**EXHIBIT10.8.5. : ALCAN SUPPLEMENTAL RETIREMENTBENEFIT PLAN (CANADA)**

**SCHEDULE OF AMENDMENTS 02-1**

1.           The following subsection is added immediatelyafter subsection 1.01:

"1.01.1      SupplementalPlan Amendments (from the Effective Date to June 2002)

During thisperiod, the Supplemental Plan was amended on numerous occasions for the purposeof augmenting and improving pension benefits and coordinating the provisions ofthe Supplemental Plan with those of the Plan. Eight pension benefit augmentations were granted, a bridge benefit wasadded and early retirement factors were improved.  A new payment guarantee was added providing a60% spousal with a 10 year guarantee. Several pension payment guarantees now apply as well to the bridgebenefit."

2.           The sole paragraph ofsubsection 5.02 is replaced by the following:

"The annual rate of Interest credited for acalendar year shall be the annual return for that calendar year derived fromthe investment of the assets of the Plan, less investment expenses andadministration costs, as determined by the Actuary of the Plan."

3.      Thesole paragraph of subsection 5.03 is replaced by the following:

"The rate of interestcredited on a lump sum payment which falls due shall be at the rate applied tosimilar payments under the Plan in respect of each month of the period startingfrom either the Date of Determination or the last calendar year-end wheninterest was computed and credited in accordance with subsection 5.02,whichever applies, and ending with the first of the month of payment."

4.      Paragraph 6.02 (ii) is replaced by thefollowing:

"hehas attained age 55 and he is not entitled to a refund under subsection 12.01of the Plan."

5.      Paragraph 8.02(c) is amended by replacing theclause which reads

"Thebridge benefit begins on the Pension Commencement Date of his retirementbenefit and is payable in monthly instalments until the earlier of thefollowing dates:  (i) his date of deathand, (ii) the limit date and, is reduced by any bridge benefit or itsequivalent payable from the Plan and from a pension plan of an AffiliatedCompany or a Predecessor Company to the extent that credited service under suchplan is recognized as Credited Past Service under the Plan in accordance withparagraphs 4.03(a) or 4.03(b) of the Plan."

 

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by the following clause

"The bridge benefit begins on the PensionCommencement Date of his retirement benefit and is payable to him in monthlyinstalments until the limit date; or until his death if before the limit dateand thereafter is payable to his Spouse or Beneficiary, as the case may be, inaccordance with the retirement pension guarantee elected by the Member undersection 9 and, is reduced by any bridge benefit or its equivalent payable fromthe Plan and from a pension plan of an Affiliated Company or a PredecessorCompany to the extent that credited service under such plan is recognized asCredited Past Service under the Plan in accordance with paragraphs 4.03(a) or4.03(b) of the Plan."

6.      Subsection8.03 is amended by adding the following sentence "Such deferral shall cause thebridge benefit to which he may be entitled to commence only from his electedpension commencement date under the plan." and by adding the followingparagraph:

"The eligibility to the bridge benefit of aMember electing early deferred retirement is determined at his Early RetirementDate and the amount of the bridge is determined in accordance with subsection8.02(c)."

7.      Thefollowing subsection is added immediately following subsection 8.07:

"8.08         Adjustment for Early RetirementPension from Another Company Source

The retirement benefit determined in thissection after the application of any early retirement factor in respect of aMember, is reduced or increased as the case may be by the total of all amountseach of which is the amount, in respect of a pension payable from anothercompany source deducted under subsection 7.01, determined by the formula

            A - B

            times

the amount ofnormal pension payable from the other company source deducted under subsection7.01

where

"A"    equalsthe early retirement factor applied under this section,

 

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"B"    equalsthe early retirement factor applied to the normal pension from the othercompany source deducted under subsection 7.01."

8.      Subsection 9.02 is amended by addingimmediately following the first paragraph the following paragraph:

"The right of thesurviving Spouse of a Member to a joint and survivor pension shall terminateand the pension guarantee elected by the Member under paragraph 9.02(b.1),9.02(b.2) and 9.02(b.3) or under an equivalent provision of the SupplementalPlan as it read prior to 1 January 2001 shall be null and void followingmodification effected pursuant to subsection 9.06."

9.      Clause (b) of subsection 9.02 is replacedby the following:

"(b.1)         theSpouse's pension payment guarantee (option 1)

Underthis guarantee the retirement benefit is payable during the Member's lifetimewith a provision that if his Spouse survives him 50% of such retirement benefitas elected by the Member at the time of electing the guarantee will be payableafter his death to the Spouse nominated by the Member at the time of electingthe guarantee during the remaining lifetime of the Spouse.

Shouldthe Spouse die before the Member's Payment Commencement Date, the election ofthis guarantee shall be null and void.

(b.2)          theSpouse's pension payment guarantee (option 2)

Under this guarantee the retirementbenefit is payable during the Member's lifetime with a provision that if hisSpouse survives him, either 60% (not available to Provincial Employees ofManitoba) or 66 2/3% (only available to Provincial Employees of Manitoba), 75%or 100% of such retirement benefit as elected by the Member at the time ofelecting the guarantee will be payable after his death to the Spouse nominatedby the Member at the time of electing the guarantee during the remaininglifetime of the Spouse.

Furthermore under this guarantee,if the death of the Member occurs while he is still in receipt of a bridgebenefit, a corresponding percentage of the bridge benefit will be payable afterhis death to such Spouse until the earlier of the date on which the Member, hadthe Member survived, would have reached his limit date, as such term is definedin paragraph 8.02(c) and the date of such Spouse's death.

 

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Should the Spouse die before theMember's Payment Commencement Date, the election of this guarantee shall benull and void.

(b.3)          theSpouse's pension payment guarantee (option 3)

Under this guarantee the retirementbenefit is payable during the Member's lifetime with a provision that if hisSpouse survives him and his death occurs prior to having received 120 monthlypayments, payments will be continued to the Spouse nominated by the Member atthe time of electing the guarantee until 120 payments in all have been made andthereafter 60% of the retirement benefit will be payable during the remaininglifetime of such Spouse.  If such Spousepredeceases the Member or dies before the 120 monthly payments have been made,payments will be continued to the Member's Beneficiary until 120 monthlypayments in all have been made.

Furthermore under this guarantee,if (i) the death of the Member occurs while he is still in receipt of a bridgebenefit, (ii) payment of the bridge benefit began before he attained the agethat is ten years under his limit date, as such term is defined in paragraph8.02(c), (iii) the death of the Member occurs before having received 120 bridgebenefit payments and (iv) his Spouse survives him, bridge benefit payments willbe continued to the Spouse nominated by the Member at the time of electing theguarantee until 120 bridge benefit payments in all have been made andthereafter 60% of the bridge benefit will be payable to such Spouse until theearlier of the date on which the Member, had the Member survived,  would have reached his limit date, as suchterm is defined in paragraph 8.02(c) and the date of the Spouse's death.  If such Spouse predeceases the Member or diesafter the Member but before 120 bridge benefit payments have been made, bridgebenefit payments will be continued to the Member's Beneficiary until 120 bridgebenefit payments in all have been made. If under condition (iii) above the death of the Member occurs afterhaving received 120 bridge benefit payments and all other conditions remain unchanged,60% of the bridge benefit will be payable to such Spouse until the earlier ofthe date on which the Member, had the Member survived, would have reached hislimit date, as such term is defined in paragraph 8.02(c) and the date of suchSpouse's death.

Alternatively under this guarantee,if (i) the death of the Member occurs while he is still in receipt of a bridgebenefit, (ii) payment of the bridge benefit began on or after he attained theage that is ten years under his limit date, as such term is defined inparagraph 8.02(c) and (iii) his Spouse survives him, payments will be continuedto such Spouse nominated by the Member at the time of electing the guaranteeuntil the earlier of the date on which the Member, had the Member survived,would have reached his limit date, as such term is defined in paragraph 8.02(c)and the date of such Spouse's death.  Ifsuch Spouse predeceases the Member or dies after the Member but before the dateon which the Member, had the Member survived, would have reached his limitdate, as such term is defined in paragraph 8.02(c), payments will be continuedto the Member's Beneficiary until the date on which the Member, had the Membersurvived, would have reached his limit date, as such term is defined inparagraph 8.02(c).

 

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Should the Spouse die before theMember's Payment Commencement Date, the election of this guarantee shall benull and void."

10.       TableA of clause (c) of subsection 9.02 is amended by inserting after the second rowthe following additional row:

            "60%/10yr.guar.          96 2/3%             -"

11.    The second paragraph of clause (d) ofsubsection 9.02 is replaced by the following:

"Furthermoreunder this guarantee, if the death of the Member occurs while he is still inreceipt of a bridge benefit and before having received 120 bridge benefitpayments, payments of the bridge benefit will be continued to the Member'sBeneficiary until the earlier of the date on which the Member, had the Membersurvived, would have reached his limit date, as such term is defined inparagraph 8.02(c) and the date at which 120 payments in all have been made.

Ifthe Member elects such guarantee at his Early Retirement Date, NormalRetirement Date or Postponed Retirement Date, his retirement pension ismultiplied by the greater of 95% and a factor, in percent, which will make theresulting benefit the Actuarial Equivalent of his retirement benefit in thefive-year payment guarantee and his bridge benefit is multiplied by a factorwhich will make the resulting bridge benefit the Actuarial Equivalent of hisbridge benefit that without this guarantee would normally have terminated atthe earlier of his death or the limit date, as such term is defined inparagraph 8.02 (c)."

11.       The followingsubsections are added immediately following subsection 9.05:

"9.06         Retirement Benefit Redeterminationafter Payment

Commencement Date

This subsection appliesonly to a Member who at the relevant time is a Provincial Employee ofQuebec.  If after Payment CommencementDate the right of a Spouse to a joint and survivor pension is terminated underthe Plan and there exists no legal obligation or demand pending upon theSupplemental Plan to pay such joint and survivor pension upon the Member'sdeath, the Administrator must upon application redetermine, as of the effectivedate of such termination or if the Spouse's right terminated prior to 1 January2001, as of the date of application by the Member, the Member's retirementbenefit that has been established based on the election by the Member of aSpouse's pension payment guarantee under paragraph 9.02(b.1), 9.02(b.2) or9.02(b.3) or under an equivalent provision of the Supplemental Plan as it readprior to 1 January 2001. The redetermined retirement benefit shall be in thesame amount and have the same characteristics as the retirement benefitaccording to the five-year guarantee. The redetermination of a retirement pension under this subsection cannotalone operate to reduce the amount of the retirement pension paid to theMember.

 

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9.07          Pension Payment Guarantee(transition)

Where a Member whosePayment Commencement Date occurred during the period beginning 1 January 2001and ending 30 September 2001 dies while still in receipt of a bridge benefitand is survived by the Spouse nominated by the Member at the time of electingthe Spouse's pension payment guarantee (option 1) described in paragraph9.02(b.1), 60% of the bridge benefit will be payable after the Member's deathto that Spouse until the earlier of the date on which the Member, had theMember survived, would have reached his limit date, as such term is defined inparagraph 8.02(c) and the date of that Spouse's death."

12.    Subsection 10.01 is amended by deleting thewords "after the completion of two years of Continuous Service as a Member ortwo years of Credited Service and".

13.    The two paragraphs of subsection 10.06 arereplaced by the following:

"Theamount payable to a Member's Beneficiary of any retirement benefit under thefive-year guarantee, the ten year guarantee or the spouse's pension paymentguarantee (option 3) and of any bridge benefit under the spouse's pensionguarantee (option 3) or the ten year guarantee may, if so requested by theBeneficiary, be paid in a lump sum that is the Actuarial Equivalent of theremaining retirement benefit payments or bridge benefit payments under theguarantee.

The amount payable to a Member's estate of anyretirement benefit under the five-year guarantee, the ten-year guarantee or thespouse's pension payment guarantee (option 3) and  of any bridge benefit under thespouse's pension payment guarantee (option 3) or the ten year guarantee shallbe paid in a lump sum that is the Actuarial Equivalent of the remainingretirement benefit payments or bridge benefit payments under the guarantee."

 

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14.    Thesole paragraph of subsection 10.07 is replaced by the following:

"The Beneficiarydesignation made in accordance with subsection 10.04 shall apply to anyretirement benefit payments payable upon the death during retirement of aMember who received a retirement benefit under the five-year guarantee, the10-year pension payment guarantee or the spouse's pension payment guarantee(option 3), to any remaining retirement benefit payments payable upon the deathof the Member's Spouse who received benefit payments under the spouse's pensionpayment guarantee (option 3), to any bridge benefit payments payable upon thedeath of a Member who received a retirement benefit under the spouse's pensionpayment guarantee (option 3) or under the ten year guarantee and to anyremaining bridge benefit payments payable upon the death of the Member's Spousewho received benefit payments under the spouse's pension payment guarantee(option 3)."

15.   Subsection 11.02 is amended by deleting thewords "after the completion of two years of Continuous Service while a Memberor two years of Credited Service, (or for a Provincial Employee ofSaskatchewan, a continuous period of one year if his age and the number ofyears of service or Credited Service when added equals at least 45)" and by insertingimmediately after the words "under (a) unless" the words ", where he isotherwise entitled to a deferred retirement pension under the Plan,".

16.  The following subsection is added immediatelyfollowing subsection 11.03:

"11.04       Ceasing to be a Canadian Resident

An application by aMember in accordance with subsection 12.07 of the Plan to receive a lump sumpayment equal to the value, according to his entitlement, of his retirementbenefit under the Plan shall be deemed to include an application to receive alump sum payment equal to the value, according to his entitlement, of hisretirement benefit under the Supplemental Plan. However, payment in such lump sum is subject to approval by theCompany."

The above amendments areeffective from 1 January 2001.

 

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**SCHEDULE OF AMENDMENTS 02-2**

1.     Thefollowing subsection is added immediately following subsection 15.09:

15.10     Pension Augmentation at 1 October 2002

15.10.1   The retirement pension, the deferred retirementpension and the Disability Pension of a Member who has retired, terminated hisemployment or became disabled as the case may be, before 2 September 2002,including the pension payable under any attached elected pension paymentguarantee, either contingent or in payment, and the pension, either deferred orin payment, to a surviving spouse, shall be augmented on 1 October 2002.

The monthly amount of theaugmentation on any date of calculation on or after 1 October 2002 is equal tothe product of the Adjusted Augmentation Factor and the Monthly Pension.

15.10.2  For the purposes of this subsection 15.10only, the following expressions shall have the meanings set out below:

"Commencement Date"means the earliest of a Member's retirement date;  the date he became disabled;  the date of termination of service;  the date he became eligible to an unreducedearly retirement pension, but not before 1 January 2001, if on 30 December 2000he had been on the non-active payroll of a Participating Company and, in thecase of a pre-retirement surviving spouse's pension, the first of the monthfollowing the Member's date of death. 

"Consumer PriceIndex" for a month means the Consumer Price Index for the month as published byStatistics Canada under authority of the Statistics Act or the correspondingindex of the country in whose currency the Monthly Pension is paid at a fixedrate of exchange.

"Monthly Pension" means the monthly equivalent of thepension referred to in subparagraph 15.10.1.

"Adjusted Monthly Pension" means the sum of adjustedmonthly pension determined under paragraph 19.10.2 of the Plan and the MonthlyPension payable at 1 October 2002, excluding that portion which ceases to bepaid at age 65, or payable at normal retirement datein the case of a deferred pension.

 

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"Augmentation Factor" means the factor determined by thefollowing formula[1]:

the greater of

(i)         A + B - 1and(ii)        nil

where

"A" equals the lesser of

(i)         1.03C/12and(ii)        CPI1 /CPI2,

"B" equals the greater of

(i)         0.5 x (CPI1/ CPI2 - 1.03C/12)and(ii)        nil

"C" equals the lesser of

(i)         12and(ii)        the number of months that the Commencement Date precedes 1October 2002,

"CPI1" equals the average Consumer Price Indexfor the 12-month period ending 30 June 2002,

and

"CPI2" equals the average Consumer Price Indexfor the 12-month period ending the later of

(i)         three calendar months prior to the month during which theCommencement Date occurredand(ii)              30 June 2001.

________________________________

[1] The formula may also be expressed as follows:

              Max. {nil;  [ Min. (1.03C/12;CPI1 / CPI2 ) + 0.5 x Max. (nil; CPI1 /  CPI2 - 1.03C/12 ) ] - 1}

 

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"Adjusted Augmentation Factor" means the factor determinedby the following formula:

                        AugmentationFactor x A                   ---------------------------------                     AdjustedMonthly Pension

where A equals the lesser of

(i)                Adjusted Monthly Pensionand(ii)        $25,000.00or where the Monthly Pension is paid at a fixed rate of exchange in a currencyother than Canadian dollars, the equivalent of $25,000.00 in that othercurrency converted at the rate of exchange of 30 June 2002.     

15.10.3  The retirement pension of a Member, whoretires on or after 1 October 2002 and who immediately prior to such retirementwas in receipt of an Approved Disability Benefit, shall be augmented from hisretirement date by the same augmentation percentage that would otherwise haveapplied to his retirement pension had his date of disability been hisCommencement Date for the purpose of calculating such augmentation.

15.10.4  The retirement pension of a Member, whoretires on or after 1 October 2002 and, who on 30 December 2000 and immediatelyprior to such retirement was on the non-active payroll of a ParticipatingCompany, shall be augmented from his retirement date by the same augmentationpercentage that would otherwise have applied to his retirement pension had thedate of his eligibility to an unreduced early retirement pension, but notbefore 1 January 2001, been his Commencement Date for the purpose of calculatingsuch augmentation.

15.10.5  Unless it is an integral number of hundreds of1%, the sum, on a compounded basis, of the augmentation factors under this andall previous pension augmentations since Commencement Date shall be rounded tothe next higher multiple of 0.01%.

The above amendment shallcome into force on 1 October 2002.

 

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