-employee\ndirector benefit plan of the Company or any of its Subsidiaries, including such\nperson's name, the number of options (vested, unvested and total) or other\nrights held by such person, the date of grant and the exercise price for each\nsuch option or right.\n\n          (b) The authorized capital stock of Howmet consists of 400,000,000\nshares of Howmet Common Stock, and 10,000,000 shares of preferred stock, par\nvalue $.01 per share (\"Howmet Preferred Stock\").  As of March 3, 2000, (i)\n100,033,307 shares of Howmet Common Stock are issued and outstanding; (ii)\n\n                                       13\n\n \n4,301,250 shares of Howmet Common Stock are subject to outstanding options\nissued under Howmet's 1997 Stock Awards Plan (\"Howmet Options\"); (iii) no shares\nof Howmet Common Stock are issued and held in the treasury of Howmet; (iv) no\nshares of Howmet Preferred Stock are issued and outstanding; and (v) no shares\nof Howmet Preferred Stock are issued and outstanding or reserved for issuance.\nSince March 3, 2000 through the date of this Agreement, (A) no Howmet Options\nhave been granted, (B) no shares of Howmet Common Stock have been issued other\nthan pursuant to the exercise of Howmet Options outstanding as of March 3, 2000\nand (C) no shares of Howmet Preferred Stock have been issued.  Section 3.2(b) of\nthe Company Disclosure Schedule sets forth a complete and correct list, as of\nFebruary 29, 2000 of all holders of options or other rights to purchase or\nreceive capital stock of Howmet under a stock option or other stock based\nemployee or non-employee director benefit plan of the Company, Howmet or any of\ntheir Subsidiaries, including such person's name, the number of options (vested,\nunvested and total) or other rights held by such person, the date of grant and\nthe exercise price for each such option or right.\n\n          (c) All the outstanding shares of Company Common Stock are duly\nauthorized, validly issued, fully paid and non-assessable.  Except as set forth\nin paragraph (a) or (b) above, except for the Company's obligations under the\nRights Agreement (including with respect to the preferred share purchase rights\nissued or issuable thereunder (the \"Rights\"), and except for the transactions\ncontemplated by this Agreement, (1) there are no shares of capital stock of the\nCompany authorized, issued or outstanding, (2) there are no authorized or\noutstanding options, warrants, calls, preemptive rights, subscriptions or other\nrights, agreements, arrangements or commitments of any character obligating the\nCompany or any of its Subsidiaries to issue, transfer or sell or cause to be\nissued, transferred or sold any shares of capital stock or other equity interest\nin the Company or any of its Subsidiaries or securities convertible into or\nexchangeable for such shares or equity interests, or obligating the Company or\nany of its Subsidiaries to grant, extend or enter into any such option, warrant,\ncall, subscription or other right, agreement, arrangement or commitment, and (3)\nthere are no outstanding contractual obligations of the Company or any of its\nSubsidiaries to repurchase, redeem or otherwise acquire any Shares or other\ncapital stock of the Company or any Subsidiary or to provide funds to make any\ninvestment (in the form of a loan, capital contribution or otherwise) in any\nSubsidiary (other than a Subsidiary that is wholly owned, directly or\nindirectly, by the entity obligated to provide such funds) or other entity.\n\n                                       14\n\n \n          Section 3.3    Corporate Authority Relative to this Agreement; No\n                         --------------------------------------------------\nViolation.\n--------- \n\n          (a) The Company has the corporate power and authority to enter into\nthis Agreement and to carry out its obligations hereunder. The execution and\ndelivery of this Agreement and the consummation of the transactions contemplated\nhereby have been duly and validly authorized by the Board of Directors of the\nCompany and, except for obtaining the Company Stockholder Approval and the\nfiling of the Certificate of Merger or the Certificate of Ownership and Merger,\nas applicable, no other corporate proceedings on the part of the Company are\nnecessary to authorize the consummation of the transactions contemplated hereby.\nThe Board of Directors of the Company approved for purposes of Section 203 of\nthe DGCL the entering into by Alcoa, the Purchaser and the Company of this\nAgreement and the consummation of the transactions contemplated hereby and has\ntaken all appropriate action so that Section 203 of the DGCL, with respect to\nthe Company, will not be applicable to Alcoa and the Purchaser by virtue of such\nactions.  The Board of Directors of Howmet approved for purposes of Section 203\nof the DGCL Alcoa and the Purchaser becoming \"interested stockholders\" pursuant\nto Alcoa executing a letter agreement, dated March 13, 2000 with Howmet or their\nentry into an agreement with the Company providing for a tender offer by the\nPurchaser to acquire the outstanding Shares, to be followed by a merger in which\nAlcoa would acquire the remaining Shares, and the consummation of such\ntransactions and the Board of Directors of Howmet has taken all appropriate\naction so that Section 203 of the DGCL, with respect to Howmet, will not be\napplicable to Alcoa and the Purchaser by virtue of such actions.  This Agreement\nhas been duly and validly executed and delivered by the Company and, assuming\nthis Agreement constitutes a valid and binding agreement of Alcoa and the\nPurchaser, constitutes a valid and binding agreement of the Company, enforceable\nagainst the Company in accordance with its terms.\n\n          (b) Except for the filings, permits, authorizations, consents and\napprovals set forth in Section 3.3(b)(i) of the Company Disclosure Schedule or\nas may be required under the Securities Act of 1933, as amended (the \"Securities\nAct\"), the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act of\n1976, as amended (the \"HSR Act\"), state securities or blue sky laws, the rules\nand regulations of the New York Stock Exchange or the Chicago Stock Exchange or\nthe anti-competition laws or regulations of the European Union or any foreign\njurisdiction in which the Company or Alcoa (directly or through Subsidiaries, in\neach case ) has material assets or conducts material operations, and the filing\nof the Certificate of Merger or Certificate of Ownership and Merger, as\napplicable, under the DGCL, none of the execution, delivery \n\n                                       15\n\n \nor performance of this Agreement by the Company, the consummation by the Company\nof the transactions contemplated hereby or compliance by the Company with any of\nthe provisions hereof will (i) conflict with or result in any breach of any\nprovision of the certificate of incorporation, by-laws or similar organizational\ndocuments of the Company or any of its Subsidiaries, (ii) require any filing by\nthe Company or any of its Subsidiaries with, or permit, authorization, consent\nor approval of, any federal, regional, state or local court, arbitrator,\ntribunal, administrative agency or commission or other governmental or other\nregulatory authority or agency, whether U.S. or foreign (a \"Governmental\nEntity\"), (iii) result in a violation or breach of, or constitute (with or\nwithout due notice or lapse of time or both) a default (or give rise to any\nright of termination, amendment, cancellation or acceleration) under, any of the\nterms, conditions or provisions of any note, bond, mortgage, indenture, lease,\nlicense, contract, agreement or other instrument or obligation to which the\nCompany or any of its Subsidiaries is a party or by which any of them or any of\ntheir properties or assets may be bound (the \"Company Agreements\"), or (iv)\nviolate any order, writ, injunction, decree, judgment, permit, license,\nordinance, law, statute, rule or regulation applicable to the Company, any of\nits Subsidiaries or any of their properties or assets, excluding from the\nforegoing clauses (ii), (iii) and (iv) such filings, permits, authorizations,\nconsents, approvals, violations, breaches or defaults which will not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company\nor prevent or substan tially delay the consummation of the transactions\ncontemplated hereby.\n\n          Section 3.4    Reports and Financial Statements.  The Company has\n                         --------------------------------                  \npreviously furnished or otherwise made available (by electronic filing or\notherwise) to Alcoa true and complete copies of:\n\n               (a) the Annual Reports on Form 10-K filed by the Company with the\nSEC for the fiscal year ended June 30, 1998 and the fiscal period ended December\n31, 1998, and the Annual Reports on Form 10-K filed by Howmet with the SEC for\neach of the fiscal years ended December 31, 1997 and 1998;\n\n               (b) the Quarterly Reports on Form 10-Q filed by each of the\nCompany and Howmet with the SEC for the quarters ended March 31, 1999, June 30,\n1999 and September 30, 1999;\n\n               (c) each definitive proxy statement filed by each of the Company\nand Howmet with the SEC since December 31, 1997;\n\n                                       16\n\n \n               (d) each final prospectus filed by each of the Company and Howmet\nwith the SEC since December 31, 1997, except any final prospectus on Form S-8;\nand\n\n               (e) all Current Reports on Form 8-K filed by each of the Company\nand Howmet with the SEC since January 1, 1998.\n\nAs of their respective dates, such reports, proxy statements and prospectuses\nfiled by the Company (collectively with, and giving effect to, any amendments,\nsupplements and exhibits thereto, the \"Company SEC Reports\") and filed by Howmet\n(collectively with, and giving effect to, any amendments, supplements and\nexhibits thereto, the \"Howmet SEC Reports,\" and together with the Company SEC\nReports, the \"Group SEC Reports\") (i) complied as to form in all material\nrespects with the applicable requirements of the Securities Act, the Exchange\nAct and the rules and regulations promulgated thereunder in effect as of the\ndate of filing, and (ii) did not contain any untrue statement of a material fact\nor omit to state a material fact required to be stated therein or necessary to\nmake the statements therein, in the light of the circumstances under which they\nwere made, not misleading.  Except to the extent that information contained in\nany Group SEC Report was amended or was superseded by a later filed Group SEC\nReport, none of  the Group SEC Reports contains any untrue statement of a\nmaterial fact or omits to state any material fact required to be stated therein\nor necessary in order to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading.  Except for (x) filing\nrequirements of Subsidiaries of the Company in connection with guarantees by\nsuch Subsidiaries of indebtedness of the Company, (y) Cordant Technologies\nHolding Company (with respect to the filing of Statements on Schedule 13D under\nthe Exchange Act) and (z) Howmet, none of the Company's Subsidiaries is required\nto file any forms, reports or other documents with the SEC.  The audited\nconsolidated financial statements and unaudited consolidated interim financial\nstatements included in the Group SEC Reports (including any related notes and\nschedules) fairly present in all material respects the consolidated financial\nposition of each of the Company and Howmet, as the case may be, and its\nrespective consolidated Subsidiaries as of the dates thereof and the results of\noperations and cash flows for the periods or as of the dates then ended\n(subject, in the case of the unaudited interim financial statements, to normal\nrecurring year-end adjustments), and in each case were prepared in accordance\nwith generally accepted accounting principles in the United States (\"GAAP\")\nconsistently applied during the periods involved (except as otherwise disclosed\nin the notes thereto).  Since January 1, 1999, each of the Company and Howmet\nhas timely filed all reports, registration statements and other filings required\nto be filed by it with the SEC under the rules and regulations of the SEC.The\nCompany \n\n                                       17\n\n \nrepresents and warrants to Alcoa that, as of the respective dates\nthereof, all reports of the type referred to in this Section 3.4 which the\nCompany files with the SEC on or after the date hereof, will not contain any\nuntrue statement of a material fact or omit to state a material fact required to\nbe stated therein or necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading.  The audited\nconsolidated financial statements and the unaudited consolidated interim\nfinancial statements included in such reports (including any related notes and\nschedules) will fairly present in all material respects the consolidated\nfinancial position of the Company and its consolidated Subsidiaries as of the\ndates thereof and the results of operations and cash flows or other information\nincluded therein for the periods or as of the date then ended (subject, in the\ncase of the interim financial statements, to normal, recurring year-end\nadjustments), and will be prepared in each case in accordance with GAAP\nconsistently applied during the periods involved (except as otherwise disclosed\nin the notes thereto).\n\n          Section 3.5    No Undisclosed Liabilities.  Neither the Company nor\n                         --------------------------                          \nany of its Subsidiaries has any liabilities or obligations of any nature\nrequired to be set forth in a consolidated balance sheet of the Company and its\nconsolidated Subsidiaries under GAAP whether or not accrued, contingent or\notherwise, and there is no existing condition, situation or set of circumstances\nwhich could be expected to result in such a liability or obligation, except\nliabilities or obligations (a) reflected in the Group SEC Reports or (b) which,\nindividually or in the aggregate, would not have a Material Adverse Effect on\nthe Company.\n\n          Section 3.6    No Violation of Law.  The businesses of the Company and\n                         -------------------                                    \nits Subsidiaries are not being conducted in violation of any order, writ,\ninjunction, decree, judgment, permit, license, ordinance, law, statute, rule or\nregulation of any Governmental Entity (provided that no representation or\nwarranty is made in this Section 3.6 with respect to Environmental Laws), except\n(a) as described in the Group SEC Reports, and (b) for violations or possible\nviolations which would not, individually or in the aggregate, have a Material\nAdverse Effect on the Company.\n\n          Section 3.7    Environmental Matters.\n                         --------------------- \n\n          (a) Each of the Company and its Subsidiaries has obtained all\nlicenses, permits, authorizations, approvals and consents from Governmental\nEntities which are required under any applicable Environmental Law and necessary\nfor it to carry on its business or operations as now conducted (\"Environmental\nPermits\"), except for such failures to have Environmental Permits which,\nindividually or in the aggregate, \n\n                                       18\n\n \nwould not have a Material Adverse Effect on the Company. Each of such Environmen\ntal Permits is in full force and effect, and each of the Company and its\nSubsidiaries is in compliance with the terms and conditions of all such\nEnvironmental Permits and with all applicable Environmental Laws, except for\nsuch failures to be in full force and effect or in compliance which,\nindividually or in the aggregate, would not have a Material Adverse Effect on\nthe Company.\n\n          (b) There are no Environmental Claims pending or, to the best\nknowledge of the Company, threatened against the Company or any of its\nSubsidiaries, or, to the best knowledge of the Company, for which the Company or\nany of its Subsidiaries is liable, that, individually or in the aggregate, would\nhave a Material Adverse Effect on the Company.\n\n          (c) To the best knowledge of the Company, there are no past or present\nactions, activities, circumstances, conditions, events or incidents, including,\nwithout limitation, the release, threatened release or presence of any Hazardous\nMaterial, that would form the basis of any Environmental Claim against the\nCompany or any of its Subsidiaries, or for which the Company or any of its\nSubsidiaries is liable, except for such Environmental Claims which, individually\nor in the aggregate, would not have a Material Adverse Effect on the Company.\n\n          (d) To the best knowledge of the Company, no site or facility now or\npreviously owned, operated or leased by the Company or any of its Subsidiaries\nis listed or proposed for listing on the National Priorities List promulgated\npursuant to the Comprehensive Environmental Response, Compensation and Liability\nAct of 1980, as amended, and the rules and regulations thereunder (\"CERCLA\").\n\n          (e) No Liens have arisen under or pursuant to any Environ mental Law\non any site or facility owned, operated or leased by the Company or any of its\nSubsidiaries, except for such Liens which would not, individually or in the\naggregate, have a Material Adverse Effect on the Company, and no action of any\nGovernmental Entity has been taken or, to the best knowledge of the Company, is\nin process which could subject any of such properties to such Liens, except for\nany such action which, individually or in the aggregate, would not have a\nMaterial Adverse Effect on the Company.\n\n                                       19\n\n \n               (f)  As used in this Agreement:\n\n                    (i)  \"Environmental Claim\" means any claim, action, lawsuit\n     or proceeding by any Person which seeks to impose liability (including,\n     without limitation, liability for investigatory costs, cleanup costs,\n     governmental response costs, natural resources, damages, property damages,\n     personal injuries or penalties) arising out of, based on or resulting from\n     (A) the presence, or release or threatened release, of any Hazardous\n     Materials at any location, whether or not owned or operated by the Company\n     or any of its Subsidiaries, or (B) circumstances which would give rise to\n     any violation, or alleged violation, of any Environmental Law.\n\n                    (ii)  \"Environmental Law\" means any law or order of any\n     Governmental Entity relating to (A) the generation, treatment, storage,\n     disposal, use, handling, manufacturing, transportation or shipment of\n     Hazardous Materials or (B) the environment or to emissions, discharges,\n     releases or threatened releases of Hazardous Material into the environment.\n\n                    (ii)  \"Hazardous Materials\" means (A) any petroleum or\n     petroleum products, radioactive materials or friable asbestos; (B) any\n     chemicals or other materials or substances which are now defined as or\n     included in the definition of \"hazardous substances,\" \"hazardous wastes,\"\n     \"hazardous materials,\" \"extremely hazardous wastes,\" \"restricted hazardous\n     wastes,\" \"toxic substances,\" \"toxic pollutants,\" \"pollutants,\"\n     contaminants,\" \"infectious wastes,\" \"hazardous chemicals\" or \"hazardous\n     pollutants,\" under any Environmental Law; and (C) pesticides.\n\n          Section 3.8    Employee Benefit Plans; ERISA.\n                         ----------------------------- \n\n          (a) Section 3.8(a) of the Company Disclosure Schedule contains a true\nand complete list of each material deferred compensation, incentive compensation\nor equity compensation plan; \"welfare\" plan, fund or program (within the meaning\nof section 3(1) of the Employee Retirement Income Security Act of 1974, as\namended (\"ERISA\")); \"pension\" plan, fund or program (within the meaning of\nsection 3(2) of ERISA); each material employment, consulting, termination or\nseverance agreement; and each other material employee benefit plan, fund,\nprogram, agreement or arrangement, in each case, that is sponsored, maintained\nor contributed to or required to be contributed to by the Company or by any\ntrade or business, whether or not incorporated (an \"ERISA Affiliate\"), that\ntogether with the Company would be deemed \n\n                                       20\n\n \na \"single employer\" within the meaning of section 4001(b) of ERISA, or to which\nthe Company or an ERISA Affiliate is party, for the benefit of any employee or\nformer employee of the Company or any Subsidiary (the \"Company Plans\");\nprovided, that Section 3.8(a) of the Company Disclosure Schedule does not set\nforth a complete list of Company Plans that are maintained outside the United\nStates primarily for the benefit of persons who are not citizens or residents of\nthe United States (\"Foreign Plans\"). The Company shall deliver a true and\ncomplete list of Foreign Plans to Purchaser as soon as practicable after the\ndate hereof. The Company and its Subsidiaries do not have any material\nliabilities or obligations with respect to Foreign Plans (whether or not\naccrued, contingent or otherwise) which are not reflected in the Group SEC\nReports to the extent required to be so reflected.\n\n          (b) With respect to each Company Plan, the Company shall, as soon as\npracticable after the date hereof, deliver or make available to Alcoa true and\ncomplete copies of the Company Plans and any amendments thereto, any related\ntrust or other funding vehicle, any reports or summaries required under ERISA or\nthe Code and the most recent determination letter received from the Internal\nRevenue Service (the \"IRS\") with respect to each Company Plan intended to\nqualify under Section 401 of the Code.\n\n          (c) No liability under Title IV or section 302 of ERISA has been\nincurred by the Company or any ERISA Affiliate that has not been satisfied in\nfull, and no condition exists that presents a material risk to the Company or\nany ERISA Affiliate of incurring any such liability, other than liability for\npremiums due the Pension Benefit Guaranty Corporation (which premiums have been\npaid when due), except as would not have a Material Adverse Effect on the\nCompany.\n\n          (d) No Company Plan that is subject to Title IV  (a \"Company Title IV\nPlan\") is a \"multiemployer pension plan,\"  as defined in section 3(37) of ERISA,\nnor is any Company Title IV Plan a plan described in section 4063(a) of ERISA.\n          (e) Each Company Plan has been operated and administered in accordance\nwith its terms and applicable law, including but not limited to ERISA and the\nCode, except as would not have a Material Adverse Effect on the Company, and\neach Company Plan intended to be \"qualified\" within the meaning of section\n401(a) of the Code is so qualified and the trusts maintained thereunder are\nexempt from taxation under section 501(a) of the Code, except for failures to so\nqualify or be exempt that would reasonably be expected to be curable without a\nMaterial Adverse Effect on the Company.\n\n                                       21\n\n \n          (f) No Company Plan provides medical, surgical, hospitaliza tion,\ndeath or similar benefits (whether or not insured) for employees or former\nemployees of the Company or any Subsidiary for periods extending beyond their\nretirement or other termination of service, other than (i) coverage mandated by\napplicable law, (ii) death benefits under any \"pension plan,\" or (iii) benefits\nthe full cost of which is borne by the current or former employee (or his\nbeneficiary).\n\n          (g) Section 3.8(g)(i) of the Company Disclosure Schedule sets forth\neach Company Plan under which payments may be made that could constitute \"excess\nparachute payments\" within the meaning of Section 280G of the Code.  The\naggregate amount of such excess parachute payments (exclusive of \"gross-up\npayments\" for excise tax) shall not exceed the amount set forth in Section\n3.8(g)(ii) of the Company Disclosure Schedule.\n\n          (h) Section 3.8(h) of the Company Disclosure Schedule sets forth each\nCompany Plan under which, as a result of the consummation of the Offer or the\nMerger, either alone or in combination with another event, (A) any current or\nformer employee or officer of the Company or any ERISA Affiliate may become\nentitled to severance pay or any other payment, except as expressly provided in\nthis Agreement, or (B) compensation due any such employee or officer may become\naccelerated the time of payment or vested, or increased.\n\n          (i) There are no pending or, to the best knowledge of the Company,\nthreatened claims by or on behalf of any Company Plan, by any employee or\nbeneficiary covered under any such Company Plan, or otherwise involving any such\nCompany Plan (other than routine claims for benefits), except as would not have\na Material Adverse Effect on the Company.\n\n          (j) There are no pending or scheduled audits of any Company Plan by\nany Governmental Entity or any pending nor, to the best knowledge of the\nCompany, threatened claims or penalties resulting from any such audit, except as\nwould not have a Material Adverse Effect on the Company.\n\n          Section 3.9    Absence of Certain Changes or Events.  Except as\n                         ------------------------------------            \ndisclosed in the Group SEC Reports, since December 31, 1998 (a) the businesses\nof the Company and its Subsidiaries have been conducted in all material respects\nin the ordinary course, and (b) there has not been any event, occurrence,\ndevelopment or state \n\n                                       22\n\n \nof circumstances or facts that has had, or would have,\nindividually or in the aggregate, a Material Adverse Effect on the Company.\n\n          Section 3.10   Litigation.  Except as disclosed in the Group SEC\n                         ----------                                       \nReports, there are no claims, actions, suits, proceedings, arbitrations or\ninvestigations pending (or, to the best knowledge of the Company, threatened)\nagainst or affecting the Company or its Subsidiaries or any of their respective\nproperties or assets at law or in equity, by or before any Governmental Entity\nwhich, individually or in the aggregate, will have a Material Adverse Effect on\nthe Company or would prevent or substantially delay the Offer or the Merger.\n\n          Section 3.11   Schedule 14D-9; Offer Documents; and Proxy Statement.\n                         ---------------------------------------------------- \nNeither the Schedule 14D-9 nor any information supplied by the Company for\ninclusion in the Offer Documents will, at the respective times the Schedule 14D-\n9, the Offer Documents or any amendments or supplements thereto are filed with\nthe SEC or are first published, sent or given to stockholders of the Company, as\nthe case may be, contain any untrue statement of a material fact or omit to\nstate any material fact required to be stated therein or necessary in order to\nmake the statements made therein, in the light of the circumstances under which\nthey are made, not misleading. The Proxy Statement will not, on the date the\nProxy Statement (or any amendment or supplement thereto) is first mailed to\nstockholders of the Company, contain any untrue statement of a material fact, or\nomit to state any material fact required to be stated therein or necessary in\norder to make the statements made therein, in the light of the circumstances\nunder which they are made, not misleading or will, at the time of the Special\nMeeting, omit to state any material fact necessary to correct any statement in\nany earlier communication with respect to the solicitation of proxies for the\nSpecial Meeting which shall have become false or misleading in any material\nrespect.   The Schedule 14D-9 and the Proxy Statement will, when filed by the\nCompany with the SEC, comply as to form in all material respects with the\napplicable provisions of the Exchange Act and the rules and regulations\nthereunder.  Notwithstanding the foregoing, the Company makes no representation\nor warranty with respect to information supplied by or on behalf of Alcoa or the\nPurchaser which is contained in any of the foregoing documents.\n\n          Section 3.12   Intellectual Property.\n                         --------------------- \n\n          (a) The Company and its Subsidiaries own or have valid rights to use\nall items of Intellectual Property utilized in the conduct of the business of\nthe Company and its Subsidiaries as presently conducted free and clear of all\nLiens with \n\n                                       23\n\n \nsuch exceptions as would not have, individually or in the aggregate,\na Material Adverse Effect on the Company.\n\n          (b) Except as would not individually or in the aggregate have a\nMaterial Adverse Effect on the Company, (i) neither the Company nor any\nSubsidiary of the Company is in default (or with the giving of notice or lapse\nof time or both, would be in default) under any license or other grant to use\nsuch Intellectual Property, (ii) such Intellectual Property is not being\ninfringed by any third party, (iii) neither the Company nor any Subsidiary is\ninfringing any Intellectual Property of any third party, and (iv) in the last\nthree years neither the Company nor any Subsidiary has received any written\nclaim or notice of infringement from any third party.\n\n          (c) As used in this Agreement, \"Intellectual Property\" means all of\nthe following: (i) U.S. and foreign registered and unregistered trademarks and\npending trademark applications, trade dress, service marks, logos, trade names,\nbrand names, corporate names, assumed names and business names and all\nregistrations and applications to register the same (the \"Trademarks\"), (ii)\nissued U.S. and foreign patents and pending patent applications, invention\ndisclosures, and any and all divisions, continuations, continuations-in-part,\nreissues, continuing patent applications, reexaminations, and extensions\nthereof, any counterparts claiming priority therefrom, utility models, patents\nof importation\/confirmation, certificates of invention, certificates of\nregistration and like statutory rights (the \"Patents\"), (iii) U.S. and foreign\ncopyrights (including, but not limited to, those in computer software and\ndatabases), rights of publicity, and all registrations and applications to\nregister the same (the \"Copyrights\"), (iv) all categories of trade secrets as\ndefined in the Uniform Trade Secrets Act and under corresponding foreign\nstatutory and common law, including, but not limited to, business, technical and\nknow-how information, (v) all licenses and agreements pursuant to which the\nCompany or any Subsidiary has acquired rights in or to any Trademarks, Patents,\ntrade secrets, technology, know-how, Computer Software, rights of publicity or\nCopyrights, or licenses and agreements pursuant to which the Company has\nlicensed or transferred the right to use any of the foregoing, and (vi) all\ncomputer software, data files, source and object codes, user interfaces, manuals\nand other specifications and documentation and all know-how relating thereto\n(collectively, \"Computer Software\").\n\n          Section 3.13   Tax Matters.\n                         ----------- \n\n          (a) All federal, state, local and foreign Tax Returns required to be\nfiled by or on behalf of the Company, each of its Subsidiaries and each\naffiliated, combined, consolidated or unitary group of which the Company or any\nof its \n\n                                       24\n\n \nSubsidiaries is a member (a \"Company Affiliated Group\") have been timely\nfiled or requests for extensions have been timely filed and any such extension\nhas been granted and has not expired, and all such filed Tax Returns are\ncomplete and accurate except to the extent any failure to file or any\ninaccuracies in filed Tax Returns would not, individually or in the aggregate,\nhave a Material Adverse Effect on the Company.  All Taxes due and owing by the\nCompany, any Subsidiary of the Company or any Company Affiliated Group have been\npaid, or adequately reserved for, except to the extent any failure to pay or\nreserve for would not, individually or in the aggregate, have a Material Adverse\nEffect on the Company.  There is no audit, examination, deficiency, refund\nlitigation, proposed adjustment or matter in controversy with respect to any\nTaxes due and owing by the Company, any Subsidiary of the Company or any Company\nAffiliated Group which if determined adversely would, individually or in the\naggregate, have a Material Adverse Effect on the Company.  All assessments for\nTaxes due and owing by the Company, any Subsidiary of the Company or any Company\nAffiliated Group with respect to completed and settled examinations or concluded\nlitigation have been paid, except to the extent any failures to pay would not\nindividually or in the aggregate have a Material Adverse Effect on the Company.\nSection 3.13(a) of the Company Disclosure Schedule sets forth (i) the taxable\nyears of the Company for which the statutes of limitations with respect to U.S.\nfederal income Taxes have not expired, and (ii) with respect to federal income\nTaxes for such years, those years for which examinations have been completed,\nthose years for which examinations are presently being conducted, and those\nyears for which examinations have not yet been initiated.   Neither the Company\nnor any of its Subsidiaries has any liability under Treasury Regulation Section\n1.1502-6 for U.S. federal income Taxes of any Person other than the Company and\nits Subsidiar ies except to the extent of any liabilities that would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company.\nThe Company and each of its Subsidiaries have complied in all material respects\nwith all rules and regulations relating to the withholding of Taxes, except to\nthe extent any such failure to comply would not, individually or in the\naggregate, have a Material Adverse Effect on the Company.\n\n          (b) Neither the Company nor any Subsidiary of the Company has (i)\nentered into a closing agreement or other similar agreement with a taxing\nauthority relating to Taxes of the Company or any Subsidiary of the Company with\nrespect to a taxable period for which the statute of limitations is still open,\nor (ii) with respect to U.S. federal income Taxes, granted any waiver of any\nstatute of limitations with respect to, or any extension of a period for the\nassessment of, any income Tax, in either case, that is still outstanding.  There\nare no Liens relating to material Taxes upon the assets of the Company or any\nSubsidiary of the Company other than Liens relating to Taxes not yet due or\nLiens for which adequate reserves have been established. \n\n                                       25\n\n \nNeither the Company nor any Subsidiary of the Company is a party to or is bound\nby any Tax sharing agreement, Tax indemnity obligation or similar agreement or\npractice in respect of Taxes (other than with respect to agreements solely\nbetween or among members of the consolidated group of which the Company is the\ncommon parent). No consent under Section 341(f) of the Code has been filed with\nrespect to the Company or any Subsidiary of the Company.\n\n          (c) For purposes of this Agreement: (i) \"Taxes\" means any and all\nfederal, state, local, foreign or other taxes of any kind (together with any and\nall interest, penalties, additions to tax and additional amounts imposed with\nrespect thereto) imposed by any taxing authority, including, without limitation,\ntaxes or other charges on or with respect to income, franchises, windfall or\nother profits, gross receipts, property, sales, use, capital stock, payroll,\nemployment, social security, workers' compensation, unemployment compensation or\nnet worth, and taxes or other charges in the nature of excise, withholding, ad\nvalorem or value added, and (ii) \"Tax Return\" means any return, report or\nsimilar statement (including the attached schedules) required to be filed with\nrespect to any Tax, including, without limitation, any information return, claim\nfor refund, amended return or declaration of estimated Tax.\n\n          Section 3.14   Opinion of Financial Advisor.  The Board of Directors\n                         ----------------------------                         \nof the Company has received the opinion of  Morgan Stanley &amp; Co. Incorporated,\ndated the date of this Agreement, substantially to the effect that, the\nconsideration to be received by the holders of Shares pursuant to this Agreement\nis fair to such stockholders from a financial point of view.\n\n          Section 3.15   Required Vote of the Company Stockholders.  The\n                         -----------------------------------------      \naffirmative vote of the holders of a majority of the outstanding shares of\nCompany Common Stock (the \"Company Stockholder Approval\") is the only vote of\nthe holders of any class or series of the Company's capital stock which is\nnecessary to approve and adopt this Agreement.\n\n          Section 3.16   Employment Matters.  Neither the Company nor any of its\n                         ------------------                                     \nSubsidiaries has experienced any work stoppages, strikes, collective labor\ngrievances, other collective bargaining disputes or claims of unfair labor\npractices in the last year which would, individually or in the aggregate, have a\nMaterial Adverse Effect on the Company.  There is no organizational effort\npresently being made or, to the best knowledge of the Company, threatened by or\non behalf of any labor union with respect to employees of the Company or any of\nits Subsidiaries, except as would not have a Material Adverse Effect on the\nCompany.\n\n                                       26\n\n \n          Section 3.17   Rights Plan.  The Board of Directors of the Company has\n                         -----------                                            \namended the Rights Agreement to provide that (i) so long as this Agreement has\nnot been terminated pursuant to Section 7.1, a Distribution Date (as such term\nis defined in the Rights Agreement) shall not occur or be deemed to occur, and\nneither Alcoa nor the Purchaser shall become an Acquiring Person (as such term\nis defined in the Rights Agreement), as a result of the execution, delivery or\nperformance of this Agreement, the announcement, making or consummation of the\nOffer, the acquisition of Shares pursuant to the Offer or the Merger, the\nconsummation of the Merger or any other transaction contemplated by this\nAgreement and (ii) the Rights shall expire immediately prior to the consummation\nof the Offer.\n\n\n                                  ARTICLE IV\n\n                         REPRESENTATIONS AND WARRANTIES\n                           OF ALCOA AND THE PURCHASER\n\n          Except as set forth on the schedule delivered by Alcoa to the Company\nprior to the execution of this Agreement (the \"Alcoa Disclosure Schedule,\" and\ntogether with the Company Disclosure Schedule, the \"Disclosure Schedule\"), Alcoa\nand the Purchaser jointly and severally represent and warrant to the Company as\nset forth below:\n\n          Section 4.1    Organization, Qualification, Etc.  Each of Alcoa and\n                         ---------------------------------                   \nthe Purchaser is a corporation duly organized, validly existing and in good\nstanding under the laws of the jurisdiction of its incorporation, has the\ncorporate power and authority and all governmental approvals required for it to\nown its properties and assets and to carry on its business as it is now being\nconducted or presently proposed to be conducted. Each of Alcoa and the Purchaser\nis duly qualified to do business and is in good standing in each jurisdiction in\nwhich the ownership of its properties or the conduct of its business requires\nsuch qualification, except for jurisdictions in which the failure to be so\nqualified and in good standing would not, individually or in the aggregate, have\na Material Adverse Effect on Alcoa or delay consummation of the transactions\ncontemplated by this Agreement or otherwise prevent Alcoa or the Purchaser from\nperforming its obligations hereunder.   The Purchaser is a wholly owned\nSubsidiary of Alcoa.\n\n                                       27\n\n \n          Section 4.2    Corporate Authority Relative to this Agreement; No\n                         --------------------------------------------------\nViolation.\n--------- \n\n          (a) Each of Alcoa and the Purchaser has the corporate power and\nauthority to enter into this Agreement and to carry out its obligations\nhereunder. The execution and delivery of this Agreement and the consummation of\nthe transactions contemplated hereby have been duly and validly authorized by\nthe Board of Directors of each of Alcoa and the Purchaser.  Alcoa, as the sole\nstockholder of the Purchaser, has duly and validly approved and adopted this\nAgreement.  Other than the filing of the Certificate of Merger no other\ncorporate proceedings on the part of Alcoa or the Purchaser (including their\nrespective stockholders) are necessary to authorize the consummation of the\ntransactions contemplated hereby.  This Agreement has been duly and validly\nexecuted and delivered by Alcoa and the Purchaser and, assuming this Agreement\nconstitutes a valid and binding agreement of the Company, constitutes a valid\nand binding agreement of each of Alcoa and the Purchaser, enforceable against\neach of Alcoa and the Purchaser in accordance with its terms.\n\n          (b) Except for the filings, permits, authorizations, consents and\napprovals as may be required under the Exchange Act, the HSR Act, or the anti-\ncompetition laws or regulations of the European Union or any foreign\njurisdiction in which the Company or Alcoa (directly or through Subsidiaries, in\neach case) has material assets or conducts material operations and the filing of\nthe merger certificate under the DGCL, none of the execution, delivery or\nperformance of this Agreement by Alcoa or the Purchaser, the consummation by\nAlcoa or the Purchaser of the transactions contemplated hereby or compliance by\nAlcoa or the Purchaser with any of the provisions hereof will (i) conflict with\nor result in any breach of any provision of the articles of incorporation or by-\nlaws of Alcoa or the certificate of incorporation, by-laws or similar\norganizational documents of any of its Subsidiaries, including the Purchaser,\n(ii) require any filing with, or permit, authorization, consent or approval of,\nany Governmental Entity, (iii) result in a violation or breach of, or constitute\n(with or without due notice or lapse of time or both) a default (or give rise to\nany right of termination, amendment, cancellation or acceleration) under, any of\nthe terms, conditions or provisions of any note, bond, mortgage, indenture,\nlease, license, contract, agreement or other instrument or obligation to which\nAlcoa or any of its Subsidiaries is a party or by which any of them or any of\ntheir respective properties or assets may be bound (the \"Alcoa and Purchaser\nAgreements\"), or (iv) violate any order, writ, injunction, decree,  judgment,\npermit, license, ordinance, law, statute, rule or regulation applicable to\nAlcoa, any of its Subsidiaries or any of their respective properties or assets,\nexcluding from the foregoing clauses (ii), (iii) and (iv) such violations,\nbreaches or \n\n                                       28\n\n \ndefaults which will not, individually or in the aggregate, have a Material\nAdverse Effect on Alcoa or prevent or substantially delay the consummation of\nthe transactions contemplated hereby.\n\n          Section 4.3    Offer Documents; Proxy Statement; Schedule 14D-9.\n                         ------------------------------------------------ \nNeither the Offer Documents nor any information supplied by Alcoa or the\nPurchaser for inclusion in the Schedule 14D-9 will, at the time the Offer\nDocuments, the Schedule 14D-9, or any amendments or supplements thereto, are\nfiled with the SEC or are first published, sent or given to stockholders of the\nCompany, as the case may be, contain any untrue statement of a material fact or\nomit to state any material fact required to be stated therein or necessary in\norder to make the statements made therein, in the light of the circumstances\nunder which they are made, not misleading.  The information supplied by Alcoa\nfor inclusion in the Proxy Statement will not, on the date the Proxy Statement\n(or any amendment or supplement thereto) is first mailed to stockholders of the\nCompany, contain any untrue statement of a material fact or omit to state any\nmaterial fact required to be stated therein or necessary in order to make the\nstatements therein, in the light of the circumstances under which they are made,\nnot misleading, or shall, at the time of the Special Meeting, omit to state any\nmaterial fact necessary to correct any statement in any earlier communication\nwith respect to the solicitation of proxies for the Special Meeting which shall\nhave become false or misleading.  Notwithstanding the foregoing, Alcoa and the\nPurchaser make no representation or warranty with respect to any information\nsupplied by or on behalf of the Company which is contained in any of the Offer\nDocuments, the Proxy Statement or any amendment or supplement thereto. The Offer\nDocuments shall comply as to form in all material respects with the requirements\nof the Exchange Act and the rules and regulations thereunder.\n\n          Section 4.4    Financing.  At or prior to the dates that the Purchaser\n                         ---------                                              \nbecomes obligated to accept for payment and pay for Shares pursuant to the\nOffer, and at the Effective Time, Alcoa and the Purchaser will have sufficient\ncash resources available to pay for the Shares that the Purchaser becomes so\nobligated to accept for payment and pay for pursuant to the Offer and to pay the\naggregate Merger Consider ation pursuant to the Merger.\n\n          Section 4.5    Opinion of Financial Advisor.  The Board of Directors\n                         ----------------------------                         \nof Alcoa has received the opinion of Salomon Smith Barney Inc., dated the date\nof this Agreement, substantially to the effect that the consideration to be\noffered by Alcoa in the Offer and the Merger, taken together, is fair to Alcoa\nfrom a financial point of view.\n\n                                       29\n\n \n          Section 4.6    Ownership of Capital Stock.   Immediately prior to the\n                         --------------------------                            \nexecution and delivery of this Agreement, neither Alcoa nor any of its\nSubsidiaries beneficially owned any Shares or any shares of Howmet Common Stock.\n\n\n                                   ARTICLE V\n\n                            COVENANTS AND AGREEMENTS\n\n          Section 5.1    Conduct of Business Prior to the Effective Time.  (a)\n                         -----------------------------------------------       \nThe Company agrees that, from and after the date hereof and prior to the\nEffective Time or the date, if any, on which this Agreement is earlier\nterminated pursuant to Section 7.1 (the \"Termination Date\"), and except as may\nbe agreed in writing by Alcoa, which agreement shall not be unreasonably\nwithheld or delayed, as may be expressly permitted pursuant to this Agreement or\nas set forth in Section 5.1 of the Company Disclosure Schedule, the Company:\n\n                    (i)  shall, and shall cause each of its Subsidiaries to,\n     conduct its operations in all material respects according to their ordinary\n     course of business in substantially the same manner as heretofore\n     conducted;\n\n                    (ii)  shall use its reasonable best efforts, and cause each\n     of its Subsidiaries to use its reasonable best efforts, to preserve intact\n     its business organization and goodwill, keep available the services of its\n     current officers and other key employees and preserve its current\n     relationships with those Persons having significant business dealings with\n     the Company and its Subsidiaries;\n\n                    (ii)  shall notify Alcoa of any emergency or other\n     substantial change in the normal course of its or its Subsidiaries'\n     respective businesses or in the operation of its or its Subsidiaries'\n     respective properties and of any complaints of or hearings (or written\n     communications indicating that the same are threatened) of which the\n     Company has knowledge before any Governmental Entity if such emergency,\n     change, complaint, investigation or hearing would have a Material Adverse\n     Effect on the Company ;\n\n                    (iv)  shall not, and shall not permit any of its\n     Subsidiaries that is not incorporated or organized in the United States or\n     not wholly owned to, repatriate funds, authorize or pay any dividends on or\n     make any distribution with respect to its outstanding shares of capital\n     stock (other than (A) regularly \n\n                                       30\n\n \n     quarterly cash dividends by the Company in an amount not to exceed $0.10 \n     per Share per quarter declared and paid in accordance with past practice,\n     including establishment of record and payment dates and (B) dividends or\n     distributions by wholly owned Subsidiaries of the Company;\n\n                    (v)  shall not, and shall not permit any of its Subsidiaries\n     to establish, enter into or amend any severance plan, agreement or\n     arrangement or any Company Plan or materially increase the compensation\n     payable or to become payable or the benefits provided to its officers or\n     employees, except as may be required by applicable law or a contract in\n     existence on the date hereof, and except for increases for nonofficer\n     employees in the normal course of business consistent with past practice;\n\n                    (vi) shall not, and shall not permit any of its Subsidiaries\n     to, authorize or announce an intention to authorize, or enter into an\n     agreement with respect to, any merger, consolidation or business\n     combination (other than the Merger), any acquisition of any assets or\n     securities, or any disposition of any assets or securities, except in an\n     amount that is not material to the Company and its Subsidiaries taken as a\n     whole;\n\n                    (vii)  shall not, and shall not permit any of its\n     Subsidiaries to, propose or adopt any amendments to its certificate of\n     incorporation or by-laws (or other similar organizational documents);\n\n                    (viii)  shall not, and shall not permit any of its Subsidiar\n     ies to, issue or authorize the issuance of, or agree to issue or sell any\n     shares of capital stock of any class (whether through the issuance or\n     granting of options, warrants, commitments, convertible securities,\n     subscriptions, rights to purchase or otherwise), except for (1) the\n     issuance of Company Common Stock and associated Rights pursuant to options\n     and grants outstanding as of the date of this Agreement which were issued\n     or made, as the case may be, pursuant to the Company's 1989 Stock Awards\n     Plan, 1996 Stock Awards Plan and Key Executive Long-Term Incentive Plan and\n     each of which is set forth in Section 3.2(a) of the Company Disclosure\n     Schedule, (2) the issuance of Howmet Common Stock pursuant to options and\n     grants outstanding as of the date of this Agreement, which were issued or\n     made, as the case may be, pursuant to Howmet's 1997 Stock Awards Plan, and\n     each of which is set forth in Section 3.2(b) of the Company Disclosure\n     Schedule; or take any action to cause to be exercisable any otherwise\n     unexercisable option under any existing stock option \n\n                                       31\n\n \n     plan and (3) the annual issuance to each non-employee director of the\n     Company of shares of Company Common Stock having a value of $20,000;\n     provided, that such issuance is made at such time as is consistent with\n     past practice;\n\n                    (ix)  shall not, and shall not permit any of its\n     Subsidiaries to, reclassify, combine, split, purchase or redeem any shares\n     of its capital stock or purchase or redeem any rights, warrants or options\n     to acquire any such shares (other than as contemplated by the Company\n     Plans);\n\n                     (x)  shall not, and shall not permit any of its\n     Subsidiaries to, (A) incur, assume or prepay any indebtedness or any other\n     material liabilities for borrowed money or issue any debt securities other\n     than (i) incurrences and repayments of indebtedness under the Company's or\n     its Subsidiaries' credit facilities in existence on the date of this\n     Agreement in the ordinary course of business consistent with past practice\n     and (ii) in an amount not to exceed $40 million in the aggregate or (B)\n     assume, guarantee, endorse or otherwise become liable or responsible\n     (whether directly, contingently or otherwise) for the obligations of any\n     other Person (other than wholly owned Subsidiaries), except for guarantees\n     by Subsidiaries of the Company of indebtedness permitted under the\n     preceding clause (A) ;\n\n                     (xi)  shall not, and shall not permit any of its\n     Subsidiaries to (or consent to any proposal by any Person in which the\n     Company has an investment to), make or forgive any loans, advances or\n     capital contributions to, or investments in, any other Person other than\n     the Company or any wholly-owned Subsidiary of the Company (including any\n     intercompany loans, advances or capital contributions to, or investments\n     in, any affiliate) other than advances to employees in the ordinary course\n     of business in accordance with the Company's or its Subsidiaries'\n     established policies;\n\n                     (xii)  shall not, and shall not permit any of its\n     Subsidiaries to, (A) enter into any material lease or license or otherwise\n     subject to any material Lien any of its properties or assets (including\n     securitizations), other than in the ordinary course of business consistent\n     with past practice; (B) modify or amend in any material respect, or\n     terminate, any of its material contracts (except (x) with respect to\n     \"classified\" contracts or (y) in the ordinary course of business); (C)\n     waive, release or assign any rights that are material to the Company and\n     its Subsidiaries taken as a whole; or (D) permit any insurance policy\n     naming it as a beneficiary or a loss payable payee to lapse, be cancelled\n\n                                       32\n\n \n     or expire unless a new policy with substantially identical coverage is in\n     effect as of the date of lapse, cancellation or expiration;\n\n                    (xiii)  shall not, and shall not permit any of its Subsidiar\n     ies to change any of the financial accounting methods used by it unless\n     required by generally accepted accounting principles of the applicable\n     country or change in applicable law;\n\n                     (xiv)  shall not, and shall not permit any of its Subsidiar\n     ies to, file with, or submit to, any Governmental Entity (including the\n     SEC) any registration statement, prospectus or other similar document, or\n     any amendment or supplement thereto, relating to the issuance of any\n     securities of the Company or any Subsidiary of the Company, other than a\n     registration statement of the Company on Form S-8 (including any final\n     prospectus thereon) or any amendment or supplement thereto, filed with the\n     SEC in connection with the Company Stock Plans, in each case, in the\n     ordinary course of business consistent with past practice;\n\n                     (xv)  shall not, and shall not permit any of its\n     Subsidiaries to, agree, in writing or otherwise, to take any of the\n     foregoing actions or take any action which would (y) make any\n     representation or warranty in Article III hereof untrue or incorrect in any\n     material respect, or (z) result in any of the conditions to the Offer set\n     forth in Annex A hereto or any of the conditions to the Merger set forth in\n     Article VI hereof not being satisfied;\n\n          (b) Alcoa agrees that, from and after the date hereof and prior to the\nearlier of the Effective Time and the Termination Date, and except as may be\nagreed in writing by the Company or as may be expressly permitted pursuant to\nthis Agreement, Alcoa shall not, and shall not permit any of its Subsidiaries to\n(i) agree, in writing or otherwise, to take any action which would result in any\nof the conditions to the Offer set forth in Annex A hereto or any of the\nconditions to the Merger set forth in Article VI hereof not being satisfied or\n(ii) delay the consummation of the Offer, including by application of Rule 14e-5\nunder the Exchange Act.\n\n          Section 5.2    Access; Confidentiality.\n                         ----------------------- \n\n          (a) Except for competitively sensitive information or government\n\"classified\" information or as limited by applicable law (including, without\nlimitation, antitrust laws) or the terms of any confidentiality agreement or\nprovision in \n\n                                       33\n\n \neffect on the date of this Agreement, the Company shall (and shall\ncause each of its Subsidiaries to) afford to the officers, employees,\naccountants, counsel and other authorized representatives of Alcoa reasonable\naccess during normal business hours upon reasonable notice, throughout the\nperiod prior to the earlier of the Effective Time or the Termination Date, to\nits properties, offices, facilities, employees, contracts, commitments, books\nand records (including but not limited to Tax Returns and supporting work\npapers) and any report, schedule or other document filed or received by it\npursuant to the requirements of federal or state securities laws and shall (and\nshall cause each of its Subsidiaries to) furnish to Alcoa such additional\nfinancial and operating data and Tax and other information as to its and its\nSubsidiaries' respective businesses and properties as Alcoa may from time to\ntime reasonably request.  Alcoa and the Purchaser will use their best efforts to\nminimize any disruption to the businesses of the Company and its Subsidiaries\nwhich may result from the requests for data and information hereunder.  No\ninvestigation pursuant to this Section 5.2(a) shall affect any representation or\nwarranty in this Agreement of any party hereto or any condition to the\nobligations of the parties hereto.\n\n          (b) Alcoa will hold any information provided under this Section 5.2\nthat is non-public in confidence to the extent required by, and in accordance\nwith, the provisions of the letter dated December 2, 1999, between Alcoa and the\nCompany (the \"Confidentiality Agreement\").\n\n          Section 5.3    Special Meeting; Proxy Statement.\n                         -------------------------------- \n\n          (a) Following the purchase of Shares pursuant to the Offer, if\nrequired by applicable law in order to consummate the Merger, the Company,\nacting through its Board of Directors, shall, in accordance with applicable law:\n\n               (i)  duly call, give notice of, convene and hold a special\n     meeting of its stockholders (the \"Special Meeting\") for the purposes of\n     considering and taking action upon the approval and adoption of this Agree\n     ment; and\n\n               (ii)  prepare and file with the SEC a preliminary proxy or\n     information statement relating to the Merger and this Agreement and obtain\n     and furnish the information required to be included by the SEC in the Proxy\n     Statement and, after consultation with Alcoa, respond promptly to any\n     comments made by the SEC with respect to the preliminary proxy or informa\n     tion statement and cause a definitive proxy or information statement,\n     including \n\n                                       34\n\n \n     any amendments or supplements thereto (the \"Proxy Statement\") to be mailed\n     to its stockholders at the earliest practicable date, provided that no\n     amendments or supplements to the Proxy Statement will be made by the\n     Company without consultation with Alcoa and its counsel.\n\n          (b) Alcoa shall vote, or cause to be voted, all of the Shares acquired\nin the Offer or otherwise then owned by it, the Purchaser or any of Alcoa's\nother Subsidiaries in favor of the approval and adoption of this Agreement.\n\n          (c) Notwithstanding the provisions of paragraphs (a) and (b) above, in\nthe event that Alcoa, the Purchaser and any other Subsidiaries of Alcoa shall\nacquire in the aggregate at least 90% of the outstanding shares of each class of\ncapital stock of the Company pursuant to the Offer or otherwise, the parties\nhereto shall, subject to Article VI hereof, take all necessary and appropriate\naction to cause the Merger to become effective as soon as practicable after such\nacquisition, without a meeting of stockholders of the Company, in accordance\nwith Section 253 of the DGCL.\n\n          Section 5.4    Reasonable Best Efforts; Further Assurances.\n                         ------------------------------------------- \n\n          (a) Subject to the terms and conditions of this Agreement and\napplicable law, each of the parties shall act in good faith and use reasonable\nbest efforts to take, or cause to be taken, all actions, and to do, or cause to\nbe done, all things necessary, proper or advisable to consummate and make\neffective the transactions contemplated by this Agreement as soon as\npracticable.  Without limiting the foregoing, the parties shall (and shall cause\ntheir respective Subsidiaries, and use reasonable best efforts to cause their\nrespective affiliates, directors, officers, employees, agents, attorneys,\naccountants and representatives, to) (i) consult and cooperate with and provide\nassistance to each other in the preparation and filing with the SEC of the Offer\nDocuments, the Schedule 14D-9, the preliminary Proxy Statement and the Proxy\nStatement and all necessary amendments or supplements thereto; (ii) obtain all\nconsents, approvals, waivers, licenses, permits, authorizations, registrations,\nqualifications or other permissions or actions by, and give all necessary\nnotices to, and make all filings with and applications and submissions to, any\nGovernmental Entity or other Person necessary in connection with the\nconsummation of the transactions contemplated by this Agreement as soon as\nreasonably practicable; (iii) provide all such information concerning such\nparty, its Subsidiaries and its officers, directors, employees, partners and\naffiliates as may be necessary or reasonably requested in connection with any of\nthe foregoing; (iv) avoid the entry of, or have vacated or terminated, any\ndecree, order, or judgment that would restrain, prevent, or delay the\nconsummation of the Offer or the \n\n                                       35\n\n \nMerger, including but not limited to defending through litigation on the merits\nany claim asserted in any court by any Person; (v) take any and all reasonable\nsteps necessary to avoid or eliminate every impediment under any antitrust,\ncompetition, or trade regulation law that is asserted by any Governmental Entity\nwith respect to the Offer or the Merger so as to enable the consummation of the\nOffer or the Merger to occur as expeditiously as possible; and (vi) divest such\nplants, assets or businesses of the Company or any of its Subsidiaries\n(including entering into customary ancillary agreements on commercially\nreasonable terms relating to any such divestiture of such assets or businesses)\nas may be required in order to avoid the filing of a lawsuit by any Governmental\nEntity seeking to enjoin the purchase of Shares pursuant to the Offer or the\nconsummation of the Merger, or the entry of, or to effect the dissolution of,\nany injunction, temporary restraining order, or other order in any suit or\nproceeding, which would otherwise have the effect of preventing or delaying the\npurchase of Shares pursuant to the Offer or the consummation of the Merger;\nprovided, however, that Alcoa shall not be required to take any actions in\nconnection with, or agree to, any hold separate order, sale, divestiture, or\ndisposition of plants, assets and businesses of (x) Alcoa or any of its\nSubsidiaries or (y) of the Company or any of its Subsidiaries that accounted in\nthe aggregate for more than $60 million in revenues in the Company's 1999 fiscal\nyear. At the request of Alcoa, the Company shall agree to divest, hold separate\nor otherwise take or commit to take any action that limits its freedom of action\nwith respect to, or its ability to retain, any of the businesses, product lines\nor assets of the Company or any of its Subsidiaries, provided that any such\naction shall be conditioned upon the consummation of the purchase of Shares in\nthe Offer. Prior to making any application to or filing with a Governmental\nEntity or other entity in connection with this Agreement (other than filing\nunder the HSR Act), each party shall provide the other party with drafts thereof\nand afford the other party a reasonable opportunity to comment on such drafts.\n\n          (b) The Company, Alcoa and the Purchaser shall keep the other\nreasonably apprised of the status of matters relating to completion of the\ntransactions contemplated hereby, including promptly furnishing the other with\ncopies of notices or other communications received by Alcoa, the Purchaser or\nthe Company, as the case may be, or any of their respective Subsidiaries, from\nany third party and\/or any Governmental Entity with respect to the transactions\ncontemplated by this Agreement.\n\n                                       36\n\n \n          Section 5.5    Employee Stock Options and Other Employee Benefits.\n                         -------------------------------------------------- \n\n          (a) The Company shall use its reasonable best efforts to cause each\noutstanding option to purchase shares of Company Common Stock (including any\nrelated alternative rights) granted under any stock option or compensation plan\nor arrangement of the Company or its Subsidiaries (collectively, the \"Company\nOption Plans\") (including those granted to current or former employees and\ndirectors of the Company or any of its Subsidiaries) (the \"Employee Stock\nOptions\") to become exercisable, and each share of restricted Company Common\nStock granted under the Company Option Plans, to vest in full and become fully\ntransferable and free of restrictions, either prior to the purchase of the\nShares pursuant to the Offer or immediately prior to the Effective Time, as\npermitted pursuant to the terms and conditions of the applicable Company Option\nPlan.  The Company shall offer to each holder of an Employee Stock Option that\nis outstanding immediately prior to the first purchase of Shares pursuant to the\nOffer (the \"Purchase Date\") (whether or not then presently exercisable or\nvested) to cancel such Employee Stock Option in exchange for an amount in cash\nequal to the product obtained by multiplying (x) the difference between the\nOffer Price and the per share exercise price of such Employee Stock Option, and\n(y) the number of shares of Company Common Stock covered by such Employee Stock\nOption.  All payments in respect of such Employee Stock Options shall be made as\npromptly as practicable after the Purchase Date, subject to the collection of\nall applicable withholding Taxes required by law to be collected by the Company.\nEach Employee Stock Option, the holder of which does not accept such offer, that\nremains outstanding immediately before the Effective Time shall be assumed by\nAlcoa and converted, effective as of the Effective Time, into an option with\nrespect to that number (the \"New Share Number\") of shares of common stock, par\nvalue $1.00 per share, of Alcoa (\"Alcoa Common Stock\") that equals the number of\nshares of Company Common Stock subject to such Employee Stock Option immediately\nbefore the Effective Time, times an amount equal to the Merger Consideration\ndivided by the Alcoa Share Value (as defined below), rounded to the nearest\nwhole number, with a per-share exercise price equal to the aggregate exercise\nprice of such option immediately before the Effective Time, divided by the New\nShare Number, rounded to the nearest whole cent; provided, that in the case of\nany such option that was granted as an \"incentive stock option\" within the\nmeaning of Section 422 of the Code and did not cease to qualify as such as a\nresult of any acceleration of vesting provided for above or otherwise, the\nnumber of shares shall be rounded down to the nearest whole number to determine\nthe New Share Number, and the new per-share exercise price shall be determined\nby rounding up to the nearest whole cent.  The Alcoa Share Value means the\naverage of the daily high and low trading prices of the Alcoa Common Stock on\nthe New York Stock Exchange on each \n\n                                       37\n\n \ntrading day during the period of 30 days ending the second trading day prior to\nthe Effective Time. Upon the Effective Time or as soon as reasonably practicable\nthereafter, Alcoa shall file with the SEC a Registration Statement or\nRegistration Statements on Form S-8 covering all shares of Alcoa Common Stock to\nbe issued pursuant to the options converted into options to purchase shares of\nAlcoa Common Stock pursuant to the terms of this Section 5.5(a) and shall cause\nsuch Registration Statement to remain effective so long as Alcoa continues to\nhave a registration statement on Form S-8 (or any successor form) outstanding\nfor other options to purchase Alcoa Common Stock. Prior to the Purchase Date,\nthe Company and Alcoa shall take all action as may be necessary to carry out the\nterms of this Section 5.5.\n\n          (b) For the period from the Purchase Date through and including\nDecember 31, 2001, Alcoa shall, or shall cause the Company or the Surviving\nCorporation to, maintain employee benefit plans, programs and arrangements which\nare, in the aggregate, for the employees who were employees of the Company or\nany Subsidiary of the Company immediately prior to the Purchase Date and\ncontinue to be employees of Alcoa, the Surviving Corporation or any other\nSubsidiary of Alcoa, no less favorable than those provided by the Company and\nits Subsidiaries as of the Purchase Date.  Each person who is an employee or\nformer employee of the Company or its Subsidiaries immediately prior to the\nPurchase  Date (a \"Company Employee\") shall, without duplication of benefits, be\ngiven credit for all service with the Company or any of its Subsidiaries (and\nservice credited by the Company or any of its Subsidiar ies) prior to the\nPurchase Date, using the same methodology utilized by the Company as of\nimmediately before the Purchase Date for crediting service and determining\nlevels of benefits, under (i) all employee benefit plans, programs and\narrangements maintained by or contributed to by Alcoa and its Subsidiaries\n(including, without limitation, the Company and the Surviving Corporation) in\nwhich such Company Employees become participants for purposes of eligibility to\nparticipate, vesting and determination of level of benefits (excluding, however,\nbenefit accrual under any defined benefit plans), and (ii) severance plans for\npurposes of calculating the amount of each Company Employee's severance\nbenefits.  Alcoa, the Company and the Surviving Company shall (x) waive all\nlimitations as to preexisting conditions exclusions and waiting periods with\nrespect to participation and coverage requirements applicable to the Company\nEmployees under any welfare benefit plans that such Company Employees may be\neligible to participate in after the Purchase Date, other than limitations or\nwaiting periods that are already in effect with respect to such employees and\nthat have not been satisfied as of the Purchase Date under any welfare benefit\nplan maintained for the Company Employees immediately prior to the Purchase\nDate, and (y) provide each Company Employee with credit for any co-payments and\ndeductibles paid prior to the \n\n                                       38\n\n \nPurchase Date in satisfying any applicable deductible or out-of-pocket\nrequirements under any welfare plans that such Company Employees are eligible to\nparticipate in after the Purchase Date.\n\n          (c) Without limiting the generality of the foregoing, for the period\nthrough and including December 31, 2001, Alcoa shall provide, and shall cause\nits Subsidiaries (including, without limitation, the Company and the Surviving\nCorporation) to provide Company Employees whose employment is terminated\nfollowing the Purchase Date with severance benefits on terms and conditions, and\nin amounts, that are not less favorable than those provided under the Company\nSeverance Pay Plan.\n\n          (d) Without limiting the generality of the foregoing, Alcoa shall\nhonor and provide, and\/or shall cause it Subsidiaries (including, without\nlimitation, the Company and the Surviving Corporation) to honor provide, the\nagreements and change-of-control payments and benefits set forth in Section\n5.5(d) of the Company Disclosure Schedule.\n\n          (e) The Company shall take the actions provided for in Item 4 of\nSection 5.1 of the Company Disclosure Schedule with respect to its qualified\npension plans.\n\n          Section 5.6    Takeover Statute.  If any \"fair price,\" \"moratorium,\"\n                         ----------------                                     \n\"control share acquisition\" or other form of anti-takeover statute or regulation\nshall become applicable to the transactions contemplated hereby, each of the\nCompany, Alcoa and the Purchaser and the members of their respective Boards of\nDirectors shall grant such approvals and take such actions as are reasonably\nnecessary so that the transactions contemplated hereby may be consummated as\npromptly as practicable on the terms contemplated hereby and otherwise act to\neliminate or minimize the effects of such statute or regulation on the\ntransactions contemplated hereby.\n\n          Section 5.7    No Solicitation by the Company.\n                         ------------------------------ \n\n          (a) Neither the Company nor any of its Subsidiaries nor any of the\nofficers and directors of any of them shall, and the Company shall direct and\nuse its reasonable best efforts to cause its and its Subsidiaries' employees,\nagents and representatives, including any investment banker, attorney or\naccountant retained by it or any of its Subsidiaries (the Company, its\nSubsidiaries and their respective officers, directors, employees, agents and\nrepresentatives being the \"Company Representatives\")\n\n                                       39\n\n \nnot to, directly or indirectly through another Person, (i) initiate, solicit,\nencourage or otherwise knowingly facilitate any inquiries (by way of furnishing\ninformation or otherwise) or the making of any inquiry, proposal or offer from\nany Person which constitutes an Acquisition Proposal (or would reasonably be\nexpected to lead to an Acquisition Proposal) or (ii) participate in any\ndiscussions or negotiations regarding an Acquisition Proposal; provided,\nhowever, that the Company's Board of Directors may, or may authorize the Company\nRepresentatives to, in response to an Acquisition Proposal that the Board of\nDirectors of the Company concludes in good faith is an Incipient Superior\nProposal, (x) furnish information with respect to the Company and its\nSubsidiaries to any Person making such Acquisition Proposal pursuant to a\ncustomary confidentiality agreement and (y) participate in discussions or\nnegotiations regarding such Acquisition Proposal, provided that, prior to taking\nany such action, the Company provides reasonable advance notice to Alcoa that it\nis taking such action. For purposes of this Agreement \"Acquisition Proposal\"\nmeans any direct or indirect inquiry, proposal or offer (or any improvement,\nrestatement, amendment, renewal or reiteration thereof) relating to the\nacquisition or purchase of a business or shares of any class of equity\nsecurities of the Company or any of its Subsidiaries, any tender offer or\nexchange offer that, if consummated, would result in any Person beneficially\nowning any class of equity securities of the Company or any of its Subsidiaries,\nor any merger, reorganiza tion, share exchange, consolidation, business\ncombination, recapitalization, liquidation, dissolution or similar transaction\n(a \"Business Combination Transaction\") involving the Company or any of its\nSubsidiaries, or any purchase or sale of a substantial portion of the\nconsolidated assets (including without limitation stock of Subsidiaries owned\ndirectly or indirectly by the Company) of the Company or any of its Subsidiaries\n(an \"Asset Transaction\"), other than the transactions contemplated by this\nAgreement or as permitted by Section 5.1 of this Agreement. For purposes of this\nAgreement, (A) \"Incipient Superior Proposal\" shall mean an unsolicited bona fide\nwritten Acquisition Proposal that the Board of Directors of the Company\nconcludes in good faith (after consultation with the Company's financial\nadvisor) would, if consummated, provide greater aggregate value to the Company's\nstockholders from a financial point of view than the transactions contemplated\nby this Agreement; provided that for purposes of this definition the term\n\"Acquisition Proposal\" shall have the meaning set forth above, except that (x)\nreferences to \"shares of any class of equity securities of the Company\" shall be\ndeemed to be references to \"100% of the outstanding Shares\" and (y) an\n\"Acquisition Proposal\" shall be deemed to refer only to a Business Combination\nTransaction involving the Company or, with respect to an Asset Transaction, such\ntransaction must involve the assets of the Company and its Subsidiaries, taken\nas a whole, and not any Subsidiary of the Company alone and (B) \"Superior\nProposal\" shall mean an Incipient Superior Proposal for which any required\nfinancing is committed or \n\n                                       40\n\n \nwhich, in the good faith judgment of the Board of Directors in the Company\n(after consultation with its financial advisor), is capable of being financed by\nthe Person making the Acquisition Proposal.\n\n               (b) Except as expressly permitted by this Section 5.7, neither \nthe Company's Board of Directors nor any committee thereof shall (i) withdraw,\nmodify or change, or propose publicly to withdraw, modify or change, in a manner\nadverse to Alcoa, the recommendation by such Board of Directors or such\ncommittee of the Offer, the Merger or this Agreement unless the Board of\nDirectors of the Company shall have determined in good faith, after consultation\nwith its financial advisor, that the Offer, the Merger or this Agreement is no\nlonger in the best interests of the Company's stockhold ers and that such\nwithdrawal, modification or change is, therefore, required in order to satisfy\nits fiduciary duties to the Company's stockholders under applicable law, (ii)\napprove or recommend, or propose publicly to approve or recommend, any\nAcquisition Proposal, or (iii) cause the Company to enter into any letter of\nintent, agreement in principle, acquisition agreement or other similar agreement\n(each, an \"Acquisition Agreement\") related to any Acquisition Proposal.\nNotwithstanding the foregoing, the Company may, in response to a Superior\nProposal, (x) take any of the actions described in clauses (i) or (ii) above or\n(y) subject to this paragraph (b), terminate this Agreement (and concurrently\nwith or after such termination, if it so chooses, cause the Company to enter\ninto any Acquisition Agreement with respect to any Acquisition Proposal) but\nonly after the third business day following Alcoa's receipt of written notice\nadvising Alcoa that the Company's Board of Directors is prepared to accept an\nAcquisition Proposal, and attaching the most current version of any such\nAcquisition Proposal or any draft of an Acquisition Agreement; provided, the\nCompany is not in breach of any of its obligations under this Section 5.7.\n\n          (c) In addition to the obligations of the Company set forth in\nparagraphs (a) and (b) of this Section 5.7, the Company shall promptly (but in\nany event within one business day) notify Alcoa orally and in writing of any\nAcquisition Proposal or any inquiry regarding the making of any Acquisition\nProposal, indicating, in connection with such notice, the name of such Person\nmaking such Acquisition Proposal or inquiry and the substance of any such\nAcquisition Proposal or inquiry.  The Company thereafter shall keep Alcoa\nreasonably informed of the status and terms (including amendments or proposed\namendments) of any such Acquisition Proposals or inquiries and the status of any\ndiscussions or negotiations relating thereto.\n\n          (d) Nothing contained in this Section 5.7 shall prohibit the Company\nor its Board of Directors from at any time taking and disclosing to its\n\n                                       41\n\n \nstockholders a position contemplated by Rule 14e-2 promulgated under the\nExchange Act or from making any disclosure to the Company's stockholders\nrequired by applicable law.\n\n          Section 5.8    Public Announcements.  Alcoa and the Company agree that\n                         --------------------                                   \nneither one of them will issue any press release or otherwise make any public\nstatement or respond to any press inquiry with respect to this Agreement or the\ntransactions contemplated hereby without the prior approval of the other party\n(which approval will not be unreasonably withheld or delayed), except as may be\nrequired by applicable law or the rules of any stock exchange on which such\nparty's securities are listed.\n\n          Section 5.9    Indemnification; Insurance. (a)  From and after the\n                         --------------------------                         \nPurchase Date, Alcoa will indemnify and hold harmless each present and former\ndirector and officer of the Company and its Subsidiaries (the \"Indemnified\nParties\"), against any costs or expenses (including attorneys' fees), judgments,\nfines, losses, claims, damages or liabilities incurred in connection with any\nclaim, action, suit, proceeding or investigation, whether civil, criminal,\nadministrative or investigative, by reason of the fact that such individual is\nor was a director, officer, employee or agent of the Company or any of its\nSubsidiaries, or is or was serving at the request of the Company or any of its\nSubsidiaries as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise, arising out of or\npertaining to matters existing or occurring at or prior to the Effective Time,\nwhether asserted or claimed prior to, at or after the purchase of Shares in the\nOffer, to the fullest extent permitted under applicable law, and Alcoa shall\nalso advance fees and expenses (including attorneys' fees) as incurred to the\nfullest extent permitted under applicable law.\n\n          (b) The Certificate of Incorporation of the Company shall, from and\nafter the Purchase Date, and the Certificate of Incorporation of the Surviving\nCorporation shall, from and after the Effective Time, contain provisions no less\nfavorable with respect to indemnification than are set forth as of the date of\nthis Agreement in Article Ninth of the Certificate of Incorporation of the\nCompany, which provisions shall not be amended, repealed or otherwise modified\nfor a period of six years from the Purchase Date in any manner that would\nadversely affect the rights thereunder of individuals who at the Purchase Date\nwere directors, officers or employees of the Company; provided that nothing\ncontained herein shall limit Alcoa's ability to merge the Company into Alcoa or\nany of its Subsidiaries or otherwise eliminate the Company's corporate\nexistence.\n\n                                       42\n\n \n          (c) For six years from the Effective Time, Alcoa shall maintain in\neffect the Company's and its Subsidiaries' current directors' and officers'\nliability insurance policy (the \"Policies\") covering those persons who are\ncurrently covered by the Policies; provided, however, that in no event shall\nAlcoa be required to expend in any one year an amount in excess of the annual\npremiums currently paid by the Company and its Subsidiaries for such insurance,\nand, provided, further, that if the annual premiums of such insurance coverage\nexceeds such amount, Alcoa shall be obligated to obtain policies with the\ngreatest coverage available for a cost not exceeding such amount; and provided,\nfurther, that Alcoa may meet its obligations under this paragraph by covering\nthe above persons under Alcoa's insurance policy on the terms described above\nthat expressly provide coverage for any acts which are covered by the existing\npolicies of the Company and its Subsidiaries.\n\n          (d) Nothing in this Agreement is intended to, shall be construed to,\nor shall release, waive or impair any rights to directors' and officers'\ninsurance claims under any policy that is or has been in existence with respect\nto the Company or any of its Subsidiaries or any of their respective officers,\ndirectors or employees, it being understood and agreed that the indemnification\nprovided for in this Section 5.9 is  not prior to or in substitution for any\nsuch claims under such policies.\n\n          Section 5.10   Disclosure Schedule Supplements.   From time to time\n                         -------------------------------                     \nafter the date of this Agreement and prior to the Effective Time, the Company\nwill promptly supplement or amend the Company Disclosure Schedule with respect\nto any matter hereafter arising which, if existing or occurring at or prior to\nthe date of this Agreement, would have been required to be set forth or\ndescribed in the Company Disclosure Schedule or which is necessary to correct\nany information in a schedule or in any representation and warranty of the\nCompany which has been rendered inaccurate thereby in any material respect;\nprovided, however, that the Company may not update Sections 5.1 and 5.5(d) of\nthe Company Disclosure Schedule.  For purposes of determining the accuracy of\nthe representations and warranties of the Company contained in this Agreement in\norder to determine the fulfillment of the conditions set forth in clause (f) of\nAnnex A, the Company Disclosure Schedule shall be deemed to include only that\ninformation contained therein on the date of this Agreement and shall be deemed\nto exclude any information contained in any subsequent supplement or amendment\nthereto.\n\n                                       43\n\n \n          Section 5.11   Howmet Acquisition.  Nothing in this Agreement shall\n                         ------------------                                  \nprevent Alcoa or any affiliate of Alcoa from offering to acquire or agreeing\nwith Howmet to acquire all of the shares of Howmet Common Stock not owned by the\nCompany or any of its Subsidiaries (a \"Howmet Transaction\") in accordance with\nthe terms of the Corporate Agreement, dated as of December 2, 1997, by and among\nthe Company, Cordant Technologies Holding Company and Howmet, as amended;\nprovided, however, Alcoa agrees that it will not acquire any shares of Howmet\nCommon Stock prior to the Purchaser's purchase of Shares pursuant to the Offer.\n\n\n                                  ARTICLE VI\n\n                            CONDITIONS TO THE MERGER\n\n          Section 6.1    Conditions to Each Party's Obligation to Effect the\n                         ---------------------------------------------------\nMerger.  The respective obligations of each party to effect the Merger shall be\n------                                                                         \nsubject to the fulfillment at or prior to the Effective Time of the following\nconditions:\n\n          (a) The Company Stockholder Approval shall have been obtained, if\nrequired by applicable law.\n\n          (b) No statute, rule, regulation, executive order, decree, ruling or\npermanent injunction shall have been enacted, entered, promulgated or enforced\nby any  Governmental Entity which prohibits the consummation of the Merger\nsubstantially on the terms contemplated hereby or has the effect of making the\nacquisition of Shares by Alcoa or the Purchaser or any affiliate of either of\nthem illegal.\n\n          (c) Alcoa or the Purchaser or any affiliate of either of them shall\nhave purchased Shares pursuant to the Offer, except that this condition shall\nnot be a condition to Alcoa's and the Purchaser's obligation to effect the\nMerger if Alcoa, the Purchaser or such affiliate shall have failed to purchase\nShares pursuant to the Offer in breach of their obligations under this\nAgreement.\n\n               (d) The applicable waiting period under the HSR Act shall have\nexpired or been terminated.\n\n                                       44\n\n \n                                  ARTICLE VII\n\n                                  TERMINATION\n\n          Section 7.1        Termination.  This Agreement may be terminated and\n                             -----------                                       \nthe other transactions contemplated herein abandoned at any time prior to the\nEffective Time, whether before or after obtaining the Company Stockholder\nApproval:\n\n          (a) by the mutual written consent of the Company (including, from and\nafter the Purchase Date, the Independent Director Approval contemplated by\nSection 1.3(c)), Alcoa and the Purchaser;\n\n          (b) by either Alcoa or the Company if (i) (1) the Offer shall have\nexpired without any Shares being purchased pursuant thereto, or (2) the Offer\nhas not been consummated on or before September 30, 2000 (the \"Drop Dead Date\");\nprovided, however, that the right to terminate this Agreement pursuant to this\nSection 7.1(b)(i) shall not be available to any party whose failure to fulfill\nany obligation under this Agreement or the Offer has been the cause of, or\nresulted in, the failure of the Shares to have been purchased pursuant to the\nOffer; (ii) a statute, rule, regulation or executive order shall have been\nenacted, entered or promulgated prohibiting the consummation of the Offer or the\nMerger substantially on the terms contemplated hereby; or (iii) an order,\ndecree, ruling or injunction shall have been entered perma nently restraining,\nenjoining or otherwise prohibiting the consummation of the Offer or the Merger\nsubstantially on the terms contemplated hereby and such order, decree, ruling or\ninjunction shall have become final and non-appealable; provided, that the party\nseeking to terminate this Agreement pursuant to this Section 7.1(b)(iii) shall\nhave used its reasonable best efforts to remove such order, decree, ruling or\ninjunction and shall not be in violation of Section 5.4;\n\n          (c) by Alcoa, if due to an occurrence or circumstance, other than as a\nresult of a breach by Alcoa or the Purchaser of its obligations hereunder or\nunder the Offer, resulting in a failure to satisfy any condition set forth in\nAnnex A hereto, the Purchaser shall have (i) failed to commence the Offer within\n30 days following the date of this Agreement, or (ii) terminated the Offer\nwithout having accepted any Shares for payment thereunder;\n\n          (d) by the Company, upon approval of its Board of Directors, if the\nPurchaser shall have terminated the Offer without having accepted any Shares for\npayment thereunder, other than as a result of a breach by the Company of its\nobligations \n\n                                       45\n\n \nhereunder, that would result in a failure to satisfy any of the\nconditions set forth in Annex A hereto;\n\n          (e) by the Company, in accordance with Section 5.7(b); provided, that\nsuch termination shall not be effective unless and until the Company shall have\npaid to Alcoa the fee described in Section 7.3 hereof and shall have complied\nwith the provisions of Sections 5.7(b) and (c).\n\n          Section 7.2    Effect of Termination.  In the event of termination of\n                         ---------------------                                 \nthis Agreement pursuant to Section 7.1, written notice thereof shall forthwith\nbe given to the other party or parties specifying the provision hereof pursuant\nto which such termination is made, and this Agreement shall terminate and be of\nno further force and effect (except for the provisions of Sections 5.2, 7.3 and\n8.2 in the case of termination of this Agreement at any time, and Section 5.5 in\nthe case of a termination following the purchase of Shares pursuant to the\nOffer), and there shall be no other liability on the part of Alcoa, the\nPurchaser or the Company or their respective officers or directors except\nliability arising out of a willful breach of this Agreement.  In the event of\ntermination of this Agreement pursuant to Section 7.1 prior to the expiration of\nthe Offer, Alcoa and the Purchaser will promptly terminate the Offer upon such\ntermination of this Agreement without the purchase of Shares thereunder.\n\n          Section 7.3    Termination Fee.  In the event that this Agreement\n                         ---------------                                   \nshall have been terminated pursuant to Section 7.1(c) as a result of the failure\nof the condition of the Offer set forth in paragraph (e) of Annex A hereto or\nSection 7.1(e), the Company shall immediately pay Alcoa a fee equal to $75\nmillion (the \"Termination Fee\"), payable by wire transfer of immediately\navailable funds, the receipt of which by Alcoa in the case of termination\npursuant to Section 7.1(e), shall be a condition to the effectiveness of such\ntermination.  The Company acknowledges that the agreements contained in this\nSection 7.3 are an integral part of the transactions contemplated by this\nAgreement, and that, without these agreements, Alcoa and the Purchaser would not\nenter into this Agreement; accordingly, if the Company fails to pay the amount\ndue pursuant to this Section 7.3, and, in order to obtain such payment, Alcoa\ncommences a suit which results in a judgment against the Company for the fee set\nforth in this Section 7.3, the Company shall pay to Alcoa its costs and expenses\n(including attorneys' fees and expenses) in connection with such suit, together\nwith interest on the amount of the fee at the prime rate of Citibank N.A. in\neffect on the date such payment was required to be made.\n\n                                       46\n\n \n                                  ARTICLE VII\n\n                                 MISCELLANEOUS\n\n          Section 8.1    No Survival of Representations and Warranties.  None of\n                         ---------------------------------------------          \nthe representations and  warranties in this Agreement or in any instrument\ndelivered pursuant to this Agreement shall survive the Effective Time.\n\n          Section 8.2    Expenses.  Except as otherwise expressly contemplated\n                         --------                                             \nby this Agreement, all costs and expenses incurred in connection with this\nAgreement and the transactions contemplated hereby shall be paid by the party\nincurring such costs and expenses.\n\n          Section 8.3    Counterparts; Effectiveness.  This Agreement may be\n                         ---------------------------                        \nexecuted in two or more separate counterparts, each of which shall be deemed to\nbe an original but all of which shall constitute one and the same agreement.\nThis Agreement shall become effective when each party hereto shall have received\ncounterparts hereof signed by each of the other parties hereto.\n\n          Section 8.4    Governing Law.  This Agreement shall be governed by and\n                         -------------                                          \nconstrued in accordance with the laws of the State of Delaware, without regard\nto the principles of conflicts of laws thereof.\n\n          Section 8.5    Notices.  All notices and other communications\n                         -------                                       \nhereunder shall be in writing (including telecopy or similar writing) and shall\nbe effective (a) if given by telecopy, when such telecopy is transmitted to the\ntelecopy number specified in this Section 8.5 and the appropriate telecopy\nconfirmation is received or (b) if given by any other means, when delivered at\nthe address specified in this Section 8.5:\n\n          To Alcoa or the Purchaser:\n\n               Alcoa Inc.\n               201 Isabella Street\n               Pittsburgh, Pennsylvania 15212-5858\n               Attention:  Lawrence R. Purtell, Esq.\n               Telecopy: (412) 553-3200\n\n                                       47\n\n \n          copy to:\n\n               Skadden, Arps, Slate, Meagher &amp; Flom LLP\n               Four Times Square\n               New York, New York 10036-6522\n               Attention:  J. Michael Schell, Esq.\n                          Margaret L. Wolff, Esq.\n               Telecopy:  (212) 735-2000\n\n          To the Company:\n\n               Cordant Technologies Inc.\n               15 West S. Temple\n               Suite 1600\n               Salt Lake City, Utah 84101-1532\n               Attention:  Corporate Secretary\n               Telecopy: (801) 933-4203\n\n          copy to:\n\n               Wachtell, Lipton, Rosen &amp; Katz\n               51 West 52\/nd\/ Street\n               New York, New York 10019-6150\n               Attention:  Eric S. Robinson, Esq.\n               Telecopy:  (212) 403-2000\n\n          Section 8.6    Assignment; Binding Effect.  Neither this Agreement nor\n                         --------------------------                             \nany of the rights, interests or obligations hereunder shall be assigned by any\nof the parties hereto (whether by operation of law or otherwise) without the\nprior written consent of the other parties, except that the Purchaser may\nassign, in its sole discretion, all or any of its rights and interests hereunder\nto Alcoa or to any direct or indirect wholly owned Subsidiary of Alcoa, provided\nthat no such assignment shall relieve the Purchaser of its obligations hereunder\nif such assignee does not perform such obligations.  Subject to the preceding\nsentence, this Agreement shall be binding upon and shall inure to the benefit of\nthe parties hereto and their respective successors and permitted assigns.  Any\nassignment not permitted under this Section 8.6 shall be null and void.\n\n                                       48\n\n \n          Section 8.7    Severability.  Any term or provision of this Agreement\n                         ------------                                          \nwhich is invalid or unenforceable in any jurisdiction shall, as to that\njurisdiction, be ineffective to the extent of such invalidity or\nunenforceability without rendering invalid or unenforceable the remaining terms\nand provisions of this Agreement in any other jurisdiction.  If any provision of\nthis Agreement is so broad as to be unenforceable, such provision shall be\ninterpreted to be only so broad as is enforceable.\n\n          Section 8.8    Enforcement of Agreement.  The parties hereto agree\n                         ------------------------                           \nthat money damages or other remedy at law would not be sufficient or adequate\nremedy for any breach or violation of, or a default under, this Agreement by\nthem and that in addition to all other remedies available to them, each of them\nshall be entitled to the fullest extent permitted by law to an injunction\nrestraining such breach, violation or default or threatened breach, violation or\ndefault and to any other equitable relief, including, without limitation,\nspecific performance, without bond or other security being required.\n\n          Section 8.9    Entire Agreement; No Third-Party Beneficiaries.  This\n                         ----------------------------------------------       \nAgreement together with the Disclosure Schedule and exhibits hereto and the\nConfidentiality Agreement constitute the entire agreement, and supersede all\nother prior agreements and understandings, both written and oral, among the\nparties, or any of them, with respect to the subject matter hereof and thereof\nand except for the provisions of Section 5.5(d) (with respect to the individuals\nidentified by name on Section 5.5(d) of the Company Disclosure Schedule) and\nSection 5.9 hereof, is not intended to and shall not confer upon any Person\nother than the parties hereto any rights or remedies hereunder.\n\n          Section 8.10   Headings.  Headings of the Articles and Sections of\n                         --------                                           \nthis Agreement are for convenience of the parties only, and shall be given no\nsubstantive or interpretive effect whatsoever.\n\n          Section 8.11   Definitions.  References in this Agreement to (a)\n                         -----------                                      \n\"Subsidiaries\" of the Company or Alcoa shall mean any corporation or other form\nof legal entity of which more than 50% of the outstanding voting securities are\non the date hereof directly or indirectly owned by the Company or Alcoa or in\nwhich the Company or Alcoa has the right to elect a majority of the members of\nthe board of directors or other similar governing body; (b) \"Significant\nSubsidiaries\" shall mean Subsidiaries which constitute \"significant\nsubsidiaries\" under Rule 405 promulgated by the SEC under the Securities Act;\n(c) \"affiliates\" shall mean, as to any Person, any other Person which, directly\nor indirectly, controls, or is controlled by, or is under common control \n\n                                       49\n\n \nwith, such Person; (d) \"Person\" shall mean an individual, a corporation, a\npartnership, an association, a trust or any other entity or organization,\nincluding, without limitation, a Governmental Entity. As used in the definition\nof \"affiliates,\" \"control\" (including, with its correlative meanings,\n\"controlled by\" and \"under common control with\") shall mean the possession,\ndirectly or indirectly, of the power to direct or cause the direction of\nmanagement or policies of a Person, whether through the ownership of securities\nor partnership or other ownership interests, by contract or otherwise.\n\"Including,\" as used herein, shall mean \"including, without limitation.\"\n\n          Section 8.12   Finders or Brokers.  Except for Morgan Stanley &amp; Co.\n                         ------------------                                  \nIncorporated, a copy of whose engagement agreement has been provided to Alcoa,\nwith respect to the Company, and Salomon Smith Barney, Inc. with respect to\nAlcoa, neither the Company nor Alcoa nor any of their respective Subsidiaries\nhas employed any investment banker, broker, finder or intermediary in connection\nwith the transactions contemplated hereby who would be entitled to any fee or\nany commission in connection with or upon consummation of the Offer or the\nMerger.\n\n          Section 8.13   Amendment or Supplement.  At any time prior to the\n                         -----------------------                           \nEffective Time, this Agreement may be amended or supplemented in any and all\nrespects, whether before or after the Company Stockholder Approval, by written\nagreement of the parties hereto, by action taken by their respective Boards of\nDirectors (which in the case of the Company shall include the Independent\nDirector Approval contemplated in Section 1.3(c)), with respect to any of the\nterms contained in this Agreement; provided, however that following the Company\nStockholder Approval there shall be no amendment or change to the provisions\nhereof which would reduce the amount or change the type of consideration into\nwhich each Share shall be converted upon consummation of the Merger or other\nchange requiring stockholder approval without further approval by the\nstockholders of the Company.\n\n          Section 8.14   Extension of Time, Waiver, Etc.  At any time prior to\n                         -------------------------------                      \nthe Effective Time, any party may (a) extend the time for the performance of any\nof the obligations or acts of any other party hereto; (b) waive any inaccuracies\nin the representations and warranties of any other party hereto contained herein\nor in any document delivered pursuant hereto; or (c) subject to the proviso of\nSection 8.13 waive compliance with any of the agreements or conditions of any\nother party hereto contained herein; provided, however, in the case of the\nCompany following the acceptance of Shares for payment in the Offer, the\nIndependent Director Approval contemplated in Section 1.3(c) is obtained.\nNotwithstanding the foregoing no failure or delay by the Company, Alcoa or the\nPurchaser  in exercising any right hereunder shall operate as a \n\n                                       50\n\n \nwaiver thereof nor shall any single or partial exercise thereof preclude any\nother or further exercise thereof or the exercise of any other right hereunder.\nAny agreement on the part of a party hereto to any such extension or waiver\nshall be valid only if set forth in an instrument in writing signed on behalf of\nsuch party.\n\n                                       51\n\n \n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed and delivered as of the date first above written.\n\n\n                              ALCOA INC.\n\n\n                              By:   \/s\/ Richard B. Kelson\n                                    ---------------------\n                                    Name:  Richard B. Kelson\n                                    Title: Chief Financial Officer\n\n\n                              OMEGA ACQUISITION CORP.\n\n\n                              By:   \/s\/ Barbara Jeremiah\n                                    --------------------\n                                    Name:  Barbara Jeremiah\n                                    Title: Vice President\n \n\n\n                              CORDANT TECHNOLOGIES INC.\n\n\n                              By:   \/s\/ James R. Wilson\n                                    -------------------\n                                    Name:  James R. Wilson\n                                    Title: Chief Executive Officer\n\n \n                                                                         ANNEX A\n                                                                         -------\n\n                            Conditions to the Offer\n                            -----------------------\n\n          The capitalized terms used in this Annex A have the meanings set forth\nin the attached Agreement, except that the term \"the Agreement\" shall be deemed\nto refer to the attached Agreement.\n\n          Notwithstanding any other provision of the Offer, the Purchaser shall\nnot be required to accept for payment or, subject to any applicable rules and\nregulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange\nAct (relating to the Purchaser's obligation to pay for or return tendered Shares\npromptly after termination or withdrawal of the Offer), pay for, and may\npostpone the acceptance for payment of and payment for Shares tendered, and,\nexcept as set forth in the Agreement, terminate the Offer as to any Shares not\nthen paid for if (i) the Minimum Condition shall not have been satisfied at the\nscheduled expiration date of the Offer, (ii)  any applicable waiting period\nunder the HSR Act shall not have expired or been terminated, the notification of\nand approval by the European Commission under the EU Council Regulation 4064\/89,\nas amended, shall not have been received or the applicable waiting period under\nthe Canadian Competition Act shall not have expired, in each case to the extent\napplicable to the purchase of Shares in the Offer (the \"Regulatory Condition\"),\nprior to the expiration of the Offer, or (iii) immediately prior to the\nexpiration of the Offer, any of the following conditions shall exist:\n\n          (a) there shall have been entered, enforced or issued by any\nGovernmental Entity, any judgment, order, injunction or decree (i) which makes\nillegal, restrains or prohibits or makes materially more costly the making of\nthe Offer, the acceptance for payment of, or payment for, any Shares by Alcoa,\nthe Purchaser or any other affiliate of Alcoa, or the consummation of the Merger\ntransaction; (ii) which prohibits or limits materially the ownership or\noperation by the Company, Alcoa or any of their Subsidiaries of all or any\nmaterial portion of the business or assets of the Company, Alcoa or any of their\nSubsidiaries, or compels the Company, Alcoa or any of their Subsidiaries to\ndispose of or hold separate all or any portion of the business or assets of the\nCompany, Alcoa or any of their Subsidiaries; (iii) which imposes or confirms\nlimitations on the ability of Alcoa, the Purchaser or any other affiliate of\nAlcoa to exercise full rights of ownership of any Shares, including, without\nlimitation, the right to vote any Shares acquired by the Purchaser pursuant to\nthe Offer or otherwise on all matters properly presented to the Company's\nstockholders, including, without limitation, the approval and adoption of this\nAgreement and the transactions contemplated by this \n\n                                       i\n\n \nAgreement; (iv) which requires divestiture by Alcoa, the Purchaser or any other\naffiliate of Alcoa of any Shares; or (v) which otherwise would have a Material\nAdverse Effect on the Company to the extent that it relates to or arises out of\nthe transaction contem plated by this Agreement or Alcoa, except in the case of\nclauses (i) through (v), where such events are consistent with or result from\nAlcoa's, the Purchaser's and the Company's obligations under Section 5.4 of the\nAgreement;\n\n          (b) there shall have been any statute, rule, regulation, legislation\nor interpretation enacted, enforced, promulgated, amended or, issued by any\nGovernmental Entity or deemed by any Governmental Entity applicable to (i)\nAlcoa, the Company or any Subsidiary or affiliate of Alcoa or the Company or\n(ii) any transaction contemplated by this Agreement, other than the HSR Act, the\nEU Council Regulation 4064\/89, as amended, and the Canadian Competition Act,\nwhich is reasonably likely to result, directly or indirectly, in any of the\nconsequences referred to in clauses (i) through (v) of paragraph (a) above,\nexcept where such events are consistent with or result from Alcoa's, the\nPurchaser's and the Company's obligations under Section 5.4 of the Agreement;\n\n          (c) there shall have occurred any changes, conditions, events or\ndevelopments that would have, or be reasonably likely to have, individually or\nin the aggregate, a Material Adverse Effect on the Company;\n\n          (d) there shall have occurred (i) any general suspension of, or\nlimitation on prices for, trading in securities on the New York Stock Exchange\nother than a shortening of trading hours or any coordinated trading halt\ntriggered solely as a result of a specified increase or decrease in a market\nindex, (ii) a declaration of a banking moratorium or any suspension of payments\nin respect of banks in the United States, (iii) any limitation (whether or not\nmandatory) on the extension of credit by banks or other lending institutions in\nthe United States, (iv) the commencement of a war, material armed hostilities or\nany other material international or national calamity involving the United\nStates or (v) in the case of any of the foregoing existing at the time of the\ncommencement of the Offer, a material acceleration or worsening thereof;\n\n          (e) (i) it shall have been publicly disclosed or the Purchaser shall\nhave otherwise learned that any Person, other than Alcoa or any of its\naffiliates, shall have acquired or entered into a definitive agreement or\nagreement in principle to acquire beneficial ownership (determined for the\npurposes of this paragraph as set forth in Rule 13d-3 promulgated under the\nExchange Act) of the then outstanding Shares, or shall have been granted any\noption, right or warrant, conditional or otherwise, to acquire \n\n                                      ii\n\n \nbeneficial ownership of 50% or more of the then outstanding Shares, or (ii) the\nBoard of Directors of the Company or any committee thereof shall have (A)\nwithdrawn, modified or changed, in a manner adverse to Alcoa or the Purchaser,\nthe recommenda tion by such Board of Directors or such committee of the Offer,\nthe Merger or this Agreement, (B) approved or recommended, or proposed publicly\nto approve or recommend, an Acquisition Proposal, (C) caused the Company to\nenter into any Acquisition Agreement relating to any Acquisition Proposal, or\n(D) resolved to do any of the foregoing;\n\n          (f) the representations or warranties of the Company set forth in the\nAgreement that are qualified by materiality or Material Adverse Effect shall not\nbe true and correct, or the representations and warranties of the Company set\nforth in the Agreement that are not so qualified shall not be true and correct\nin all material respects, in each case, as if such representations or warranties\nwere made as of such time on or after the date of the Agreement (except to the\nextent such representations and warranties speak as of a specific date or as of\nthe date hereof, in which case such representations and warranties shall not be\nso true and correct or true and correct in all material respects, as the case\nmay be, as of such specific date or as of the date hereof, respectively);\n\n          (g) the Company shall have failed to perform in any material respect\nany material obligation or to comply in any material respect with any material\nagreement or covenant of the Company to be performed or complied with by it\nunder the Agreement;\n\n          (h) the Agreement shall have been terminated in accordance with\nits terms; or\n\n          (i) the Purchaser and the Company shall have agreed that the Purchaser\nshall terminate the Offer or postpone the acceptance for payment of or payment\nfor Shares thereunder;\n\nwhich, in the reasonable good faith judgment of the Purchaser in any such case,\nand regardless of the circumstances (including any action or inaction by Alcoa\nor any of its affiliates) giving rise to any such condition, makes it\ninadvisable to proceed with such acceptance for payment or payment.\n\n          The foregoing conditions are for the benefit of the Purchaser and\nAlcoa and may be asserted by the Purchaser or Alcoa regardless of the\ncircumstances giving rise to any such condition or may be waived by the\nPurchaser or Alcoa in whole or in \n\n                                      iii\n\n \npart at any time and from time to time in their reasonable discretion. The\nfailure by Alcoa or the Purchaser at any time to exercise any of the foregoing\nrights shall not be deemed a waiver of any such right; the waiver of any such\nright with respect to particular facts and other circumstances shall not be\ndeemed a waiver with respect to any other facts and circumstances; and each such\nright shall be deemed an ongoing right that may be asserted at any time and from\ntime to time.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6617,7208],"corporate_contracts_industries":[9453,9476],"corporate_contracts_types":[9622,9626],"class_list":["post-43001","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alcoa-inc","corporate_contracts_companies-cordant-technologies-inc","corporate_contracts_industries-manufacturing__fabrication","corporate_contracts_industries-aerospace__space","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43001","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43001"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43001"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43001"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43001"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}