AS OFMAY27, 2003

ARTICLES OF ASSOCIATION

Translation for convenience only
  French version prevails





T I T L E I

FORM - CORPORATE NAME - PURPOSE - REGISTERED OFFICE - TERM

ARTICLE 1

Form

There exists among the owners of the shares representing the registered capital,
  together with those which might be created at a later date, a public limited
  company ("société anonyme") controlled under the dispositions
  of Section 2 of the French Commercial Code, and under all other legal provisions
  in force as well as by the present Articles of Association.

ARTICLE 2

Corporate Name

The companys corporate name is: PECHINEY

ARTICLE 3

Purpose

The purpose of the company, both in France and abroad, is as follows:

- the manufacture, processing, and sale of all chemical, metallurgical, electrochemical
  and electrometallurgical products and of all packaging products, together with
  their derivatives, compounds, sub-products and raw materials;

- the manufacture and sale of all equipment required for the manufacture and
  processing of these products;

- the prospecting, seeking out, extraction or exploitation of all deposits
  of minerals or mineral substances and of all sources of energy;

- all creations and exploitations of industrial establishments, all industrial,
  commercial, securities, real estate, and financial transactions relative to
  the manufacture of these products.

The Company is entitled to engage in these transactions either for its personal
  account, alone or through participation, in various partnerships or societies
  with any other persons, or on behalf of any natural person or legal entity,
  French or foreign.

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The Companys purpose is also to participate directly or indirectly in
  all commercial, industrial, and financial transactions which are related directly
  or indirectly to its purpose through the creation of new companies, contributions,
  the subscription for or purchase of company rights, mergers, joint-venture companies,
  or any other form whatsoever.

Generally speaking, the company is entitled to engage in all commercial, industrial,
  agricultural, securities, real estate, and financial transactions relating to
  the purposes specified above.

ARTICLE 4

Registered Office

The registered office is located in PARIS (75116), 7 place du Chancelier Adenauer.

ARTICLE 5

Term

The term of the Company, which was extended by a decision of the Extraordinary
  General Meeting held on 10 November 1951, is to expire on 30 September 2051,
  barring early winding-up or new extension.

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T I T L E I I

REGISTERED CAPITAL - SHARES - BONDS

CHAPTER I

CAPITAL

ARTICLE 6

Amount and composition of the registered capital

The capital is fixed at 1,259,997,440.75 . It is divided into 82,622,783
  shares with a face value of 15.25 euro each, fully paid-up.

CHAPTER II

INCREASE AND REDUCTION IN CAPITAL

ARTICLE 7

Increase in capital

The Extraordinary General Meeting of Shareholders is entitled, under the conditions
  laid down by the law, to increase registered capital or to delegate the powers
  necessary for this purpose to the Board of Directors.

If the increase takes place through the issuance of shares with a premium,
  this premium shall not be considered a profit to be distributed in the same
  way as ordinary profits; the premium shall constitute an additional payment
  separate from the capital and, barring a decision to the contrary by the meeting
  deliberating on the issue, shall be paid to the Share Premium Reserves,
  which reserves shall belong exclusively to the shareholders, in order to be
  distributed among them or to receive any other appropriation decided on by the
  Ordinary or Extraordinary General Meeting of Shareholders.

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ARTICLE 8

Right to preferential allotment

Proportionally to the amount of their shares, shareholders have a right to
  the preferential allotment of the shares paid in cash issued in order to carry
  out an increase in capital. This right to preferential allotment shall be exercised
  under the conditions, methods and time limits provided for by the legislation
  in force.

Shareholders are entitled to renounce their preferential rights on an individual
  basis.

The General Meeting, which decides on the increase in capital, is entitled
  to cancel the right to preferred allotment. Under penalty of the invalidity
  of the deliberation, it shall rule on this matter based on the report of the
  Board of Directors and on that of the Statutory Auditors established in accordance
  with official regulations.

ARTICLE 9

Reduction in capital

The Extraordinary General Meeting is entitled to decide on the reduction in
  capital. It is entitled to delegate full powers to the Board of Directors in
  order to carry it out. Under no circumstances can the reduction in capital infringe
  upon the equality of the shareholders rights.

CHAPTER III

SHARES

ARTICLE 10

Nature and form of the securities

Identification of holders of the securities

Obligation to declare excess of statutory thresholds

Fully paid-up shares can be either registered or to the bearer, as the interested
  parties so wish, subject to the legal and regulatory provisions in force.

The Company may at any time, in accordance with the legal and regulatory conditions
  in force, ask the organization in charge of the clearing of the securities to
  inform it of the name and year of birth or, in the case of an artificial person,
  the corporate name and year of incorporation, the nationality and the address
  of the holders of securities giving voting rights at Meetings, whether immediately
  or at a later date, and for the quantity of securities held by each of them,
  and, as the case may be, any restrictions which may affect the securities.

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Without prejudice to the thresholds allowed for by the first paragraph of
  article L.233-7 of the French Commercial Code, any shareholder, whether acting
  individually or severally, who comes into possession, whether directly or in
  the conditions laid down by article L.233-9 of the French Commercial Code, of
  0.5 % or more of capital or voting rights in the Company, or a multiple of said
  percentage, shall, within fifteen days of the record being made in the securities
  account which allows him to reach or exceed said threshold or each of its multiples,
  declare, by registered mail with acknowledgment of receipt, the number of shares
  or voting rights which he holds in the Company.

The declaration mentioned in the above paragraph shall also be made when the
  percentage of capital or voting rights held falls below the above-mentioned
  thresholds.

In the event of failure to make due declarations under the above conditions,
  the shares exceeding the fraction which should have been declared shall have
  no voting rights in the conditions laid down by the sixth paragraph of article
  L.233-7 of the French Commercial Code, at the request of one or more shareholders
  together holding at least 0.5 % of capital or voting rights in the Company.

The aforementioned declarations must also be made as required and under the
  penalty set forth by applicable laws and regulations, by the registered securities
  intermediary acting on behalf of shareholders who are not French residents in
  the meaning of article 102 of the French Civil Code, to the Company or the accredited
  securities agent with which securities account are kept.

ARTICLE 11

Transfer of securities

The shares, or any other transferable security issued on French territory,
  are represented, and may be transferred, in such fashion as is allowed for by
  the law.

ARTICLE 12

The paying up of shares

The amount of shares to be subscribed for in cash, which can be created in
  the course of the existence of the Company, shall be payable following the decision
  taken by the General Meeting or by the Board of Directors intervening though
  delegation either in full at the time of subscription or one-fourth at subscription
  and the remainder at the periods and in the proportions to be determined by
  the Board of Directors in accordance with the official regulations in force.

If the shares are issued with a premium, then the amount of this premium must
  be paid up at the time of subscription.

In the event that the subscriber fails to pay up at the periods set by the
  Board of Directors, the amounts due shall ipso jure, from the due payment date
  onwards, bear interest at the legal rate

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of interest plus three points, without prejudice to the other legal recourses
  and sanctions allowed for by the law.

ARTICLE 13

Indivisibility of shares

Each share is indivisible with regard to the Company, which acknowledges only
  one single owner for each.

For every Meeting, the voting right attached to the share belongs to the beneficiary.

ARTICLE 14

Rights and obligations attached to shares

Each share includes a right to ownership of the Companys assets and
  to the winding-up premium to an amount equal to the portion of the Companys
  assets which it represents.

All securities which make up the Companys capital, presently or at a
  future date, shall be classed together as far as tax expenses are concerned.
  Consequently, all taxes and duties which, for any reason whatsoever, might,
  due to the reimbursement of the capital, become payable only for certain securities,
  either in the course of the existence of the Company or at the time of its winding-up,
  shall be shared among all of the securities making up the capital at the time
  of this reimbursement or these reimbursements in such a manner that, while possibly
  taking account of the non-amortized face value of the securities and of their
  respective rights, all present or future securities confer upon their owners
  the same effective advantages and entitle such owners to receive the same net
  amount.

Each time that it is necessary to own a certain number of shares in order
  to exercise a right, it is the responsibility of those owners who do not possess
  this number to create a group corresponding, if need be, to the required number
  of shares.

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T I T L E I I I

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

ARTICLE 15

Board of Directors - Composition - Duration of functions

A) The Company shall be administered by a Board of Directors comprising:

|1. | Directors appointed by the Ordinary General Meeting.
      They shall be at least nine and no more than eighteen in number.
      An artificial person may be appointed Director; upon its being appointed
      or co-opted, such person shall nominate a permanent representative.
      In the event of the vacancy of one or more seats of the Directors representing
      the shareholders as a result of death or resignation, the Board of Directors
      may proceed to make provisional appointments which shall be put to the approval
      of the next Ordinary General Meeting.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Directors who are salaried employees of the
      Company or its direct or indirect subsidiaries and are elected by the salaried
      personnel of the Company and of its direct or indirect subsidiaries, the
      registered office of which is located on French territory.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | They shall be two in number, one of whom shall represent executive
          personnel ("cadres") and the other non-executive personnel, if
          the Board of Directors comprises fewer than twelve members. These two
          Directors shall be elected by separate electorates and on a majority
          basis in a two-round ballot.
        They shall be three in number, one of whom shall represent executive
          personnel and the other two non-executive personnel, if the Board of
          Directors comprises twelve members or more. The Director representing
          executive personnel shall be elected by the executive electorate on
          a majority basis in a two- round ballot. The two Directors representing
          non-executive personnel shall be elected from lists on a proportional
          representation basis, with no mixing of electoral lists by voters, the
          highest-scoring candidates remaining in the poll.

Election procedures for the Directors elected by the salaried personnel

The first Directors elected by the salaried personnel shall take up their
  functions at the first Board of Directors Meeting held after the announcement
  of the full results of the first elections. Prior to that date, the Board of
  Directors shall be validly constituted solely of those Directors appointed by
  the shareholders' General Meeting. The directors elected at a later date by
  the salaried personnel shall take up their functions after the expiry of the
  normal term of office of the outgoing directors, at the time of the first meeting
  of the Board of Directors which follows the announcement of the full results
  of

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their elections; until this announcement, the Board of directors shall validly
  meet and deliberate. In the event of early termination of functions of a director
  elected by the salaried personnel, the vacancy will be offered to his replacement
  in accordance with applicable laws and regulations; in the event of termination
  of functions of this replacement, the Board of Directors shall validly meet
  and deliberate until the announcement of the full results of the following elections.

In any event other than the termination before its normal term of office of
  the replacement of a director elected by the salaried personnel, should the
  maintaining of the number of Directors elected by salaried personnel, as provided
  for by the present Articles of Association, require new elections for any reason
  whatsoever, these shall be organized without delay; the new Directors thus nominated
  shall take up their functions as soon as the results of the election are announced.
  The Board of Directors may validly meet and deliberate until that date.

The following time limits shall be respected for each electoral operation:

- the date of the election shall be published at least eight weeks prior
    to the date of the ballot,
- the lists of voters shall be published at least six weeks before the date
    of the ballot,
- candidacies shall be submitted at least five weeks before the date of the
    ballot,
- the lists of candidates shall be published at least five weeks before the
    date of the ballot, - the documents needed to vote by correspondence shall
    be sent out at least three weeks before the date of the ballot.

Candidacies or lists of candidates, other than those presented by a representative
  labor union organization, shall be accompanied by a document presenting the
  candidates and bearing the names and signatures of at least one hundred voters.

The ballot shall be held on one day only, at the workplace and during working
  hours. Nevertheless, the following may vote by correspondence:

- salaried employees absent on the day of the ballot,
- salaried employees working abroad,
- salaried employees in a department, in an office, or assigned to a subsidiary
    in France without a polling station, or who are unable to vote in another
    polling station.

Each polling station shall comprise three voting members. The eldest of the
  three shall act as chairman, and shall be responsible for the proper performance
  of the voting operations.

The count shall take place at each polling station as soon as voting has closed;
  the record shall be drawn up as soon as the count has been completed.

The records shall be sent immediately to the company's registered office,
  where a station shall be set up to centralize the results, draw up the recapitulative
  record, and proceed with the announcement of the results.

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Ballot procedures not stipulated by law or by the present Articles of Association
  shall be laid down by the Chairman of the Board of Directors after consulting
  the representative labor organizations.

|3. | A Director representing salaried personnel
      and former salaried personnel of the Company, or of the companies which
      are affiliated to it within the meaning of article L.255-180 of the French
      Commercial Code, who are also shareholders in the sense of article L.225-102
      of the French Commercial Code ("shareholding personnel").
      The Director representing the Company's shareholding personnel shall be
      put forward by the shareholding personnel and appointed at a General Meeting
      of the Company's shareholders.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.1. | Nomination of candidates put to the General
      Meeting: 
      The shareholding personnel shall put forward at least two candidates to
      represent them on the Board of Directors. 
      These candidates shall be nominated in accordance with the following procedure
      :
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | a.                                                                                                                                                                                                                                                                                     
| |      | b.                                                                                                                                                                                                                                                                                     



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| |  |  | Such nomination shall take place according to the number of votes, expressed
        as voting rights attached to the shares held by each voter, that is obtained
        by each candidate; only those candidates obtaining at least 5 % of the
        voting rights held by the shareholding personnel to be consulted in accordance
        with the above procedure shall be put to the General Meeting.
      The conditions for drawing up the list of candidates to be presented
        at the meeting or for the direct consultation of the shareholding personnel,
        as well as any ballot procedures not laid down by the law or by the present
        Articles of Association, shall be defined by the Chairman of the Board
        of Directors.
      The shareholding personnel shall have five days, as from receiving the
        list of shareholding employees who have stood for election, in which to
        give their decision in writing.
      Any shareholding employee who does not reply in the time allowed shall
        be considered as having chosen to abstain.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |      | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | For each of the procedures for nominating candidates (a)
      and (b), a record shall be drawn up stating either the candidates nominated
      by the members of supervisory boards of the employee mutual investment funds
      governed by the provisions of articles L.214-39 et seq. of the French Financial
      and Monetary Code, or the number of voting rights obtained by each of the
      candidacies which are subject to a vote by the shareholding personnel who
      directly exercise the voting rights attached to their shares. A list of
      all validly nominated candidates shall be drawn up. This list shall include
      at least two candidates. The records and the list of candidates shall be
      attached in appendix to the notice to attend the General Meeting called
      to appoint the Director representing the shareholding personnel.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.2. | Procedures for appointment by the Ordinary General Meeting:
      The candidate who, out of those referred to in 3.1 above, obtains the
        greatest number of votes from the shareholders present or represented
        at the Ordinary General Meeting shall be appointed as the Director representing
        shareholding personnel.
      Should the vote be split, or in the event that no candidate obtains
        any votes, the candidate whose employment contract with the company, or
        with one of the companies which are affiliated to it within the meaning
        of article L.255-180 of the French Commercial Code, is the longest standing
        shall be elected.                                                                                                                                                                                                                                                                                                                
| | 3.3. | Appointment ; renewal or replacement at the end of a term of office:
      A director representing shareholding personnel is appointed as set forth
        in 3.1. and 3.2. above -- or is renewed or replaced as set forth in 3.1.
        and 3.2. above after expiration of the term of his office or in the event
        of his early termination as a result of death, resignation, dismissal
        or termination of his employment agreement -- by the next shareholders
        meeting to which the report presented by the Board of Directors in accordance
        with Article L.225-102 of the French Commercial Code establishes that
        the shares of the Company held by the shareholding personnel in the meaning
        of said article represent, in accordance with the provisions of Article
        L.225-23 of the French Commercial Code, more than 3 % of the Companys
        share capital. In the meantime, the Board of Directors shall validly meet
        and deliberate.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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B) The duration of the directors' term of office shall be four years..

ARTICLE 16

Function-related shares

Unless exempted by the law, each director shall be the owner of at least two
  hundred shares in the Company for the duration of his term of office.

If, on the day of his appointment, a Director is not owner of the required
  number of shares or if, during his term of office, he ceases to own the required
  number of shares, he is automatically considered as having resigned if he does
  not rectify the matter within three months.

ARTICLE 17

Presidency  Organization of the Board of Directors 
  Committees

The Board of Directors elects, among its members who are individuals, a Chairman
  and determines his remuneration and term of office.

The Chairman of the Board of Directors represents the Board of Directors.
  He organizes and supervises its work and reports to the Shareholders' Meeting
  in connection thereof. He takes care of the good functioning of the corporate
  bodies of the Company and, in particular, ensures that the directors are in
  a position to complete their duties.

The Board of Directors adopts the internal rules which are applicable to it,
  as well as any amendment to these rules as it deems necessary. It appoints a
  secretary, who does not have to be a shareholder or a member of the Board of
  Directors.

The Board of Directors may decide to create committees to examine matters
  on which the Board or its Chairman may require an opinion.

The Board lays down the composition and the competence of committees working
  under its authority. The committees may comprise directors or any other person,
  who may receive remuneration as set by the Board.

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ARTICLE 18

Meetings

The Board of Directors shall meet upon notice to attend by its Chairman. The
  Chairman of the Board of Directors must also, under the conditions provided
  for by the law, proceed with this notice upon request of one third of the members
  of the Board of Directors or upon request of the Chief Executive Officer if
  the functions of the latter are not assumed by the Chairman of the Board of
  Directors. The Board of Directors shall meet at the registered office or at
  any other place indicated at the time of the notice.

Notices to attend are made by any means, and may be given verbally.

In order for deliberations to be valid, the participation of no fewer than
  one-half of the members in office is required.

Decisions shall be taken with the majority of votes of the members participating
  to, or represented at, the meeting; in the event of an even vote, the Chairman
  has the casting vote.

At each meeting, any Director is entitled to give his power of attorney by
  letter or by telecopy to another Director for the purpose of voting in his stead;
  no Director shall represent more than one of his colleagues.

In the event of the Chairman's absence, the Board of Directors shall appoint
  a chairman for the meeting, who must be chosen from among the Directors.

At the Chairmans request, members from the Companys Management
  are entitled to attend the deliberations of the Board of Directors. They are
  bound by the same obligations of secrecy as Directors.

ARTICLE 19

Minutes - Copies or extracts

The deliberations of the Board of Directors shall be recorded in the minutes
  signed by the Chairman of the meeting and by at least one Director. In the event
  that the Chairman is prevented from signing, the minutes shall be signed by
  no fewer than two Directors. These minutes shall be drawn up on separate sheets
  of paper, numbered and initialed in continuous order, and bound together in
  a special volume, all under the conditions specified by the legislation and
  regulations in force.

Copies or extracts from the minutes of the deliberations shall be legally
  certified by the Chairman of the Board of Directors, a General Manager, the
  Director appointed temporarily to the functions of Chairman, or by an authorized
  representative empowered for this purpose.

The production of a copy or of an extract from the minutes constitutes sufficient
  proof of the number of Directors in power as well as their participation to
  or representation at a deliberation of the Board of Directors.

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ARTICLE 20

Powers

The Board of Directors determines the business orientations of the Company
  and ensures that they are implemented. Subject to the powers expressly attributed
  by law to the shareholders' meetings or to the Chairman of the Board of Directors,
  or to Chief Executive Officer if the functions of the latter are not assumed
  by the Chairman of the Board of Directors, and within the limit of the corporate
  purpose, the Board of Directors addresses any issue which concerns the good
  functioning of the Company and deliberates to resolve any matter pertaining
  to the Company. It conducts any inspections and examinations it deems necessary.
  Generally, he makes every decision and exercises every prerogative that falls
  within its scope of jurisdiction as provided for by applicable laws or regulations
  or by these Articles of Association.

The Board of Directors may grant any delegation of powers to any representative
  of its choosing, within the limits of the powers given it by the law and the
  present Articles of Association.

ARTICLE 21

General Management - Delegation of powers

|1. | The general management of the Company is assumed by, and
      is the responsibility of, either the Chairman of the Board of Directors
      in his capacity as Chairman and Chief Executive Officer, or an other individual
      in his capacity as Chief Executive Officer who is appointed by the Board
      of Directors which fixes the term of his office. The Board of Directors
      chooses between these two ways of taking on the general management at the
      time of appointment or renewal of the Chairman of the Board of Directors,
      or of the Chief Executive Officer if the functions of the latter are not
      assumed by the Chairman of the Board of Directors. This choice remains valid
      until the expiration of term of any of these offices, or until the Chairman
      of the Board of Directors decides to no longer assume the functions of Chief
      Executive Officer, or by decision of the Board of Directors during a shorter
      period that may not be less than one year.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The Chief Executive Officer, or the Chairman of the Board of Directors
        if the latter assumes the functions of Chief Executive Officer, is invested
        with the fullest powers to act on behalf of the Company in all circumstances.
        He exercises these powers within the limits of the corporate purpose and
        subject to the powers that the law specifically gives to shareholders
        meetings or to the Board of Directors. He represents the Company in its
        relations with third parties. He may delegate any power to any representatives
        of his choice within the limits of those which are conferred to him by
        the law and these Articles of Association.
      Any limitation of such powers by decision of the Board of Directors
        is without effect with respect to third parties.                                                                                                                                                                        
|3. | In accordance with article 706-43 of the French Criminal
      Proceedings Code, the Chief Executive Officer, or the Chairman of the Board
      of Directors if the latter assumes the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|   | functions of Chief Executive Officer, may validly delegate,
      to any person of his choice, the power to represent the Company in connection
      with any criminal proceedings which may be brought against it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | The Board of Directors may, at the proposal of the Chief
      Executive Officer, or of the Chairman of the Board of Directors if the latter
      assumes the functions of Chief Executive Officer, appoint any individual,
      whether or not a director, to assist the latter is his capacity as Chief
      Executive Vice-Officer. The maximum number of Chief Executive Vice-Officers
      that may be appointed is that number fixed by the law.
      Each Chief Executive Vice-Officer can be dismissed at any time by the
        Board of Directors at the proposal of the Chief Executive Officer, or
        of the Chairman of the Board of Directors if the latter assumes the functions
        of Chief Executive Officer. In the event of death, resignation or dismissal
        of the Chief Executive Officer, or of the Chairman of the Board of Directors
        if the latter assumes the functions of Chief Executive Officer, and unless
        otherwise decided by the Board of Directors, each Chief Executive Vice-Officer
        keeps his functions and assignments until a new individual is appointed
        to assume the functions of Chief Executive Officer.
      In agreement with the Chief Executive Officer, or with the Chairman
        of the Board of Directors if the latter assumes the functions of Chief
        Executive Officer, the Board of Directors determines the term of office
        and scope of powers assigned to each Chief Executive Vice-Officer.
      With respect to third parties, each Chief Executive Vice-Officer has
        the same powers as the Chief Executive Officer, or as the Chairman of
        the Board of Directors if the latter assumes the functions of Chief Executive
        Officer.



ARTICLE 22

Remuneration of Directors

The Directors may obtain repayment from the Company for the expenses incurred
  in the exercise of their functions, on presentation of the relevant papers.

As per remuneration for their activities, the directors may receive, under
  the form of attendance fees, an annual sum freely apportioned among them by
  the Board of Directors in accordance with the annual lump sum determined by
  the Shareholders Meeting for that purpose.

The Board of Directors may also apportion extraordinary remuneration for assignments
  or mandates given to the Directors. Such remuneration is subject to the legal
  provisions relating to the conventions which are subject to the Board of Directors'
  prior authorization.



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ARTICLE 23

Related Party Transactions

Any agreement to be entered directly or through interposed person between the
  Company and one of its directors, its Chief Executive Officer, one of its Chief
  Executive Vice-Officer, one of its shareholders holding a portion of the voting
  rights greater than 5% or, in this shareholder is a corporation, the company
  controlling this shareholder in the meaning of article L.233-3 of the French
  Commercial Code, must be submitted to the Board of Directors for prior approval,
  unless this agreement is a usual transaction and is entered on an arm's length
  basis.

Above provisions also apply to any agreement which is not a usual transaction
  entered on an arm's length basis, and in which one of the persons referred to
  in the preceding paragraph has an indirect interest.

Also subject to prior authorization is any agreement between the Company and
  an other firm which is not a usual transaction entered on an arm's length basis,
  if one of the directors, the Chief Executive Officer or a Chief Executive Vice-Officer
  of the Company is the owner, a partner indefinitely responsible, a manager,
  a director, a supervisory board member or, more generally, the boss of that
  firm.

These agreements are subject to the declarations, controls and approvals provided
  for under the law.

ARTICLE 24

Accountability of Directors and permanent representatives of
  artificial persons

Directors, including those elected by the employees or representing the shareholding
  employees, as well as the Chief Executive Officer if the functions of the latter
  are not assumed by the Chairman of the Board of Directors, shall be held accountable,
  as provided by law, whether individually or jointly as the case may be, to the
  Company or to third parties for breaches of legislative or regulatory provisions
  applicable to public limited companies, for violations of the Articles of Association,
  and for errors committed in their duties.

The permanent representative of an artificial person Director is subject to
  the same civil and penal liabilities as if he were a Director acting in his
  own name, without prejudice to the joint liability of the artificial person
  which he represents.

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T I T L E I V

STATUTORY AUDITORS

ARTICLE 25

Auditing of the Company shall be performed by no fewer than two Statutory
  Auditors fulfilling the conditions of eligibility required under the law.

The Statutory Auditors shall be appointed by the Ordinary General Meeting.

Deputy Statutory Auditors, called on to replace the permanent Statutory Auditors
  in the event of death, unforeseen difficulties, or refusal, shall be appointed
  by the Ordinary General Meeting.

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T I T L E V

GENERAL MEETINGS

CHAPTER I

PROVISIONS COMMON TO ALL GENERAL MEETINGS

ARTICLE 26

Authority of the General Meetings

The General Meetings comprise all holders of shares in PECHINEY, with the
  exception of the Company itself. They represent the shareholders as a whole

ARTICLE 27

Admittance - Representation

All shareholders have the right, upon presentation of proof of identity, to
  participate in General Meetings, by attending in person, returning a form for
  voting by correspondence, or by appointing a representative, on the following
  conditions :

- the name of holders of nominative shares must appear in the Company's registers,
- holders of bearer shares must transmit, to the locations mentioned in the
    notice calling the meeting, a certificate acknowledging the non-transferability
    of their shares until the date of the Meeting.

These formalities must be completed at least five days before the date of
  the Meeting. However, this five-day period may be shortened by a decision of
  the Board of Directors at the time the general shareholders meeting is
  convened. Moreover, any shareholder having completed these formalities may nonetheless
  sell all or part of his/her shares during the minimum period of registration
  of registered shares or non-transferability of bearer shares, in accordance
  with applicable laws and regulations.

A shareholder may, at any time, appoint another shareholder to represent him.

A shareholder who is not a French resident within the meaning in article 102
  of the French Civil Code may appoint a registered securities intermediary to
  represent him at a shareholders meeting in accordance with applicable
  laws and regulations in force. Such shareholder is therefore considered present
  at this meeting for purposes of calculation of the quorum and majority.

Each shareholder may also, if the Board of Directors so permits at the time
  of convening of a general shareholders meeting, participate in this meeting
  by videoconference or by electronic

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means of telecommunication or remote transmission, subject to and in accordance
  with the applicable legislation and regulations. Such shareholder will therefore
  be considered present at this meeting for the calculation of the quorum and
  the majority.

The legal representatives of shareholding companies participate in the Meetings;
  they may appoint any representative of their choice to represent them in that
  quality.

ARTICLE 28

Notices to attend - Time limits

General Meetings shall be convened and shall deliberate under the conditions,
  including form and time conditions, provided for by applicable laws or regulations
  in force.

For all General Meetings, it is required that the Agenda be clearly displayed
  on the notices to attend.

ARTICLE 29

Agenda

The Agenda of the Meetings shall be drawn up by the author of the notice to
  attend.

However, one or more shareholders fulfilling the conditions set forth by the
  law, as well as the workers committee, are entitled within the conditions
  set forth by applicable laws and regulations to request proposed resolutions
  to be included on the agenda.

Meetings are not entitled to deliberate on questions which are not included
  on the Agenda.

ARTICLE 30

Place of the Meetings

General Meetings shall be held at the Companys registered office, or
  at any other place indicated on the notices to attend.

ARTICLE 31

Quorum and majority

Meetings shall deliberate under the conditions of quorum and majority laid
  down by the law.

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ARTICLE 32

Composition of the Meeting Committee

The General Meeting shall be chaired by the Chairman of the Board of Directors,
  or, in his absence, by the person delegated by him to exercise these functions.

The functions of scrutineer are carried out by the member or members at the
  Meeting holding the greatest number of votes and accepting these functions.

The Meeting Committee thus composed shall designate the Secretary, who doesnt
  must to be a shareholder.

ARTICLE 33

Attendance Sheet

At each gathering of the General Meeting, there shall be drawn up an Attendance
  Sheet, established in accordance with the law.

The Meeting Committee is free to append to the Attendance Sheet the power
  of attorney bearing the last name, first name, and domicile of each principal,
  the number of shares which he holds, and the number of votes attached to these
  shares. In this case, the Meeting Committee is not required to record the notes
  concerning the represented shareholders on the Attendance Sheet, but the number
  of powers of attorney appended to the said Sheet shall be indicated thereon.

This Attendance Sheet, duly initialed by the shareholders and representatives,
  shall be certified exact by the members of the Meeting Committee.

ARTICLE 34

Voting rights

In all General Meetings, each shareholder who is a member of these Meetings
  has as many votes as shares which he owns or represents, with no other limitation
  than that which might result from legal provisions.

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ARTICLE 35

Minutes of the Meetings - Copies or Extracts

The deliberations of the General Meetings shall be recorded in minutes drawn
  up on separate sheets of paper, numbered and initialed in continuous order and
  bound in a special volume, all under the conditions specified by the legislation
  and regulations in force.

Copies or extracts from the minutes of the deliberations shall be legally
  certified by the Chairman of the Board of Directors or by the Secretary of the
  Meeting.

CHAPTER II

ORDINARY GENERAL MEETING

ARTICLE 36

The Annual Ordinary General Meeting of Shareholders hears the Board of Directors
  Annual Report. It also hears the reports by the Statutory Auditors.

It discusses and decides upon all questions relating to the annual accounts
  and, if any, the consolidated accounts of the last ended fiscal year.

It shall determine the use of the profits and fix the dividends in compliance
  with Article 40 below.

It shall appoint the Statutory Auditors.

It shall rule on the special report of the Statutory Auditors relative to
  the agreements authorized by the Board of Directors in accordance with the legislation
  in force.

The General Meeting is entitled to authorize borrowings through the issuing
  of debentures.

CHAPTER III

EXTRAORDINARY GENERAL MEETING

ARTICLE 37

The Extraordinary General Meeting is entitled to introduce changes of any
  kind whatsoever, as authorized by the law, in all of the provisions of the Articles
  of Association. Moreover, it is entitled to decide on the creation of non-voting
  preferred shares under the conditions provided for by the legislation in force.

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T I T L E V I

ANNUAL ACCOUNTS - APPROPRIATION OF PROFITS

ARTICLE 38

Accounting period

The accounting period shall commence on 1st January and finish
  on 31st December.

ARTICLE 39

Annual accounts

At the close of each fiscal year, the Board of Directors shall draw up the
  inventory and annual accounts in accordance with applicable laws and regulations
  in force.

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T I T L E V I I

PROFITS - LEGAL RESERVES

ARTICLE 40

Profits - Distribution

Profit for the fiscal year, such as it appears on the income statement, is
  constituted by the difference between the proceeds and the expenses for the
  fiscal year, following deduction for depreciations and provisions.

From the profit for the fiscal year, decreased, if need be, by earlier losses,
  shall be made a deduction of no less than one-twentieth allocated to the formation
  of a fund for reserves called Legal Reserves.

When the said reserves have reached one-tenth of the capital, this deduction
  will cease to become compulsory; however, if for any reason whatsoever, the
  reserves should fall below one-tenth of the capital, the deduction will recommence.
  The distributable profit is constituted by the profit for the fiscal year, decreased
  by earlier losses as well as by sums to be added to the reserves in accordance
  with the law and increased by retained earnings.

From this distributable profit shall be deducted the amount that the ordinary
  shareholders meeting, upon proposal by the Board of Directors, will decide
  to declare among the shares proportionally to the quantity of the share capital
  each of them represents respectively.

At the proposal set forth by the Board of Directors, the General Meeting is
  entitled to decide on the putting up for distribution of sums deducted from
  the reserves which are at its disposal; in this case, the decision shall indicate
  precisely the reserve items from which the deductions are to be made.

Except in the event of a decrease in capital, no distribution can be made
  to shareholders when the shareholders equity is below or, as a result
  of such decrease in capital might fall below, the amount of the increased capital
  in the reserves, which is not allowed to be distributed under the law.

ARTICLE 41

Payment of dividends

The payment procedures for the dividends voted by the General Meeting are
  laid down by the Meeting, or, failing that, by the Board of Directors. Whichever
  the case may be, the cash payment of the dividends must take place within a
  maximum of nine months following the closing of the accounting period, except
  in the event of an extension by court authorization.

If a balance sheet drawn up during the course of, or at the end of, an accounting
  period and certified by the statutory auditors shows that the Company has made
  a profit since the closing

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of the previous accounting period and after constitution of any necessary
  amortization, depreciations and reserves, with previous losses and the sums
  put in reserves having been deducted, interim dividends may be distributed before
  the accounts for the financial year are approved. The amount of such interim
  dividends shall not exceed the amount of the profit thus defined.

Any dividend which is not claimed within five years of its payability has
  lapsed.

The General Meeting may grant each shareholder the option of payment in cash
  or in shares for the final dividends or the interim dividends, for all or part
  of the final dividends or the interim dividends, in accordance with the legislation
  in force.

ARTICLE 42

Use of legal reserves

The Annual General Meeting is entitled, at the proposal set forth by the Board
  of Directors and subject to legal regulations, to carry out any deductions on
  the reserves, other than the legal reserves and the appraisal increase credit,
  in order to pay or to complete a dividend to shares in the event of an insufficiency
  of the profits of an accounting period.

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T I T L E V I I I

DISSOLUTION OF THE COMPANY AND WINDING-UP

JURISDICTION

ARTICLE 43

Winding-up - Appointment and powers of the liquidators

Unless otherwise provided for by the law, the General Meeting, at the Companys
  expiration or in the event of early winding-up, shall decide on the method of
  winding-up and shall appoint one or more liquidators whose powers it alone shall
  determine.

Appointment of the liquidators shall bring the functions of the Directors
  to a close.

Throughout the duration of the winding-up, the General Meeting shall preserve
  the same powers.

Net proceeds from the winding-up, after settlement of the liabilities, shall
  be employed, firstly, to refund the paid-up and non-amortized amount of the
  shares; the surplus shall be distributed among all of the shares.

The shareholders shall be convened at the end of the winding-up in order to
  deliberate on the final account and on the final discharge of the management
  of the liquidators as well as to record the conclusion of the winding-up, which
  winding-up shall be published in accordance with the law.

ARTICLE 44

Jurisdiction

Any dispute which may arise concerning corporate matters during the duration
  of the Company or in the course of its winding-up, whether between the shareholders,
  the Directors and the Company or between the shareholders themselves shall be
  referred to the jurisdiction of the competent courts for the Company's registered
  office.

__________________

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