1

                            ADMINISTRATIVE AGREEMENT
            This  Administrative  Agreement  ("Agreement"), dated the 6th day of
                                                                      ---
August  1999,  is made  between  Howmet  Corporation,  a  Delaware  corporation
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("Howmet"),  and the United States Department of the Air Force ("Air Force"). As
used herein,  Howmet means Howmet  Corporation  and all its  operating  sectors,
groups,  divisions,  units  and  wholly-owned  subsidiaries  in  North  America,
including those acquired or established  during the term of this  Agreement.  As
used  herein,   Air  Force  means  the  Deputy   General   Counsel   (Contractor
Responsibility).
                                    PREAMBLE
      1.  Howmet  is a  corporation  engaged  in  the  manufacture  of  aircraft
components  for military  and  civilian  uses,  and has its  principal  place of
business at Greenwich, Connecticut.
      2. On March  1,  1999,  the Air  Force  delivered  a  Notice  of  Proposed
 Debarment to Howmet's  subsidiary  Howmet Cercast  (Canada),  Inc.  ("Cercast -
 Canada"),  thereby in effect  suspending  it from  government  contracting  and
 Government-approved  subcontracting  pursuant to the  procedures  contained  in
 Federal Acquisition  Regulation (FAR) Subpart 9.4 and Department of Defense FAR
 Supplement  (DFARS)  Subpart 209.4.  The  activities  giving rise to the Notice
 occurred  at  Cercast  -  Canada's   Montreal,   Quebec  facility  ("Cercast  -
 Montreal").  Howmet voluntarily disclosed to the Air Force similar conduct, but
 more limited in scope,  at the  Bethlehem,  Pennsylvania  facility  ("Cercast -
 Bethlehem")  owned and operated by Cercast - Canada's  sister  company,  Howmet
 Cercast (U.S.A.), Inc. ("Cercast - U.S.A.").
      3. On May 13,  1999 the Air Force  advised  Cercast - Canada  that the Air
 Force was  terminating  the  foregoing  Notice of  Proposed  Debarment,  and by
 letters  dated May 17,  1999 the


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 Air Force issued new Notices of Proposed Debarment applicable specifically to
 Cercast - Montreal and Cercast - Bethlehem.
      4.  Howmet has  expressed  an  interest  in  demonstrating  that it can be
 trusted to deal fairly and honestly with the Government and that  suspending or
 debarring  Cercast  - U.S.A.  and  Cercast  -  Canada  from  future  Government
 contracting is not a necessary protection in this case. Howmet has acknowledged
 improper conduct of employees at Cercast - Montreal and Cercast - Bethlehem and
 has taken responsibility for the circumstances of wrongdoing. Howmet has agreed
 to keep in place its Business Ethics Program  voluntarily  adopted prior to the
 date of this Agreement, and to take other actions as specified herein to assure
 that it possesses the high degree of business honesty and integrity required of
 a Government contractor.
      5. Howmet represents that, to the best of Howmet's knowledge,  none of the
individuals  who were  involved  in the  kickback  activity,  one of the  issues
involved  in  Howmet's  disclosure,  is now  employed by Cercast - Canada or any
other Howmet affiliate.
      6. The Air Force and Howmet  agree that FAR  Subpart  9.406 may  provide a
basis upon which to debar Howmet.  The Air Force has determined,  however,  that
based upon  information  currently known to the Air Force,  Howmet's  corrective
actions,  described  in the  terms and  conditions  of this  Agreement,  provide
adequate  assurance that Howmet's future  dealings with the Government,  if any,
will be conducted  responsibly and that suspension or debarment is not necessary
at this time to protect the  Government's  interests.  The  parties,  therefore,
agree to the terms and conditions set out below.
                                    ARTICLES
            1.  PERIOD.  The period of this  Administrative  Agreement  shall be
three years from the date of execution of this  Agreement by the Air Force,  or,
if the Air Force  determines  at


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any time during the three years that Howmet has ceased to be in full  compliance
with the letter and spirit of this  Agreement,for a period of three years
following  reestablishment  of full  compliance  as determined by the Air Force.
            2.  EMPLOYEES.  The word  "employee(s)"  in this Agreement  includes
company officers,  permanent,  temporary, and contract employees,  full-time and
part-time employees, consultants, and members of the Board of Directors.
            3.  SELF-GOVERNANCE  PROGRAMS.  Howmet has implemented and agrees to
maintain  a  self-governance  program  that  includes  compliance  programs  for
affected  employees and a Business  Ethics  Program that covers all employees of
Howmet,  including  Cercast - U.S.A.  and Cercast - Canada.  The Business Ethics
Program  shall  be  maintained  so as to  ensure  that  Howmet  and  each of its
employees  maintain the business honesty and integrity  required of a Government
contractor  and that Howmet  operates in strict  compliance  with all applicable
laws,  regulations,  and the terms of any contract.  Howmet  represents that its
Business Ethics Program includes the following components:
            a. CENTRAL,  HIGH-LEVEL  PROGRAM  MANAGEMENT.  Howmet has designated
Howmet's Director of Internal Audit to be the Program Ethics Officer. The Ethics
Officer is responsible  for managing all aspects of the Howmet  Business  Ethics
Program.
            b. CODE OF BUSINESS  ETHICS.  A written Code of Ethics and Standards
of Business Conduct  (hereinafter  "the Code") was adopted on May 7, 1999 by the
Board of Directors of Howmet International Inc., Howmet's parent company. A copy
of the Code is Exhibit A to this Agreement. The Code has been circulated to each
employee of Howmet.  After reading the Code each current  employee has signed or
will have signed within twelve months of the effective  date of this Agreement a
register or  acknowledgement  stating that he or she has read


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and   understood   the  Code.   Howmet  shall   maintain   such  a  register  or
acknowledgements containing the signatures of its employees, and such a register
or acknowledgements will be open to inspection by the Government.  At least once
in each twelve-month  period beginning on the first anniversary of the effective
date of this  Agreement,  then-current  employees  shall repeat the procedure of
reading the Code and signing the register or acknowledgements.  Within two weeks
of starting  employment with Howmet,  new employees shall read the Code and sign
the register or acknowledgements. Within that two week period the new employee's
immediate  supervisor or other management  person also shall discuss the content
and requirements of the Code with the new employee.
            c.  INFORMATION  AND EDUCATION  PROGRAM.  Howmet has  instituted and
shall  maintain  an  information  and  education  program,   including  employee
training,  designed  to  assure  that  all  Howmet  employees  are  aware of all
applicable laws,  regulations,  and standards of business conduct that employees
are  expected  to follow,  and the  consequences  to both the  employee  and the
company that will ensue from any violation of such measures.  Employee  training
consists of live ethics and compliance training for all employees in a classroom
setting  each  twelve-month  period  commencing  on the  effective  date of this
Agreement  (with credit given for any training  given within six months prior to
such effective  date),  with each session,  or combination of sessions,  lasting
approximately one hour in each such  twelve-month  period. A subject outline and
schedule  for  the  training  program  is  included  here  as  Exhibit  B and is
incorporated by reference into this Agreement.
            d.  LANGUAGES.  All written  materials  and training  related to the
Business  Ethics  Program  will be provided  in English,  and (for the Cercast -
Montreal facility) French.
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            e.  REPORTING  AND  INFORMATION  RESOURCES.  Howmet has  installed a
toll-free, dedicated telephone number for confidential calls reporting suspected
misconduct  or for asking  questions  related  to  business  ethics or  business
conduct at Howmet. In addition, Howmet has posted in prominent places accessible
to  each of its  employees  a  notice  giving  the  toll-free  number,  inviting
confidential  calls,  and stating the  company's  commitment  to comply with all
applicable  laws and  regulations in the conduct of its business.  A copy of the
notice is  attached  to this  Agreement  as Exhibit C. Howmet also has posted in
common work areas a "Hotline"  poster  prepared by the Inspector  General of the
Department of Defense providing phone numbers to report fraud, waste, and abuse,
and/or security violations.
            f.  GIFTS PROHIBITED.  Howmet has instituted a prohibition on
giving any gift, gratuity, meal, refreshment, or entertainment to any
Government employee.
            4. PREFERRED  SUPPLIER  PROGRAM.  Howmet shall institute a Preferred
Supplier  Program within 180 days of the effective date of this  Agreement.  The
Preferred Supplier Program shall be designed to rate prospective  subcontractors
and suppliers for quality and performance, and to assign an enhanced priority to
such entities for having instituted compliance and values based ethics programs.
            5. PERFORMANCE  STANDARDS.  Promotion of and adherence to the Howmet
Business Ethics Program is an element of each manager's and supervisor's written
performance  standards.  Each manager and  supervisor  is appraised  annually in
writing on his or her  knowledge  of,  adherence  to and  promotion  of Howmet's
Business Ethics  Programs.  Howmet will submit,  as a part of each report to the
Air Force pursuant to Article 8, a statement by the President of Howmet,  or its
Senior Vice  President - North  American  Operations,  that he has
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verified  that each  manager and  supervisor  has been  appraised  on his or her
adherence to and promotion of Howmet's Business Ethics Program.
            6. GENERAL  MANAGER'S  CERTIFICATE.  Howmet has implemented and will
maintain an annual  certification  requirement.  The General  Manager of each of
Howmet's  facilities  shall  attest that he or she has  personally  advised each
employee of the  following  information,  or has arranged for and verified  that
each employee has been advised of the following information: (a) the content and
application of the company's  Business Ethics Program;  (b) strict  adherence to
the law,  the Code,  and the  principles  of the  Business  Ethics  Program is a
condition of employment; and (c) Howmet will take disciplinary action, including
discharge,  for any violation of law, the Code,  the  principles of the Business
Ethics Program,  or basic tenets of business honesty and integrity.  Such advice
and  information  may be  provided  at employee  group  meetings.  A copy of the
certificate used to fulfill this requirement is attached as Exhibit D. Cercast -
U.S.A.  and  Cercast - Canada will  submit,  as a part of each report to the Air
Force  pursuant to Article 8, a statement  by the  President of Cercast - U.S.A.
and  Cercast - Canada that he has  verified  that the  certifications  are being
maintained  and that the  General  Manager of each of the  Cercast - U.S.A.  and
Cercast - Canada  facilities  has provided a  certification  as required by this
provision.  The  certificates  shall be  maintained  and  available  for the Air
Force's review and inspection during the life of this Agreement.
            7. BOARD OF DIRECTORS  RESPONSIBILITIES.  The Audit Committee of the
Board of  Directors  of Howmet  International,  Inc.  shall be  responsible  for
Howmet's Business Ethics Program, for maintaining and updating the Code, and for
auditing  Howmet's  compliance  with this  Agreement.  The  Howmet  Director  of
Internal Audit and appropriate  members of management  shall report to the Audit
Committee  in person and in writing  once in 1999 and not


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less than three times each year thereafter  concerning  Howmet's Business Ethics
Program and compliance with this Agreement.  Howmet shall take whatever  actions
are  appropriate  and  necessary  to ensure that it conducts its  activities  in
compliance with the  requirements of the law and sound business  ethics.  Howmet
shall provide to the Air Force copies of the written  reports and minutes of the
Audit Committee meetings  reflecting the reports made to the Audit Committee and
the  decisions or directions  to  management  concerning  any matters in any way
related to Howmet's Business Ethics Programs or this Agreement. The names of the
members  of the Audit  Committee  are  listed at Exhibit E. If any member of the
Audit Committee  leaves the Audit  Committee,  Howmet shall notify the Air Force
within one week of the change and shall  provide  the name of each new member to
the Air Force upon election or appointment.
            8.  REPORTS.  Pursuant to the  schedule  set forth as Exhibit F, the
President of Cercast - U.S.A.  and Cercast - Canada shall submit written reports
to the Air Force describing the measures taken by Cercast - U.S.A. and Cercast -
Canada since the prior report to implement the Howmet Business Ethics Program at
these  facilities  and to  ensure  their  compliance  with this  Agreement.  The
schedule  at  Exhibit F sets forth the  reporting  dates for  submission  of the
reports.  The  reporting  dates are  deadlines for receipt of the reports at Air
Force Headquarters. Howmet's failure to meet these requirements on or before the
dates agreed to shall  constitute a breach of this Agreement.  The reports shall
include the following as they relate to Cercast - U.S.A. and Cercast - Canada:
            a.  Standards  of   conduct/ethics/compliance   training  conducted,
subject matter covered, and the number and type of employees who attended.
            b.  Initiatives   relating  to  the  Business  Ethics  Program.
            c.  Information  required  by  Articles  5, 6,  10,  13 and 14.
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            d.  The initiation and status of any ongoing investigation of,
or legal proceedings involving,  Cercast - U.S.A. or Cercast - Canada, including
times,  places,  and  subject  matter of search  warrants,  subpoenas,  criminal
charges, criminal or civil agreements, etc.
            e. A statement by the  President  of Cercast - U.S.A.  and Cercast -
Canada that he has verified that the register or acknowledgements  referenced in
Article 3.b. are being  maintained,  and that to the best of his knowledge  each
employee  has  signed the  register  or  acknowledgements  as  required  by this
provision.
            f. A report  identifying all calls made to the company  confidential
toll-free line  (regardless of subject  matter)  relating to Cercast - U.S.A. or
Cercast - Canada, and any instances of suspected  misconduct involving Cercast -
U.S.A.  or Cercast - Canada  brought to the attention of management  through any
other  channel  during the period  since the last  report.  Such  reports  shall
summarize  the facts of each  matter,  stating the date and source  (generically
identified only as employee, consultant,  outsider, etc.), medium of the report,
the date and nature of the  reported  conduct,  type and results of any internal
investigation, corrective and/or disciplinary action and date of feedback to the
source of the information. Matters pending resolution at the time of a reporting
period shall be reported in each report until final  resolution of the matter is
reported. If the company has received no reports, Howmet shall report that fact.
For purposes of this Article 8.f.,  Howmet may  summarize the matters  reported.
The complete Howmet files on each case, however,  shall be made available to the
Air Force upon request  (consistent with preserving the  confidentiality  of the
caller if so requested by him or her).
            g. A statement of any problems or weaknesses  identified through the
Ethics and Business  Conduct process,  corrective  action proposed or initiated,
and the status of any corrective action.

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            9.  MANAGEMENT.  The  President  of Cercast - U.S.A.  and  Cercast -
Canada on the date of  execution of this  Agreement by Howmet is Terrence  Rose.
Howmet agrees to notify the Air Force within one week if this officer leaves his
current  position and to provide the name of the successor to the Air Force upon
appointment.
            10. LEGAL  PROCEEDINGS.  Howmet represents to the Air Force that, to
the best of Howmet's  knowledge,  no Howmet  facility  is now under  criminal or
civil  investigation  by any  Governmental  entity,  except  as  follows:
a)          an investigation presently underway by the Defense Criminal
            Investigative Service into the kickback and quality issues presented
            to the Air Force by Howmet in its  Present  Responsibility  Document
            dated March 24,  1999 and its  Supplemental  Present  Responsibility
            Submissions dated April 9, 1999 and May 5,
            1999;
b)          a possible  investigation  by the U.S. Air Force's Office of Special
            Investigations  into  inspection  practices  at  Howmet's  Machinery
            Center in Winsted,  Connecticut  in the 1993-94 time  period,  which
            investigation was last active, to Howmet's knowledge, in 1997.
In addition to the periodic  written  reports  required  under Article 8, Howmet
shall notify the Air Force  within five  working days of the time Howmet  learns
of: (a) the  initiation  of any other  criminal  or civil  investigation  by any
federal,  state, or local  government  entity  involving  allegations of Foreign
Corrupt Practices Act, false statements,  false claims, corruption,  conflict of
interest  or  anti-trust  violations,  if Howmet has reason to believe  that any
facility of Howmet is a target or subject of such investigation;  (b) service of
subpoenas by any such governmental  entity, if Howmet has reason to believe that
any facility of Howmet is a subject or target of the


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investigation; (c) service of search warrants and/or searches carried out in any
facility of Howmet;  (d)  initiation  of legal  action  against any  facility of
Howmet or any of its employees,  or agents by any entity alleging  violations of
the Foreign Corrupt Practices Act, false statements,  false claims,  corruption,
conflict of interest,  or anti-trust violations relating to the business of such
facility; or (e) criminal charges brought by any governmental entity against any
facility of Howmet, or any of its employees, or agents, relating to the business
of such facility.  Howmet shall provide to the Air Force as much  information as
necessary to allow the Air Force to determine the impact of the investigative or
legal  activity  upon  the  present  responsibility  of  Howmet  for  Government
contracting.
            11. MEETING.  Between five and seven months after the effective date
of this  Agreement,  at the request of the Air Force Deputy General  Counsel for
Contractor Responsibility,  the President of Howmet and its Director of Internal
Audit shall meet with the Deputy General  Counsel,  or his designee,  to discuss
the status of implementation of this Agreement and the Business Ethics Programs.
            12. BUSINESS  ETHICS PROGRAM REVIEW.  Prior to the execution of this
Agreement,  Howmet shall engage an independent party designated by the Air Force
to perform a review of Cercast - U.S.A.'s  and Cercast - Canada's  participation
in Howmet's Business Ethics Program.  Howmet shall require the independent party
to prepare a report  for Howmet  evaluating  Cercast -  U.S.A.'s  and  Cercast -
Canada's  Business Ethics  participation  in this Program and  recommending  any
appropriate  changes.  Howmet  shall direct the  independent  party to issue the
report to Howmet and to the Air Force  without  first  discussing  its  proposed
conclusions  with Howmet.  Howmet shall provide its action plan for implementing
any  recommended  changes  to the Air Force.  This  process  shall be  completed
promptly so that  Howmet's  action plan is


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furnished to the Air Force not later than four months after the  effective  date
of this  Agreement.  Howmet shall initiate a second review of Cercast - U.S.A.'s
and  Cercast  -  Canada's  participation  to be  conducted  with a report of the
findings.  Howmet shall prepare and submit the report to the Air Force not later
than 30 months after the effective date of this Agreement.
            13.  SELF-GOVERNANCE  PROGRAM  AUDIT.  Howmet  shall cause  Howmet's
Internal Audit  organization  to audit Cercast - U.S.A.'s and Cercast - Canada's
operations  for  compliance  with this  Agreement  and Howmet's  self-governance
programs,  including the Cercast - U.S.A.'s and Cercast - Canada's participation
in Howmet's Business Ethics Program.  Howmet's Internal Audit organization shall
audit  Cercast  - U.S.A.  and  Cercast  -  Canada  in each  twelve-month  period
beginning  on the date of this  Agreement.  The  results of the audits  shall be
furnished to the Air Force with the reports submitted pursuant to Article 8.
            14. LIST OF AUDIT  REPORTS.  In addition to audit reports  elsewhere
required  under Article 8, Howmet agrees to provide the Air Force with a list of
all internal and external audit reports, relating to Cercast - U.S.A. or Cercast
- Canada,  generated by or for Howmet's Internal Audit  organization  during the
reporting  period covered by the current Article 8 report.  Howmet shall include
in the list reports  generated as a result of customer or Government  surveys of
Cercast - U.S.A. and Cercast - Canada.
            15.  REPORTS OF  MISCONDUCT.  In addition to the routine  reports of
misconduct required by Article 8.f., Cercast - U.S.A. and Cercast - Canada shall
report  to the Air  Force,  within  15  days of  discovery  by  management,  any
suspected  misconduct relating to any facility of Cercast - U.S.A. and Cercast -
Canada  that  management  has  reasonable  grounds to believe may  constitute  a
violation  of  criminal  law,  or civil law that  would  impact  on the  present
responsibility  of the facility.  The misconduct to be reported pursuant to this
article  includes


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misconduct  by any person,  including,  but not  limited  to,  Cercast - U.S.A.,
Cercast - Canada, their  subcontractors,  suppliers,  and employees,  as defined
herein,  and  Government  employees,  when  related to the  conduct of Cercast -
U.S.A.  or Cercast - Canada or their  businesses,  and shall include  misconduct
disclosed to Howmet from any source relating to the business of Cercast - U.S.A.
or Cercast - Canada. Howmet will investigate all reports of such misconduct that
come to its  attention  and will  notify  the Air Force of the  outcome  of such
investigations  and  any  potential  or  actual  impact  on  any  aspect  of the
Government  business of Cercast - U.S.A.  or Cercast - Canada.  Howmet will take
corrective action, including prompt restitution, with respect to any harm to the
Government.  Howmet  will  include  summary  reports  of the status of each such
investigation  to the Air Force in the reports  submitted  pursuant to Article 8
until each matter is finally  resolved.  As a separate matter and not related to
the above  provisions of this paragraph,  Howmet has advised the Air Force that,
as a part of Howmet's  self-governance  program,  Howmet has a written policy of
voluntarily  disclosing  suspected  misconduct  affecting  Government  business,
pursuant to the Department of Defense Inspector General's  Voluntary  Disclosure
Program.  It is not a requirement of this  Agreement that Howmet  participate in
any Voluntary  Disclosure Program.  If, however,  Howmet does participate in the
program, during the term of this Agreement, Howmet will provide to the Air Force
copies of all such  disclosures  within five days of the  disclosure.  It is the
intention of the Air Force that the  requirements  of this Agreement  related to
required  disclosures by Howmet to the Air Force shall not render  involuntary a
disclosure made pursuant to any agency Voluntary Disclosure Program.
            16.  QUALITY  ASSURANCE  GROUP.  Howmet  has  established  and shall
continue to maintain an independent quality assurance group that does not report
to directors of production of Cercast - U.S.A. or Cercast - Canada. Howmet shall
notify the Air Force of any


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proposed changes to this  organizational  arrangement  before the changes occur.
Howmet shall not effect the changes unless and until the Air Force concurs.  The
independent quality assurance group shall regularly audit Cercast - U.S.A.'s and
Cercast -  Canada's  compliance  with  applicable  specifications  and  contract
requirements;  such audits shall include transaction  testing.  Cercast - U.S.A.
and  Cercast  - Canada  shall  maintain  complete  records,  including  original
documents,  of all  purchases,  sales,  receipts,  shipments,  or testing of any
material or product in any way related to government  contracts or subcontracts.
These  records  shall  be  sufficient  to  provide  complete   evidence  of  all
transactions  related to items  furnished  directly or  indirectly  by Cercast -
U.S.A.  or Cercast - Canada to the Government  upon any government  procurement.
These  records  shall be  maintained  for not less than four years  after  final
payment of any affected contract.
            17.  LETTERS TO  SUPPLIERS  AND  SUBCONTRACTORS.  In November  1999,
Howmet  will  distribute  a letter  from its  president  to every  supplier  and
subcontractor to Howmet with significant or recurring  activity with Howmet. The
letter (1) will emphasize Howmet's commitment to procurement integrity,  (2) ask
suppliers and  subcontractors not to offer or give anything of value to Howmet's
employees,  (3) state  that  Howmet's  employees  are not  allowed to give to or
receive  from  Howmet  suppliers  anything  of  value,  (4)  ask  suppliers  and
subcontractors  to report to Howmet's Director of Internal Audit any improper or
illegal  activity  by Howmet  employees,  and (5) inform  them of the  telephone
number for the Howmet Alertline. A copy of the letter is at Exhibit G. A similar
letter  will  be sent to all  Howmet  suppliers  and  subcontractors  each  year
thereafter  in the month of  November.  A copy of each  year's  letter  shall be
furnished to the Air Force pursuant to Article 8.

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            18.  EMPLOYMENT OF SUSPENDED OR DEBARRED  INDIVIDUALS.  Howmet has a
written internal  operating policy that it shall not knowingly  employ,  with or
without pay, an individual who is under indictment for, or convicted of, a crime
rendering them ineligible for Federal programs, or listed by a Federal Agency as
debarred, suspended, or otherwise ineligible for Federal programs. A copy of the
policy is attached as Exhibit H. In order to carry out the policy,  Howmet shall
make reasonable inquiry into the status of any potential employee or consultant.
Such  reasonable  inquiry  shall  include,  at a minimum,  review of the General
Services   Administration's  ("GSA")  List  of  Parties  Excluded  from  Federal
Procurement  and  Nonprocurement  Programs as  maintained by GSA on its Internet
website.  The Howmet policy does not require  Howmet to terminate the employment
of individuals who are indicted,  become suspended or are proposed for debarment
during their employment with Howmet. However, it will remove such employees from
responsibility  for or  involvement  with  Howmet's  business  affairs until the
resolution  of such  suspension  or  proposed  debarment.  In  addition,  if any
employee of Howmet is charged  with a criminal  offense  relating to business or
otherwise  relating to honesty and  integrity,  Howmet will remove that employee
immediately from responsibility for or involvement with its business affairs. If
the employee is convicted or debarred,  Howmet policy requires that the employee
will be  terminated  from  employment  with Howmet.  Howmet shall notify the Air
Force of each such personnel action taken, and the reasons  therefor,  within 15
days of the action.
            19.  BUSINESS  RELATIONSHIPS  WITH  SUSPENDED OR DEBARRED  ENTITIES.
Howmet has a written  internal  operating policy that Howmet shall not knowingly
form a contract  with,  purchase  from, or enter into any business  relationship
with any  individual  or business  entity that is listed by a Federal  Agency as
debarred, suspended, or proposed for


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debarment.  A copy of the policy is  attached as Exhibit I. To  effectuate  this
policy,  Howmet shall make  reasonable  inquiry into the status of any potential
business  partner,  to include,  at a minimum,  review of the  General  Services
Administration's   List  of  Parties   Excluded  from  Federal   Procurement  or
Nonprocurement Programs, including the version maintained by GSA on its Internet
website.  Notwithstanding any other provision of this Article,  Howmet may enter
into a business  relationship  with a suspended or debarred  contractor,  if the
President  of Howmet  first  determines  in  writing  that a  compelling  reason
justifies the action and furnishes to the Air Force Deputy  General  Counsel for
Contractor Responsibility a copy of the determination not less than five working
days prior to Howmet's entering into such a business relationship.  Howmet shall
not enter into a business  relationship under a federally funded contract with a
suspended  or  debarred  entity if the Air Force  objects.  In  addition  to the
provisions of this article, Howmet shall comply with the requirements of FAR ss.
9.405-2(b)  and provide to the Air Force Deputy  General  Counsel for Contractor
Responsibility  a copy of the  documents  submitted to the  contracting  officer
pursuant thereto.
            20. FORMER  EMPLOYEES.  Howmet  voluntarily has severed all business
relationships  with Christian  Vincent and Elmond  Armorer,  including,  but not
limited to, the following relationships: employer-employee, creditor-debtor, and
owner-business  entity (including  shareholder-corporation).  Howmet shall never
reemploy or resume  business  relations with the former  employees named in this
paragraph or any other individuals terminated from Cercast - U.S.A. or Cercast -
Canada  who  have  been  implicated  by clear  and  convincing  evidence  in the
misconduct at issue here.
            21.  PROPOSED  CHANGES.  Howmet  shall  notify  the Air Force of any
proposed changes in the directives,  instructions,  or procedures implemented in
furtherance  of


<PAGE>

Howmet's  Business Ethics Programs and compliance with this Agreement.  The Air
Force, or its authorized representative, retains the right to verify, approve,
or disapprove any such changes. No material changes shall be implemented
without the prior approval of the Air Force.
            22.  ACCESS TO RECORDS  AND  INFORMATION.  In  addition to any other
right the Air Force may have by statute,  regulation, or contract, the Air Force
or its duly authorized  representative may examine Howmet's books,  records, and
other company  documents and  supporting  materials for the purpose of verifying
and evaluating:  (a) Howmet's  compliance with the terms of this Agreement;  (b)
Howmet's  business conduct in its dealings with all of its customers,  including
the  Government;  (c) Howmet's  compliance with Federal laws,  regulations,  and
procurement  policies and with  accepted  business  practices;  and (d) Howmet's
compliance with the requirements of Government  contracts or  subcontracts.  The
materials  described  above shall be made  available by Howmet at all reasonable
times for inspection,  audit,  or  reproduction.  Further,  for purposes of this
Article, the Air Force or its authorized representative may interview any Howmet
employee at the employee's place of business during normal business hours, or at
such other place and time as may be mutually agreed between the employee and the
Air  Force.   Employees  may  elect  to  be   interviewed   with  or  without  a
representative  of  Howmet  being  present.  The  employee  may  be  represented
personally  by his own counsel if  requested by the  employee.  Such counsel may
also be counsel to Howmet or be provided to the employee by Howmet.
            23.  COSTS OF REVIEW.  Howmet  has paid to the Air Force  $30,000 to
cover  the  Air  Force's  costs  of  independently  reviewing  this  matter  and
administering this Agreement.

<PAGE>

            24.  UNALLOWABLE COSTS.
            a. Howmet agrees that all  unallowable  costs, as defined in FAR ss.
31.205-47,  incurred  by, for,  or on behalf of Howmet or any Howmet  current or
former officer,  director,  agent, employee,  consultant,  or affiliate shall be
expressly   unallowable  costs  for  Government  contract  accounting  purposes.
Unallowable costs include,  but are not limited to, costs arising from,  related
to, or in connection  with (1) the matters at issue here,  (2) the  Government's
criminal and civil  investigations  regarding the matters at issue here, and (3)
the Air Force's independent review of Howmet's present responsibility, including
the costs of the company's  submissions,  presentations,  and appearances before
the  office  of  the  Air  Force   Deputy   General   Counsel   for   Contractor
Responsibility.  Howmet's,  Cercast - U.S.A.'s  and  Cercast  Canada's  costs of
performing  and  administering  the  terms of this  Agreement  and any  fines or
penalties  levied or to be levied in or arising  out of the matter at issue here
are agreed to be expressly  unallowable  costs.  Also  unallowable are Howmet's,
Cercast  -  U.S.A.'s  and  Cercast  -  Canada's   costs  of  bringing   Howmet's
self-governance, compliance, and/or ethics programs to a level acceptable to the
Air Force. However, Howmet's, Cercast - U.S.A.'s, and Cercast - Canada's present
and future costs of maintaining,  operating,  and improving Howmet's,  Cercast -
U.S.A.'s  and  Cercast -  Canada's  corporate  self-governance/compliance/ethics
programs are allowable  costs for purposes of this  Agreement.  Howmet agrees to
reimburse prime contractors on U.S.  Government  contracts with Cercast - U.S.A.
or Cercast - Canada for any reasonable  costs incurred by the prime  contractors
as a result of the  conduct of any Cercast - U.S.A.  or Cercast - Canada  entity
which gave rise to the Air Force's Notice of Proposed Debarment.
            b. Howmet agrees to treat as  unallowable  costs the full salary and
benefits of any officer,  employee,  or  consultant  terminated  from  Howmet's,
Cercast -  U.S.A.'s  or Cercast


<PAGE>

- Canada's employ or removed from government contracting as a result of the
wrongdoing  at  issue  here  and the  cost of any  severance  payments  or early
retirement  incentive  payments paid to employees released from the company as a
result of the wrongdoing at issue here. For purposes of the preceding  sentence,
the  salary  and  benefits  costs  shall  include  all such costs from the first
instance of  participation  of each  individual in the matters at issue here, as
determined by the Air Force, commencing on January 1, 1998.
            c. Howmet  recognizes that in order to comply with the terms of this
paragraph,  certain  costs may need to be  reclassified.  Howmet  shall  proceed
immediately to identify and reclassify such costs.  Because of the difficulty of
establishing  Howmet's unallowable internal costs related to this matter, Howmet
and the Air Force  agree that  Howmet  shall  remove  agreed-upon  amounts  from
allowable  overheads  and shall treat  these  amounts as  expressly  unallowable
costs.  The methodology  for determining the agreed-upon  amount is set forth in
Exhibit J. The  agreed-upon  amounts of  unallowable  costs are  $4,951,000  for
calendar  year 1999 and $425,000  for each of 2000,  2001 and 2002. A portion of
these  unallowable  costs  shall be  allocated  to each  Howmet  North  American
operation. The allocation will be based on use of a three-factor formula (sales;
payroll dollars; and inventory and property,  plant and equipment).  Each Howmet
North  American   operation  will  treat  its  allocated   amount  as  expressly
unallowable  costs.  Within 120 days of the  effective  date of this  Agreement,
Howmet shall adjust any bid rate, billing rate, or unsettled final indirect cost
rate pools to eliminate any costs made  unallowable by this  Agreement.  The Air
Force or a  designated  representative  shall  have the right to audit  Howmet's
books and records to verify  compliance  with this  Article.  Such audit  rights
shall be in addition to any audit rights the Government may have under the terms
of any  contract  with  Howmet,  Cercast


<PAGE>

- U.S.A.  and  Cercast  -  Canada.  The foregoing  provisions of this Article 24
shall not require adjustment to pricing under any competitively bid fixed price
contracts.
            25. ADVERSE ACTIONS.  Howmet avers that adverse actions taken, or to
be taken,  by Howmet against any employee or other  individual  associated  with
Howmet arising out of or related to the wrongdoing at issue here were solely the
result of Howmet's  initiatives  and  decisions,  and were not the result of any
action by, or on behalf of, agents or employees of the United States.
            26.  NO  SUSPENSION  OR  DEBARMENT.  Provided  that  the  terms  and
conditions of this  Agreement are faithfully  fulfilled,  the Air Force will not
suspend or debar Howmet,  Cercast - U.S.A., Cercast - Canada, Cercast - Montreal
or Cercast - Bethlehem,  based on the facts and  circumstances  set forth in the
Air Force's  Memorandum in Support of the Proposed Debarment of Howmet Cercast -
Montreal Division and Howmet Cercast - Bethlehem  Division dated May 17, 1999 or
Howmet's   Present   Responsibility   Document  dated  March  24,  1999  or  its
Supplemental Present  Responsibility  Submissions dated April 9, 1999 and May 5,
1999.  If the Air Force has  reason to  believe  Howmet  has not  fulfilled  its
obligations  under any provision of this Agreement,  it will provide the company
with a reasonable  opportunity to respond to the possible noncompliance and take
appropriate corrective action before making any finding that Howmet has breached
this Agreement. The Air Force's decision not to suspend or debar these companies
upon the  facts at issue  here  shall  not  restrict  the Air Force or any other
agency of the Government from instituting  administrative  actions. Such actions
include,  without  limitation,  suspension or debarment should other information
indicating  the  propriety of such action come to the attention of the Air Force
or such other agency,  or additional  information  concerning the facts at issue
here is discovered by the  Government,  which facts were not


<PAGE>

disclosed by Howmet or by the exercise of reasonable diligence could
not have  been  discovered  by the  Government  as of the date of this
Agreement.
            27. PRESENT  RESPONSIBILITY.  Howmet's compliance with the terms and
conditions of this  Agreement  shall  constitute an element of Howmet's  present
responsibility for Government  contracting.  Howmet's failure to meet any of its
obligations pursuant to the terms and conditions of this Agreement constitutes a
separate cause for suspension and/or debarment. By entering into this Agreement,
the Air Force is not  determining  that Howmet is presently  responsible for any
specific Government contract.
            28. NOTIFY EMPLOYEES. Howmet will notify all Howmet employees of the
fact and substance of this  Agreement,  the nature of the wrongdoing  leading to
this Agreement,  and the importance of each  employee's  abiding by the terms of
this Agreement and all requirements of law, regulations, and Howmet policies and
procedures.
            29. SALE OF  BUSINESS.  In the event that Howmet sells or in any way
transfers  ownership of any part of the business entities that are bound by this
Agreement, Howmet shall notify the Air Force in advance and shall require by the
terms of the transfer that the new owner, in addition to Howmet,  shall be bound
by the terms and conditions of this  Agreement,  including,  but not limited to,
all reporting requirements.
            30.  PURCHASE OF BUSINESSES.  In the event that Howmet  purchases or
establishes  new  business  units after the  effective  date of this  Agreement,
Howmet shall implement all provisions of this Agreement,  including any training
or  education   requirements,   within  60  days   following  such  purchase  or
establishment.
            31. WAIVER.  Howmet hereby waives all claims,  demands,  or requests
for monies of any kind or of whatever nature that Howmet may have or may develop
in the future


<PAGE>

against the Air Force arising from,  related to, or in connection
with,  any  investigation,   or  as  a  result  of  administrative  or  judicial
proceedings,  or request  for any other  relief in law or in  equity,  or in any
other  forum be it  judicial  or  administrative  in  nature  arising  out of or
relating to the facts that gave rise to the proposed debarment.  This Article is
not intended for the benefit of any third party.
            32.  RELEASE.   Howmet  hereby  releases  the  United  States,   its
instrumentalities,   agents,  and  employees  in  their  official  and  personal
capacities,  of any and all liability or claims arising out of or related to the
investigation  at issue here or the  proposed  debarments  of  Howmet,  Cercast,
Cercast - Montreal or Cercast -  Bethlehem  or the  discussions  leading to this
Agreement.
            33. PARAGRAPH HEADINGS. The paragraph headings in this Agreement are
inserted  for  convenient  reference  only and shall not affect  the  meaning or
interpretation of this Agreement.
            34.  COUNTERPARTS.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  shall  be an  original,  but all of  which  taken
together, shall constitute one and the same agreement.
            35. AIR FORCE RELIANCE. Howmet represents that all written materials
and  other   information   supplied   to  the  Air   Force  by  its   authorized
representatives  during the course of discussions  with the Air Force  preceding
this Agreement are true and accurate,  to the best information and belief of the
Howmet  signatories  to  this  Agreement.  Howmet  also  represents  that it has
provided  to the Air Force all  information  in its  possession  relating to the
facts at issue.  Howmet understands that this Agreement is executed on behalf of
the Air Force in reliance upon the truth, accuracy, and completeness of all such
representations.

<PAGE>

            36.  ENTIRE  AGREEMENT.   This  Agreement   constitutes  the  entire
agreement   between  the  parties  and  supersedes  all  prior   agreements  and
understandings,  whether oral or written, relating to the subject matter hereof.
This  Agreement  shall be  binding  upon  and  inure  to the  benefit  of and be
enforceable by the parties hereto and their respective successors and assigns.
            37.  RESTRICTION  ON USE.  Howmet  shall  not  use any  term of this
Agreement or the fact of the existence of this Agreement for any purpose related
to the defense of, or in mitigation of any criminal,  civil,  or  administrative
investigation  or action by any  element  of the  Federal  Government  except to
demonstrate present responsibility.
            38.  BANKRUPTCY.   Bankruptcy   proceedings  shall  not  affect  the
enforcement of this Agreement in the interests of the Government.
            39.  AUTHORIZED  REPRESENTATIVE.  David L.  Squier,  as President of
Howmet, is fully authorized to execute this Agreement and represents that he has
authority to bind Howmet.
            40.  SEVERABILITY.  In  the  event  that  any  one  or  more  of the
provisions  contained  in this  Agreement  shall  for any  reason  be held to be
invalid,  illegal, or unenforceable in any respect, such invalidity,  illegality
or unenforceability shall not affect other provisions of this Agreement.
            41. NOTICES. Any notices, reports, or information required hereunder
shall be in writing and  delivered or mailed by  registered  or certified  mail,
postage prepaid, or by private carrier service as follows:

<PAGE>



      If to Howmet, to:
                                          Vice President - General Counsel
                                          Howmet Corporation
                                          475 Steamboat Road
                                          Greenwich, CT 06830

      If to the Air Force, to:            Deputy General Counsel for
                                          Contractor Responsibility (SAF/GCR)
                                          Department of the Air Force
                                          1740 Air Force, Pentagon
                                          Washington D.C.  20330-1740

or such other address as either party shall have designated by notice in writing
to the other party. This provision shall not preclude delivery of information or
reports by other means if properly delivered to the relevant  addressee.  Howmet
has notified the Air Force that shortly after the  execution of this  Agreement,
Howmet intends to change the name of Cercast - U.S.A. to Howmet Aluminum Casting
Inc., and the name of Cercast - Canada to Howmet Aluminum Casting Ltd.
            42. PUBLIC DOCUMENT.  This Agreement,  including all attachments and
reports  submitted  pursuant to this Agreement,  is a public document and may be
distributed by the Air Force  throughout  the  Government as appropriate  and to
other interested persons upon request.


<PAGE>


            43. MODIFICATION.  This Agreement may be amended or modified only by
a written document signed by both parties.



DEPARTMENT OF THE AIR FORCE

BY:
DATE________________
      Steven A. Shaw, Esq.
      Deputy General Counsel
      SAF/GCR

HOWMET CORPORATION
BY:
DATE________________
      David L. Squier
      President

BY:
DATE________________
      Michael L. Fayad, Esq.
      McKenna & Cuneo, L.L.P.
      Counsel to Howmet Corporation



<PAGE>


                                    EXHIBIT A

                                     (Photo)

               Code Of Ethics And Standards Of Business Conduct

                          Always Set The Standards High

                                  (Howmet Logo)



<PAGE>


Contents
2     Our Commitment to Excellence
3     Our Mission and Values
4     Our Personal Commitment
6     Our Relationship With Our Customers
            We... Provide Quality Products and Services
                  Do Not Make Improper Payments
                  Do Not Provide or Accept Gifts or Gratuities
                  Make Contract Terms Clear and Concise
                  Follow Accurate Billing Procedures
                  Safeguard the Property of Others
                  Obtain Marketing Data Properly and Legally
                  Do Not Disparage Our Competitors
                  Promote Ethical Excellence
10    Our Relationship With Our Suppliers
            We... Treat All Suppliers Fairly
                  Do Not Accept or Provide Gifts and Gratuities
                  Protect Proprietary Data and Data Provided by Others
                  Use Software for its Intended Purpose
                  Require Ethical Behavior of our Outside Consultants and
                    Contractors
12    Our Relationship with the Company and Each Other
            We... Provide an Ethical  Environment  for Employees
                  Compensate Our Employees  Fairly
                  Encourage  Self-Development
                  Are  an  Equal Employment  Opportunity Employer
                  Maintain a Safe and Drug-Free Workplace
                  Prohibit  All Forms of  Harassment
                  Believe  in the Employee's  Right  to  Privacy
                  Avoid  Conflicts  of  Interest
                  Safeguard  Company  Property
                  Are Careful  When Hiring  Closely Related Persons
                  Report with Integrity
17    Our Relationship with Shareholders
18    Our Relationship with Our Communities
            We... Comply with Local Laws and Customs
                  Do Not Make Political Contributions
                  Protect the Environment
                  Obey All Laws
                  Cooperate Fully with Government Investigations
                  Voluntarily Disclose Violations
21    Our Compliance Program
            The Structure
                  The Compliance Council
                  Employees
                  Management
                  Business Compliance Representatives
                  Customers, Suppliers, and Consultants
            ALERTLINE
23    Our Corporate Policies
24    Warning Signs
      Resource Directory


<PAGE>


Page 2:

Our Commitment to Excellence

This is your  personal  copy of the  Howmet  Code of  Ethics  and  Standards  of
Business  Conduct  which states our company  mission and the values that we hold
high,  and defines the standards of business  conduct that are the foundation of
our worldwide activities.

Howmet aims to "always set the standards high" in all that we do. In striving to
achieve ever improving operational and financial  performance,  it is a critical
company   objective  to  ensure  that  these  results  are  attained  in  strict
conformance with customer  requirements,  high standards of business ethics, and
good business practices.

To  ensure  proper  focus  on  this  vital  corporate  requirement,  Howmet  has
established  a  Compliance   Office  with  a  network  of  Business   Compliance
Representatives located at each operating unit worldwide.  This network provides
a focal point for obtaining information, guidance, and interpretation pertaining
to our Code of Ethics and Standards of Business Conduct, and provides a tool for
assuring compliance.

It is  the  responsibility  of  each  Howmet  employee  to act  responsibly  and
ethically.  Misconduct by one person can  discredit  our company,  harm our good
name,  and reflect  poorly on us all. The Code cannot  cover every  situation in
which  decisions  may be made.  Other Howmet  policies and  practices,  and good
common  sense,  also apply.  If you have  questions,  ask. If you see a possible
problem,  raise the issue. It requires a team effort to achieve and maintain our
objective of ethical excellence.

Sincerely,

(Signature)

D. L. Squier
President & Chief Executive Officer

(Photo)




<PAGE>


Page 3:

Our Mission and Values

(Photo)

Our Mission

To strengthen our position as the premier manufacturer of components for the gas
turbine,  aerospace and other advanced technology industries.  In conducting our
business,  we are  dedicated  to  fulfilling  our  responsibilities  to Howmet's
customers, employees, owners, communities, and suppliers.

Our Values

Customer  Put the customer first.

Ethics  Conduct  business  guided  by the  highest  standards  of  behavior  and
responsible corporate citizenship.

People  Maintain a diverse organization, treating all employees with dignity and
respect.

One Howmet  Committed to continuous improvement for the benefit of all.

Quality  Provide  products and services of the highest quality and  reliability
exceeding our customers' expectations.

Leadership  Act in  accordance  with our mission,  objectives,  and values,  and
through our  behavior,  drive our company to the highest  level of  performance.
Prepare, empower, and involve people at all levels to make decisions in the best
interest of our customers and our company.

Rewards  Recognize people consistent with team and organizational performance.

Communications  Share  information to assure awareness and foster an environment
of cooperation, mutual respect and trust.

Health and Safety  Protect the well being of our employees and the environment
of our communities.

Technical Excellence  Build continuously upon our knowledge base to achieve ever
higher levels of excellence and innovation.




<PAGE>


Page 4:

Our Personal Commitment

We Will:

Obey The Law.

Treat Others With Respect, Trust, Honesty, Fairness, and Dignity.

Produce Quality Products and Services Delivered On-Time at a Fair Price.

Maintain Our Individual Integrity.

Never Tolerate Unethical Activity.

Know What is Expected and Take the Initiative.

Always Remember We Have Choices.

When In Doubt, Seek Help Immediately.

Be Confident That Ethics and Compliance Issues Raised Will Be Addressed Promptly
and Pursued to a Proper Resolution.




<PAGE>


Page 5:

(Photo)




<PAGE>


Page 6:

Our Relationship with our Customers

Howmet will grow our worldwide leadership position by always striving to meet or
exceed customer  expectations for quality,  price,  and delivery.  We will build
long-lasting  relationships with our customers based on mutual trust, integrity,
and honesty. We are sensitive to customer schedule, quality, and cost issues and
recognize the vital  importance of supporting  their needs while also  complying
with legal, ethical, and regulatory requirements.


We Provide Quality Products and Services

o We strive to provide  products and services that meet or exceed our customers'
expectations for quality,  integrity, and reliability.  We will satisfy customer
requirements with on-time deliveries at competitive prices.

o We will not change  product or service  specifications  in design or material,
and will not substitute  parts or materials,  unless  clearly  authorized by the
customer or permitted by regulation or commercial practice.

o We will ensure that all quality certifications are accurate, and complete.

o Howmet products will be safe for use by our customers and other end users, and
they will meet all applicable government standards and regulations.


We Do Not Make Improper Payments

o Howmet strictly  prohibits  bribes,  kickbacks,  or any other form of improper
payments  to  any  representative  of  government,  labor  union,  customer,  or
supplier.  The Company also strictly  prohibits any employee from accepting such
payments.

My supervisor  told me we are behind on deliveries on a very important  contract
and must do "whatever it takes" to get the product delivered by month-end.  I am
concerned that our normal quality standards will be ignored to meet the delivery
requirements. What should I do?

Talk to your supervisor to clarify his  instructions  and explain your concerns.
If you  are not  satisfied,  contact  your  Business  Compliance  Representative
(listed in the back of this book), the Howmet  Compliance  Officer,  or call the
ALERTLINE.  Howmet has a reputation for quality and will not lower its standards
in order to meet  deadlines.  Each  employee  has a personal  responsibility  to
assure consistent application of specified quality criteria.




<PAGE>


Page 7:

Our Relationship with our Customers

o All contacts and dealings with customers and suppliers will be conducted so as
to avoid even the  appearance of  impropriety or violation of any applicable law
or regulation, or these standards of business conduct.

We Do Not Provide or Accept Gifts and Gratuities

o Business gifts and gratuities are always a high risk area.  The
underlying motives for such activities can be easily misinterpreted.

o The basic rule is to avoid giving or accepting any gifts or
gratuities.

o If situations  arise where a gift or gratuity is unavoidable,  the guidance in
the following sections should be followed.

o Care  must also be taken to  ensure  that the  Company  is not  violating  the
standards of business conduct of the recipient's company or organization.

o In no event should any  entertainment or gifts be given or accepted that would
adversely impact or appear to impact job performance, cause embarrassment to the
company, or compromise the integrity or independence of any employee.

Government Customers and Their Representatives

o Federal,  state  and  local  government  agencies  are  governed  by laws and
regulations  concerning  acceptance by their employees of entertainment,  meals,
gifts,  gratuities,  and other  things of value from firms and persons with whom
those agencies do business or over whom they have regulatory  authority.  Howmet
strictly complies with those laws and regulations.

o We will not give gifts or gratuities to any federal, state or local government
employees or their representatives.

o We will  also not  give any gift or  gratuity  to a  customer  who has  direct
control over issuing government subcontracts.

Commercial Customers

o We will not offer to or  accept  from our  existing  or  potential  commercial
customers cash gifts of any amount or  non-monetary  gifts or gratuities  with a
fair market value of more than $50.

o  Reasonable  business   entertainment  is  permitted,   including  traditional
promotional events, as long as what is offered is consistent with usual business
practice,  cannot be construed as a bribe or payoff,  is not in violation of any
law and will not embarrass


<PAGE>


Page 8:

Our Relationship with our Customers

the company or ourselves if disclosed publicly.

o In  those  instances  where  giving  or  accepting  gifts  or  gratuities  is
unavoidable,  employees  will consult with the  Compliance  Officer or Corporate
Legal Counsel  prior to providing or accepting  any gifts or  gratuities  with a
fair market value of more than $50.

Foreign Government Customers and Public Officials

o The  Company  may  be  restricted  from  giving  meals,  gifts,   gratuities,
entertainment,  or other things of value to personnel of foreign governments and
foreign  public  officials by the Foreign  Corrupt  Practices Act and by laws of
foreign countries.

o Employees  must  discuss  such  situations  with the  Compliance  Officer  or
Corporate Legal Counsel prior to making any gifts or providing any gratuities of
more than $50.

We Make Contract Terms Clear & Concise

o Howmet will  communicate  clearly and  precisely so that we and our  customers
share  a  common  understanding  of  the  terms  of  our  contracts,   including
performance criteria, costs, and schedules.

o When we are involved in proposals, bid preparations, or contract negotiations,
we must be certain that all statements,  communications,  and representations to
prospective  customers  are accurate and truthful.  Once awarded,  all contracts
must be performed in compliance with specifications and requirements.

o When the conditions of a government customer inquiry or purchase order require
that we submit and certify cost and pricing  data, we will comply to the best of
our ability.  Our submittal  will be a full  disclosure of complete and accurate
cost  data,  current to the date of price  negotiation  and  agreement.  It will
include only those costs that are reasonable and clearly  allowable or perceived
in good faith to be allowable by the applicable regulations.

We Follow Accurate Billing Procedures

o Howmet will reflect accurate invoice prices and terms for all products
sold or services rendered.

We Safeguard the Property of Others

o Howmet protects the tangible and intellectual property of those with
whom we do business, and we comply with all regulations or


<PAGE>


Page 9:

Our Relationship with our Customers

contractual requirements governing the use of such property.

o Tangible and intellectual property of competitors will be obtained only
through lawful means.

o Employees with  government  security  clearances who have access to classified
data will  safeguard that data  according to government  regulations,  including
applicable agency procedures.

o We will not use,  without  prior  approval,  any  customer-owned  equipment to
support  unrelated  production  or divert  customer-owned  materials  from their
intended use.

o Employees who leave the company may not use Howmet or customer/supplier
proprietary information obtained during their employment.

o We will not extract or reproduce  copyrighted material without first obtaining
permission from the owners of the material.

We Obtain Marketing Data Properly and Legally

o Howmet will seek all  marketing  data  properly and  legally,  and we will not
obtain or use any government classified or sensitive information from any source
where  there is  reason  to  believe  that the  release  of the  information  is
unauthorized.

o We will also avoid  discussing with competitors such matters as price or other
terms of sale, costs,  inventories,  product plans, market surveys, or any other
confidential or proprietary  information.  If a competitor begins to discuss any
prohibited  topics,  the  Howmet  employee  or  representative  must  refuse  to
participate and disengage from the discussions.

We Do Not Disparage Our Competitors

o Marketing  and selling  practices  should be based on the  superiority  of our
product  offerings.  We must take great care to avoid  disparaging  a competitor
through inaccurate statements.

We Promote Ethical Excellence

o Howmet became a voluntary  signatory to the Defense Industry  Initiative (DII)
on Business Ethics and Conduct on October 7, 1997. The DII is an organization of
almost 50  companies  in the  defense  and  aerospace  industries  committed  to
promoting ethical behavior in the business world.

(DII Logo)


<PAGE>


Page 10:

Our Relationship with Suppliers

Howmet is committed to dealing fairly with our suppliers. We will emphasize fair
competition,  without  discrimination or deception,  in a manner consistent with
long-lasting  relationships.  We will  purchase  all  equipment,  supplies,  and
services based on merit. Howmet suppliers,  vendors,  and subcontractors will be
treated with fairness and integrity.


We Treat All Suppliers Fairly

o We will treat all suppliers uniformly and fairly when we buy goods or services
for Howmet.  In deciding among  competing  suppliers,  we will  objectively  and
impartially  weigh all factors and avoid even the appearance of  favoritism.  We
will follow established  policies and procedures in the procurement of all goods
and services.

o We will communicate  clearly and precisely,  so that our suppliers  understand
the terms of our  purchase  orders and  contracts,  including  price,  quantity,
performance criteria, specifications, and schedules.

o Howmet will provide the same information and instructions to each competing
supplier for a proposed purchase.

We Do Not Accept or Provide Gifts and Gratuities

o Howmet  employees will not be influenced by or attempt to influence  suppliers
or potential  suppliers by accepting  or providing  gifts or  gratuities  of any
kind.

o Employees and their families may not offer or accept gifts or gratuities  that
could be perceived as an attempt to influence the performance of duties or favor
existing or potential suppliers.

o Examples of prohibited  items  include,  but are not limited to: cash gifts of
any amount,  non-monetary  gifts and meals with a fair market value of more than
$50; personal services,  travel and lodging, theater and sporting event tickets;
and payments,  preferential  investment  opportunities,  and discounts and loans
with terms not available to other employees.




<PAGE>


Page 11:

Our Relationship with Suppliers

We Protect Proprietary Data and Data Provided by Others

o Howmet will not disclose  proprietary  company  information  to anyone without
proper authorization. We will keep proprietary documents protected and secure.

o In the  course  of  normal  business  activities,  suppliers,  customers,  and
competitors may provide us information that is proprietary to their business. We
respect these confidences.


We Use Software for its Intended Purpose

o Howmet employees are responsible for complying with  requirements of copyright
licenses  related to software used in fulfilling job  requirements.  We will not
reproduce  software that is licensed to us by a supplier nor will we incorporate
it into our own internally developed software unless we are permitted to do so.



We Require Ethical Behavior of Our Outside Consultants and Contractors

o When it is  necessary  to engage  the  services  of an  individual  or firm to
consult for or otherwise represent the Company,  special attention must be given
to avoid conflicts of interest between Howmet and the person or firm employed.

o In  addition,  consultants,  representatives,  and agents of the Company  must
adhere to the same high standards of behavior and  excellence  required of every
Howmet  employee.  They must not act on behalf of the Company in any manner that
is inconsistent with this Code of Ethics and Standards of Business Conduct,  our
policies, or any applicable laws or regulations.

One of my suppliers  gave me a box of expensive  cigars at Christmas.  We have a
long-standing  relationship,  and I am afraid she would be offended if I refuse.
Should I accept the gifts?

Normally,  as we enter the  holiday  season  we will send a letter to  suppliers
asking  that  they  not  offer  gifts,  and  explain  why.  While  it  may  seem
"politically  correct" to accept these gifts,  it is not  permitted.  You should
explain very  diplomatically  that you  appreciate  the gesture but that you are
prohibited  from accepting any gifts with a value of more than $50.  Making your
position  clear and  standing by your  convictions  is the right thing to do and
will make future situations easier to resolve.



<PAGE>


Page 12:

Our Relationship with the Company and Each Other

We are committed to treating one another fairly,  and to maintaining  employment
practices  based on equal  opportunity  for all employees.  We will respect each
other's privacy and treat each other with dignity and respect.  We are committed
to providing  safe and healthy  working  conditions  and an  atmosphere  of open
communications for all our employees.

We Provide an Ethical Environment for Employees

o Howmet  provides  all  employees  an  ethical  environment  that  facilitates
conducting  business  and  allows  individuals  to  excel,  be  creative,   take
initiatives,  seek new ways to solve  problems,  generate  opportunities  and be
accountable for our actions.


We Compensate Our Employees Fairly

o Howmet  compensation and benefit programs are competitively  based to attract,
motivate, and retain highly skilled, competent, dedicated personnel.


We Encourage Self-Development

o Howmet  will  provide  an  atmosphere  that  encourages  continuous  personal
development.  We will  provide  training to help  employees  grow.  We will also
encourage  employees to further their  self-development by attending job related
and other outside classes.


We are an Equal Employment Opportunity Employer

o Howmet is an equal  employment  opportunity  company.  Our goal is to  provide
challenging,  meaningful, and rewarding opportunities for personal growth to all
employees without regard to race, religion, color, national origin, age, gender,
sexual  orientation,  physical  or mental  disability,  or status as a  disabled
veteran or veteran of the Vietnam era.

We Maintain a Safe and Drug-Free Workplace

o Howmet  prohibits the manufacture,  distribution,  sale,  purchase,  transfer,
possession,  or use of alcohol,  illegal  drugs,  or the misuse of  prescription
drugs in the workplace.



<PAGE>


Page 13:

Our Relationship with the Company and Each Other

We Prohibit All Forms of Harassment

o We forbid all forms of harassment of employees by fellow employees,  employees
of outside contractors,  or visitors.  This includes, but is not limited to, any
demeaning,  insulting,  embarrassing  or intimidating  behavior  directed at any
employee because of his or her race,  religion,  color,  national  origin,  age,
gender,  sexual  orientation,  physical  or  mental  disability,  or status as a
disabled veteran or veteran of the Vietnam era.

o Howmet bans unwelcome sexual advances or physical  contact,  sexually oriented
gestures and  statements,  and the display or circulation  of sexually  oriented
pictures,  cartoons, or jokes. We also prohibit retaliation against any employee
who rejects, protests, or complains about sexual harassment.

We Believe in the Employee's Right to Privacy

o Howmet respects our privacy and therefore  maintains only those historical and
current  employee  personnel and medical records needed for business,  legal, or
contractual purposes,  restricting access and knowledge of the contents to those
with a legitimate need to know.

o We will comply with all applicable  laws regulating the disclosure of personal
information about employees.

o Howmet  will  provide  the  opportunity  for  employees  to seek  professional
assistance in dealing with personal  issues that may adversely  affect their job
performance.

We Avoid Conflicts of Interest

o Howmet  employees and their  immediate  families will avoid any situation that
may create,  or appear to create a conflict  between our personal  interests and
the interests of the company.

By way of example, a conflict of interest may arise when an employee:

Is employed by a competitor or potential competitor, regardless of the nature of
the employment, while employed by Howmet.

Accepts  gifts,  payments,  or services  from those  seeking to do business with
Howmet.

Places  business  with a firm  owned or  controlled  by an  employee  or his/her
family.

Owns or has a  substantial  interest  in a company  which is a  competitor  or a
supplier.

Acts as a consultant to a Howmet customer or supplier.


<PAGE>


Page 14:

Our Relationship with the Company and Each Other

o Special  consideration  must be given to comply with conflict of interest laws
and regulations covering government procurements,  including circumstances under
which  current or former  government  employees  may be offered,  or can accept,
employment  with the company.  We will consult with Corporate  Legal Counsel for
guidance.

o Each employee will immediately disclose any situation representing a potential
conflict of interest at the time it arises.

o In  addition,  routine  conflict  of  interest  updates  will be  periodically
requested from all employees with annual update required for selected positions.

We Safeguard Company Property

o The ability to serve our customers requires the efficient use of the Company's
assets and resources,  including  proprietary  information and technology.

o We will use these assets according to company policies and procedures,  comply
with security  programs that help prevent their  unauthorized  use or theft, and
abide by all regulations or contractual agreements governing their use.

o We  will  safeguard  all  passwords  and  identification   codes  to  prevent
unauthorized access to the company's computerized data.

o Proper use of company and customer property,  facilities, and equipment is our
responsibility.  We will use and maintain  these assets with the utmost care and
respect, guarding against waste and abuse.

o We will be cost-conscious and alert to opportunities for improving performance
while reducing costs.

o We prohibit the use of company time, material,  or facilities for purposes not
directly related to company business.

o We will use Howmet data, information systems, networks, communication devices,
and network provider services only for legitimate company business.

We are Careful When Hiring Closely Related Persons

o Howmet will not  discourage  the  tradition  of family  service and may employ
persons related to Howmet employees,  but the overriding  considerations in this
matter are fairness and the avoidance of any perception of favoritism.

o We will not place  employees in positions  where they have direct control over
the responsibilities of a closely related person.


<PAGE>


Page 15:

Our Relationship with the Company and Each Other

I'm concerned  that my supervisor  may be stealing  company  property,  but I am
really not sure. What should I do?

Report your concern to the Compliance Officer or call the ALERTLINE immediately.
All information  received will be handled discreetly;  discussions and inquiries
will be kept in strict  confidence  to the extent  appropriate  or  permitted by
policy and law. The circumstances  will be investigated and disciplinary  action
against  the  supervisor  will  be  taken  as  appropriate.  If we can  find  no
independent  corroboration of your concern, no action will be taken against your
supervisor - nor against you for your report.  If your  supervisor  suspects you
reported him or her, you will be protected from retaliation.

We Report with Integrity

o We must maintain accurate and complete Company records.  Transactions  between
the Company and  outside  individuals  and  organizations  must be promptly  and
accurately entered in our books in accordance with generally accepted accounting
principles and practices.

o We will maintain accurate and complete manufacturing records including testing
and inspection data.

o Misrepresenting facts or falsifying records for any reason is illegal and will
not be tolerated.

o We have  administrative,  accounting,  and quality controls in place to assure
that all reports are accurate, reliable, and fully and fairly disclose pertinent
information.

o We will not  authorize  payment,  knowing or  suspecting  that any part of the
payment  will be used  for any  purpose  other  than  what is  described  in the
supporting documentation.

o Employees and their  supervisors  are  responsible for ensuring that labor and
material costs are accurately recorded on the Company's records.

o Expenses  incurred  by  employees  in  performing  Howmet  business  will  be
reimbursed by filing expense  reports,  which must be documented  accurately and
completely.

o We will  separately  account for expenses  that are not  allowable  under U.S.
government contracts or subcontracts.

o We will cooperate  fully with our customer and any government  representatives
in investigating the role of Howmet products in any failure in service.



<PAGE>


Page 16:

Our Relationship with the Company and Each Other

o We will advise  customers and  suppliers of any clerical or accounting  errors
and promptly  correct the errors  through  credits,  refunds,  or other mutually
acceptable means.

o Our  auditors  have  unrestricted  access to all  operations,  personnel,  and
records necessary for the performance of their reviews.

(Photo)



<PAGE>


Page 17:

Our Relationship with Shareholders

Howmet has an obligation and commitment to maximize  shareholder  value. We will
do this while  carefully  managing  business risks. We understand that investors
have  choices,  and we will  win  their  long-term  trust  and  support  through
demonstrated  performance  achieved in accordance  with the highest  ethical and
legal standards.

Our Relationship with Shareholders

o We are  committed to providing a superior  return to our  shareholders  and to
protecting  and  improving  the  value  of  their  investment   through  prudent
utilization  of corporate  resources and by observing  the highest  standards of
legal and ethical conduct in all our business dealings.

o Howmet  complies with federal law which  prohibits  employees from directly or
indirectly buying or selling stock or other company securities, or from advising
someone else to buy or sell if the employees have  knowledge of material  inside
information.  Employees are also  prohibited  from trading in another  company's
stock,  options,  or other  securities  on the  basis of that  company's  inside
information.

o Howmet  Corporate  Policy (SPI  1310.02)  sets forth the only windows in which
Senior Managers,  Controllers,  and certain other employees may purchase company
and affiliate securities.  The SPI does not override the obligation not to trade
or advise others to trade when one has material inside information.

(HWM NYSE Logo)




<PAGE>


Page 18:

Our Relationship with Our Communities

Howmet has a long-standing  commitment to be a good corporate  citizen.  We will
conduct  ourselves in a responsible  and  responsive  manner and comply with the
laws and customs of the  communities  in which we live and work.  We support and
encourage employee involvement in community activities and organizations.  These
interests  should be  pursued  in a way that  will  reflect  favorably  upon the
employee  and the  Company.  We respect  our  environment  and will  protect our
valuable natural resources.

We Comply with Local Laws and Customs

o Howmet conducts business globally where laws, customs, and social requirements
may be  different  from the  country  of our base  operations.  In our  business
dealings,  we will abide by the  national and local laws of our host nations and
communities.

o In case of any conflict with the laws of our home community,  employees should
consult Corporate Legal Counsel.


We Do Not Make Political Contributions

o Howmet does not allow Company  funds to be used for  political  contributions,
directly  or  indirectly,  in  support  of any  party or  candidate  in any U.S.
election on the federal, state, or local level.

o Wherever  lawful,  however,  the Company may contribute to an occasional local
initiative or referendum  campaign where Howmet may have a direct interest.  Any
such payments require advance clearance from Corporate Legal Counsel.


We Protect the Environment

o Howmet abides by all applicable  health,  safety,  and environmental  laws and
regulations in countries and communities  where we do business.  Where such laws
and  regulations  do not exist or are  considered  inadequate,  the Company will
abide by its own high standards.

o The  Company  is  committed  to  environmental   excellence  in  the  design,
manufacture, distribution, reuse, and disposal of its products and supplies.

o The Company will research the health, safety, and environmental effects of its
materials, products,



<PAGE>


Page 19:

Our Relationship with Our Communities

and  operations  and share  promptly any  significant  findings with  employees,
suppliers, customers, government agencies, appropriate scientific organizations,
and the public.

o The Company  will  identify,  control,  and  endeavor  to minimize  the use of
hazardous materials and reduce wastes.

o  The  Company  will  not  manufacture  or  distribute  any  product  that  has
unacceptable environmental risks or costs.

o The  Company  will  conduct  prevention  and  control  programs  to  safeguard
employees and the public and review the  effectiveness of these programs through
its quality assurance process, environmental audits, and other systems.

o The  Company  will work with  government  and other  organizations  to develop
practical  laws,  regulations,  and  standards  to  protect  the  public and the
environment.

We Obey All Laws

o We  will  be law  abiding  in all of our  activities.  We  will  build  a safe
environment for employees, suppliers, and customers.

o Compliance  with the law does not comprise our entire ethical  responsibility.
Rather, it is a minimum,  absolutely  essential condition for performance of our
duties.

o The laws and  regulations  related  to  contracting  with  the  United  States
Government are far-reaching and complex, thus placing additional, more stringent
requirements  on Howmet.  As a company,  we will take a  leadership  position in
meeting these requirements.

o We monitor  compliance  and,  if  appropriate,  we  voluntarily  disclose  any
violations.

o Howmet  will  comply  fully and in good faith  with laws that  prohibit a wide
variety of activities  associated with business dealings in the U.S. and foreign
countries, including:

Antitrust Laws

o The objective of these laws is to promote fair competition in open markets. We
will not engage in any conduct with  competitors that tends to restrain trade or
reduce competition.

o When  doing  business  outside  the United  States,  we will  comply  with the
applicable  antitrust  laws of the  foreign  countries  and obtain  advice  from
Corporate Legal Counsel when issues arise under those laws.


<PAGE>


Page 20:

Our Relationship with Our Communities

Antiboycott Laws

o A boycott  occurs when one person,  group,  or country  refuses to do business
with certain other people or countries.  U.S.  antiboycott laws generally do not
allow U.S.  companies or their  subsidiaries to cooperate with any international
boycott unless it has been approved by the U.S. Government.
Import and Export Control Laws

o Howmet  will comply  with all Import and Export  Control  laws that govern the
movement of commodities  and technical data to and from the countries with which
we  conduct  business,  including  items  that are  hand-carried  as  samples or
demonstration units in luggage and disclosures in the U.S. to foreign nationals.

Foreign Corrupt Practices Act

o The Foreign Corrupt  Practices Act makes it illegal for a U.S.  company or any
of its worldwide subsidiaries or affiliates to pay money or make some other form
of bribe to any  government  official  worldwide  in  order  to  obtain  or keep
business.

o We will  comply  with the  Foreign  Corrupt  Practices  Act and  consult  with
Corporate Legal Counsel before making any payments allowed under the law.

We Cooperate Fully with Government Investigations

o In the event that Howmet is involved in a Government  investigation  regarding
the business practices of our company,  employees,  customers,  or suppliers, we
will cooperate fully.

We will not  alter  or  destroy  any  Company  documents  in  anticipation  of a
Government investigation.

We will not lie or make any misleading statements to any Government investigator
or  attempt  to cause  any  other  person to  provide  any  false or  misleading
information.

We Voluntarily Disclose Violations

o Howmet will promptly and fully disclose to the responsible federal authorities
substantiated violations of federal procurement law and instances of significant
employee   misconduct   affecting  or  influencing  the  company's   contracting
activities.

o If an agreement  with one of our  customers or suppliers is affected,  we will
make any necessary adjustments to the price or other terms and conditions of the
agreement to correct the violation.


<PAGE>


Page 21:

Our Compliance Program

Howmet has established a corporate-wide  organizational structure to coordinate,
implement,  and  monitor  compliance  with the Code of Ethics and  Standards  of
Business  Conduct as well as the  underlying  corporate  policies and procedures
that support it.

The Structure

o The Compliance  Program  structure  relies on open  communication  between the
Board of Directors, Management, Employees, the Howmet Compliance Council and its
designated Business Compliance Representatives.

The Compliance Council

o The Compliance  Council is made up of  representatives  from Human  Resources,
Finance, Contract Administration, Legal, Procurement, and Internal Audit, and is
chaired by a Compliance Officer selected from among the Council
members.

o The Council is responsible for:

acting as a communication  resource for all Howmet employees  whereby ethics and
compliance issues can be raised and questions answered in confidence.

coordinating the identification and resolution of ethics and compliance
issues in all business activities.

Employees

o Compliance  is, first and foremost,  the  individual  responsibility  of every
employee.  Howmet fosters an environment  where  employees can raise and discuss
ethical issues and concerns with supervisors without fear of retribution.

o However,  when an employee  wishes to seek  guidance on a particular  issue or
report a suspected  violation,  the Company has provided a systematic process to
handle such situations. In this way, the Compliance Program is yet another means
to preserve the integrity of each and every employee.

o Every  Howmet  employee  must comply with the letter and spirit of the Code of
Ethics and Standards of Business Conduct and with the policies and procedures of
the Company.

o Employees are encouraged to raise issues or report violations promptly
through any of the following:
      their direct reporting channels,
      the Business Compliance Representative,


<PAGE>


Page 22:

Our Compliance Program

      the Howmet Compliance Officer,

      any member of the Compliance Council, or

      the ALERTLINE.

Management

o Management  has a key  role in the  Compliance  Program  and is  expected  to
demonstrate a personal commitment to the Company's standards of behavior.

o Management will:

      ensure that employees under their  supervision  participate in appropriate
      compliance training.

      maintain  a work  environment  that  ensures  compliance  with the Code of
      Ethics and Standards of Business Conduct.

      use discretion and consider an individual's  character and behavior before
      appointing   that   individual   to  any   position   of   authority   and
      responsibility.

Business Compliance Representatives

o Management and the Compliance  Council have  identified a Business  Compliance
Representative  at  each  Howmet  location.  The  identification  of a  Business
Compliance  Representative provides another point of contact at the local level,
in addition to your management.

o The names and phone numbers of the  Representatives are identified at the back
of this book.

Customers, Suppliers, and Consultants

o We are  committed  to  ensuring  ethical  behavior  in  all  of  our  business
relationships  and will  welcome any  questions  or  compliance  issues from our
customers, suppliers, and consultants.

o Customers,  suppliers,  and  consultants  are encouraged to work through their
usual Howmet contacts,  or contact any of the individuals  listed in the back of
this book, or call the ALERTLINE.

o We will  address and resolve any  questions  or concerns  quickly,  fairly and
confidentially, without unfairly compromising our business relationships.


<PAGE>


Page 23:

Our Compliance Program

ALERTLINE

ALERTLINE  is a  toll-free  telephone  number  monitored  on a 24-hour  basis by
professional personnel trained to coordinate the processing of Howmet ethics and
compliance  questions  and  issues,  as well as  questions  pertaining  to laws,
regulations, or company policies.

o We protect  confidentiality  to the fullest extent appropriate or permitted by
Howmet policy or law.

o We will thoroughly research any question or concern until it is resolved.

o Employees who report their  concerns via the ALERTLINE (or  otherwise) in good
faith, will be protected from retaliation.

Our Corporate Policies

o No communication or monitoring system can ensure complete compliance.

o In the end, each of us must use good common sense and judgment in our personal
conduct.  Corporate  SPI's,  quality  manuals,  as well as plant and  department
procedures are designed to help us in that effort.

o In addition,  Howmet provides guidance for interpreting the Code of Ethics and
Standards  of  Business  Conduct.  Ask  your  supervisor,   Business  Compliance
Representative, any Compliance Council member, or call the ALERTLINE.

o Failure to comply with any  responsibilities  imposed under the Code of Ethics
and Standards of Business Conduct will result in appropriate disciplinary action
and may also require  company or individual  restitution,  or  reimbursement  or
referral to government authorities.

Do people  really get dismissed  for  violating  Howmet's  Standards of Business
Conduct?

Yes.  Howmet takes these  standards  very  seriously and will enforce them.  The
standards apply to everyone.  Any employee -- no matter what his or her level in
the corporation -- who has committed  theft or fraud against the company,  or is
found using or in possession of illegal drugs on company  property is subject to
immediate  dismissal.  In addition,  employees  may be dismissed for conflict of
interest violations, sexual harassment, or falsifying company records.




<PAGE>


Page 24:

Warning Signs

You May be On Thin Ethical Ice When You Hear...

"Well, maybe just this once..."
"No one will ever know..."
"It  doesn't  matter  how it gets done as long as it gets  done."
"It sounds too good to be true."
"Everyone does it."
"Shred that  document."
"We can hide it."
"No  one  will  get  hurt."
"What's  in it for  me?"
"This  will  destroy  the competition."
"We didn't have this conversation."
"Just between you and me..."

You can probably  think of many more phrases that raise  warning  flags.  If you
hear, or find yourself using any of these expressions,  take the following Quick
Quiz:

When In Doubt, Ask Yourself...

Are my actions legal?
Am I being fair and honest?
Will my action stand the test of time?
How will I feel about myself  afterwards?
How would it look in the newspaper?
Will I sleep soundly tonight?
What would I tell my child to do?

If you are still not sure what to do, ask... and keep asking until you are
certain you are doing the right thing.



<PAGE>


Insert:

Resource Directory

 (Howmet Logo)

ALERTLINE
(888) 234-2723

Compliance Officer - Karl Van Mill
(616) 894-7271

Business Compliance Representatives

Dover Casting                     Bob Bayles          (973) 328-2207
Dover Alloy                       Reginald Garret     (973) 328-8519
Morristown Casting Support        Ruby Glasscock      (423) 585-3070
Whitehall Operations              Amy Heisser         (616) 894-7328
Cleveland Operations              Rich Jackson        (216) 361-5229
Hampton Casting                   William J. Lennon   (757) 825-8487
LaPorte Casting                   Mark Robinson       (219) 325-7230
Winsted Machining                 Ron Tappan          (860) 738-5574
Turbine Components Corporation    Barbara Grandel     (203) 315-3826
Greenwich Corporate Office        Roland Paul         (203) 625-8770
Wichita Falls Casting             Lee Wood            (940) 851-2127
Howmet Aluminum Group             Jean Boucher        (450) 978-4002  Ext. 185

Howmet Compliance Council

Karl Van Mill     Director, Internal Audit and        (616) 894-7271
                  Compliance Officer
John Ritter       Senior Vice President and           (203) 625-8731
                  Chief Financial Officer
Roland Paul       Vice President, General Counsel     (203) 625-8770
Mike Malady       Vice President, Human Resources     (616) 894-7588
Jerry Tipton      Director, Procurement Services      (616) 894-7653
Fred Bassett      Group Controller, U.S. Operations   (203) 625-8746
Jeff Holmes       Compliance Liaison                  (616) 894-7414


Revised 5/99



<PAGE>


Inside Back Cover:

Blank



<PAGE>


Outside Back Cover:

(Photo)

Executive Offices
Howmet Corporation
475 Steamboat Road
Greenwich, CT 06836
203 661 4600

(Howmet Logo)



<PAGE>


                                    EXHIBIT B

                               HOWMET CORPORATION
              BUSINESS ETHICS INFORMATION AND EDUCATION PROGRAM

The Howmet Ethics and Compliance Office will develop, maintain, and
distribute tailored training modules.  These modules are targeted at (a)
management, sales and administrative functions, and (b) production and
operations.  The training will be flowed down at each location starting at
the General Manager level and facilitated by the employees' direct
supervisor.  All employees will sign a log attesting to their attendance and
understanding of the materials.
OUTLINE

1) BUSINESS ETHICS PROGRAM - BASICS                               20 MINUTES

   a) Howmet Code of Ethics and Standards of Business Conduct?      2 minutes
      i) Senior management support
      ii) Why was it created?
      iii) How was it developed?
      iv) Who does it apply to?

   b) Selected  Highlights  from the Code of Ethics and  Standards  5 minutes
      of Business Conduct booklet based on the composition of the
      audience.

   c) Government  Investigations and Voluntary Disclosures          3 minutes
      i) Employee and company role in any  investigations
      ii) Company commitment to full and timely voluntary disclosure
      iii) Administrative Agreement

   d) Structure of the Compliance Program                           3 minutes
      i) Compliance Council
      ii) Business Compliance Representatives
      iii) Responsibilities of Management and Employees



<PAGE>


   e) Communication methods for asking questions or raising issues  3 minutes
      i) Supervisor
      ii) Business Compliance Representative
      iii) Howmet Compliance Officer
      iv) Any member of Compliance Council
      v) ALERTLINE

   f) Consequences  of violating  the Code of Ethics and  Standards 4 minutes
      Business Conduct, laws and regulations, and company policies
      and procedures

2) BUSINESS ETHICS PROGRAM - CASES/APPLICATIONS                   40 MINUTES

   a) Facilitated session using scenarios tailored to the           25 minutes
      audience, taken from company and DII experiences, with
      multiple answers discussed, and preferred answer
      explained.  SEE BELOW FOR EXAMPLES OF DETAIL WITHIN EACH MODULE.

   b) Inviting  employees  to share  personal  experiences,         10 minutes
      ethical dilemmas in the workplace, potential compliance issues.

   c) Question and answer  session,  and brief quiz to assess        5 minutes
      level of understanding and highlight areas that need
      added emphasis in subsequent sessions.

   d) Feedback questionnaire at end of session.


<PAGE>


                                STATUS / SCHEDULE

1.    The  Compliance  Office  conducted  20-minute  basic ethics and compliance
      training  (simultaneous   English/French  presentation  for  Montreal  and
      English/Spanish  at City of Industry.  There were 955 employees  initially
      trained at Howmet Aluminum:

                            NO. TRAINED         % TRAINED              DATE
Montreal                            385               93%         Mar 24-26
City of Industry                    131               94%         Apr 27
Georgetown                          132               98%         Apr 15
Hillsboro                           130               97%         Apr 28-29
Bethlehem                           177               94%         Apr 13-14
                                    ---               ---
                                    955               94%

      Employees  who  were  absent  at the  time of the  initial  training  have
      received make-up training using the co-presenter of the original  training
      as the facilitators.
      Logs were maintained to document attendance.
2.    Additional  Business  Ethics  Program  case  application  training  (30-45
      minutes),  utilizing  the  tailored  modules,  will be  conducted in 1999.
      Beginning in 2000,  one-hour annual training  sessions will be provided to
      all Howmet  Aluminum  North America  employees,  covering both the program
      basics and case applications.
3.    All new employees  receive basic ethics program  training as part of their
      initial  orientation and during follow-up  sessions with their supervisors
      within two weeks of their employment start date.
4.    The  tentative  schedule  for  remaining  training  in 1999 is as follows.
      Specific location dates may be subject to change, but all training will be
      completed by December 1, 1999.
                                                      DATE
BETHLEHEM                                             AUGUST

      Management, sales and administrative
      Manufacturing and operations

MONTREAL                                              SEPTEMBER

      Management, sales and administrative
      Manufacturing and operations


<PAGE>



HILLSBORO                                             OCTOBER

      Management, sales and administrative
      Manufacturing and operations

CITY OF INDUSTRY                                      NOVEMBER

      Management, sales and administrative
      Manufacturing and operations

GEORGETOWN                                            NOVEMBER

      Management, sales and administrative
      Manufacturing and operations



<PAGE>




HOWMET NORTH AMERICA

      All North American Howmet Casting and support  operations will provide one
      hour of classroom  training  annually to all  employees.  The first year's
      training will commence in August 1999,  and be completed by mid-2000.  The
      approach will be the same as outlined for Howmet Aluminum Casting,  except
      that the training will be facilitated  by plant  management and the timing
      will be  established  locally as necessary to conform with the  completion
      date  commitment.  The Howmet  Ethics and  Compliance  Office will monitor
      training  activity and provide support necessary to ensure the training is
      completed on time.




<PAGE>



SAMPLE ISSUES THAT MAY BE ADDRESSED, BY MODULE

A.    GENERAL - ALL  SESSIONS
     o  Defining  "Ethics"  vs.  "Compliance"
     o  Government  investigations
     o  Conflicts  of  interest
     o  Quality
     o  Maintaining a safe and drug-free workplace
     o  Harassment in the workplace

B.    MANAGEMENT, SALES AND ADMINISTRATIVE
     o Improper payments
     o Gifts and gratuities
     o Safeguarding  the  property  of  others,  including  intellectual
            property
     o Obtaining  marketing data
     o Treating  suppliers  fairly
     o Regulatory awareness, e.g., import/export

C.    MANUFACTURING AND OPERATIONS
     o  Safeguarding company property
     o  Maintaining  accurate  and  complete   manufacturing   records
     o  Timekeeping
     o  Safety  and  environmental  concerns
     o  Flowdown  of customer requirements



<PAGE>


                                    EXHIBIT C

                    NEW HEIGHTS OF
                    EXCELLENCE
[Photograph]        ARE WITHIN YOUR REACH.

[Text superimposed
over photograph]:

ALWAYS
SET THE             [Photograph]
STANDARDS
HIGH
IN ETHICS
AND COMPLIANCE
                    HOWMET SETS THE STANDARDS HIGH IN ALL THAT WE DO
                    ACHIEVING OUR VISION OF CONDUCTING BUSINESS WITH
                    THE HIGHEST ETHICAL STANDARDS STARTS AND ENDS
                    WITH EACH OF US.
                    MAINTAINING THOSE STANDARDS REQUIRES OUR
                    PERSONAL COMMITMENT TO:

                    o   TREAT OTHERS WITH RESPECT, TRUST
                         HONESTY, FAIRNESS AND DIGNITY
                    o   OBEY THE LAW
                    o   NEVER TOLERATE UNETHICAL ACTIVITY
                    o   SEEK HELP WHEN NECESSARY

                    WHAT CAN YOU DO?

                        IF YOU SEE A PROBLEM, RAISE THE ISSUE

                              IF YOU HAVE QUESTIONS, SEEK HELP

                    WHAT ARE YOUR OPTIONS

                        TALK TO YOUR SUPERVISOR

                         CONTACT A COMPLIANCE REPRESENTATIVE

                              CALL THE TOLL-FREE HOWMET ALERTLINE

[HOWMET      HOWMET                                              1-888-234-2723
   LOGO]     CORPORATION                               AVAILABLE 24 HOURS A DAY



<PAGE>


                                    EXHIBIT D

                               HOWMET CORPORATION

                          GENERAL MANAGER'S CERTIFICATE



I, [name],  am employed as the General  Manager of the [name] facility of Howmet
Corporation.  As part of my  duties  as  General  Manager,  I  ensure  that  the
employees of the facility are familiar  with and  understand  Howmet's  Business
Ethics Program and Howmet Corporation's Code of Ethics and Standards of Business
Conduct  ("the  Code").   In  accordance  with  Howmet's  annual   certification
requirement,  I hereby  certify  that each  employee  of the  facility  has been
advised of the following information:


      1)    the content and application of Howmet's Business Ethics Program;


      2)    that strict adherence to the law, the Code, and the principles of
            Howmet's Business Ethics Program is a condition of employment; and


      3)    that Howmet will take disciplinary action,  including discharge, for
            any  violation  of law,  the Code,  the  principles  of the Business
            Ethics Program, or basic tenets of business honesty and integrity.





                                               _____________________________
                                                [name]





Date:



<PAGE>


                                    EXHIBIT E

                           HOWMET INTERNATIONAL, INC.
                                 AUDIT COMMITTEE


                                 JAMES R. MELLOR
Mr.  Mellor,  age 68,  is a member  of  Howmet  International,  Inc.'s  Board of
Directors,  and its Audit Committee. He was elected to the Board of Directors on
December 15, 1997.  Mr.  Mellor was Chairman of the Board of Directors and Chief
Executive  Officer of General  Dynamics  Corporation  from 1993 until June 1997,
when he retired.  Mr. Mellor joined  General  Dynamics in 1981 as Executive Vice
President,  Commercial  Systems and Corporate  Planning,  became  Executive Vice
President,  Marine,  Land Systems and International in 1986 and became President
and Chief Operating  Officer in 1990. He was President of AM International  from
1977 to 1981 and worked from 1958 to 1977 at Litton Industries in various senior
management positions,  ultimately as Executive Vice President.  He is a Director
of General Dynamics Corporation, Bergen Brunswig Corporation,  Computer Sciences
Corporation, Pinkerton's Inc., and USEC Inc.


                                 JAMES D. WOODS
Mr.  Woods,  age 67,  is a  member  of  Howmet  International,  Inc.'s  Board of
Directors,  and its Audit Committee. He was elected to the Board of Directors on
December  15, 1997.  Mr.  Woods is Chairman of the Board of  CONEMSCO,  Inc. and
Chairman  Emeritus of Baker  Hughes  Incorporated,  a provider  of products  and
services  for the oil,  gas,  wastewater  and  base  metals  industries.  He was
Chairman of the Board,  President  and Chief  Executive  Officer of Baker Hughes
Incorporated and its affiliated and predecessor companies, including holding the
position of Corporate Vice President - Finance from 1972 to 1975, Executive Vice
President and Director from 1977 to 1985, President, Chief Operating Officer and
Director from 1985 to 1986 and President,  Chief Executive  Officer and Director
from 1987 to 1997 at Baker International and Baker Hughes Incorporated.  He is a
Director  of  The  Kroger  Company,   Varco   International,   Inc.  and  Wynn's
International, Inc.


<PAGE>


                                    EXHIBIT F

                      ARTICLE 8 REPORTING SCHEDULE

FIRST REPORT DUE:             February 1, 2000

SECOND REPORT DUE:            August 1, 2000

REPORTS DUE EVERY SIX MONTHS THEREAFTER:
                        o     February 1, 2001

                        o     August 1, 2001

                        o     February 1, 2002

FINAL REPORT DUE:             July 1, 2002



<PAGE>


                                    EXHIBIT G

                               LETTER TO SUPPLIERS

Dear Sir:

            We are proud of our  relationship  with the many  suppliers who have
served Howmet Corporation and its subsidiaries throughout the years.

            Our business  associations  arose and will  continue to stand on the
basis of mutual respect. We value your goodwill,  your service, and your ability
to supply us with quality  materials  and supplies at fair prices.  We trust you
respect  our  integrity  and  independence,  which are  unencumbered  by special
interest and favoritism.

            In order to assure the integrity of our procurement  system,  Howmet
has a policy that  prohibits our employees  from  receiving  money or gifts from
suppliers or supplier's employees.  For this reason, we must insist that you and
your employees not provide gifts or gratuities of any kind (except  non-monetary
gifts  having a nominal or token value of $50 or less) to any employee of Howmet
or any of its subsidiaries. We have instructed those employees that they are not
authorized  to receive  gifts from  suppliers  or to give  anything  of value to
customers  with the nominal  exception  noted  above.  We do not object to light
refreshments,  such as coffee  and donuts at a business  meeting,  but  consider
meals to be precluded.

<PAGE>

            We  recognize  that our  standard is a strict one,  but have decided
that it is best to have a rule that is readily  communicated  and  understood by
both our employees and  suppliers.  If you have any questions  about the rule or
its implementation, please call the number below.

            Howmet  has  established  a  hotline   (1-888-234-2723)   to  enable
employees,   suppliers  and/or   subcontractors   to  provide   management  with
information  about any possible improper or illegal activity or to ask questions
concerning our standards for ethics and business conduct. Any calls will be held
in the strictest confidence, and callers need not identify themselves.

            Please  convey this policy  reminder to your  officers and employees
who deal with Howmet.
                                    Very truly yours,



                                    David Squier
                                    President



<PAGE>


                                    EXHIBIT H
[Howmet    HOWMET CORPORATION
   Logo]                                                    SPI      6110.01
                    CORPORATE                               Issued   07/30/99
           STANDARD POLICY INSTRUCTION                      Revision Original
                     MANUAL                                 Page     1 of 2
                        SUSPENDED OR DEBARRED INDIVIDUALS
         ADMINISTRATIVE RESPONSIBILITY: Vice President - Human Resources

  I.  PURPOSE/POLICY:

      Establish a procedure  to refrain  from hiring or actively  employing  any
      individual  who  currently  is  under  indictment,  convicted  of a  crime
      rendering the individual  ineligible for federal programs,  or listed by a
      federal agency as debarred, suspended, proposed for debarment or otherwise
      ineligible for federal programs.

II.   ORGANIZATIONS AFFECTED:

      All North American locations of Howmet Corporation and its subsidiaries.

III.  INSTRUCTIONS:

      A.   Howmet  and its  subsidiaries  shall not  knowingly  employ,  with or
           without pay, any individual who is under  indictment,  convicted of a
           crime rendering the individual  ineligible for federal  programs,  or
           listed  by a federal  agency as  debarred,  suspended,  proposed  for
           debarment or otherwise ineligible for federal programs.

      B.   "Individual" includes any person to be hired in any salaried,
           management, consulting or other capacity.

      C.   The relevant location shall make reasonable inquiries into the status
           of any potential  employee or consultant.  Such reasonable  inquiries
           shall  include,  at a  minimum,  a  review  of the  General  Services
           Administration's  ("GSA")  List  of  Parties  Excluded  from  Federal
           Procurement  or  Nonprocurement   Programs,   including  the  version
           maintained by GSA on its internet website (reference internet address
           HTTP://www.arnet.gov/epls).

      D.   This policy does not require  Howmet to terminate  the  employment of
           individuals who are indicted,  become suspended,  or are proposed for
           debarment   during  their  employment  with  Howmet  or  one  of  its
           subsidiaries.   They  will,  however,   remove  such  employees  from
           responsibility for or involvement with the company's federal programs
           until   resolution  of  such   indictment,   suspension  or  proposed
           debarment.

      E.   If any employee of Howmet or one of its  subsidiaries is charged with
           a criminal  offense  relating to business  or  otherwise  relating to
           honesty and integrity,  it will remove that employee immediately from
           responsibility  for involvement with the company's  federal programs.
           If the employee is convicted or debarred, Howmet policy requires that
           the employee will be terminated from employment with Howmet.

      F.   Any questions regarding interpretation of this policy are to be
           referred to Howmet's General Counsel

IV.   RELATED DOCUMENTS:

      A.   PPI 2.05, Suspended or Debarred Entities.

    - Denotes change from previous issue


<PAGE>


                                    EXHIBIT I

[Howmet  HOWMET CORPORATION                                 Policy   2.05
Logo]                                                       Issued   08/05/99
       PROCUREMENT POLICY AND INSTRUCTION                   Revision 2
                     MANUAL                                 Page     1 of 1
                                     DEBARRED/SUSPENDED SUPPLIERS
              Administrative Responsibility: Director, Procurement Services

    I.PURPOSE

      To establish the procedure for checking the Lists of Parties Excluded From
      Federal Procurement or Non-procurement Programs for
      debarred/suspended suppliers.

   II.POLICY

      It is the  policy  of  Howmet  Corporation  to  protect  the  government's
      interest  when  subcontracting  with  suppliers  debarred,   suspended  or
      proposed for debarment per FAR 52.209-6.

 III. INSTRUCTIONS

      A.  Debarred/Suspended Supplier Listing:

0         1.  Prior to placement of any purchase order in excess of $25,000
              the buyer must check the Lists of Parties Excluded From Federal
              Procurement or Non-procurement Programs pamphlet (reference
              Internet address http://epls.arnet.gov/epl/owa/epls.report_menu)
              to make sure that the selected supplier is not debarred or
              suspended from receiving such purchase orders.  The list is
              published on a monthly basis by the United States General Services
              Administration, Office of Acquisition Policy.  If the selected
              supplier appears in the listing, the buyer must follow the
              action as shown under the appropriate cause and treatment codes
              section of the listing.

   IV.RELATED DOCUMENTS

      None

    - Denotes change from previous issue




<PAGE>


                                    EXHIBIT J
                          Unallowable Cost Methodology
Article 24 of the Administrative  Agreement identifies categories of costs which
are  required  to  be  treated  as  unallowable.   Much  of  the  aforementioned
unallowable  costs are in the form of Howmet  salaried  employee  time  spent on
those  tasks  for  which  the  cost is made  unallowable  by the  Administrative
Agreement  (the  "Unallowable  Cost Tasks").  Capturing  this time is an onerous
task. There are many salaried  employees at numerous  locations  involved in the
Unallowable Cost Tasks.  Identifying each individual  involved and communicating
to each which are the Unallowable  Cost Tasks is a sizeable  undertaking.  Also,
Howmet does not have a reporting system that separately  identifies and collects
the tasks on which salaried employees spend their time. Consequently,  reporting
time spent on the  Unallowable  Cost Tasks  requires  the  creation of a new and
extensive reporting system. In summary, the mechanical effort (i) to communicate
which are the  unallowable  cost tasks to all  involved  and (ii) to capture the
time the  salaried  employees  spend on these  unallowable  tasks  would be very
time-consuming and disruptive. The cost, in the form of distraction and diverted
employee time, will be disproportionately high in comparison to the benefit. For
many  individuals the time spent to capture the unallowable time will exceed the
unallowable time itself.

Howmet  believes  that this  disproportionately  high cost can be avoided  while
still achieving the intent of the Administrative Agreement. Howmet proposed that
the Air Force and the company agree to an estimate of the  unallowable  salaried
employee time and other  unallowable  costs.  Howmet  developed a methodology to
estimate the costs and  presented it to the Air Force during our meeting on July
7, 1999.

The  methodology  and general  guidelines  for the  preparation  of the estimate
follow.

<PAGE>

1.    Specific  estimates will be prepared for each category of unallowable cost
      identified in the  Administrative  Agreement.  (Attachment A is a listing,
      and Attachment B is a detailed listing of section VIII of Attachment A.)

2.    Estimates  will be prepared by or under the  supervision  of the Corporate
      Controller or Director Internal Audit.

3.    In all  cases  estimates  will be  reasonable.  In  situations  where  the
      Corporate  Controller,  Director  of  Internal  Audit  or  their  designee
      determine a range of reasonable  estimates for an  Unallowable  Cost Task,
      the estimate used will be that at the high end of the reasonable range.

4.    For  those  individuals  who have or are  expected  to  spend  significant
      amounts of time on the Unallowable Cost Tasks:

      a)    Time will be estimated separately for each individual and by task.

      b)    Time will be converted to dollars based on the  individual's  salary
            plus  estimated  bonus plus fringe  rate.  (For the five most highly
            compensated  executives whose compensation exceeds $342,986 (the FAR
            ss.  31.205-6  allowable  maximum),  $342,986  will be used  for the
            compensation amount.)

5.    For some Unallowable  Cost Tasks:  (i) the implementors  have not yet been
      designated  or (ii) the  implementors  had or will have a small  amount of
      time dedicated to the Unallowable Cost Tasks. In these cases a general man
      hour  estimate will be prepared  rather than one on a specific  individual
      basis. Such estimates will be prepared as follows:

<PAGE>

      a.    Time will be estimated in the four general  categories  of employee:
            (i) plant general  manager level,  (ii) manager  level,  (iii) plant
            operator level, and (iv) administration assistant level.

      b.    Time will be  converted  to dollars  based on an  estimated  average
            salary, bonus and fringe rate for each general category.

5.    Attachment A is an example of the form of the  unallowable  costs  summary
      worksheet.

6.    Attachment  C is  an  example  of a  summary  of  workdays  spent  on  the
      Unallowable Cost Tasks.

7.    Attachment D is an example of a summary  accumulation of workdays spent by
      person (or general employee category) and by Unallowable Cost Task.

8.    Attachment  E is an example of a summary of workdays by person (or general
      employee category),  the respective salary,  bonus and fringe rate and the
      multiplication product of the two.



<PAGE>


                                                                    ATTACHMENT A
                           UNALLOWABLE COST WORKSHEET
                                                                    ($000)
                                                                1999   2000-2002
                                                                ----   ---------
I.   Air Force cost reimbursement

II.  Outside party costs related to kickbacks
         -  McCarthy Tetrault (attorney)
III. Potential payments re:  anti kickback statute
     Fees or penalties related to the other Cercast matters at
     issue

IV.  All salary,  bonus,  fringe benefits and severance or early
     retirement incentive payment costs of Christian Vincent and
     Elmond Armorer expensed in 1999

                    - and -

     All salary, bonus, fringe benefits, and severance or early
     retirement incentive  payments  paid to other  employees
     released  from  Howmet as a results of the wrong doing at
     issues

V.   McKenna & Cuneo fees to prepare for the meeting with the
     Air Force and to negotiate and prepare the Administrative
     Agreement

VI.  Fees of independent reviewer (Vinson & Elkins) for review of
     Cercast's participation in Howmet's Business Ethics Program

VII. Audit Committee fees & expenses

VIII.Internal man hour costs related to:
      1. criminal or civil investigation
      2. negotiating fines or penalties
      3. preparation for and attending meetings with the
         Air Force and responding to Air Force inquiries
      4. preparing the Administrative Agreement
      5. performing and administering the Administrative
         Agreement
      6. bring Howmet's self-governance, compliance and/or
         ethics program to a level acceptable to the Air Force
      7. cost of "kickback" investigation
      8. cost of DCIS investigation
      9. cost of Audit Committee presentations before
         the effective date of the Administrative Agreement
      10.cost to search for and investigate quality and ethics
         issues at Cercast plants
      11.disclosures to customers and related customer follow-up
         meetings
      12.customer meetings to resolve issues and settlements
IX.  Travel & expenses

X.   Other costs (includes training materials, foreign
     translation, printing
      Less: training, etc. re: European and Japanese sub.

*  includes only those costs unallowable after 1999.

UCWorksheet:M2

<PAGE>


Admin.                                                            ATTACHMENT B
AGREE.                                                            PG. 1 OF 3
ARTICLE #
         UNALLOWABLE COSTS:

24a.2 1. Cost of a criminal or civil investigation

24b.3 2. Cost of fines or penalties related to the "Cercast matters at issue"

24a.3 3. Cost to prepare for and attend any  meetings  with the Air Force and
         responding to Air Force inquiries related to "Cercast matters at issue"

      4.  Cost to prepare the Administrative Agreement

24a.3 5.  Cost  to  perform  and  administer  the  terms  of the  Administrative
      Agreement, including:

4.          (i) cost to institute "preferred supplier programs" designed to rate
            perspective   subcontractors   and   suppliers   for   quality   and
            performance, and to assign an enhanced priority to such entities for
            having instituted compliance and value based ethics programs.

6.          (ii) The General Manager of each Howmet facility is required to make
            an  annual   certification.   The  cost  of  the   certification  is
            unallowable.  This  unallowable  cost is the cost to  implement  and
            prepare the annual certification  attesting that the General Manager
            has personally  advised,  or has arranged for and verified that each
            employee had been advised, of the following:
              (a) the content and application of the Business Ethics Program.
              (b) strict adherence of the law, the Code of Ethics and
               Standards of Business  Conduct  ("the  Code") and  principles  of
               the Business Ethics Program, is a condition of employment.
              (c) Howmet will take disciplinary action,  including  discharge,
               for any violation of law, the Code,  the  principle,  of the
               Business Ethics Program or basic tenets of business honesty and
               integrity.

8.          (iii) cost of the  Cercast  President's  written  reports to the Air
            Force describing measures taken by Cercast to implement the Business
            Ethics  Program  and to ensure  compliance  with the  Administration
            Agreement. (Cercast ONLY)

8.f.        (iv) - cost of  reporting to the Air Force (1) all calls made to
            the toll free line  pertaining to Cercast,  (2) any instances of
            suspected  misconduct involving Cercast brought to the attention
            of Management through any channels. (Cercast ONLY)
                 - cost of investigation, corrective action, disciplinary
                   action, and follow-up.  (Cercast ONLY)

10.         (v)  cost of notifying Air Force of any legal proceedings
            involving Howmet of the nature described in para.10 of the
            Administrative Agreement.

11.         (vi) cost of  preparing  for and  attending  a meeting  between  the
            President of Howmet and the  Director of internal  Audit and the Air
            Force to discuss the status of implementation of the  Administrative
            Agreement and the Business Ethics Program. Such meeting to occur 5 -
            7 months after the effective date of the Administrative Agreement.

12.         (vii) - cost of independent  reviews of Cercast's  participation
            in Howmet's Business Ethics Program.
              - cost of implementing any changes resulting from such review.


<PAGE>


ADMIN.                                                      ATTACHMENT B
AGREE.                                                      PG. 2 OF 3
ARTICLE #

12.         (viii) - cost of a second  review of  Cercast's  participation  in
              Howmet's Business Ethics Program.

            - cost of implementing any changes resulting from such review.

13.         (ix)  cost of the  Internal  Audit  organization  to  audit  Cercast
            (Cercast ONLY) for compliance with the Administrative  Agreement and
            Howmet's self-governance programs.

15.         (x) cost of reports of suspected  misconduct at the Cercast facility
            (Cercast  ONLY);  cost of  investigation;  cost of notifying the Air
            Force; cost of corrective action.

16.         (xi) - cost of establishing an independent  quality  assurance group
            that does not report to director of production at Cercast.

17.         (xii)    cost of letters to all Howmet suppliers and subcontractors
            re:  Howmet's commitment to integrity, no gifts from suppliers,
            etc.

18.         (xiii) - cost to establish a procedure to carryout Howmet's policy
            to not employ, with or without pay, any individual under
               ---
              indictment for, or convicted of, a crime rendering them
              ineligible for Federal programs or listed by a Federal Agency
              as debarred, suspended, or otherwise ineligible for Federal
              programs.  The procedure shall require reasonable inquiry into
              the status of any potential employee or consultant.  Such
              reasonable inquiry will include, at a minimum, a review the
              General Services Administration List of Parties to Exclude from
              Federal Procurement and Non-Procurement Programs, as maintained
              by GSA on its Internet website.

            - cost to inform Air Force of resulting personnel actions. AFTER THE
              FIRST REVIEW, THE COST OF ONGOING MONITORING IS ALLOWABLE.

19.   (xiv) - cost to establish a procedure to carryout Howmet's policy to
              not form a contract with, purchase from, or enter into any
              ---
              business entity that is listed by a federal agency as debarred,
              suspended for proposed for debarment.  The procedure shall
              require reasonable inquiry into the status of any potential
              business partner.  Such reasonable inquiry will include, at a
              minimum, a review of  the General Services Administration's
              List of Parties Excluded from Federal Procurement or
              Non-Procurement Programs, including the version maintained by
              GSA on its Internet website.

            - Notwithstanding  the above,  the Cercast  President  may determine
              that there is a compelling  reason to deal with such persons.  The
              cost of  identifying  such  persons,  documenting  the  compelling
              reasons for dealing with them,  and  communicating  the actions to
              the Air Force are  UNALLOWABLE  THE FIRST TIME Cercast  performs a
              search  for such  persons.  AFTER  THE FIRST  SEARCH,  THE COST OF
              ONGOING MONITORING IS ALLOWABLE.

24.a.    6. Cost to bring Howmet's  self-governance,  compliance,  and/or ethics
         program to a level acceptable to the Air Force, including:

3.a.     (i)  cost of Program Ethics Office

3.b.     (ii)  - cost to circulate the written Code of Ethics and
              Standards of Business Conduct ("the Code") to all employees.

               - cost  to  obtain  each  employee's   signature  on  a  register
              of acknowledgement stating that he or she has read and understands
              the Code.

3.c.     (iii) - cost to institute an information and education
             program to assure that all employees are aware of (1) all
             applicable laws, regulatory, and standards of



<PAGE>


ADMIN.                                                            ATTACHMENT B
AGREE.                                                            PG. 3 OF 3
ARTICLE #
             business conduct that employees are expected to follow, and (2) the
             consequences,  to both the employee and the company that will ensue
             from any violation of such measures.
             - cost of the initial hour of live, compliance training for each
             employee for (1) and (2)  above,  and  for the  Business  Ethics
             Program  in general.

3.d.     (iv) cost to prepare all written material and training for
              employees in English and French.

3.e.     (v)  - cost to install a toll-free, dedicated telephone number for
            confidential calls reporting suspected misconduct or for asking
            questions related to business ethics or business conduct at
            Howmet.
              - cost of posting in prominent places, accessible to each
            employee, notice of the toll free number, inviting confidential
            calls, and stating the Howmet commitment to comply with all laws
            and regulations.
              - cost of posting a "Hotline" poster prepared by the Inspector
            General of the Department of Defense providing phone numbers to
            report fraud, waste, abuse and/or security violations.

3.f.    (vi)  cost to  institute  a  policy  prohibiting  giving  any  gift,
          gratuity,  meal,  refreshment  or  entertainment  to any  Government
          employee.

5.     (vii)  - cost to inform  all  managers  and  supervisors  of their
                responsibilities for  the  promotion  of  and  adherence  to the
                Business Ethics Program.
              - cost to  establish  promotion  and  adherence  to the  Code
                as an element of each Cercast manager's and supervisor's annual
                written  performance standard.

28.   (viii)  cost of notifying all Cercast employees of (a) the facts and
              substance of the Administrative  Agreement, (b) the nature of the
              wrongdoing  leading to the  Administrative  Agreement, and (c) the
              importance  of  each  employee's abiding  by  the  terms  of  the
              Administrative Agreement and all requirements of law, regulations,
              and Howmet policies and procedures.

7.      (ix)  - cost of the Audit Committee of the B.O.D. to maintain and
              update the Code for Howmet.
              - cost of  Director of Internal  Audit and  Management  to
              report to the Audit  Committee  not less than three  times a year
              regarding Cercast's   Business  Ethics  Programs  and  compliance
              with the Administrative Agreement.

7.    Cost of "kickback" investigation and corrective action

8.    Cost of the DCIS investigation

9.    Cost of Audit Committee presenting before the effective date of the
            Administrative Agreement

10.   Searching for and investigating quality and ethics issues at the
            Cercast plants

11.   Disclosures to customers and related customer meetings

12.   Customer meetings to resolve issues and settlements



<PAGE>
Attachment C
<TABLE>
<CAPTION>


                                                                                 Days Spent on the Following Unallowable Cost Areas




                 1    2    3    4    5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii)  5(viii)  5(ix) 5(x) 5(xi) 5(xii) 5(xiii) 5(xiv) 6(i)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>  <C>  <C>  <C>   <C>  <C>   <C>    <C>   <C>  <C>   <C>     <C>      <C>   <C>  <C>   <C>    <C>     <C>    <C>






   Howmet       -    -    -    -     -    -     -      -     -     -     -      -        -     -    -     -       -      -       -




   Cercast      -    -    -    -     -    -     -      -     -     -     -      -        -     -    -     -       -      -       -





 TOTAL DAYS     -    -    -    -     -    -     -      -     -     -     -      -        -     -    -     -       -      -       -
------------------------------------------------------------------------------------------------------------------------------------



                                                                                        Att C



                                                                                               TOTAL
            6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii)  6(ix)  7    8   9     10  11  OTHER  DAYS
-----------------------------------------------------------------------------------------------------
<S>         <C>   <C>    <C>   <C>  <C>   <C>    <C>      <C>    <C>  <C> <C>  <C>  <C> <C>    <C>

   Howmet    -     -      -     -    -     -      -        -      -    -   -    -    -   -      -







   Cercast    -     -      -     -    -     -      -        -      -    -   -    -    -   -      -







 TOTAL DAYs   -     -      -     -    -     -      -        -      -    -   -    -    -   -      -
------------------------------------------------------------------------------------------------------------------------------------


</TABLE>


<PAGE>


Attachment D
<TABLE>
<CAPTION>


Howmet Employees (excluding Cercast)


                                                                                 Days Spent on the Following Unallowable Cost Areas



                            1     2     3     4   5(i) 5(ii) 5(iii) 5(iv) 5(v)  5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>   <C>   <C>   <C>  <C>  <C>   <C>    <C>   <C>   <C>   <C>    <C>     <C>   <C>  <C>   <C>    <C>


President                  -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

      Admin Asst           -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -


VP - Operations            -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

VP - Planning              -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

VP - CFO                   -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Controller                 -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

U.S. Group Controller      -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

      Admin Asst           -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -


VP General Counsel         -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Asst General Counsel       -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

      Admin Asst           -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -


Director - Procurement     -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Corporate Purch Mgr        -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

      Admin Asst           -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -


Dir. - Int. Audit & Compl. -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Compliance Liaison         -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Staff Auditor              -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

      Admin Asst           -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -


VP Human resources         -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Dir. - Comp. & Benefits    -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Other                      -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

      Admin Asst           -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -


Dir. of Quality Assurance  -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

Level III                  -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

      Admin Asst           -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -


Employees, not specified   -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

       Plant GM level      -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

       Manager level       -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

       Plant Operator Level-     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -

       Admin. level        -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -



   TOTAL DAYS              -     -     -     -    -    -     -      -     -     -     -      -       -     -    -     -      -
------------------------------------------------------------------------------------------------------------------------------------





                                                                                                                    Att. D, p1 of 3

                                                                                                                     12     TOTAL
                          5(xiv) 6(i)  6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7    8     9    10   11  & Norris DAYS
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>   <C>   <C>   <C>    <C>   <C>  <C>   <C>    <C>     <C>   <C>  <C>   <C>  <C>  <C>   <C>    <C>


President                  -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

      Admin Asst           -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


VP - Operations            -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

VP - Planning              -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

VP - CFO                   -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Controller                 -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

U.S. Group Controller      -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

      Admin Asst           -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


VP General Counsel         -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Asst General Counsel       -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

      Admin Asst           -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


Director - Procurement     -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Corporate Purch Mgr        -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


      Admin Asst           -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


Dir. - Int. Audit & Compl. -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Compliance Liaison         -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Staff Auditor              -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

      Admin Asst           -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


VP Human resources         -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Dir. - Comp. & Benefits    -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Other                      -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

      Admin Asst           -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


Dir. of Quality Assurance  -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

Level III                  -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

      Admin Asst           -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -


Employees, not specified   -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

       Plant GM level      -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

       Manager level       -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

       Plant Operator Level-     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -

       Admin. level        -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -



    TOTAL DAYS             -     -     -     -      -     -    -     -      -       -     -    -     -    -    -     -      -
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>






<TABLE>
<CAPTION>

                                                                                                    1999

------------------------------------------------------------------------------------------------------------------------------------
Cercast Employees                                                               Days Spent on the Following Unallowable Cost Areas
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                            1     2     3     4    5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>   <C>   <C>   <C>   <C>  <C>   <C>    <C>   <C>   <C>   <C>    <C>     <C>   <C>   <C>   <C>    <C>

President                   -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -


VP - Operations             -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

CFO/Dir of Admn Svc         -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

Controller                  -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

Other                       -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Admin Asst          -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

Sales Mgr.                  -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Plant Mgr.          -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Controller          -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Quality Mgr.        -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Quality Supv.       -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Quality Staff       -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Accountant          -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Sales               -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

Employees, not specified

        Manager Level       -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Plant Operator Level-     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Admin Asst. Level   -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Quality Support     -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

BETHLEHEM

        Plant Mgr.          -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Controller          -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Quality Mgr.        -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Quality Mgr.        -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Metallurgist        -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Sales Mgr.          -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

Employees, not specified

        Manager Level       -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Plant Operator Level-     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

        Admin Asst. Level   -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -



Subtotal pg 1               -     -     -     -     -    -     -      -     -    -      -      -       -     -     -     -      -

                                                                                                                     Att. D, p2of3

                                                                                                                        12    TOTAL

                            5(xiv) 6(i)  6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii)   6(viii) 6(ix) 7    8    9   10   11   & Norris DAYS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>    <C>   <C>   <C>    <C>   <C>   <C>   <C>     <C>     <C>  <C>  <C>  <C>  <C>  <C>    <C>    <C>
President                   -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -


VP - Operations             -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

CFO/Dir of Admn Svc         -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

Controller                  -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

Other                       -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -
        Admin Asst          -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

Sales Mgr.                  -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -


        Plant Mgr.          -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Controller          -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Quality Mgr.        -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Quality Supv.       -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Quality Staff       -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Accountant          -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Sales               -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

Employees, not specified

        Manager Level       -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Plant Operator Level-      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Admin Asst. Level   -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Quality Support     -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

BETHLEHEM

        Plant Mgr.          -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Controller          -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Quality Mgr.        -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Quality Mgr.        -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Metallurgist        -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Sales Mgr.          -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

Employees, not specified

        Manager Level       -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Plant Operator Level-      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

        Admin Asst. Level   -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -




Subtotal pg 1               -      -     -     -      -     -     -     -       -       -    -    -    -    -    -      -      -

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
Cercast Employees                                                                Days Spent on the Following Unallowable Cost Areas
------------------------------------------------------------------------------------------------------------------------------------


                            1     2     3     4    5(i)  5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii)5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>   <C>   <C>   <C>  <C>   <C>   <C>    <C>   <C>  <C>   <C>    <C>    <C>   <C>  <C>   <C>    <C>


HILLSBORO

        Plant Mgr           -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

       Controller           -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Quality Mgr.        -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

Employees, not specified

        Manager Level       -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Plant Operator Level-     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Admin Asst. Level   -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

CITY OF INDUSTRY

        Plant Mgr.          -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Quality Mgr.        -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

Employees, not specified

        Manager Level       -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Plant Operator Level-     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

CIRAL

        Plant Mgr.          -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Quality Mgr.        -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Tech Director       -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

Employees, not specified

        Manager Level       -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Plant Operator Level-     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

GEORGETOWN

        Plant Mgr.          -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Quality Mgr.        -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Quality Engineer    -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

Employees, not specified

        Manager Level       -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Plant Operator Level-     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

        Admin Asst. Level   -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

GENERAL

Employees, not specified

      Plant GM level        -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

      Manager level         -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

      Plant Operator Level  -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -

      Admin. level          -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -


Ethics Program Trainees     -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -




  Subtotal pg 1             -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -



Total                       -     -     -     -    -     -     -      -     -    -     -      -      -     -    -     -      -
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                 Att. D, p3of3

                                                                                                                         12    TOTAL
                            5(xiv) 6(i)  6(ii) 6(iii) 6(iv)  6(v)  6(vi) 6(vii) 6(viii) 6(ix) 7    8     9    10   11  & Norris DAYS
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>    <C>   <C>   <C>    <C>    <C>   <C>   <C>    <C>     <C>   <C>  <C>   <C>  <C>  <C>   <C>    <C>

HILLSBORO

        Plant Mgr.          -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Controller          -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Quality Mgr.        -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

Employees, not specified

        Manager Level       -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Plant Operator Level-      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Admin Asst. Level   -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

CITY OF INDUSTRY

        Plant Mgr.          -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Quality Mgr.        -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

Employees, not specified

        Manager Level       -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Plant Operator Level-      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

CIRAL

        Plant Mgr.          -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Quality Mgr.        -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Tech Director       -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

Employees, not specified

        Manager Level       -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Plant Operator Level-      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

GEORGETOWN

        Plant Mgr.          -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Quality Mgr.        -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Quality Engineer    -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

Employees, not specified

        Manager Level       -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Plant Operator Level-      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

        Admin Asst. Level   -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

GENERAL

Employees, not specified

      Plant GM level        -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

      Manager level         -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

      Plant Operator Level  -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

      Admin. level          -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -


Ethics Program Trainees     -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -




  Subtotal pg 1             -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -



Total                       -      -     -     -      -      -     -     -      -       -     -    -     -    -    -     -      -

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

Attachment E
<TABLE>
<CAPTION>

                                                                                          Attach. E

Howmet Emoloyees (excluding Cercast)

                                                                          TOTAL
                                                                          DAYS     RATE     EXTENDED
<S>                                                                       <C>      <C>      <C>
President
      Admin Asst

VP - Operations
VP - Planning
VP - CFO
Controller
U.S. Group Controller
      Admin Asst

VP General Counsel
Asst General Counsel
      Admin Asst

Director - Procurement
Corporate Purch Mgr.
      Admin Asst

Dir. - Int. Audit & Compl.
Compliance Liaison
Staff Auditor
      Admin Asst

VP Human resources
Dir. - Comp. & Benefits
Other
      Admin Asst

Dir. of Quality Assurance
Level III
Other
      Admin Asst

Employees, not specified
       Plant GM level
       Manager level
       Plant Operator Level
       Admin. level



                                                                TOTAL

----------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>

                                                                                                        p1of2
Cercast Employees

                                                                          TOTAL
                                                                          DAYS     RATE     EXTENDED
<S>                                                                       <C>      <C>      <C>
President

VP - Operations
CFO/Dir of Admn Svc
Controller
Other
        Admin Asst
Sales Mgr.
MONTREAL
        Plant Mgr.
        Controller
        Quality Mgr.
        Quality Supv.
        Quality Staff
        Accountant
        Sales
Employees, not specified
        Manager Level
        Plant Operator Level
        Admin Asst. Level
        Quality Support
BETHLEHEM
        Plant Mgr.
        Controller
        Quality Mgr.
        Quality Mgr.
        Metallurgist
        Sales Mgr.
Employees, not specified
        Manager Level
        Plant Operator Level
        Admin Asst. Level

                                                   total, p.1


----------------------------------------------------------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>


                                                                                                       p2of2
Cercast Employees


                                                                          TOTAL
                                                                          DAYS     RATE     EXTENDED
<S>                                                                       <C>      <C>      <C>
HILLSBORO
        Plant Mgr.
        Controller
        Quality Mgr.
Employees, not specified
        Manager Level
        Plant Operator Level
        Admin Asst. Level
CITY OF INDUSTRY
        Plant Mgr.
        Quality Mgr.
Employees, not specified
        Manager Level
        Plant Operator Level
CIRAL
        Plant Mgr.
        Quality Mgr.
        Tech Director
Employees, not specified
        Manager Level
        Plant Operator Level
GEORGETOWN
        Plant Mgr.
        Quality Mgr.
        Quality Engineer
Employees, not specified
        Manager Level
        Plant Operator Level
        Admin Asst. Level
GENERAL
Employees, not specified
      Plant GM level
      Manager level
      Plant Operator Level
      Admin. level

Ethics Program Trainees

                                                                  p1
                                                                total


----------------------------------------------------------------------------------------------------------------
</TABLE>