**10.24** **Pechiney Supplemental Pension Plan, dated 8 August 2003, as amended andrestated.****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 PechineyGroup pension plan for beneficiaries who meet all the conditions set forth in Sections 3, 4 and 8at the time of their retirement.**Section 2 — Participating companies**“Pechiney Group”, hereafter called “the Group”, means the company “Pechiney” and its direct orindirect French subsidiaries that have subscribed to this bylaw.“Participating companies” to the plan, at its effective date, are included in the list appended tothis bylaw.Subsequently, companies requesting to participate in the present plan and which are approved by theexecutives of Pechiney shall become “participating companies”.If a participating company ceases to belong to the Group, the present benefits of retiredparticipants and the future benefits of non-retired participants shall be governed by theprovisions of Section 9.**Section 3 — Participants**The Participants are executives who had served as members of the Executive Committee until December16, 2003.**Section 4 — Condition of eligibility**1/ Eligibility for the benefits of the plan set up by this bylaw shall be established only at thetime 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 Frenchsocial 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 pensionentitlements commuted;  **–** not be eligible for any other of the Group’s pension plans, such as the IPC, ACR, MSAor 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 theFrench social security, AGIRC/T2 and ARRCO retirement pensions.However, depending on its organizational needs, Pechiney may, for a limited period, allow total orpartial benefits under this plan as of age 60 for Participants who commute their pension benefitsbut 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 effectiveon the first day of the calendar month immediately following the effective date of departure fromthe Group.**Section 5 — Reference pay**The reference pay used for calculating pension entitlements shall be the aggregate of the grossannual base salaries paid to the Participant by all participating companies of the Group or byother companies for which he or she acts on behalf of the Group, before any tax or socialdeductions, 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 sodetermined for the final years prior to the commutation of the retirement benefits, up to a maximumof five years. In cases of incomplete or part-time reference years, the reference pay shall firstbe established on an annual basis at the full rate.Each nominal, fixed or variable annual or annualized pay used for the calculation of these averagesshall first be adjusted proportionately to the average change in the value of the AGIRC pensionpoint for each relevant year, in relation to the value of this point at the time of theParticipant’s eligibility.**Section 6 — Pension amount**The pension amount shall be equal to 65% of the reference pay, provided such reference pay is lessthan 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 accordingto 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 theabove-mentioned general plan.In any event, the supplement that would possibly be due may not exceed 35% of the said referencepay as long as the aggregate of the pension benefits remains greater than 50% of the same referencepay.
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In case of significant changes in the method of setting the ceiling for the French social securityold age pension, the necessary adjustments shall be made to maintain the relative level of thepension 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 conditionsset forth in Sections 3 and 4, up to the limits stipulated in Section 6, and taking into accountall other pension entitlements vested both in the service of the Group and from any priorprofessional activity.To this end, the Participant shall provide, failure to do so will result in forfeiture of therights, all documents justifying all his/her other pension, retirement and annuity entitlementsvested 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 theParticipant’s entry into the Group.**Section 8 — Specific provisions in case of departure of the Participant at the company’sinitiative 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 seriousoffence or gross negligence), the pension benefits shall also be maintained for participants whomay 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:*