**EXHIBIT 10.1.9. :ALCAN PENSION PLAN (CANADA)**

**SCHEDULE OF AMENDMENTS 02-1**

1.      The following subsectionis added immediately after subsection 1.01:

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

During this period, the Plan wasamended on numerous occasions for the purpose of augmenting pensions, improvingpension benefits and implementing changes required by Applicable PensionLaws.  Nine pension augmentations weregranted which collectively provided inflation adjustments, catch-up augmentationsto restore the purchasing power of pensions and  special augmentations of smallerpensions. The bridge benefit was improved and options were added.  Early retirement factors were significantlyimproved for all Members.  CAW Members hadtheir benefits defined by pension multipliers. A new payment guarantee was added providing a 60% spousal with a 10 yearguarantee. Several pension payment guarantees now apply as well to the bridgebenefit.  A temporary contributionholiday was granted to all active Members other than CAW Members.  Finally, Member representation on the PensionCommittee was increased from two to four."

2.      The sole paragraph ofsubsection 5.04 is replaced by the following:

"The annual rateof Interest credited to Member Contributions for a calendar year shall be theannual return for that calendar year derived from the investment of the assetsof the Plan, less investment expenses and administration costs, as determinedby the Actuary of the Plan."

3.      Thesole paragraph of subsection 5.05 is replaced by the following:

"The rate of interest credited on a lump sumpayment which falls due shall be at  such rate prescribed by ApplicablePension Laws in respect of each month of the period starting from either theDate of Determination or the last calendar year-end when interest was computedand credited in accordance with subsection 5.04, whichever applies, and endingwith the first of the month of payment."

4.      Paragraph 6.02 (ii) is replacedby the following:

"he hasattained age 55 and he is not entitled to a refund under subsection 12.01."

 

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5.      Paragraph8.02(c) is amended by replacing the clause which reads

"thebridge benefit begins on the Pension Commencement Date of his retirementpension 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 a pension plan of an Affiliated Company or aPredecessor Company to the extent that credited service under such plan isrecognized as Credited Past Service under the Plan in accordance withparagraphs 4.03(a) or 4.03(b)."

by the following clause

"The bridgebenefit begins on the Pension Commencement Date of his retirement pension andis payable to him in monthly instalments until the limit date; or until hisdeath if before the limit date and thereafter is payable to his Spouse orBeneficiary, as the case may be, in accordance with the retirement pensionguarantee elected by the Member under Section 10 and, is reduced by any bridgebenefit or its equivalent payable from a pension plan of an Affiliated Companyor a Predecessor Company to the extent that credited service under such plan isrecognized as Credited Past Service under the Plan in accordance with paragraphs4.03(a) or 4.03(b)."

6.      Subsection 8.03 is amended by inserting inthe second paragraph immediately after the words "subsection 8.02(b)" thefollowing words "or 8.02(b.1) as the case may be".

7.       Paragraph 9.03(b)(i) is replaced by the following:

"twenty-fivepercent (25%) of the average of the YMPE's for the year of Pension Commencementdate and for each of the two immediately preceding years divided by thirty-five(35);".

8.      The following subsection isadded immediately after subsection 10.02:

          "10.02.1    Adjustmentfor Early Retirement Pension from Another CompanySource

The retirement pension determined under Section 8 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 of normal pension payable from the other company source deductedunder subsection 7.01

 

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where

"A"    equalsthe early retirement factor applied under Section 8,

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

subject to a minimum retirement pension equal to the amount determined undersubsections 7.02 or 7.03 multiplied by the early retirement factor appliedunder Section 8."

9.      Clause (a) of the firstparagraph of subsection 10.03 is replaced by the following:

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

Under this guarantee the pension is payableduring the Member's lifetime with a provision that if his Spouse survives him50% of such pension as elected by the Member at the time of electing theguarantee will be payable after his death to the Spouse nominated by the Memberat the time of electing the guarantee during the remaining lifetime of theSpouse.         

Should the Spouse die before the Member's PensionCommencement Date, the election of this guarantee shall be null and void.

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

Under this guarantee the pension is payableduring the Member's lifetime with a provision that if his Spouse survives him,either 60% (not available to Provincial Employees of Manitoba) or 66 2/3% (onlyavailable to Provincial Employees of Manitoba), 75% or 100% of such pension aselected 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.

 

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Furthermoreunder this guarantee, if the death of the Member occurs while he is still inreceipt of a bridge benefit, a corresponding percentage of the bridge benefitwill be payable after his death to such Spouse until the earlier of the date onwhich 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'sdeath.

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

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

Under this guarantee the pension is payableduring the Member's lifetime with a provision that if his Spouse survives himand his death occurs prior to having received 120 monthly payments, paymentswill be continued to the Spouse nominated by the Member at the time of electingthe guarantee until 120 payments in all have been made and thereafter 60% ofthe pension will be payable during the remaining lifetime of such Spouse.  If such Spouse predeceases the Member or diesbefore the 120 monthly payments have been made, payments will be continued tothe Member's Beneficiary until 120 monthly payments in all have been made.

Furthermoreunder this guarantee, if (i) the death of the Member occurs while he is stillin receipt of a bridge benefit, (ii) payment of the bridge benefit began beforehe attained the age that is ten years under his limit date, as such term isdefined in paragraph 8.02(c), (iii) the death of the Member occurs before havingreceived 120 bridge benefit payments and (iv) his Spouse survives him, bridgebenefit payments will be continued to the Spouse nominated by the Member at thetime of electing the guarantee until 120 bridge benefit payments in all havebeen made and thereafter 60% of the bridge benefit will be payable to suchSpouse until the earlier of the date on which the Member, had the Membersurvived,  would have reached his limitdate, as such term is defined in paragraph 8.02(c) and the date of the Spouse'sdeath.  If such Spouse predeceases theMember or dies after the Member but before 120 bridge benefit payments havebeen made, bridge benefit payments will be continued to the Member'sBeneficiary until 120 bridge benefit payments in all have been made.  If under condition (iii) above the death ofthe Member occurs after having received 120 bridge benefit payments and allother conditions remain unchanged, 60% of the bridge benefit will be payable tosuch Spouse 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 of such Spouse's death.

 

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Alternativelyunder this guarantee, if (i) the death of the Member occurs while he is stillin receipt of a bridge benefit, (ii) payment of the bridge benefit began on orafter he attained the age that is ten years under his limit date, as such termis defined in paragraph 8.02(c) and (iii) his Spouse survives him, paymentswill be continued to such Spouse nominated by the Member at the time ofelecting the guarantee 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.  If such Spouse predeceases the Member or diesafter the Member but before the date on which the Member, had the Membersurvived, would have reached his limit date, as such term is defined inparagraph 8.02(c), payments will be continued to the Member's Beneficiary untilthe date on which the Member, had the Member survived, would have reached hislimit date, as such term is defined in paragraph 8.02(c).

Should the Spouse die before the Member's Pension Commencement Date, theelection of this guarantee shall be null and void."

10.    Table A of clause (b) of thefirst paragraph of subsection 10.03 is amended by inserting after the secondentry of the first column the words "60%/10yr. guar." and after the secondentry of the second column the words "96 2/3%".

11.     The second sub-clause of clause (c) of thefirst paragraph of subsection 10.03 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 pension the Actuarial Equivalent of his retirement pension in thenormal payment guarantee and his bridge benefit is multiplied by a factor whichwill make the resulting bridge benefit the Actuarial Equivalent of his bridgebenefit that without this guarantee would normally have terminated at theearlier of his death or the limit date, as such term is defined in paragraph8.02 (c)."

 

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12.     Subsection 10.04 is amendedby adding the following paragraph:

"Theright of the surviving Spouse of a Member to a joint and survivor pension shallterminate and the pension payment guarantee elected by the Member underparagraph 10.03(a.1), 10.03(a.2) or 10.03(a.3) or under an equivalent provisionof the Plan as it read prior to 1 January 2001 shall be null and void followingmodification effected pursuant to subsection 10.10."

13.     Subsection10.06 is amended by replacing the paragraph

"Thetemporary pension is subject to the Spouse's pension payment guarantee electedby the member in respect of his retirement pension.  If the Member dies prior to the end of theperiod selected for the payment of the temporary pension, the Spouse shall bepaid the guaranteed percentage of the temporary pension for the remainder ofthe period."

by the following paragraph

"The temporary pension is subject to the Spouse's pension paymentguarantee elected by the member in respect of his retirement pension.  If the Member dies prior to the end of theperiod selected for the payment of the temporary pension, the Spouse nominatedby the Member at the time of electing the guarantee or the Beneficiary, as thecase may be, shall be paid the guaranteed percentage of the temporary pensionfor the remainder of the period."

14.    The following subsectionsare added immediately following subsection 10.09:

         "10.10  Pension Redetermination after PensionCommencement Date

Thissubsection applies to only to a member who at the relevant time is a ProvincialEmployee of Quebec.  If after PensionCommencement Date the right of a Spouse to a joint and survivor pension isterminated under Applicable Pension Law and there exists no legal obligation ordemand pending upon the Plan to pay such joint and survivor pension upon theMembers death, the Administrator must upon application by the Member or uponpartition of the retirement pension under subsection 7.04 redetermine, as ofthe effective date of such termination or if the Spouse's right terminatedprior to 1 January 2001, as of the date of application by the Member, the Member'sretirement pension that has been established based on the election by theMember of a Spouse's pension payment guarantee under paragraph 10.03(a.1),10.03(a.2) or 10.03(a.3) or under an equivalent provision of the Plan as itread prior to 1 January 2001. The redetermined retirement pension shall be inthe same amount and have the same characteristics as the retirement pensionaccording to the normal guarantee.  Theredetermination of a retirement pension under this subsection cannot aloneoperate to reduce the amount of the retirement pension paid to the Member.

 

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         10.11   Pension Payment Guarantee(transition)

15.     Subsection 11.01 is amended by deletingparagraph (a), by deleting the designation "b" of paragraph (b) and the words"after the completion of two years of Continuous Service as a Member or twoyears of Credited Service, and".

16.     Subsection 11.04 is amended by replacing thereference to "paragraph 11.01(b)" by a reference to "subsection 11.01".

17.     The two paragraphs of subsection 11.07 arereplaced by the following:

"Theamount payable to a Member's Beneficiary of any retirement pension under thenormal 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 pension payments or bridge benefit payments under theguarantee.

Theamount payable to a Member's estate of any retirement pension under the normalguarantee, the ten-year guarantee or the spouse's pension payment guarantee(option 3) and  ofany bridge benefit under the spouse's pension payment guarantee (option 3) orthe ten year guarantee shall be paid in a lump sum that is the ActuarialEquivalent of the remaining retirement pension payments or bridge benefitpayments under the guarantee."

 

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18.    Thesole paragraph of subsection 11.08 is replaced by the following:

"  TheBeneficiary designation made in accordance with subsection 11.05 shall apply toany retirement pension payments payable upon the death during retirement of aMember who received a retirement pension under the normal guarantee, the10-year pension payment guarantee or the spouse's pension payment guarantee(option 3), to any remaining retirement pension payments payable upon the deathof the Member's Spouse who received pension payments under the spouse's pensionpayment guarantee (option 3), to any bridge benefit payments payable upon thedeath of a Member who received a retirement pension 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 pension payments under the spouse's pension payment guarantee(option 3).  Should the Spouse or theContingent Annuitant nominated under any other pension payment guarantee notsurvive the Member in retirement, any payment made in accordance withsubsection 10.07 shall be made to the Member's estate."

19.    Thefirst paragraph of subsection 11.09 is amended by inserting after the words"60% Spouse Pension Payment Guarantee" the words "(option 2)" and the secondparagraph is amended by replacing the reference to subsection "11.01(b)" by areference to subsection "11.01".

20.     The sole paragraph of subsection 12.01 isreplaced by the following:

"a)    A Member, otherthan a Member who is a Provincial Employee of Quebec, whose employment with theCompany and its Affiliated Companies is terminated prior to the completion oftwo (2) years of Continuous Service while a Member or two years of CreditedService, for any reason other than Normal or Postponed Retirement, shallreceive a lump sum payment equal to the greater of the Actuarial Equivalent ofa deferred retirement pension defined in paragraph 12.03(a) and the Member'sContributions with Interest, unless the Member elects to transfer his rightsunder the Plan to another retirement plan in accordance with a TransferAgreement.

b)          A Member who is a Provincial Employee of Quebec andwhose employment with the Company and its Affiliated Companies is terminatedfor any reason other than Normal or Postponed Retirement shall, subject tonotice requirements under Applicable Pension Law, receive a lump sum paymentequal to the Actuarial Equivalent of a deferred retirement pension defined inparagraph 12.03(a), unless such payment is equal to 20% or more of the YMPE forthe year in which the Member's employment is terminated."

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21.     The opening paragraph of subsection 12.03 isreplaced by the following:

"A Member, other than a Member who is a Provincial Employee ofQuebec, whose employment with the Company and its Affiliated Companies isterminated after the completion of two years of Continuous Service while aMember or 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) for anyreason other than death or retirement, shall receive benefits under (a) unlesshe elects those under (b) or (c); a Member who is a Provincial Employee ofQuebec, whose employment with the Company and its Affiliated Companies isterminated for any reason other than death or retirement and who has notreceived a lump sum payment under paragraph 12.01(b), shall receive benefitsunder (a) unless he elects those under (b) or (c):"

22.     Paragraph12.03(a) is replaced by the following:

"(i)    a deferredretirement pension computed in accordance with Section 7 using the Member'sdate of termination of employment as the Date of Determination and payable atNormal Retirement Date, plus

(ii)        if the Member is a Provincial Employee of Quebec, adeferred retirement pension that is the Actuarial Equivalent of the excessbenefit, if any, calculated in accordance with paragraph 13.01(a) using thedate of termination as the Date of Determination and payable at NormalRetirement Date, or if the Member is not a Provincial Employee of Quebec, alump sum equal to the excess benefit, if any, calculated in accordance withparagraph 13.01(a) using the date of termination as the Date of Determination,plus

(iii)       a deferredretirement pension that is the Actuarial Equivalent of the excess benefit, ifany, calculated in accordance with paragraph 13.01(b) using the date oftermination as the Date of Determination, subject to a maximum amount equal tothe amount by which the maximum retirement pension determined in accordancewith Revenue Rules exceeds the sum of the deferred retirement pensiondetermined under (i) above and the deferred retirement pension that is theActuarial Equivalent of the excess benefit, if any, calculated in accordancewith paragraph 13.01(a) using the date of termination as the Date ofDetermination and payable at Normal Retirement Date, plus

 

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(iv)       the portion of thevalue of the excess benefit that may not be used to constitute a pension, ifany, by reason of the maximum set in accordance with (iii) above, shall be paidin a lump sum in cash."

23.     Paragraph 12.03(b) is replaced by thefollowing:

"a lump sum payable in accordance with subsection 12.05 and equal tothe sum of (i), (ii) and (iii) below:

(i)                the Actuarial Equivalent of thedeferred retirement pension defined in (a)(i), plus

(ii)              the excess benefit calculatedin accordance with Section 13.01(a) using the Member's date of terminationas the Date of Determination, plus

(iii)            the excess benefit calculated in accordance with Section 13.01(b) usingthe Member's date of termination as the Date of Determination."

24.    The following subsections are addedimmediately after subsection 12.06:

          "12.07   Ceasingto be a Canadian Resident

A Member whose employment with the Company and its Affiliated Companieswas terminated while he was a Provincial Employee of Quebec and who has notbeen residing in Canada for at least two years is entitled, upon application tothe Administrator, to receive a lump sum payment equal to the value, accordingto his entitlement, of his retirement pension.

         11.08  OntarioGrowing-in rights - Bracebridge Works Closing

 

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25.     Subsection 13.01 is replaced by thefollowing:

"The excess benefit as of a Member's Date of Determination is equalto the sum of

(a)        the amount, if any, by whichMember Contributions together with Interest to Date of Determination, exceed50% of the Actuarial Equivalent value of the retirement pension at Date ofDetermination; and

(b)        the amount, if any, by which Aexceeds B

where

"A"    equals the sum of (i)the Actuarial Equivalent value of a hypothetical retirement pension at Date ofDetermination having the same characteristics as the normal pension, based onthe assumption that payment of the retirement pension begins at the Member'sNormal Retirement Date and allowing for adjustment of the retirement pensionbetween the Date of Determination and the date that precedes by ten years hisNormal Retirement Date.  The adjustmentshall be the percentage corresponding to 50% of the change in the seasonallyunadjusted All Items Consumer Price Index for Canada published by StatisticsCanada between the month of the Date of Determination and the month theadjustment ceases;  however, theannualized adjustment rate cannot be less than 0% or greater than 2%; and (ii)the excess benefit as of the Date of Determination equal to the amount, if any,by which Member Contributions together with interest to Date of Determination,exceed 50% of amount determined under (i) above;

"B"    equals the sum of (i)the Actuarial Equivalent value of the retirement pension at Date ofDetermination; and (ii) the excess benefit as of the Date of Determinationequal to the amount, if any, by which Member Contributions together withinterest to Date of Determination, exceed 50% of the Actuarial Equivalent valueof the retirement pension determined under (i) above."

26.    The paragraph of subsection 16.05 is replacedby the following:

"Two persons, one of whom must be an active Member and one of whom mustbe a non-active Member, will be elected by the Members in the manner describedbelow.  These two persons will beCommittee Members and will have the right to vote in respect of all decisionsto be taken by the Pension Committee (hereinafter referred to as "VotingCommittee members").

Two additional persons, one of whom must be an active Member and one ofwhom must be a non-active Member, will be elected by the Members in the mannerdescribed below.  These two additionalpersons will be Committee Members and will have the same rights as the otherCommittee Members except the right to vote in respect of all decisions to betaken by the Pension Committee (hereinafter referred to as "Non-votingCommittee Members")."

 

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27.     The paragraph of subsection16.07 is replaced by the following:

"The Pension Committeeshall send or cause to be sent, with the notice calling the annual meeting ofMembers at which an election of Committee members is to be held, the followingdocuments:

to each activeMember

a)    a list of all active Memberswho have filed their candidacy with the secretary of the Pension Committeewithin the prescribed delay and with the required endorsements;

b)    a proxy form under the terms ofwhich the active Member shall be asked to vote (i) to proceed in the manner setout in the Plan for the election of Committee members and (ii) by selecting oneor two persons from the said list of active Members;

to each non-active Member

c)      a list of allnon-active Members who have filed their candidacy with the secretary of thePension Committee within the prescribed delay and with the requiredendorsements;

d)     a proxy form under the terms of which the non-active Member shall beasked to vote (i) to proceed in the manner set out in the Plan for the electionof Committee members and (ii) by selecting one or two persons from the saidlist of non-active Members."

28.    The heading of subsection 16.08 is amendedby deleting the words "by Majority" and the sole paragraph of subsection 16.08is replaced by the following:

"Provided a majority of the votes cast by Members shall be in favourof the rules set out in the Plan for the election of four Committee members,the active Member and the non-active Member who has received the greatestnumber of votes shall be elected as the Voting Committee members for a term ofthree years beginning immediately after the annual meeting of Members and theactive Member and non-active Member who has received the second greatest numberof votes shall be elected as the Non-voting Committee members for a term ofthree years beginning immediately after the annual meeting of Members."

 

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29.    Subsection 16.09 is amended by replacing thewords "one active and one non-active Member" by the words "two active and twonon-active Members".

30.    Subsection 16.10 is amended by deleting theword "two".

31.    The paragraph of subsection 16.11 isreplaced by the following:

"For the purposes of Sections 16 and 17 only, "active Member" shallmean a Member whose employment has not been terminated and a "non-activeMember" shall mean any Member other than an active Member and, for thepurposes only of receiving notice of the annual meeting referred to insubsection 17.01 and voting for Committee members, non-active Member shallinclude a Beneficiary who is in receipt of a pension under the Plan pursuant toSection 10 or 11."

32.    Subsection 17.01 is amended by replacing insubclause (c)(i) of the fourth paragraph the word "two" by the words "one tofour", and by replacing in subclauses (c)(ii) and (c)(iii) and in clause (d)the words "or two" by words "to four".

The above amendments are effectivefrom 1 January 2001 except for section 1 which is effective from 1 June 2002and that part of section 24, which adds subsection 12.08 to the Plan, which iseffective from 14 May 2002.

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**SCHEDULE OF AMENDMENTS 02-2**

 

1.     A new Section 5 entitled"CONTRIBUTIONS BY A PARTICIPATING COMPANY AND RIGHT TO TAKE A CONTRIBUTIONHOLIDAY" is added to the plan and contains the following subsections:

"5.0.01   A Participating Company shall contribute to thePlan such amount, in addition to the Member Contributions, as shall beconsidered necessary on the advice of the Actuary to provide the pensions,benefits and other payments provided under the Plan and to defray fees andexpenses provided under subsections 16.12 and 16.13.  A Participating Company will pay suchcontributions on a monthly basis during each fiscal year.

5.0.02       Forgreater certainty but without restricting the generality of the foregoing, anysurplus assets while the Plan is ongoing, as determined by the Actuary of thePlan, or a part thereof, may at the discretion of the Company, be appropriatedto the payment of the contributions of a Participating Company (suchappropriation is hereinafter referred to as a "Contribution Holiday").  Effective on 1 January 2003, the right of aParticipating Company to take a Contribution Holiday, is confirmed pursuant tothe provisions of the Supplemental Pension Plans Act (R.S.Q., chapter R.15.1)as amended by An Act to Amend the Supplemental Pension Plan Act and OtherLegislative Provisions (S.Q. 2000, chapter 41).

5.0.03       Effective1 January 2003, the provisions of this Section 5.0 prevailover any other provision of the Plan or any agreement and are binding on everyperson having rights or obligations under the Plan."

2.      A new Section 5.1 entitled "MEMBERCONTRIBUTIONS" is added and contains articles 5.01 to 5.05 of the currentSection 5 which are renumbered 5.1.01 to 5.1.05 respectively.

3.     The current Section 5 is deleted.

4.      Subsections 1.01, 2.22 and 2.24  are amended by replacing the referenceto Section "5" by a reference to Section "5.1".

5.     Subsection 5.1.01 is amended by replacing thereference to subsection "5.02" by a reference to subsection "5.1.02".

 

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6.     Subsection 5.1.02.1 is amended by replacing thereference to subsections "5.01 and 5.02" by a reference to subsections "5.1.01and 5.1.02".

7.     Subsection 5.1.05 is amended by replacing thereference to subsection "5.04" by a reference to subsection "5.1.04".

The above amendments areeffective from 1 January 2003.

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**SCHEDULE OF AMENDMENTS 02-3**

1.     The following subsection is added immediatelyfollowing subsection 19.09:

19.10   Pension Augmentation at 1 October 2002

19.10.1         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.

Notwithstanding thepreceding, this pension augmentation is not applicable if a Member at hisCommencement Date has less than 100% of the Company's contributions to hisretirement income vested and has less than 10 years of Credited Service.

19.10.2     For the purposes ofthis subsection 19.10 only, the following expressions shall have the meaningsset out below:

"Commencement Date" means theearliest 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 Price Index" for a monthmeans the Consumer Price Index for the month as published by Statistics Canadaunder authority of the Statistics Act or the corresponding index of the countryin whose currency the Monthly Pension is paid at a fixed rate of exchange.

 

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"MonthlyPension" means the monthly equivalent of the pension referred to in paragraph19.10.1 excluding, in the case where the pension commenced between 1 April 1975and 1 January 1976 inclusively or in the case where the termination date wasbefore 1 February 1976, any increase paid under the provisions of theGovernment Annuity Improvement Act, Chapter 83, Statutes of Canada 1974-75-76.

"AdjustedMonthly Pension" means the Monthly Pension payable at 1 October 2002, excludingthat portion which ceases to be paid at age 65, orpayable at normal retirement date in the case of a deferred pension.

"AugmentationFactor" means the factor determined by the following 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)        thenumber of months that the Commencement Date precedes 1 October 2002, 

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[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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"CPI1"  equals theaverage Consumer Price Index for the 12-month period ending 30 June 2002,

                                       and

"CPI2"  equals theaverage Consumer Price Index for the 12-month period ending the later of

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

"AdjustedAugmentation Factor" means the factor determined by the following formula:

Augmentation Factor x A----------------------------------------------Adjusted Monthly Pension

where A equals the lesser of

(i)      Adjusted MonthlyPensionand(ii)     $25,000.00 or wherethe Monthly Pension is paid at a fixed rate of exchange in a currency otherthan Canadian dollars, the equivalent of $25,000.00 in that other currencyconverted at the rate of exchange of 30 June 2002.

19.10.3     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.

19.10.4     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 ofcalculating such augmentation.

 

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19.10.5     Unless it is an integralnumber of hundreds of 1%, the sum, on a compounded basis, of the augmentationfactors under this and all previous pension augmentations since CommencementDate shall be rounded to the next higher multiple of 0.01%.

19.10.6     The Monthly Pensionpayable for a particular month on or after the effective date of thisaugmentation shall not exceed the maximum pension augmented with increases ofthe Consumer Price Index as required by Revenue Rules.

2.     Section 2.38 is amended byadding the following paragraphs immediately after the first paragraph:

"For the purposes of qualifying as a spouse under a conjugalrelationship, the birth or adoption of a child during a marriage or a period ofconjugal relationship prior to the period of conjugal relationship existing onthe day as of which spousal status is established may qualify a person as aspouse.

For the purposes of qualifying as a spouse and in addition to amarriage or a conjugal relationship described above, any other form or qualityof relationship provided for or recognized under Applicable Pension Laws mayqualify a person as a spouse."

3.     Paragraph 12.04(b) isamended by replacing the words "date on which he attains the age of 55 years"by the words " earliest date on which his Number of Points is at least 75 andhe is 55 years of age or over,".

4.     The following subsection isadded immediately after subsection 16.14:

"16.14.1    Power of PensionCommittee to recommend

The Pension Committee may, at all times, submit its recommendationsregarding amendments to be made to the Plan in accordance with Section 18."

The above amendments shall come into force on the followingdates:  Section 1 on 1 October 2002,Sections 2 and 4 on 1 January 2001 and Section 3 on 31 December 2000.

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**SCHEDULE OF AMENDMENTS 02-4**

1.     Subsection 5.1.02.1 is amended to read asfollows:

"Notwithstandingparagraphs 3.07(i) and 4.05(b) and subsections 5.1.01 and 5.1.02 and witheffect from 31 December 2000 to and including 31 December 2002, a Member otherthan a CAW Member is exempted from contributing to the Plan. 

A Memberwho otherwise would have been required to contribute to the Plan if not for theexemption granted under this subsection shall be deemed to have beencontributing to the Plan throughout the exemption period for the purpose onlyof qualifying under the fifth clause of subsection 1.01, under paragraphs8.02(c) and 14.01(a) and under Annexes C and D."

The aboveamendment shall come into force on 31 December 2002.

 

 

 

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