**Exhibit 10.34**THIS **SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**, amended, restated and executed at Montreal, Quebec, byLafarge Canada Inc.     WITNESSETH THAT:     WHEREAS, Lafarge Canada Inc. (“**Lafarge**”) maintains for the benefit of certain employees anunfunded retirement plan known as the Lafarge Canada Inc. Supplemental Executive Retirement Plan toprovide certain benefits to those employees in addition to those payable under the Lafarge CanadaInc. Salaried Employees’ Pension Plan (the “**Retirement Plan**”);     NOW, THEREFORE, the Lafarge Canada Inc. Supplemental Executive Retirement Plan is herebyamended and restated, effective 31 October 2001, as follows:   Section 1. Defined Terms. As used herein, the term “Plan” means thisLafarge Canada Inc. Supplemental Executive Retirement Plan,effective as of 7 May 1997, and as from time to time in effectthereafter. Unless the context clearly indicated otherwise,the other words and phrases used in this Plan shall have themeanings assigned to them under the provisions of theRetirement Plan.   Section 2. Nature of the Plan. This plan is intended to be an unfundedplan (except as otherwise provided under the Plan) maintainedprimarily for the purpose of providing pension benefits for aselect group of management or highly compensated employees ofLafarge.   Section 3. Administration. This Plan shall be administered by the Boardof Directors of Lafarge (the “**Board**”). The Board shallinterpret the provisions of this Plan and perform and exerciseall of the duties and powers granted to it under the terms ofthis Plan by action of a majority of its members in office fromtime to time. The Board may adopt such rules and regulationsfor the administration of this Plan as are consistent with theterms hereof and shall keep adequate records of its proceedingsand acts. All interpretations and decisions made and otheraction taken by the Board shall be conclusive and binding uponall parties having or claiming to have an interest under thisPlan.   Section 4. Eligibility. Each Employee who is an Executive for thepurposes of Part V of the Retirement Plan shall be a PlanMember for purposes of this Plan.   Section 5. Benefits. If a Plan Member, a Spouse or a designatedbeneficiary or, estate in lieu of, commences to receive amonthly retirement income, or would have been eligible tocommence receiving a monthly retirement income where benefitsunder the Retirement Plan have been commuted, then Lafarge shall
 

 
**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN** Page 2     pay to such Plan Member, Spouse, designated beneficiary or estate a monthly retirement income equalto the amount by which: i) the monthly retirement income that would have been payable tosuch Plan Member, Spouse, designated beneficiary or estate under the RetirementPlan had such income been computed without regard to the maximum benefitslimitation imposed by the Retirement Plan, exceeds  ii) the monthly retirement income payable under the Retirement Planor where benefits under the Retirement Plan have been commuted, the monthlyretirement income that is the Actuarial Equivalent to the benefit commuted.     For greater clarity, the sum of the monthly amounts payable or which would have beenpayable as aforesaid to such Plan Member, Spouse, designated beneficiary or estateunder this Plan and the Retirement Plan will equal the monthly amount such PlanMember, Spouse, designated beneficiary or estate would have been entitled to receiveunder the provisions of the Retirement Plan if such amount was computed withoutregard to the maximum benefits limitation of the Retirement Plan. If a Plan Member,a Spouse, a designated beneficiary or an estate commences to receive a monthlyretirement income under the Retirement Plan, the benefits payable under this Planshall be paid coincident with the benefits paid to such Plan Member, Spouse,designated beneficiary or estate under the Retirement Plan. Where benefits underthe Retirement Plan have been commuted, the benefits under this Plan payable to aPlan Member, a Spouse, a designated beneficiary or estate shall commence to be paidon the first of any month as elected by the Plan Member, Spouse, designatedbeneficiary or estate as applicable, provided that such date is not earlier or laterthan the earliest or latest retirement date under the Retirement Plan. The benefitsto a Plan Member, Spouse, designated beneficiary or estate cannot be commuted andtransferred from the Plan, except as otherwise provided in Section 8.   Section 6. Expatriates. Any period, following a period of employment inCanada, during which the Plan Member received no Earnings fromLafarge or a Participating Company and throughout which thePlan Member was employed by a foreign associate or affiliate ofLafarge or of a Participating Company, shall be considered asCredited Service for the purpose of the computation of thebenefit under Section 5.(i).   Section 7. Vesting. Benefits under the Plan shall vest in the PlanMember, the Spouse, the designated beneficiary or estate underthe same conditions as under the Retirement Plan.
 

 
**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN** Page 3   Section 8. Commuting. Lafarge reserves the right to commute benefits dueunder the Plan and pay such commuted value in a lump sum amountto the Plan Member,Spouse, designated beneficiary or estate, as applicable, provided that such commutedvalue qualifies as a small amount under the rules and regulations governing theadministration of the Plan. Commuted values shall be calculated in accordance withsuch rules and regulations.   Section 9. Source of Benefits. The benefits payable under this Planshall be paid by Lafarge solely out of its general assets. Noprovision of this Plan shall be deemed or construed to createa trust fund of any kind or to grant to any Plan Member or hisor her Spouse or other beneficiary any property right orbeneficial ownership interest of any kind in the assets ofLafarge. To the extent that any Plan Member or his or herSpouse or other beneficiary acquires a right to receivepayments from Lafarge under this Plan, such right shall be nogreater than the right of any unsecured general creditor ofLafarge.   Section 10. Spendthrift Provision. No right or interest of a Plan Memberor his or her Spouse or other beneficiary under this Plan maybe assigned, transferred or alienated, in whole or in part,either directly or by operation of law, and no such right orinterest shall be liable for or subject to any debt,obligations or liability of such Plan Member, Spouse orbeneficiary.   Section 11. Employment Non-contractual. The establishment of this Planshall not enlarge or otherwise affect the terms of any PlanMember’s employment with Lafarge, and Lafarge may terminatethe employment of such Plan Member as freely and with the sameeffect as if this Plan had not been established.   Section 12. RCA Trust. Upon a Change of Control, as defined under Section14, Lafarge shall, as soon as possible, but in no event laterthan twenty (20) days following the Change of Control,establish a Trust (“**RCA Trust**”) which will qualify asRetirement Compensation Arrangement under the *Income Tax Act*(Canada), and make an irrevocable contribution to the RCATrust in an amount that is sufficient to pay each Plan Memberwho has completed at least five (5) years of membership in theRetirement Plan, or Spouse or beneficiary of such Plan Member,the benefits to which they would be entitled pursuant to theterms of the Plan as of the date on which the Change ofControl occurred. The RCA Trust shall be establishedconcurrently with the making of such contribution and shallhave terms and conditions substantially similar to the draftRetirement Compensation Arrangement Trust Agreement appendedto the Plan.     Any payment out of the RCA Trust shall discharge, to the extent of such payment, theobligations of Lafarge under this Plan.
 

 
**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN** Page 4   Section 13. Amount of Contribution. The amount of the contribution to the RCA Trust shallbe determined by Lafarge using assumptions and methods consistent with the windup of theRetirement Plan on the date of Change of Control and which take into account the tax treatmentof the RCA Trust. Such amount shall be determined for the Plan Members as a group, unless theBoard decides otherwise. Benefits payable under the Plan to a Plan Member not eligible to receivean immediate pension shall be valued by taking into account his Credited Service andFinal Average Earnings under the Retirement Plan up to the date of Change of Controland on the assumption that such Plan Member would have chosen to receive his pensionon the date that produces the greatest retirement value.   Section 14. Change of Control. Unless the context clearly indicates otherwise, forpurposes of this Plan: (a) “Board of Company” means the Board of Directors of Company.  (b) “Change of Control” means either (i) a Change of Control ofCompany or (ii) a Change of Control of Lafarge, S.A.  (c) “Change of Control of Company” means any one of the following: (1) Continuing Directors no longer constitute at leasttwo-thirds of the Directors constituting the Board of Company;  (2) Except for Lafarge, S.A. and its subsidiaries, anyperson or group of persons (as defined in Rule 13d-5 under the *SecuritiesExchange Act of 1934*), together with its or their respective affiliates (asdefined in Rule 405 under the *Securities Act of 1933*), becomes thebeneficial owner, directly or indirectly, of 20% or more ofCompany’s then outstanding common stock or 20% or more of voting power ofCompany’s then outstanding securities entitled generally to vote for theelection of directors in a transaction opposed by at least a majority ofthe Continuing Directors in office immediately prior to consummation ofsuch acquisition;  (3) The occurrence or the approval by Company’sstockholders of the merger or consolidation with any other corporation, thesale of all or substantially all of the assets of Company or theliquidation or dissolution of Company unless, in the case of a merger orconsolidation, the Continuing Directors in office immediately prior to suchmerger or consolidation will constitute at least two-thirds of thedirectors constituting the board of directors of the surviving corporationof such merger or consolidation and any parent (as
 

 
**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN** Page 5   defined in Rule 12b-2 under the *Securities Exchange Act of 1934*of the United States of America)of such corporation;  (4) At least a majority of the Continuing Directors inoffice immediately prior to the occurrence of any of the events describedin paragraphs (1), (2) or (3) of this Section 14(c), determines that anysuch event, if it occurs, would constitute, a Change of Control of Company;or  (5) At least a majority of the Continuing Directors inoffice immediately prior to any other action taken or proposed to be takenby Company’s stockholders or by the Board of Company, determines that suchaction constitutes, or that such proposed action, if taken, wouldconstitute a Change of Control of Company. (d) “Change of Control of Lafarge, S.A.” means either of thefollowing: (1) At least a majority of the Continuing Directors inoffice immediately prior to the occurrence of any event involving Lafarge,S.A. of the nature described in paragraphs (1), (2) or (3) of Section 14(c)hereof, determines that such event, if it occurs, would constitute a Changeof Control of Lafarge, S.A.;  (2) At least a majority of the Continuing Directors inoffice immediately prior to any other action taken or proposed to be takenby Lafarge, S.A. stockholders of by its board of directors, determines thatsuch action constitutes, or that such proposed action, if taken, wouldconstitute a Change of Control of Lafarge, S.A. (e) “Company” means Lafarge North America Inc.  (f) “Continuing Directors” means those persons who are either (i)Directors on the date hereof, (ii) Directors designated as Continuing Directorsby a majority of the Continuing Directors, (iii) Directors elected by amajority of the Continuing Directors at a meeting of the Board, (iv) Directorsnominated by a majority of the Continuing Directors who are thereafter electedby the stockholders of Company at a meeting thereof, or (v) Directors electedby consent of the stockholders of Company if, thereafter, a majority of theContinuing Directors designate such Director as a Continuing Director;provided, however, that a Continuing Director associated or affiliated with, oracting as an agent or nominee, of any person or group of persons (as defined inRule 13d-5 under the *Securities Exchange Act of 1934*), or their respectiveaffiliates (as defined in Rule 405 under the *Securities Act of 1933*),initiating or attempting to initiate a transaction designed to result in aChange of Control of Company or a Change of Control of Lafarge, shall not bedeemed a Continuing Director.
 

 
**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN** Page 6 (g) “Directors” means the members of the Board of Company.   Section 15. Amendment and Termination. The Board shall have the right and power at anytime and from time to time to amend this Plan, in whole or in part, and at any time toterminate this Plan; provided, however, that no such amendment or termination shall reduce oreliminate Lafarge’s obligation for the payment of benefits accrued under this Plan as of thedate of such amendment ortermination, such benefits to be determined as if the Retirement Plan had terminatedon that date.LAFARGE CANADA INC.Per: /s/ Alain Fredette