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	10.24	 	Pechiney Supplemental Pension Plan, dated 8 August 2003, as amended and
restated.





Cancels and supersedes the bylaw of 8/08/2003




PECHINEY GROUP



SUPPLEMENTAL PENSION PLAN



BYLAW




Section 1 — Principles



This bylaw set outs the conditions for the application, effective June 1, 2004, of the Pechiney
Group pension plan for beneficiaries who meet all the conditions set forth in Sections 3, 4 and 8
at the time of their retirement.




Section 2 — Participating companies



“Pechiney Group”, hereafter called “the Group”, means the company “Pechiney” and its direct or
indirect French subsidiaries that have subscribed to this bylaw.



“Participating companies” to the plan, at its effective date, are included in the list appended to
this bylaw.



Subsequently, companies requesting to participate in the present plan and which are approved by the
executives of Pechiney shall become “participating companies”.



If a participating company ceases to belong to the Group, the present benefits of retired
participants and the future benefits of non-retired participants shall be governed by the
provisions of Section 9.




Section 3 — Participants



The Participants are executives who had served as members of the Executive Committee until December
16, 2003.




Section 4 — Condition of eligibility



1/ Eligibility for the benefits of the plan set up by this bylaw shall be established only at the
time of retirement of each Participant.



To be eligible, a participant must meet each of the following conditions precedent:





	 	–	 	end his/her professional career within one of the participating companies;
	 
	 	–	 	be at least sixty years of age and be able to claim full commutation of the French
social security old age pension and the AGIRC/T2 and ARRCO pensions;




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	 	–	 	have served at least two years on the Executive Committee;
	 
	 	–	 	have his/her French social security old age pension and all supplemental pension
entitlements commuted;
	 
	 	–	 	not be eligible for any other of the Group’s pension plans, such as the IPC, ACR, MSA
or SAD.




The earliest age of eligibility for the plan is the Participant’s 60th birthday,
provided the Participant can establish that he or she is entitled to claim full commutation of the
French social security, AGIRC/T2 and ARRCO retirement pensions.



However, depending on its organizational needs, Pechiney may, for a limited period, allow total or
partial benefits under this plan as of age 60 for Participants who commute their pension benefits
but are unable to justify the number of quarters necessary for application of the full rate.



In case of departure after the 65th birthday, entitlement shall be considered effective
on the first day of the calendar month immediately following the effective date of departure from
the Group.




Section 5 — Reference pay



The reference pay used for calculating pension entitlements shall be the aggregate of the gross
annual base salaries paid to the Participant by all participating companies of the Group or by
other companies for which he or she acts on behalf of the Group, before any tax or social
deductions, plus any bonus that may have been paid for the relevant years.



The reference pay shall be calculated on the average of the gross annual full-time pay so
determined for the final years prior to the commutation of the retirement benefits, up to a maximum
of five years. In cases of incomplete or part-time reference years, the reference pay shall first
be established on an annual basis at the full rate.



Each nominal, fixed or variable annual or annualized pay used for the calculation of these averages
shall first be adjusted proportionately to the average change in the value of the AGIRC pension
point for each relevant year, in relation to the value of this point at the time of the
Participant’s eligibility.




Section 6 — Pension amount



The pension amount shall be equal to 65% of the reference pay, provided such reference pay is less
than ten times the contribution ceiling of the French general social security old age pension plan.



For any reference pay exceeding this ceiling, the pension amount shall decrease linearly according
to the following formula:




	 	 	 	 	 
	Pension amount (%) = 65 – 1.5

	 	Reference pay
 

Social security ceiling
	 	–10





up to a minimum of 50% from a total pay equal to twenty times the contribution limit of the
above-mentioned general plan.



In any event, the supplement that would possibly be due may not exceed 35% of the said reference
pay as long as the aggregate of the pension benefits remains greater than 50% of the same reference
pay.




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In case of significant changes in the method of setting the ceiling for the French social security
old age pension, the necessary adjustments shall be made to maintain the relative level of the
pension amount, as determined on the effective date of this plan.




Section 7 — Deductible pensions



The purpose of this plan is to provide a supplemental pension to executives who meet the conditions
set forth in Sections 3 and 4, up to the limits stipulated in Section 6, and taking into account
all other pension entitlements vested both in the service of the Group and from any prior
professional activity.



To this end, the Participant shall provide, failure to do so will result in forfeiture of the
rights, all documents justifying all his/her other pension, retirement and annuity entitlements
vested on the effective date of this plan, for his/her entire professional career.



The amounts taken into account shall include all pension entitlements vested prior to the
Participant’s entry into the Group.




Section 8 — Specific provisions in case of departure of the Participant at the company’s
initiative before the Participant commutes his/her basic pension entitlements (Social Security,
AGIRC/T2 and ARRCO)



1) In case of departure at the company’s initiative (except in case of dismissal for serious
offence or gross negligence), the pension benefits shall also be maintained for participants who
may not be able to claim full commutation of their basic pension entitlements (social security,
AGIRC/T2, ARRCO), under the following conditions:



A/ Departure at or after age 60:

No early retirement factor shall be applied.



B/ Departure between age 55 and age 60:

The following factors shall be applied to the pension amount determined in Section 6:




93% between the 59th and the 60th birthday

86% between the 58th and the 59th birthday

79% between the 57th and the 58th birthday

71% between the 56th and the 57th birthday

64% between the 55th and the 56th birthday



2) In the event of dismissal occurring no later than December 15, 2004, the scale applicable to the
pension amount determined in Section 6 shall be as follows:



A/ Departure at or after age 60:

No early retirement factor shall be applied.



B/ Departure between age 55 and age 60:

The following factors shall be applied to the pension amount determined in Section 6:




100% between the 57th and the 60th birthday

93% between the 56th and the 57th birthday

86% between the 55th and the 56th birthday



The reference pay shall be calculated over five years as if the Participant had continued his/her
career for three more years in the Group, using:





	–	 	the base pay of the penultimate year of service and four times the base pay for the final
year;




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	–	 	a bonus calculated on the basis of bonuses actually paid in respect of the last two years of
service and 70% of the maximum bonus calculated on the basis of the base pay for the final
year of service in respect of the other three years.




3) The amount of the pensions, annuities and retirement benefits contemplated in Section 7 and
taken into account in calculating the deferred benefits payable by the Group shall be established
on the date of commutation of the entitlements vested in respect of the Participant’s professional
activity.




Section 9 — Transfer of a participating company by the Group



Unless provided otherwise in the deed of transfer, when a participating company ceases to be part
of the Group, the pension obligations undertaken by the Group shall be transferred to the
transferred participating company.



However, the Group may stipulate that it may retain some of the obligations, limited strictly to
the prorated number of full calendar years of service for participants in the Group in relation to
the number which they would have had at the age of eligibility for the plan if the participating
company had continued to be part of the Group. In such case, the following terms shall apply:



- Plan beneficiaries who are still in service on the date of transfer may only claim from the Group
the said prorated entitlements vested until the date of transfer, provided they end their careers
within the transferred company. The reference pay shall be calculated according to the provisions
of Section 5, based on the years of service immediately prior to the transfer, and the adjustments
set forth in the last paragraph of the afore-mentioned Section shall be applied over the period
running from the date of transfer to the date of eligibility.



- The amounts of pensions, annuities and retirement benefits described in Section 7 and taken into
account in calculating the deferred benefits payable by the Group shall be established on the date
of commutation of the pension benefits vested from the Participant’s professional activity until
the date on which the transferred company ceased to be part of the Group.



- The supplemental pensions and reversionary annuities that are accruing on the date of the
transfer shall continue to accrue, subject to the conditions set forth in this bylaw.



If, following a reorganization that affects the structure of the Pechiney Group, the beneficiary
continues his/her career in a company which is no longer under the control of Pechiney (as defined
in Section 3 of Council Regulation (EEC) No. 4064-89 on the control of concentrations between
corporations), Pechiney shall still remain joint and several guarantor of the obligations
undertaken on its behalf under this bylaw.




Section 10 — Reversionary pension benefits



Reversionary pension benefits shall be paid to the spouse or to the dependent children of a
deceased retiree, up to the maximum of the supplement necessary to bring all their reversionary
pension benefits to the level stipulated in Section 11.



Reversionary pension benefits shall be paid to the surviving spouse under the following cumulative
conditions:





	 	–	 	the marriage took place at least two years before the effective date of the
pension plan;
	 
	 	–	 	the surviving spouse can claim the reversionary annuity of the AGIRC pension
plan.




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In the event of remarriage, the reversionary allowance shall be cancelled.



In the event of divorce, the reversionary pension benefits shall be paid under the following
conditions:



	 	a)	 	When the Participant, upon his/her death, leaves behind a divorced ex-spouse
who has not remarried, the pension shall revert to the ex-spouse, prorated according
to the duration of the dissolved marriage in relation to the insurance period covered
by the social security old age pension plan, except when the duration of such marriage
was less than two years. The reversionary pension may not, in any event, be greater
than the rate stipulated in Section 11§A.
	 
	 	b)	 	When the Participant, upon his/her death, leaves behind a spouse and one or
more divorced and non-remarried ex-spouses, the entitlements of these ex-spouses,
calculated according to the duration of their marriage in relation to the total
duration of the Participant’s marriages, shall be granted after deducting those of the
spouse.





In both of the above-mentioned cases, the amount of the deductible benefits described in Section 7
for each beneficiary shall be equal to the portion of the reversionary benefits due to them from
external retirement plans (French social security, ARRCO, AGIRC,
etc.).


If there is no surviving spouse, a reversionary pension shall be granted to each dependent child
under the age of 18 or under the age of 26 if the child is a regular student, or without age limit
if the child is disabled, but subject to deduction of the allowance for adults with a disability.



Section 11 — Reversion rate for the pension benefits





	 	 	A) Surviving spouse




Subject to the provisions of Section 9 in the event of remarriage, the reversionary pension
benefits shall be equal to 60% of the benefits vested by the Participant on the same date.





	 	 	B) Full orphans




The amount of the reversionary pension benefit for each full orphan (where both parents are
deceased) shall be equal to 20% of the pension benefits vested by the Participant on the date of
his/her death, but without exceeding 60% of the total benefits.




Section 12 — Death while in service



In cases where the employee dies while in service, no right of reversion shall be granted under
this bylaw.



However, for the Participants covered by the provisions of Section 8-1) A) and B) and 8-2) A) and
B) of this bylaw, reversionary benefits shall be granted once the AGIRC reversionary pension has
been paid. They shall be equal to 60% of the benefits vested by the Participant, for the surviving
spouse, and 20% for each full orphan, without exceeding 60% in total.




Section 13 — Payment of benefits



The benefits that would be due under the plan shall be paid in the form of annuities on a quarterly
basis and in arrears, commencing on the date of eligibility.



The first payment, which shall be prorated on the basis of the actual period elapsed, shall be made
on the last day of the calendar quarter that includes the date of eligibility.






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If entitlements end during a quarter, a prorated payment shall be made on the last day of that
calendar quarter.




Section 14 — Adjustment of benefits



The amount of the supplemental benefits due under the plan shall be determined on the effective
date of retirement. This amount shall then be adjusted on the basis of the change in the AGIRC
pension points for the entire period of service.




Section 15 — Other Provisions



Pechiney may revise the provisions of this bylaw in the event that laws and/or regulations, notably
those governing pension plans, are amended significantly when compared with those in effect on June
1, 2004.






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