IMPLEMENTATION AGREEMENT

Exhibit 10.1

EXECUTION COPY

IMPLEMENTATION AGREEMENT

This agreement is made as of September 3 , 2009

WHEREAS the common intent and objective of ACI, ACCC, Alcoa and HQ Énergie is to implement certain transactions in respect of MPCo and the business currently owned and operated by MPCo (the " Business "), the whole, substantially as described in the Step Plan attached hereto as Exhibit A (the " Proposed Transactions ");

WHEREAS pursuant to the Proposed Transactions, ACCC will, directly or indirectly, acquire Alcoa's 40% interest in MPCo, MPCo will be wound up into ACCC, and ACCC will cause all of the assets of MPCo and the obligations and liabilities related to the Business other than Excluded Liabilities (as defined in the Intervention of HQ Énergie hereto ) to be transferred to a newly-formed Québec limited partnership (the " Partnership ");

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WHEREAS it is also contemplated that, in connection with the Proposed Transactions, HQ Énergie shall purchase a 60% interest in the Partnership and in the general partner of the Partnership (" GP ") (the " HQ Acquisition ") from ACCC and Alcoa shall, directly or indirectly, become the holder of the remaining 40% interest in the Partnership and in GP in replacement of its interest in MPCo (the " Alcoa Acquisition ");

WHEREAS the parties acknowledge and agree that they wish and intend to cause the implementation of the Proposed Transactions; and

WHEREAS the parties shall work together in good faith with their respective legal and financial advisors retained for such purpose, with the objective of implementing the Proposed Transactions, including the transfer of the Business to the Partnership, the HQ Acquisition and the Alcoa Acquisition, and to comply with the terms and conditions of this Agreement, it being understood that Alcoa will work toward the objective of implementing the Proposed Transactions based on their understanding of there being no tax or other cost, or liability consequences, to MPCo, the Partnership or Alcoa (or any of their respective Affiliates) related to such implementation, other than such which is fully indemnified or reimbursed pursuant to Article 2.

NOW, THEREFORE , in consideration of the foregoing, the covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1
SCOPE OF AGREEMENT

1.1               Implementation of the Proposed Transactions.

                    Each of the parties declares and acknowledges to the other parties and to HQ Énergie that the terms of the Proposed Transactions, including the transfer of the Business to the Partnership, the Alcoa Acquisition and the HQ Acquisition, and HQ Énergie declares and acknowledges to each of the parties that the terms of the HQ Acquisition, shall be based on normal and reasonable commercial terms to be set forth in definitive agreements to be negotiated and entered into by and among the parties and HQ Énergie in connection therewith. For clarity purposes, Alcoa further declares and acknowledges to ACCC and HQ Énergie that Alcoa waives any right of first refusal on transfers of MPCo shares owned by ACCC in connection with the Proposed Transactions (including the HQ Acquisition), whether under the shareholders' agreement made as of December 20, 1996 between ACCC and Alcoa or otherwise, provided that the Proposed Transactions are completed on or prior to December 31, 2009.

1.2               Reasonable Commercial Efforts.

                    Each of the parties agrees to use its reasonable commercial efforts to take or cause to be taken all action, to do or cause to be done and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable laws to consummate and make effective, in the most expeditious manner practicable, the implementation of the Proposed Transactions (with such changes as may be agreed to by the parties) that involve such party, including: (a) the

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satisfaction of any conditions precedent within its control to the obligations of any party to any agreement which are necessary to implement the Proposed Transactions; (b) the obtaining of applicable consents, waivers or approvals of any third parties, judicial bodies and governmental authorities, provided same are on reasonable terms; and (c) the execution and delivery of such agreements and instruments, and the taking of such other actions as the other parties may reasonably require in order to carry out the intent of this Agreement.

1.3               Conditions for the Benefit of Alcoa.

                    Notwithstanding the foregoing, the obligations of Alcoa to proceed with the Proposed Transactions are subject to the following conditions, each of which must be satisfied in the reasonable judgment of Alcoa or waived in writing by them:

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                     It is understood and agreed that the directors of MPCo nominated by Alcoa shall resign immediately prior to the Proposed Transactions.

1.4               Conditions for the Benefit of ACCC

                    Notwithstanding the foregoing, the obligations of ACCC and ACI to proceed with the Proposed Transactions are subject to the following conditions, each of which must be satisfied in the reasonable judgment of ACCC and ACI or waived in writing by each of them:

1.5               Intercompany Payables.

                    The intercompany payables between (i) ACCC and Alcoa, (ii) ACCC and MPCo, (iii) MPCo and HQ, and (iv) ACCC and HQ shall be settled at closing of the Proposed Transactions as set forth in Exhibit B attached hereto or as may otherwise be agreed between the parties and HQ, it being

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understood that the amounts set forth in Exhibit B are estimated as at September 30, 2009 and will be updated at closing with the agreement of the parties hereto and HQ.

1.6               Timing.

                    Each of the parties agrees to use its reasonable commercial efforts to finalise all of the legal documentation required to implement the Proposed Transactions by September 30, 2009 and to close the Proposed Transactions by October 15, 2009 . If the Proposed Transactions have not closed by December 31, 2009, any party hereto may terminate any of its obligations to complete the Proposed Transactions.

ARTICLE 2
COSTS AND INDEMNIFICATION

2.1               Transaction Costs.

                ACCC shall pay all reasonable costs relating to the formation and qualification of the Partnership and the transfer of assets, obligations and liabilities of the Business to the Partnership. Such costs shall include, but not be limited to, reasonable fees and expenses of counsel and other advisors to MPCo and the Partnership (and GP); transfer tax and non-recoverable GST/QST incurred or assessed on MPCo and the Partnership (and GP) for such activities; all costs to transfer permits, contracts or authorizations of MPCo to the Partnership and/or GP or to issue, sign or obtain permits, contracts or authorizations in replacement of existing ones or which become required under applicable laws as a result of the transfer of the Business to the Partnership; and all costs of any compliance obligations arising as a result of the transfer of the Business to the Partnership or as a condition of the transfer of the Business to the Partnership, including without limitation such costs associated with (i) investigations (including as to the existence of acquired rights) as to any requirement for permits, contracts or authorizations and applications for the issuance of permits or authorizations, (ii) studies, surveys, contracts, servitudes, filings, inquiries, reports required to effect the transfer of or as a condition of transfer or new permits, contracts or authorizations or to determine if a permit, contract or authorization is required, and (iii) measures or works (including characterization, rehabilitation or monitoring work) to be implemented as a condition of, or  pursuant to, transfer or new permits, contracts or authorizations. For greater certainty, such costs shall not include any costs attributable to the condition of the assets existing prior to the transfer of the Business to the Partnership, where such condition is not in compliance with Environmental Laws while not benefitting from acquired rights, and any costs required to correct any existing defect in title to the immovable property.  Such excluded costs will be paid by the Partnership. "Environmental Laws" shall mean applicable laws and regulations pertaining to the environment and its protection and ground water criteria in the Politique de protection des sols et de réhabilitation des terrains contaminés (Quebec).

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2.2               Reimbursement of Professional Fees Incurred by Alcoa .

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