ALCAN ALUMINUM CORPORATION HOURLY EMPLOYEES' SAVINGS PLAN

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EXHIBIT 4.1.1

ALCAN ALUMINUM CORPORATION

HOURLY EMPLOYEES' SAVINGS PLAN

(Amendment and Restatement

Generally Effective as of January 1, 2000)

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FOREWORD

Effective as of October 28, 1987, Alcan Aluminum Corporation adopted the Alcan

Aluminum Corporation Hourly Employees' Savings Plan (the "Plan") for the benefit

of Eligible Employees.

Since its inception, the Plan has been amended from time to time, and was most

recently amended and restated, generally effective September 1, 1997 (except as

otherwise specifically provided herein, including, without limitation, Appendix

G hereto) to reflect changes in the administration of the Plan and to make

certain other changes. The Plan is again amended and restated, generally

effective January 1, 2000, to further reflect the requirements of the Uniformed

Services Employment and Reemployment Rights Act of 1994, the Small Business Job

Protection Act of 1996, the Tax Reform Act of 1997, the Internal Revenue Service

Restructuring and Reform Act of 1998 and other new laws, and to make certain

other changes.

This restatement is generally effective January 1, 2000. Except as the text may

provide otherwise, the terms and provisions of the Plan as hereinafter set forth

and as it hereafter may be amended from time to time, establish the rights and

obligations with respect to the operation of the Plan and all transactions

hereunder on and after January 1, 2000, or, to the extent that the new laws

referred to above require an earlier effective date for a specific provision

hereof, such earlier date. This restatement shall not, however, be construed to

cause a retroactive increase or decrease in the amount of any contributions

previously allocated under the prior terms of this Plan with respect to

Participants whose employment terminated before January 1, 2000, except as

expressly provided otherwise.

The Plan in its entirety is intended to be a profit sharing plan and a qualified

cash and deferred arrangement and to comply with the provisions of Sections

401(a) and 401(k) of the Code. The adoption of this restatement of the Plan is

expressly conditioned upon receipt of a favorable determination letter from the

Internal Revenue Service with respect to the Plan as restated in this document.

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Alcan Aluminum Corporation Hourly Employees' Savings Plan

(Amendment and Restatement Generally Effective as of January 1, 2000)

Table of Contents

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ARTICLE PAGE

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FOREWORD................................................................................................... 1

ARTICLE 1 DEFINITIONS.............................................................................. 1

ARTICLE 2 ELIGIBILITY AND PARTICIPATION............................................................ 9

ARTICLE 3 AFTER-TAX CONTRIBUTIONS AND BEFORE-TAX CONTRIBUTIONS..................................... 13

ARTICLE 4 EMPLOYER CONTRIBUTIONS................................................................... 21

ARTICLE 5 INVESTMENT OF CONTRIBUTIONS.............................................................. 25

ARTICLE 6 VALUATION................................................................................ 30

ARTICLE 7 VESTING.................................................................................. 31

ARTICLE 8 WITHDRAWALS.............................................................................. 32

ARTICLE 9 DISTRIBUTIONS ON TERMINATION OF EMPLOYMENT............................................... 36

ARTICLE 10 MISCELLANEOUS............................................................................ 40

ARTICLE 11 FIDUCIARY AND ADMINISTRATION............................................................. 44

ARTICLE 12 MANAGEMENT OF THE TRUST FUND............................................................. 49

ARTICLE 13 AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION....................................... 51

ARTICLE 14 PARTICIPATION IN PLAN BY SUBSIDIARY OR AFFILIATED COMPANY................................ 53

ARTICLE 15 LOANS TO PARTICIPANTS.................................................................... 54

ARTICLE 16 ROLLOVERS AND TRANSFERS.................................................................. 59

ARTICLE 17 IN EVENT PLAN BECOMES TOP-HEAVY.......................................................... 61

APPENDIX A ADOPTION TERMS AND CONDITIONS........................................................... 64

APPENDIX B TEMPORARY PROVISIONS AND RESTRICTIONS WITH RESPECT TO CERTAIN TRANSACTIONS............... 72

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ARTICLE 1

Definitions

The following words and phrases, as used herein, shall have the following

meanings unless a different meaning is plainly required by the context. Some of

the words and phrases used in the Plan are not defined in this Article 1, but

for convenience are defined as they are introduced into the text.

1.1 "Accounts" means a Participant's After-Tax Account, Basic Account,

Before-Tax Account, Qualified Contributions Account, Rollover Account and

any other account established pursuant to an Appendix attached hereto.

1.2 "Act" means the Employee Retirement Income Security Act of 1974, as

amended from time to time, and all lawful regulations and pronouncements

promulgated thereunder. Whenever a reference is made to a specific section

of the Act, regulations or pronouncements, such reference shall be deemed

to include any successor provisions having the same or a similar purpose.

1.3 "Affiliated Company" means (a) Alcan Inc. (or for periods prior to March

1, 2001, Alcan Aluminium Limited), (b) any corporation affiliated

therewith through more than 50% ownership, (c) any corporation, trade or

business designated by the Corporation to be an Affiliated Company of the

Corporation, and (d) any Employer or any other member of the Corporate

Group.

1.4 "After-Tax Account" means the Account to which the Participant's After-Tax

Contributions are credited, as adjusted in accordance with Article 6.

1.5 "After-Tax Contributions" means the contributions of a Participant by

means of payroll deductions from the Participant's Compensation after

applicable income taxes pursuant to Section 3.1.

1.6 "Alternate Payee" means a person who has or may potentially have a right,

pursuant to a Qualified Domestic Relations Order, to receive all or a

portion of the benefits payable under the Plan with respect to a

Participant.

1.7 "Appropriate Form" means the form provided or prescribed by the Plan

Administrator for the particular purpose.

1.8 "Basic Account" means the account maintained for a Participant to which is

credited the Basic Contributions, if any, made on account of the

Participant, as adjusted in accordance with Article 6.

1.9 "Basic Contributions" means the contributions of an Employer, if any,

pursuant to Section 4.1. (See Appendices attached to this Plan.)

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1.10 "Before-Tax Account" means the Account maintained for a Participant to

which Before-Tax Contributions are credited, as adjusted in accordance

with Article 6.

1.11 "Before-Tax Contributions" means the contributions made by the Employer

pursuant to an election by a Participant to reduce any Compensation and/or

Special Compensation otherwise currently payable to the Participant by an

equal amount in accordance with the provisions of Section 3.2.

1.12 "Beneficiary" means a beneficiary or beneficiaries entitled to receive any

benefits payable after the death of the Participant, as provided in

Section 2.5.

1.13 "Board" means the Board of Directors of the Corporation.

1.14 "Code" means the Internal Revenue Code of 1986, as amended from time to

time, and all lawful regulations and pronouncements promulgated

thereunder. Whenever a reference is made to a specific section of the

Code, regulations or pronouncements, such reference shall be deemed to

include any successor provisions having the same or a similar purpose.

1.15 "Compensation" means direct compensation of a continuing nature paid to an

Eligible Employee during any payroll period by an Employer or Employers.

Compensation includes, but is not limited to, regular base pay, incentive

program pay, overtime and other premium pay, lump sums which are paid

after January 1, 1989 in lieu of salary or wage increases to each member

of a defined group in a way which does not discriminate in favor of highly

paid Employees, and amounts contributed by compensation reduction and

deferral to the Plan and to any plan under Section 125 or 132(f)(4) of the

Code. Compensation excludes, but the exclusion is not limited to, pay on

the inactive payroll, Special Compensation as defined herein, gain sharing

or similar payments (whether or not designated as Special Compensation),

and vacation pay made in a lump sum because of termination.

The amount of Compensation which, on an aggregate basis together with

Special Compensation, is taken into account hereunder shall not be in

excess of $170,000 for the Plan Year beginning January 1, 2000, or such

higher dollar limit as may be in effect for any other Plan Year in

accordance with the applicable provisions of Section 401(a)(17) of the

Code. For any period shorter than a full Plan Year, the applicable

limitation set forth in the immediately preceding sentence shall be

multiplied by a fraction, the numerator of which is the number of months

in such period, and the denominator of which is twelve.

1.16 "Corporate Group" means the Corporation, any other Employer, and any other

company which is related to the Corporation or any other Employer as a

member of a controlled group of corporations in accordance with Section

414(b) of the Code, as a trade or business under common control in

accordance with Section 414(c) of the Code, as an affiliated service group

in accordance with Section 414(m) of the Code, or in any other manner in

accordance with Section 414(o) of the Code. For the purposes under the

Plan of determining a person's period of employment, each such other

company shall be included in the Corporate

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Group only for such period or periods during which such other company is a

member of such controlled group, under such common control, an affiliated

service group or otherwise required to be aggregated, except as is

designated pursuant to Section 14.2.

1.17 "Corporation" means Alcan Aluminum Corporation and any successor to such

corporation by merger, or any other corporation or business entity which

agrees to assume the position of Corporation hereunder.

1.18 "Disability" means disablement by disease or accidental bodily injury

which prevents a person from performing any and every duty of his normal

occupation, as determined by the Plan Administrator pursuant to uniform

and nondiscriminatory rules, and which has lasted continuously for a

six-month period.

1.19 "Domestic Relations Order" means any judgment, decree or order as defined

in Section 414(p)(1)(B) of the Code.

1.20 "Effective Date" means October 28, 1987. The general effective date of

this amendment and restatement is January 1, 2000.

1.21 "Eligible Employee" means an Employee who is: (a) regularly employed on a

full-time basis on the active payroll by an Employer or by another member

of the Corporate Group at a unit or division designated for participation

in the Plan by the board of directors of such Employer, all in the manner

and subject to the conditions contemplated under Articles 2 and 14 and any

applicable Appendix; or (b) employed on a part-time or temporary basis on

the active payroll by an Employer at a unit or division so designated for

participation in the Plan but only as and when such Employee has completed

a one-year period of Service, commencing with the date the individual

first performed an hour of service within the meaning of 29 CFR Section

2530.200b-2(a)(1) (which is incorporated herein by this reference) for any

Affiliated Company or Predecessor Company. In no event, however, shall a

person constitute an Eligible Employee who (i) is not paid from the active

payroll of an Employer or any other member of the Corporate Group, (ii) is

employed in accordance with an oral or written employment, consulting or

other agreement or arrangement, the terms and conditions of which directly

or indirectly preclude his participation in this Plan, or (iii) is treated

as an Employee of the Employer or other member of the Corporate Group

solely by reason of being an Leased Person, or otherwise performs services

for an Employer or member of the Corporate Group pursuant to an

arrangement between such Employer or Corporate Group member and any other

third party (including without limitation a leasing organization or

temporary agency).

Notwithstanding the foregoing, only an Employee who is represented by a

collective bargaining agent recognized by an Employer shall be deemed to

be an `Eligible Employee' and only after such status results as a term or

condition of the collective bargaining agreement between such collective

bargaining agent and the Employer. Any such Employee represented by a

collective bargaining agent shall be entitled to participate in the Plan

only to the extent and on the terms and conditions specified in such

collective

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bargaining agreement.

1.22 "Employee" means any common law employee or Leased Person of an Employer.

The word "Employee" does not include any person who is categorized by an

Employer or any Affiliated Company solely as a director or independent

contractor or otherwise self-employed individual. In the event that a

person renders service to an Employer or any Affiliated Company as a

common law employee and in another capacity as a director, an independent

contractor or otherwise as a self-employed individual, he shall be

considered to be an Employee hereunder only in his capacity as a common

law employee.

1.23 "Employer" means the Corporation and any entity which is an Affiliated

Company pursuant to subsections (a), (b) or (c) of Section 1.3, which

entity is designated an Employer by the Board and adopts the Plan as

provided in Article 14 hereof.

1.24 "Entry Date" means, except as otherwise set forth in any Appendix hereto,

the first day of any calendar month. (For the date participation may

commence for an Eligible Employee, see Section 2.2 of this Plan.)

1.25 "Highly Compensated Employee" or "HCE" means for any Plan Year, an

Employee who performs services for an Employer during the Plan Year and

who (i) during the twelve-month period immediately preceding the first day

of the Plan Year (the "Look Back Year") had compensation (as defined in

Section 414(q)(4) of the Code) in excess of $85,000 for the calendar year

beginning January 1, 2000 (or such other amount determined from time to

time under Section 414(q)(1) of the Code), or (ii) is a 5% owner of an

Employer (as defined in Section 416(i)(1) of the Code) at any time during

the Plan Year or the Look Back Year; provided, however, that as used in

Section 3.2, the term HCE shall mean those persons determined as of the

first day of a Plan Year to be such regardless of any changes in the

compensation of such persons or other persons during any other portion of

the Plan Year. The determination of who is an HCE, will be made in

accordance with Section 414(q) of the Code.

1.26 "Home Loan" means a Loan used to acquire, but not to construct, any

dwelling unit which within a reasonable time is to be used (determined at

the time the loan is made) as the principal residence of the Participant.

1.27 "Leased Person" means any individual (other than a common law employee of

an Employer or an Affiliated Company) who, pursuant to an agreement

between the Employer or Affiliated Company and any other person or leasing

organization ("Leasing Organization") has performed services for the

Employer or Affiliated Company (or for related persons determined in

accordance with Section 414(n)(6) of the Code) on a substantially

full-time basis for a period of at least one (1) year, and such services

are performed under the primary direction or control of the Employer or

Affiliated Company. Contributions or benefits provided to a Leased Person

by the Leasing Organization which are attributable to services performed

for the recipient employer shall be treated as provided by the recipient

employer.

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1.28 "Loan" means a loan to a Participant from the Plan pursuant to Article 15.

1.29 "Loan Valuation Date" means the Valuation Date as of which the amount of a

Loan shall be established and as of which the Loan amounts shall be

withdrawn from a Participant's Accounts and credited to his Outstanding

Loan Balance.

1.30 "Military Service" means duty in the Armed Forces of the United States,

whether voluntary or involuntary, provided that the Employee serves not

more than one voluntary enlistment or tour of duty, and further provided

that such voluntary enlistment or tour of duty does not follow involuntary

duty.

1.31 "Outstanding Loan Balance" means the account maintained in accordance with

Section 15.5(d) to record the balance of Loans to a Participant

outstanding from time to time.

1.32 "Participant" means an Eligible Employee who is included in the Plan under

Article 2 or a former Eligible Employee whose Accounts have not been fully

distributed.

1.33 "Plan" means the Alcan Aluminum Corporation Hourly Employees' Savings

Plan, as herein set forth or as it may be amended from time to time; such

term will also include the Plan as it was in established on October 28,

1987 and any later amendments thereto.

1.34 "Plan Administrator" means the Alcancorp Employee Benefits Committee,

acting in its capacity as plan administrator of the Plan as described in

the Act, or any successor plan administrator appointed by the Corporation.

1.35 "Plan Year" means the calendar year.

1.36 "Predecessor Company" means any company or other entity that is not an

Affiliated Company and the operations of which, in whole or in part, are

acquired by an Affiliated Company or by a Predecessor Company, but only in

relation to the acquisition of those operations and provided that the

company or other entity the operations of which are acquired does not

become an Affiliated Company upon such acquisition.

1.37 "QDRO Balance" means the account maintained under the Plan for the benefit

of an Alternate Payee pursuant to Section 10.2(b).

1.38 "QDRO Rules and Procedures" means the rules and procedures established by

the Plan Administrator for the treatment of any Domestic Relations Order

in respect of a Participant's benefits under the Plan.

1.39 "Qualified Contributions" means Employer contributions made to the Trust

Fund pursuant to Section 4.4.

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1.40 "Qualified Contributions Account" means the separate Account maintained

for a Participant to record his share of the Trust Fund attributable to

Qualified Contributions made on his behalf, as adjusted in accordance with

Article 6.

1.41 "Qualified Domestic Relations Order" means a Domestic Relations Order as

defined in Section 414(p)(1)(A) of the Code.

1.42 "Rollover Account" means the Account maintained for a Participant to which

Rollover Contributions are credited, as adjusted in accordance with

Article 6.

1.43 "Rollover Contributions" means the contributions of a Participant pursuant

to the provisions of Article 16.

1.44 "Service" means the aggregate of all periods of a Participant's employment

with an Affiliated Company or Predecessor Company since the Participant's

original date of hire by an Affiliated Company or Predecessor Company or

by another member of the Corporate Group with respect to which the

Participant is treated as an Employee. Service shall include:

(i) all periods of authorized leave of absence not in excess of two years,

and

(ii) in the case of a Participant whose employment terminates for any

reason other than quit, discharge, an approved leave of absence

immediately after which the Participant resumes employment, or death and

such Participant is not reemployed by an Affiliated Company on or prior to

the first anniversary date of such termination, a period of one year from

the date of such termination; provided, however, that (A) if during such

one-year period, the Participant quits, is discharged, retires, or dies,

Service shall include only the time elapsing between the date of such

termination and the date the Participant quits, is discharged, retires, or

dies and (B) on and after January 1, 1985, if the absence of a Participant

for a period exceeding one year is due to a Maternity Absence (as defined

below), then the Participant shall be deemed to have terminated employment

on the second anniversary of the first date of such absence and the period

between the first and second anniversaries of such first date of absence

shall not be treated as a period of Service or a period of absence.

For purposes of determining Service, the term "Maternity Absence" means an

absence because of the pregnancy of the Participant, the birth of a child

of the Participant, the placement of a child by the Participant in

connection with the adoption of a child by the Participant or for the

purpose of caring for such child for a period immediately following such a

birth or placement. No Maternity Absence shall be deemed to exist unless

the Participant timely provides the Plan Administrator with sufficient

information to establish the reason for the Participant's absence from

active employment.

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If a Participant terminates employment and is re-employed by any

Affiliated Company or Predecessor Company within the same calendar year,

he shall be deemed not to have terminated employment during such year.

If a person who is treated as a Leased Person for purposes of the Plan

subsequently becomes an Eligible Employee, then such person's Service

shall be determined as if such person had been employed by an Employer

during the entire period for which such person had performed services for

an Employer but had not been employed by an Employer. The service credit

provisions of the Plan are intended to, and shall be construed to, include

any Service necessary to satisfy Section 414(u) of the Code, which, as

applicable to this Plan, generally provides for certain periods of

qualified Military Service to constitute, upon a Participant's

reemployment, Service hereunder.

1.45 "Special Compensation" means any payment designated as such by an Employer

with respect to an Eligible Employee that is paid by the Employer in

addition to the Eligible Employee's Compensation, but not in excess of the

amount which together with such Eligible Employee's Compensation would

exceed $170,000 for the Plan Year beginning January 1, 2000, or such

higher dollar limit as may be in effect for any other Plan Year in

accordance with the applicable provisions of Section 401(a)(17) of the

Code. For any period shorter than a full Plan Year, the applicable

limitation set forth in the immediately preceding sentence shall be

multiplied by a fraction, the numerator of which is the number of months

in such period, and the denominator of which is twelve.

1.46 "Trust Agreement" means (collectively and individually) the trust

agreement(s), group insurance contract(s) or other funding vehicle

agreement(s) or arrangement(s), as amended from time to time, between the

Corporation and one or more individuals or entities providing for the

holding, investment and administration of the assets of the Plan.

1.47 "Trust Fund" means the assets of the Plan, as held by the Trustee under

the provisions of the Trust Agreement. Except as otherwise indicated

herein, all assets of the Trust Fund shall be available to satisfy any

benefit claims, expenses or other liabilities of the Plan.

1.48 "Trustee" means (collectively, or as appropriate to the context,

individually) one or more individuals or entities acting as trustee,

insurance company or other entity holding assets of the Plan from time to

time under the Trust Agreement.

1.49 "Valuation Date" means each day the New York Stock Exchange is open for

business, or such other date(s) as the Plan Administrator shall specify.

1.50 "Value" means the value of a Participant's Account as determined under

Article 6 as of the applicable Valuation Date.

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The masculine pronoun, whenever used herein, shall include the feminine pronoun,

and the singular shall include the plural.

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ARTICLE 2

Eligibility and Participation

2.1 Participation

(a) Generally. An Eligible Employee's eligibility for participation in

the Plan and the benefits which shall be available to him as a

Participant shall be determined by the Employer with respect to each

class of Eligible Employees as set forth in the Instrument of

Adoption executed by the Employer and attached as an Appendix

hereto. Participation shall be either on the basis described under

Paragraph (b) or (c) of this Section 2.1 as determined by the

Employer as aforesaid.

(b) Basic Mandatory Participation. In the event that an Employer has

agreed to contribute to the Plan as provided under Section 4 with

respect to a designated class of Eligible Employees, each Eligible

Employee in such class who has satisfied all requirements for

eligibility under the applicable Appendix shall automatically become

a Participant in the Plan; provided, however, that the allocation of

Basic Contributions in respect of any such Participant shall be

conditioned on the completion of such Appropriate Forms as the Plan

Administrator may reasonably require.

An Eligible Employee who has become a Participant in accordance with

the provisions of this Section 2.1(b) shall, in addition to any

entitlement under the preceding paragraph, be entitled, but shall

not be required, to make or cause to be made on his account

After-Tax Contributions or Before-Tax Contributions.

(c) Voluntary Participation. In the event that an Employer has adopted

the Plan with respect to a designated class of Eligible Employees

but has not agreed to contribute as provided under Section 4, each

Eligible Employee in such class who has satisfied all requirements

for eligibility under the applicable Appendix shall be entitled, but

shall not be required, to elect to participate in the Plan and, as

such Participant, to make or cause to be made on his account

After-Tax Contributions or Before-Tax Contributions. Such Eligible

Employee may become a Participant by filing the Appropriate Form or

Forms as the Plan Administrator shall prescribe.

2.2 Date Participation Commences

On or after the Effective Date, an Eligible Employee who is eligible to

participate in the Plan pursuant to the terms of an Appendix shall become

a Participant on the Entry Date occurring as soon as practicable after he

has fulfilled all requirements for eligibility (including execution of any

applicable Appropriate

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Forms), in accordance with the terms of this Article 2 and such Appendix,

unless the Appendix shall provide for a different date for commencement of

participation.

2.3 Plan Enrollment

An Eligible Employee who is eligible to participate in the Plan pursuant

to the terms of an Appendix may become a Participant by filing the

Appropriate Form or Forms with the Plan Administrator, as indicated in

Section 2.1, or in such other manner as the Plan Administrator may

prescribe, within such time period as the Plan Administrator shall

prescribe.

2.4 Requirements of Plan Enrollment

The Eligible Employee who is eligible to participate in the Plan pursuant

to the terms of an Appendix, in complying with Sections 2.1 and 2.3, shall

(i) authorize the deduction by his Employer from his Compensation for

After-Tax Contributions pursuant to Section 3.1 and/or the reduction in

his Compensation and/or Special Compensation for Before-Tax Contribution

pursuant to Section 3.2 (any such authorization or authorizations shall be

deemed to be continuing authorizations until changed by notice to the Plan

Administrator on the Appropriate Form or in such manner as the Plan

Administrator may prescribe), (ii) agree to the terms of the Plan, (iii)

specify marital status and agree to keep the Plan Administrator informed

of any change in marital status, (iv) make an investment election in

accordance with Section 5.2 and (v) indicate, to the extent and in such

manner as the Plan Administrator may from time to time direct, whether he

participates or has participated in any plan or plans (other than the

Plan) permitting employee tax-deferred contributions and state the total

amount of any such contributions made by him for the calendar year in

which he complies with Section 2.3. In addition to any other limitation

imposed pursuant to Section 402(g) of the Code, the Plan Administrator may

limit the amount of the Before-Tax Contributions of any Participant who

has made tax-deferred contributions to any plan (other than the Plan) in

any calendar year for which the Participant elects to make Before-Tax

Contributions to the Plan.

2.5 Beneficiary Designation

The Participant's surviving spouse shall be the Beneficiary entitled to

receive all benefits payable on the death of the Participant; provided,

however, that if there is no surviving spouse, or if the surviving spouse

had consented in writing to the designation of another Beneficiary or

Beneficiaries, which consent acknowledged the effect of such designation,

and which consent was witnessed by a notary public, the Participant may

designate another Beneficiary by completing an Appropriate Form or in such

manner as the Plan Administrator may prescribe. The Plan Administrator may

allow for such a consent to expressly

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permit the Participant to change the designated Beneficiary without the

spouse's further consent, provided that such consent acknowledges that the

spouse has the right to limit consent to a specific Beneficiary. If there

is no surviving spouse or other properly designated surviving Beneficiary,

payment of benefits on the death of the Participant shall be made to the

Participant's executor or administrator.

2.6 Suspension of Participation Due to Transfer to Non-Covered Status

(a) If a Participant who ceases to be an Eligible Employee who is

eligible to participate in the Plan pursuant to the terms of an

Appendix continues in the employ of an Affiliated Company, he shall

be deemed to be a suspended Participant until the resumption of his

status as such an Eligible Employee. The provisions of the Plan

shall continue to apply to such a Participant except that:

(i) no final distribution of his Accounts pursuant to Article 9

shall occur as long as he so remains in the employ of an

Affiliated Company; and

(ii) during the period of his suspension, the Participant may not

make After-Tax Contributions under the Plan, no Before-Tax

Contributions shall be made by his Employer on his behalf, no

allocation of contributions under Article 4 shall be made to

his Basic Account, and the Participant may not borrow from the

Plan as otherwise permitted under Article 15.

(b) If and when the suspended Participant again becomes an Eligible

Employee who is eligible to participate in the Plan pursuant to the

terms of an Appendix, he may, subject to the provisions of Article

3, resume making After-Tax Contributions or having Before-Tax

Contributions made on his behalf, or both, as of any Entry Date

thereafter by giving notice to the Plan Administrator in such manner

as the Plan Administrator shall prescribe within such time period

prior to such Entry Date as the Plan Administrator shall prescribe

for the Plan.

(c) If the suspended Participant remains an Employee of the Corporation

and is a member of a group that is covered by another 401(k) savings

plan maintained by the Corporation or a Related Company, the

Participant may, with the consent of the Plan Administrator and the

plan administrator of the new plan, transfer his plan assets, plan

loans, and loan repayment schedule to the new plan by completing the

Appropriate Form or Forms.

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2.7 Participation Upon Re-employment

A Participant who terminates employment with an Employer will re-enter the

Plan immediately upon return to employment with an Employer. Such a

Participant may, pursuant to the provisions of Article 3 and subject to

filing the Appropriate Forms with Plan Administrator, commence making

After-Tax Contributions or Before-Tax Contributions, or both, beginning to

the extent practicable with the paydate which coincides with or next

follows the first day of the month after the Participant is reemployed. An

Employee who satisfies the Plan's eligibility conditions but who

terminates employment with an Employer prior to entering the Plan will

become a Participant on the Entry Date following the date the Employee

returns to employment with an Employer, provided he executes all

applicable Appropriate Forms. An Employee who terminates employment prior

to satisfying the Plan's eligibility conditions and later returns to

employment with an Employer shall become a Participant after satisfaction

of the general eligibility and participation requirements of the Plan.

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ARTICLE 3

After-Tax Contributions; Before-Tax Contributions

3.1 Participant's After-Tax Contributions

Subject to the limitations of Section 4.3, each Participant may elect to

contribute to the Plan, on an after-tax basis, by means of payroll

deduction from his Compensation, an integral percentage of up to 30% (16%

prior to January 1, 2002), of such Compensation, such payroll deductions

to commence to the extent practicable with the paydate which coincides

with or next follows the Participant's Entry Date. Participant

contributions to the Plan pursuant to this Section 3.1 are After-Tax

Contributions. If Before-Tax Contributions pursuant to Section 3.2 are

made with respect to the Participant, then the rate of After-Tax

Contributions under this Section 3.1 shall not exceed 30% (16% prior to

January 1, 2002), minus the rate of Before-Tax Contributions with respect

to the Participant for the same payroll period.

After-Tax Contributions pursuant to this Section 3.1 shall be transferred

to the Trustee as soon as administratively practicable, but in all events

within 15 days after the end of the month in which such contributions are

withheld from the Participant's Compensation.

3.2 Before-Tax Contributions

Subject to the limits of Sections 3.6, 4.3 and this Section, a Participant

may elect to have an integral percentage of up to 30% (16% prior to

January 1, 2002) of the Compensation otherwise payable to him by the

Employer after the effective date of his election constitute a Before-Tax

Contribution hereunder and have the Employer or collective bargaining

agent reduce his Compensation by the amount of such Before-Tax

Contribution and transfer such Before-Tax Contribution instead to the

Trustee.

In addition, but also subject to such limits, a Participant may elect to

have any Special Compensation, otherwise payable to him reduced by 25%,

50%, 75% or 100% and have the Employer make a contribution to the Trustee

in an amount equal to such Before-Tax Contribution. However, in the event

that the portion of the Special Compensation which the Participant has

elected to receive in cash is not sufficient to pay any federal, state,

local or other payroll or withholding taxes due or payable as a result of

the entire Special Compensation payment, the Employer or Plan

Administrator shall reduce the amount contributed to the Trustee on behalf

of the Participant by the amount necessary to fully pay any such taxes,

and the Participant shall be deemed to have elected to have only such net

amount contributed as a Before-Tax Contribution hereunder.

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Payroll deferrals shall commence to the extent practicable with the

paydate which coincides with or next follows the Participant's Entry Date.

The deposit of Before-Tax Contributions shall be made no later than the

15th day of the calendar month next following the month in which the cash

Compensation or Special Compensation with respect to which such reduction

is effective would have been paid.

Before-Tax Contributions shall be such integral percentage of the

Participant's Compensation or Special Compensation as the Participant

shall have designated but not to exceed the maximum percentage applicable

for the Plan Year with respect to such Compensation or Special

Compensation as determined by the Plan Administrator, separately for HCEs

and all other Participants; provided, however, that in no event shall the

amount of a Participant's Before-Tax Contributions exceed $10,500 for the

Plan Year beginning on or after January 1, 2000, or such higher dollar

limit as may be in effect for any other Plan Year in accordance with the

applicable provisions of Section 402(g) of the Code.

3.3 Voluntary Suspension

A Participant may voluntarily suspend his After-Tax Contributions pursuant

to Section 3.1 or the Before-Tax Contributions on his behalf pursuant to

Section 3.2. To the extent practicable, any such suspension shall be

effective as of the first paydate which coincides with or next follows any

Entry Date by the Participant giving notice to the Plan Administrator in

such manner as the Plan Administrator shall prescribe prior to such Entry

Date. A Participant may resume his After-Tax Contributions or cause

Before-Tax Contributions on his behalf to be resumed by giving notice to

the Plan Administrator in such manner as the Plan Administrator shall

prescribe, such resumption to be effective as of the first paydate next

following such notification to the Plan Administrator or as soon as

practicable thereafter.

3.4 Change in Contribution Rate

A Participant may increase or decrease the amount of his After-Tax

Contributions pursuant to Section 3.1 or the amount of Before-Tax

Contributions pursuant to Section 3.2. To the extent practicable, any such

change shall be effective as of the first paydate which next follows any

Entry Date by the Participant giving notice to the Plan Administrator in

such manner as the Plan Administrator shall prescribe prior to such Entry

Date. Notwithstanding the foregoing provisions of this Section 3.4, in the

event that the Before-Tax Contributions of a Participant equal $10,500 for

the Plan Year beginning on January 1, 2000, or such higher dollar limit as

may be in effect with respect to any other Plan Year in accordance with

the applicable provisions of Section 402(g) of the Code, such Participant

shall be deemed to have elected to commence to make After-Tax

Contributions pursuant to Section 3.1 at the percentage rate then in

effect with respect to the Participant's Before-Tax Contributions

immediately prior to such deemed election, except as otherwise provided by

procedures established by the Plan Administrator. When any modification in

the manner of

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contribution becomes effective under a deemed election under the preceding

sentence any affected elections previously in effect with respect to the

Participant shall also be deemed to have been appropriately adjusted to

conform to the deemed election contemplated under the preceding sentence.

Any such deemed election (whether in the manner of contribution or

otherwise) shall remain in effect with respect to the Participant until

the January 1 immediately following the effective date of the deemed

election. Effective on such January 1, the Participant will have to make

another election to reinstate the manner of contribution in effect

immediately prior to any such deemed election or the Plan Administrator

may reinstate the election in force before the dollar limit was reached,

under such procedures as the Plan Administrator shall deem appropriate.

3.5 Authority of Plan Administrator to Establish Dates

Without limitation of the authority of the Plan Administrator under any

other provision of the Plan, the Plan Administrator may establish the

first date on which Participants may exercise their rights under Sections

3.3 and 3.4 and the length of the notification periods required for such

exercise.

3.6 Limitation on Before-Tax Contributions

(a) Notwithstanding the foregoing provisions of this Article 3, the Plan

Administrator shall limit the amount of Before-Tax Contributions

made on behalf of each Eligible Employee who is an HCE for each Plan

Year to the extent necessary to ensure that either of the following

tests is satisfied:

(i) the "Current Year Actual Deferral Percentage" (as hereinafter

defined) for the group of Eligible Employees who are HCEs is

not more than the "Prior Year Actual Deferral Percentage" of

all other Eligible Employees multiplied by 1.25; or

(ii) the excess of the Current Year Actual Deferral Percentage for

the group of Eligible Employees who are HCEs over the Prior

Year Actual Deferral Percentage of all other Eligible

Employees is not more than two percentage points, and the

Current Year Actual Deferral Percentage for the group of

Eligible Employees who are HCEs is not more than the Prior

Year Actual Deferral Percentage of all other Eligible

Employees multiplied by 2.0.

Notwithstanding the provisions in subparagraphs (i) and (ii) above,

the Corporation may elect, subject to the limitations described in

Internal Revenue Service Notice 98-1, to perform the tests using the

Current Year Actual Deferral Percentage for all Eligible Employees

who are not HCEs rather than the Prior Year Actual Deferral

Percentage. For Plan Years including and prior to the

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<PAGE>

2001 Plan Year, the Plan had no HCEs and, thus, the Corporation made

no election with respect to using the Current Year Actual Deferral

Percentage for Eligible Employees who were not HCEs.

(b) For purposes of this Section 3.6, the term (i) "Actual Deferral

Percentage" shall mean, for any specified group of Eligible

Employees for any Plan Year, the average of such Eligible Employees'

Deferral Percentages (as defined below) for such Plan Year, (ii)

"Current Year Actual Deferral Percentage" shall mean, for any

specified group of Eligible Employees, such group's Actual Deferral

Percentage for the current Plan Year, and (iii) "Prior Year Actual

Deferral Percentage" shall mean, for any specified group of Eligible

Employees, such group's Actual Deferral Percentage for the

immediately preceding Plan Year.

(c) For purposes of this Section 3.6, the term "Deferral Percentage"

shall mean, for any Eligible Employee for any Plan Year, the ratio

of:

(i) the aggregate of the Before-Tax Contributions which, in

accordance with the rules set forth in Treasury Regulation

Section 1.401(k)-1(b)(4), are taken into account with respect

to such Plan Year, to

(ii) such Eligible Employee's "Section 414(s) compensation" for

such Plan Year. For this purpose, the term "Section 414(s)

compensation" shall mean W-2 compensation as permitted and

described in Treasury Regulation Sections 1.414(s)-1(c)(2) and

1.415-2(d)(11)(i), and shall also include all amounts

currently not included in the Eligible Employee's gross income

by reason of Sections 125, 132(f)(4) and 402(e)(3) of the

Code. In the case of an Eligible Employee who begins, resumes,

or ceases to be eligible to elect to have Before-Tax

Contributions made on his behalf during a Plan Year, the

amount of Section 414(s) compensation included in the Actual

Deferral Percentage test is the amount of Section 414(s)

compensation received by the Eligible Employee during the

entire Plan Year. In no case shall the Section 414(s)

compensation for any Eligible Employee for any Plan Year

exceed $170,000, for the Plan Year beginning on January 1,

2000, or such higher dollar limit as may be in effect with

respect to any other Plan Year in accordance with the

applicable provisions of Section 401(a)(17) of the Code.

(d) The Deferral Percentage for any Participant who is a HCE for the

Plan Year and who is eligible to have before-tax contributions made

on his behalf under two or more arrangements described in Section

40l(k) of the Code that are maintained by the Corporation, or other

member of the Corporate Group, shall be determined as if such

before-tax contributions were made under a single arrangement.

Notwithstanding the foregoing, certain plans or portions of this

Plan shall be treated

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<PAGE>

as separate if disaggregated (mandatorily or otherwise) under

applicable Treasury Regulations, including without limitation,

Section 1.401(k)-1(b)(3)(ii).

If the Plan is permissibly aggregated or is required to be

aggregated with other plans having the same plan year, as provided

under Treasury Regulation Section 1.401(k)-1(b)(3) for purposes of

determining whether or not such plans satisfy Sections 401(k),

401(a)(4), and 410(b) of the Code, then the provisions of this

Section 3.6 shall be applied by determining the Actual Deferral

Percentage of Eligible Employees as if all such plans were a single

plan.

(e) In the event it is determined prior to any payroll period that the

amount of Before-Tax Contributions elected to be made thereafter is

likely to cause the limitation prescribed in this Section 3.6 to be

exceeded, the amount of Before-Tax Contributions allowed to be made

on behalf of Participants who are HCEs (and/or such other

Participants as the Plan Administrator may prescribe) shall be

reduced to a rate determined by the Plan Administrator (including a

rate of 0% if the Plan Administrator so determines), and any

elections of future Before-Tax Contributions which exceed the rate

determined by the Plan Administrator shall be deemed to be After-Tax

Contributions for the remainder of the Plan Year, notwithstanding

the limitations on contribution rate changes in Section 3.4, except

as otherwise provided by procedures established by the Plan

Administrator. Except as is hereinafter provided, the Participants

to whom such reduction is applicable and the amount of such

reduction shall be determined pursuant to such uniform and

nondiscriminatory rules as the Plan Administrator shall prescribe,

which may differ among classes of Participants. Any such deemed

election (whether in the manner of contribution or otherwise) shall

remain in effect with respect to the Participant until the January 1

immediately following the effective date of the deemed election.

Effective on such January 1, the Participant will have to make

another election to reinstate the manner of contribution in effect

immediately prior to any such deemed election or the Plan

Administrator may reinstate the election in force before the

reduction was imposed, pursuant to such procedures as the Plan

Administrator may deem appropriate.

(f) Notwithstanding the foregoing, with respect to any Plan Year in

which Before-Tax Contributions made on behalf of Participants who

are HCEs exceed the applicable limit set forth in this Section 3.6,

the Plan Administrator may reduce the amount of excess Before-Tax

Contributions made on behalf of such HCE by his portion of the

"Aggregate Excess Deferrals" for such Plan Year in accordance with

the following paragraphs:

(i) The "Aggregate Excess Deferrals" for such Plan Year shall mean

the total amount of Before-Tax Contributions which would be

distributed to HCEs if the Deferral Percentage

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<PAGE>

of the Participant who is an HCE with the highest Deferral

Percentage were reduced to the extent necessary to satisfy the

Actual Deferral Percentage test or cause such percentage to

equal the Deferral Percentage of the Participant who is an HCE

with the next highest percentage and this process were

repeated until the Actual Deferral Percentage Test was

satisfied, as determined under Section 401(k) of the Code.

(ii) The Before-Tax Contributions of the HCE with the highest

amount of Before-Tax Contributions shall be reduced by the

lesser of the amount necessary to exhaust the Aggregate Excess

Deferrals or to cause the Before-Tax Contributions of such HCE

to equal the Before-Tax Contributions of the HCE with the next

highest amount of Before-Tax Contributions. This process shall

be repeated until the aggregate Before-Tax Contributions of

HCEs shall be reduced by an amount equal to the Aggregate

Excess Deferrals, in accordance with Section 401(k) of the

Code.

(iii) Such excess Before-Tax Contributions shall be distributed

(along with earnings attributable to such excess Before-Tax

Contributions, as determined pursuant to Section 3.6(g)) to

the affected HCEs as soon as practicable after the end of such

Plan Year, and in all events prior to the end of the next

following Plan Year.

(g) Income on a Participant's excess Before-Tax Contributions shall be

determined by multiplying the income allocated to his Before-Tax

Contributions Account for the Plan Year in which such excess

Before-Tax Contribution was made by a fraction, the numerator of

which is the excess Before-Tax Contributions for such Participant

for the Plan Year, and the denominator of which is the total

Before-Tax Contributions Account balance for such Participant as of

the first day of the Plan Year, plus the Before-Tax Contributions

made on behalf of the Participant during the Plan Year.

(h) Distributions pursuant to this Section 3.6 shall be made

proportionately from the Investment Funds with respect to the

Participant's Account or Accounts from which distributions are made.

(i) The Plan Administrator may, to the extent permitted under Treasury

Regulation Section 1.401(k)-1(f)(3) or other lawful regulation,

recharacterize as After-Tax Contributions for such Plan Year all or

a portion of the Before-Tax Contributions for Participants who are

HCEs to the extent necessary to comply with the applicable limit set

forth in this Section 3.6 and in the same order as set forth in

paragraph (f)(ii) above. Recharacterized amounts shall remain

nonforfeitable and subject to the same distribution requirements as

Before-Tax Contributions.

Recharacterization shall occur no later than 2-1/2 months after the

last day of the Plan Year in which such excess Before-Tax

Contributions arose.

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<PAGE>

(j) Notwithstanding any distributions or recharacterizations pursuant to

the provisions of this Section 3.6, excess Before-Tax Contributions

shall be treated as Annual Additions for purposes of Section 4.3.

(k) In the event that an Employer elects to make a Qualified

Contribution on behalf of any or all Participants in the Plan, such

Qualified Contribution, to the extent specified, shall be treated as

a Before-Tax Contribution solely for purposes of this Section 3.6.

(l) The Plan Administrator may, in its sole discretion, elect to use any

combination of the methods described in this Section 3.6 to satisfy

the limitations contained herein; provided, however, that such

combination of methods shall be applied in a uniform and

nondiscriminatory manner.

3.7 Distributions of Excess Deferrals

(a) Notwithstanding any other provision of the Plan, Excess Deferrals

(as hereinafter defined), plus any income and minus any loss

allocable thereto for both the calendar year and the "gap period"

between the end of the calendar year and the date the distribution

is made (determined in the same manner as the method set forth in

Section 3.6(g)), shall be distributed to Participants who claim such

allocable Excess Deferrals at any time during the calendar year, or

no later than April 15 of the calendar year following the calendar

year in which the excess occurred.

(b) For purposes of this Section 3.7, "Excess Deferrals" shall mean the

amount of a Participant's Before-Tax Contributions (and other

"elective deferrals" within the meaning of Section 402(g)(3) of the

Code) for a calendar year that the Participant allocates to this

Plan pursuant to the claim procedure set forth in Section 3.7(c)

hereof.

(c) A Participant may make a claim for the distribution of Excess

Deferrals pursuant to the terms and conditions of this Section

3.7(c). Such Participant's claim shall be in writing; shall be

submitted to the Plan Administrator no later than March 1 of the

calendar year following the calendar year of the Excess Deferrals or

such later date as prescribed by the Plan Administrator; shall

specify the amount of the Participant's Excess Deferrals for the

preceding calendar year; and shall be accompanied by (i) the

Participant's written statement that if such amounts are not

distributed, such Excess Deferrals, when added to amounts deferred

under other plans or arrangements described in Section 401(k),

408(k), 403(b) or 501(c)(18) of the Code, exceed the limit imposed

on the Participant in accordance with the applicable provisions of

the Code for the year in which the deferral occurred, and (ii) such

documentation as the Plan Administrator, in its sole discretion,

shall require to substantiate the Participant's written statement.

The Plan Administrator may, on a

19

<PAGE>

uniform and nondiscriminatory basis, automatically deem the

Participant to have made a claim for a distribution of Excess

Deferrals if such excess arises by taking into account only those

elective deferrals made to this Plan and any other plans of the

Employer and the Corporate Group.

(d) The Excess Deferrals distributed to a Participant with respect to a

calendar year shall be adjusted for income and, if there is a loss

allocable to the Excess Deferrals, shall in no event exceed the

lesser of the Participant's Before-Tax Account under the Plan or the

Participant's Before-Tax Contributions for the year.

(e) Excess Deferrals shall be treated as annual additions under the

Plan, unless such amounts are distributed no later than the first

April 15th following the close of the Participant's taxable year in

which such excess occurred.

3.8 Coordination of Excess Amounts under Sections 401(k) and 402(g) of the

Code

(a) The amount of excess Before-Tax Contributions to be recharacterized

or distributed under Section 3.6 with respect to a Participant for

the Plan Year shall be reduced by any Excess Deferrals previously

distributed to such Participant under Section 3.7 for the

Participant's taxable year ending with or within such Plan Year.

(b) The amount of Excess Deferrals that may be distributed under Section

3.7 with respect to a Participant for a taxable year shall be

reduced by any excess Before-Tax Contributions previously

distributed to such Participant or recharacterized with respect to

such Participant for the Plan Year beginning with or within such

taxable year.

3.9 Catch-Up Contributions after Return from Military Service

In the event that a Participant returns to employment with an Employer

immediately following a leave of absence due to Military Service and had

failed to make after-tax contributions and/or before-tax contributions

while on such leave of absence, then to the extent required by Section

414(u) of the Code, the Participant shall be permitted to elect to make

catch-up contributions relating to such period of Military Service. The

period during which such Participant may make such catch-up contributions

shall commence on his date of rehire and shall continue for a period which

is the lesser of five years following such date of rehire or three times

the Participant's period of Military Service. Such deferrals shall not be

required to be taken into account for purposes of Section 3.6 in the year

that they are made or the year to which they relate.

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ARTICLE 4

Employer Contributions

4.1 Applicability and Amount

(a) This Section 4.1 shall be applicable only to the extent that an

Employer has agreed, pursuant to a collective bargaining agreement

between such Employer and a collective bargaining agent to make

contributions (referred to herein as "Basic Contributions") on

behalf of those Participants who are represented by such collective

bargaining agent, and shall be subject to any contrary provisions of

any applicable Appendix.

(b) Each Employer shall make such Basic Contributions to the Plan on

behalf of each Participant, as provided under Section 4.1(a) with

respect to such Participant, for credit to the Participant's Basic

Account. An Eligible Employee performing services for, or on behalf

of, his collective bargaining agent shall have Basic Contributions

made on his behalf to the same extent contributions would have been

made by his Employer if such services had been performed for his

Employer.

4.2 Expenses

The expenses of the administration of the Plan shall be borne by the Trust

Fund, except to the extent paid by the Corporation.

4.3 Limitations

Notwithstanding any provision of the Plan to the contrary, in no event in

any calendar year shall the "Annual Addition" (as hereinafter defined) on

behalf of any Participant exceed the lesser of:

(i) 25% of the Participant's "Section 415 compensation" (as

hereinafter defined) for the calendar year; or

(ii) $30,000 or such greater amount as is permissible under Section

415(c)(1)(A) of the Code, subject to any adjustment under

Section 415(d) of the Code.

The term "Annual Addition" means the sum for any calendar year of (a) any

Employer contributions (including Before-Tax Contributions) to the Plan

and to all other defined contribution plans (combining, for this purpose,

all defined contribution plans of the Corporate Group, as modified by

Section 415(h) of the Code), (b) forfeitures under all such plans, (c) all

after-tax contributions (including After-Tax

21

<PAGE>

Contributions) under such plans, and (d) amounts described in Sections

415(l)(1) and 419A(d)(2) of the Code for the year.

For purposes of this Section 4.3, the term "Section 415 compensation"

means the Participant's W-2 compensation as permitted and described in

Treasury Regulation Section 1.415-2(d)(11)(i), and shall also include, for

Plan Years beginning on and after January 1, 1998, all amounts currently

not included in the Eligible Employee's gross income by reason of Sections

125, 132(f)(4) and 402(e)(3) of the Code.

If a Participant is also participating in another tax-qualified defined

contribution plan maintained by any member of the Corporate Group (as

modified by Section 415(h) of the Code), the otherwise applicable

limitation on Annual Additions under this Plan shall be reduced by the

amount of annual additions (within the meaning of Section 415(c)(2) of the

Code) under any such other defined contribution plan.

If the limitations applicable to any Participant in accordance with this

Section 4.3 would be exceeded, the contributions made by or on behalf of a

Participant under the Plan shall be reduced in the following order, but

only to the extent necessary to meet the limitations: (i) After-Tax

Contributions, (ii) Before-Tax Contributions, (iii) Basic Contributions,

and (iv) Qualified Contributions made pursuant to Section 4.4.

In the event that, notwithstanding the foregoing provisions of this

Section 4.3, the limitations with respect to Annual Additions prescribed

hereunder are exceeded with respect to any Participant and such excess

arises as a consequence of an error in estimating compensation, the

allocation of forfeitures, if any, or a reasonable error in determining

the amount of Before-Tax Contributions:

(i) the After-Tax Contribution and Before-Tax Contribution

portions of such excess shall be returned to the Participant,

along with any income attributable thereto; and

(ii) the Basic Contribution portion shall be held in a suspense

account and, if such Participant remains a Participant, shall

be used to reduce Basic Contributions for such Participant for

the succeeding Plan Years; provided, however, that if such

Participant ceases to be an active Participant in the Plan,

the suspense account shall be used to reduce Basic

Contributions for all Participants in the Plan Year in which

he ceases to be a Participant, and all succeeding years, as

necessary.

4.4 Qualified Contributions

An Employer may, in its sole discretion, make a Qualified Contribution in

order to satisfy the requirements of Section 3.6. A Qualified Contribution

is a contribution that (i) is made by the Employer that may be aggregated

with other contributions in accordance with Sections 3.6; (ii) is

nonforfeitable at all times; (iii)

22

<PAGE>

may not be distributed to a Participant or any Beneficiary until the

earliest date provided for in Section 401(k)(2)(B) of the Code (determined

without regard to subsection (i)(IV) of such Section) and (iv) complies

with the requirements of Treasury Regulation Section 1.401(k)-1(b)(5).

A Qualified Contribution may take the form of a qualified nonelective

contribution (as defined in Treasury Regulation Section

1.401(k)-1(g)(13)(ii)). The Employer shall specify the form of the

Qualified Contribution, and the Participants to whom such contribution is

to be allocated.

4.5 Return of Contribution

Notwithstanding any provision of the Plan to the contrary, a contribution

made to the Plan by an Employer shall be returned to it if:

(a) the contribution is made by reason of mistake of fact;

(b) the contribution is conditioned upon its deductibility under Section

404 of the Code and such deduction is disallowed; or

(c) the contribution is conditioned on the initial qualification of the

Plan, under Section 401(a) of the Code, with respect to an Employer

which has adopted the Plan and such initial qualification is not

obtained;

provided, however, that such return of contribution is generally made

within one year of the mistaken payment of the contribution, the

disallowance of the deduction or the failure of the Plan to qualify

initially with respect to an Employer, as the case may be. All

contributions to the Plan by an Employer made on or after January 1, 1987

shall be conditioned upon their deductibility under Section 404 of the

Code.

4.6 Employer Contributions upon Return from Military Service

In the event that a Participant returns to employment with an Employer

immediately following a leave of absence due to Military Service, any

Employer contribution, or any other matching or profit sharing

contribution, which would have been made on behalf of such Participant,

had he not been on such leave of absence, shall be made on his behalf and

allocated to his Basic Account or other account, as applicable, to the

extent required by Section 414(u) of the Code. Any such allocation shall

be calculated based on any catch-up contributions made under Section 3.9

using estimated Compensation during such period of Military Service, based

on his rate of Compensation at the time such leave of absence commenced

and based on the matching or other contribution formula in effect for the

Plan Year to which such catch-up contribution relates, as applicable. Such

Employer contribution, or any other employer matching or profit

23

<PAGE>

sharing contribution, shall not be required to be taken into account under

Section 4.3 in the Plan Year in which such contribution is made or to

which such contribution relates.

24

<PAGE>

ARTICLE 5

Investment of Contributions

5.1 Investment Funds

Contributions to the Plan shall be invested in one or more of the

following Investment Funds, in accordance with Section 5.2

The Fixed Income Fund, which shall be invested and reinvested by the

Trustee in fixed income and other securities or investments

anticipated or purporting to have a relatively stable rate of return

and safety of principal, including without limitation bonds, any

so-called "guaranteed" income or investment or similar contract

issued by an insurance company or companies, a bank or other

financial institution, in each case, as designated by the Plan

Administrator, or in any combination of such investments.

The Large Cap S&P 500 Fund, which shall be invested and reinvested

by the Trustee in shares of the Vanguard 500 Index Fund, which

attempts to provide investment results that parallel the performance

of the Standard & Poor's 500 Composite Stock Price Index.

The Mid and Small Cap Wilshire 4500 Fund, which shall be invested

and reinvested by the Trustee in shares of the Vanguard Extended

Market Index Fund, which attempts to provide investment results that

parallel the performance of the unmanaged Wilshire 4500 Index.

The International Index Fund, which shall be invested and reinvested

by the Trustee in shares of the Vanguard Total International Stock

Index Fund which attempts to provide investment results that

parallel the performance of two indexes compiled by Morgan Stanley

Capital International, the Europe, Australia, Far East Index and the

Emerging Markets (select) Index.

The Bond Fund, for the period on or after June 8, 2000, which shall

be invested and reinvested by the Trustee in shares of the Vanguard

Total Bond Market Index Fund, which attempts to provide investment

results that parallel the performance of the Lehman Brothers

Aggregate Bond Index.

The Company Stock Fund, which shall be invested and administered by

the Trustee in securities of the ultimate parent corporation of the

Corporation, Alcan Inc. (or for periods prior to March 1, 2001,

Alcan Aluminium Limited). Said securities may be contributed by the

Corporation or acquired in accordance with the provisions of the

Trust Agreement on the open market or from

25

<PAGE>

Alcan Inc. (or for periods prior to March 1, 2001, Alcan Aluminium

Limited) or in private transactions.

With respect to the period prior to June 8, 2000, the following Mix Funds:

The "Mix A" Fund, which shall be invested and reinvested by the

Trustee in approximately 80% of the Fixed Income Fund, 5% of the

International Index Fund, and 15% of the Large Cap S&P 500 Fund.

The "Mix B" Fund, which shall be invested and reinvested by the

Trustee in approximately 60% of the Fixed Income Fund, 10% of the

International Index Fund, 25% of the Large Cap S&P 500 Fund, and 5%

of the Mid and Small Cap Wilshire 4500 Fund.

The "Mix C" Fund, which shall be invested and reinvested by the

Trustee in approximately 40% of the Fixed Income Fund, 20% of the

International Index Fund, 30% of the Large Cap S&P 500 Fund, and 10%

of the Mid and Small Cap Wilshire 4500 Fund.

The "Mix D" Fund, which shall be invested and reinvested by the

Trustee in approximately 20% of the Fixed Income Fund, 25% of the

International Index Fund, and 40% of the Large Cap S&P 500 Fund, and

15% Mid and Small Cap Wilshire 4500 Fund.

The four above mixed funds shall be rebalanced periodically at such

times as the Plan Administrator and Trustee may determine.

With respect to the period on or after June 8, 2000, the following

Vanguard Life Strategy Funds:

The Vanguard LifeStrategy Income Fund, which shall be invested and

reinvested by the Trustee in shares of the Vanguard LifeStrategy

Income Fund, which attempts to provide current income based on a

portfolio consisting of a combination of other Vanguard mutual funds

which have a target equity exposure of 20%.

The Vanguard LifeStrategy Conservative Growth Fund, which shall be

invested and reinvested by the Trustee in shares of the Vanguard

LifeStrategy Conservative Growth Fund, which attempts to provide

current income and low-to-moderate growth of capital based on a

portfolio consisting of other Vanguard mutual funds which have a

target equity exposure of 40%.

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The Vanguard LifeStrategy Moderate Growth Fund, which shall be

invested and reinvested by the Trustee in shares of the Vanguard

Moderate Growth Fund, which attempts to provide growth of capital

and a reasonable level of current income based on a portfolio

consisting of other Vanguard mutual funds which have a target equity

exposure of 60%.

The Vanguard LifeStrategy Growth Fund, which shall be invested and

reinvested by the Trustee in shares of the Vanguard LifeStrategy

Growth Fund, which attempts to provide growth of capital based on a

portfolio consisting of other Vanguard mutual funds which have a

target equity exposure of 80%.

The Plan Administrator, may, in its sole discretion, at any time and from

time to time establish additional Investment Funds, in which contributions

to the Plan may be invested, or eliminate or replace any existing

Investment Fund.

Any portion of an Investment Fund may, pending permanent investment or

distribution, be invested in short-term securities issued or guaranteed by

the United States of America or any other country or any agency or

instrumentality thereof or any other investments of a short-term nature,

including corporate obligations or participation therein. A portion of an

Investment Fund may be maintained in cash. Any portion of an Investment

Fund may be invested through the medium of the Alcancorp Master Savings

Trust or of any common, collective or commingled trust fund maintained by

the Trustee which is invested principally in property of the kind

specified for such Investment Fund.

Notwithstanding the provisions of this Article 5, the investment and

administration of the assets of the Plan shall be governed by the

provisions of the Trust Agreement, and without limitation of the

foregoing, the Plan Administrator may designate an investment manager, as

defined in Section 3(38) of the Act, to manage (including the power to

acquire and dispose of) all or any portion of the assets of the Plan.

The Corporation currently intends that this Plan should comply with the

provisions of Section 404(c) of the Act and until the Corporation shall

otherwise direct, this Plan shall be so construed and the Plan

Administrator shall, insofar as is practical, arrange for appropriate

steps to be taken in furtherance thereof. However, to the extent that

Section 404(c) of the Act is not applicable or the terms thereof are not

satisfied, the Participants and Beneficiaries shall constitute named

fiduciaries under the Act with respect to their authority to direct

investment of their Accounts.

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5.2 Investment Options

All Contributions to the Plan shall be invested as initially elected by

the Participant pursuant to Section 2.4, or as subsequently changed

pursuant to Section 5.4, in multiples of 1% thereof to be invested in any

Investment Fund.

Notwithstanding anything in the Plan to the contrary, during any period

during which a Participant is employed by an Employer, 50% or more of the

voting stock of which is not directly or indirectly owned by Alcan Inc.

(or for periods prior to March 1, 2001, Alcan Aluminium Limited) and which

has not been specifically excluded from the application of this provision

by the Board, the Participant may not invest any future After-Tax

Contributions, Before-Tax Contributions, Rollover Contributions, Qualified

Contributions, Basic Contributions, or any other contributions in the

Company Stock Fund and all such future contributions made by the

Participant or on his behalf shall be invested as initially elected by the

Participant pursuant to Section 2.4, or as subsequently changed pursuant

to Section 5.4, with multiples of 1% thereof to be invested in Investment

Funds other than the Company Stock Fund. Recordkeeping accounts shall be

established for each Participant under each Investment Fund with respect

to which such contributions are being invested.

5.3 Reinvestment in Same Fund

Dividends, interest and other distributions received by the Trustee in

respect of any Investment Fund shall be reinvested in the same Investment

Fund.

5.4 Change in Investment Election

A Participant may change his future investment directions, within the

limits set forth in Section 5.2, as of the first practicable paydate

coinciding with or next following the start of any calendar month, with

respect to contributions to be made on such paydate and thereafter, by

giving prior notice to the Plan Administrator or its delegate in such

manner as the Plan Administrator shall require. Any such change in

investment elections pursuant to this Section 5.4 shall be subject to such

limitations on frequency as the Plan Administrator shall from time to time

prescribe, but shall be permitted no less frequently than once within any

calendar month.

5.5 Fund Reallocations

A Participant may direct, by giving prior notice to the Plan Administrator

or its delegate in such manner as the Plan Administrator shall require,

that, as of the next practicable Valuation Date, the Value of his

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Accounts be transferred from one or more Investment Funds to other

Investment Funds (in 1% multiples thereof); provided, however, that a

Participant who is employed by, or has terminated employment from, an

Employer, 50% or more of the voting stock of which is not directly or

indirectly owned by Alcan Inc. (or for periods prior to March 1, 2001,

Alcan Aluminium Limited) and which has not been specifically excluded from

the application of this provision by the Board, may not direct that any

portion of the Value of his Accounts be reallocated to the Company Stock

Fund.

Any such reallocation pursuant to this Section 5.5 shall be subject to

such limitations on frequency as the Plan Administrator shall from time to

time prescribe, but shall be permitted no less frequently than once within

any calendar month and shall be implemented as of the next Valuation Date

as soon as reasonably practicable on or after timely receipt of such

notice by the Plan Administrator or its delegate.

5.6 Voting

Full and fractional shares of Alcan Inc. (or for periods prior to March 1,

2001, Alcan Aluminium Limited) credited to a Participant's Accounts shall

be voted by the Trustee in accordance with the instructions of the

Participant if such instructions are given on the form provided for that

purpose and received by the Trustee at least 10 days prior to the date on

which the Trustee is to vote such shares. The Employer shall notify

Participants of each occasion for the exercise of voting. The Trustee

shall vote any shares for which timely instructions for voting have not

been received from a Participant in the same proportion as the shares for

which the Trustee has received instructions from Participants hereunder.

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ARTICLE 6

Valuation

6.1 Maintenance of Accounts

The Plan Administrator shall separately maintain on behalf of each

Participant, where applicable, and shall separately account for: After-Tax

Account, Before-Tax Account, Basic Account, Qualified Contributions

Account, Rollover Account and such other Accounts as may be set forth in

an Appendix hereto.

6.2 Valuation

As of each Valuation Date, the Plan Administrator shall cause to be

adjusted the After-Tax Account, Before-Tax Account, Basic Account,

Qualified Contributions Account, Rollover Account and any other Account

for each Participant on whose behalf any such Account is maintained to

reflect his share of contributions, loan repayments, withdrawals,

distributions, loans, income, expenses payable from the Trust Fund and any

increase or decrease in the value of Trust Fund assets since the preceding

Valuation Date. The fair market value on the Valuation Date is to be used

for this purpose, and the respective Accounts of Participants are to be

adjusted in accordance with the valuation.

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ARTICLE 7

Vesting

7.1 Participant Accounts

Except as otherwise set forth in any applicable Appendix, the Value of a

Participant's After-Tax Account, Before-Tax Account, Basic Account,

Qualified Contributions Account, Rollover Account and any other Account

established hereunder, shall be 100% vested in him at all times.

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ARTICLE 8

Withdrawals

8.1 Withdrawals -- Priorities of Withdrawals

A Participant may make withdrawals from his Accounts subject to the terms

and conditions contained in this Article 8, except as otherwise provided

in an applicable Appendix. Withdrawals shall be made in the order of

priority set forth below. No amount shall be withdrawn from a priority

category unless all amounts available for withdrawal from prior categories

have been withdrawn.

After-Tax Contributions

1. A Participant may withdraw, with earnings, an amount not in excess

of the Value of his After-Tax Account attributable to his

non-withdrawn After-Tax Contributions; provided that the amount

withdrawn pursuant to this clause may not exceed the Value of the

portion of the After-Tax Account attributable to such contributions.

Rollover Contributions

2. A Participant may withdraw, with earnings, an amount not in excess

of the Value of his Rollover Account attributable to his

non-withdrawn Rollover Contributions; provided that the amount

withdrawn pursuant to this clause may not exceed the Value of such

Rollover Account.

Vested Basic Account

3. A Participant may withdraw all or any part of the portion of the

Value of his vested Basic Account attributable to Basic

Contributions made on his behalf at least 24 months preceding the

Valuation Date as of which the withdrawal is made, if any, and he

may also withdraw all earnings in his Basic Account.

Age 59-1/2 Withdrawal from Basic Account

4. A Participant who has attained age 59-1/2 as of the Valuation Date

as of which such withdrawal is to be made, including one who has had

a termination of Service and retains a balance in the Plan pursuant

to Section 9.3, may withdraw with earnings all or any part of the

remaining vested Value of his Basic Account.

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Age 59-1/2 Withdrawal from Before-Tax Account

5. A Participant who has attained age 59-1/2 as of the Valuation Date

as of which such withdrawal is to be made, including one who has had

a termination of Service and retains a balance in the Plan pursuant

to Section 9.3, may withdraw, with earnings, all or any part of his

Before-Tax Account.

Notwithstanding the preceding subsections of this Section, a Participant

who has not attained age 59 -1/2 as of the Valuation Date as of which a

withdrawal is to be made and who has had a termination of Service and

retains a balance in the Plan pursuant to Section 9.1, may withdraw all or

part (or, prior to June 1, 2001, all but not part) of his Before-Tax

Account.

8.2 Rules for Withdrawals

Withdrawals pursuant to this Article 8 shall be made in accordance with

the following rules:

(a) Payment of amounts withdrawn shall be made in a single cash lump

sum, payable as soon as practicable after the Valuation Date as of

which the withdrawn amount is being determined.

(b) Two (2) withdrawal elections under this Article 8 may be made in any

calendar year, except that a Participant who has terminated service

and retains a balance in the Plan may make up to twelve (12)

withdrawal elections under this Article 8 in a calendar year.

(c) All withdrawals from a Participant Accounts shall be made from the

Investment Funds in proportion to the Value of the Participant's

After-Tax Account, Before-Tax Account, Basic Account, or Rollover

Account or any other Account, whichever is applicable, in each such

Investment Fund.

(d) Withdrawals from a Participant's Before-Tax Account are not

permitted before the Participant has attained age 59-1/2 unless he

has died, become disabled, or is separated from service, in

accordance with the provisions of Section 401(k) of the Code.

(e) In order to make a withdrawal from his Accounts a Participant shall

give such prior notice to the Plan Administrator in such manner and

within such time limit as the Plan Administrator shall prescribe. In

the event that a Participant has executed a withdrawal application

and is entitled to a withdrawal hereunder and prior to the date on

which withdrawal proceeds are disbursed to him it is determined that

the amount available for withdrawal is less than the amount of such

application,

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the application shall be deemed to be for the maximum amount

available for withdrawal and such amount shall be withdrawn.

8.3 [Reserved]

8.4 Certain Eligible Rollover Distributions

Notwithstanding anything in the Plan to the contrary that would otherwise

limit a distributee's election under this Section 8.4, a "distributee" (as

hereinafter defined) may elect, at the time and in the manner prescribed

by the Plan Administrator, to have any portion of an "eligible rollover

distribution" (as hereinafter defined) paid directly to an "eligible

retirement plan" specified by the distributee in a "direct rollover."

For purposes of this Section 8.4, the following terms shall have the

following meanings:

(a) "distributee" means an Eligible Employee or former Eligible

Employee. In addition, the surviving spouse of an Eligible Employee

or former Eligible Employee or a spouse or former spouse of an

Eligible Employee or former Eligible Employee who is the alternate

payee under a Qualified Domestic Relations Order, are distributees

with regard to the interest of the spouse or the former spouse;

(b) "eligible rollover distribution" means any distribution of all or

any portion of the balance to the credit of the distributee under

the Plan, except that an eligible rollover distribution shall not

include:

(i) any distribution from the Plan that is one of a series of

substantially equal periodic payments (made not less

frequently than annually) for the life (or life expectancy) of

the distributee or the joint lives (or joint life

expectancies) of the distributee and the distributee's

designated Beneficiary, or for a specified period of ten years

or more;

(ii) any distribution from the Plan to the extent such distribution

is required under Section 401(a)(9) of the Code; or

(iii) the portion of any distribution from the Plan that is not

includible in gross income for federal income tax purposes

(determined without regard to the exclusion for net unrealized

appreciation with respect to employer securities).

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(c) "eligible retirement plan" means:

(i) an individual retirement account described in Section 408(a)

of the Code;

(ii) an individual retirement annuity described in Section 408(b)

of the Code;

(iii) an annuity plan described in Section 403(a) of the Code; or

(iv) a qualified trust described in Section 401(a) of the Code,

in any case, that accepts the distributee's eligible rollover

distribution; provided, however, that with respect to an eligible

rollover distribution to a surviving spouse of an Eligible Employee

or former Eligible Employee, an eligible retirement plan means an

individual retirement account or an individual retirement annuity;

and

(d) "direct rollover" means a payment by the Plan to the eligible

retirement plan specified by the distributee.

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ARTICLE 9

Distributions on Termination of Employment

9.1 Distributions on Termination of Employment

When a Participant's employment with all Affiliated Companies is

terminated, the Value of his vested interest in his Accounts shall be

distributed to him or, if distribution is being made by reason of death,

to his Beneficiary. For purposes of this Section 9.1, and subject to the

provisions of Section 13.6, a termination of employment occurs upon a

quit, discharge, termination due to a permanent shutdown or sale of a

plant (except for situations involving a spinoff to another qualified

plan), an absence that continues after the period of a leave of absence

granted by an Employer expires, or a break in seniority under the terms of

any applicable collective bargaining agreement, whichever occurs first.

Any amount distributed to a Participant's Beneficiary pursuant to the

preceding sentence shall be reduced to the extent the Participant's

Accounts are subject to a pledge under Section 15.5. All amounts

distributable pursuant to this Article 9 shall be paid as soon as

practicable on or after the Valuation Date as of which payment is to be

made (and except as is provided in Sections 9.2 and 9.3 in all events

within 60 days after the end of the later of the Plan Year in which the

Participant attains age 65 or terminates employment with all Affiliated

Companies). The Participant's Accounts shall be retained and administered

under the Plan until the date of distribution.

Effective January 1, 2002 (except with respect to any individuals who

entered into severance agreements with an Employer prior to that date) for

purposes of this Plan, including without limitation this Section and

Sections 1.44, and 8.1, `discharge' shall include any cessation of active

service by an Employee which is expected to be permanent and in connection

with which the individual receives severance payments, payments from the

inactive payroll or any other similar payments, and such a discharge shall

constitute a `termination of employment,' a `termination of service' (or

`Service'), `ceasing to be employed' and any other similarly described

event.

9.2 Valuation

The Value of a Participant's Accounts for purposes of Section 9.1 shall be

determined and payable on the Valuation Date on or as soon as practicable

following the date the Participant (or his Beneficiary) is entitled to a

distribution hereunder and has completed and submitted to the Plan

Administrator any application and election forms which the Plan

Administrator may require, but in no event prior to the Valuation Date on

which authorized distribution directions are received by the Trustee.

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9.3 Form of Distribution

Distributions under this Article 9 shall be made in a lump sum payment and

shall be made in cash from the applicable Investment Funds (other than the

Company Stock Fund). A Participant may elect in such manner and at such

time as the Plan Administrator may determine whether distributions from

the Company Stock Fund shall be distributed in cash or in kind, except

that any uninvested cash and any fractional shares shall be paid in cash.

In the event that a Participant has not made the election under the

preceding sentence, distributions from the Company Stock Fund shall be

made in cash.

Notwithstanding anything herein contained to the contrary, no part of a

distribution in excess of $5,000 ($3,500 before January 1, 2000) may

commence before the April 1st following the Plan Year in which the

Participant attain