### Exhibit 10.3   	Alcan Executive Deferred Share Unit Plan, dated September 20, 2006, as	amended.

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**Alcan	Inc.                               **

**EXECUTIVE**

**DEFERRED**

**SHARE**

**UNIT**

**PLAN**

  

	 
**Table	of Contents**

	 

1. INTRODUCTION2
2. PURPOSE			OF PLAN3
3. TAX STATUS3
4. ELIGIBILITY4
5. TRANSFERS5
6. 			PARTICIPATION6
7.	EPA VALUE6
8.	TSR VALUE6
9.	RSU VALUE7
10. 			DISCRETIONARY DSUs7
11. THE VALUE OF A DSU7
12. BENEFITS9
13. VESTING12
14. 			IN‐SERVICE WITHDRAWALS12
15. ADJUSTMENTS12
16. BENEFICIARY12
17. REDEMPTION13
18. 			RISKS AND UNCERTAINTIES17
19. 			NON‐ALIENATION17
20.AMENDMENT OR TERMINATION OF DSUP			BY ALCAN18
21. 			ADMINISTRATION18
**APPENDICES**
-  EPA	Value Election Form (Appendix A)
-  TSR Value Election Form (Appendix B) 
-  RSU	Value Election Form (Appendix C)
-  Beneficiary Designation Form (Appendix D) 
-  Change of Beneficiary Form (Appendix E) 
-  Redemption Form (Appendix F)
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** **
 **1.	Introduction**
This	booklet sets out the terms of the Alcan Deferred Share Unit Plan (DSUP) as	amended and restated as at September 20, 2006. Deferred Share Units granted	before, shall be administered and paid in accordance with the terms of the DSUP as they existed immediately prior to this amendment and restatement. If	you require legal, tax or other professional advice on whether or not to	participate in the DSUP, you should speak to your personal, legal or tax	advisor.
	 

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**DEFERRED	SHARE	UNIT	PLAN**

** **
  **2.	Purpose of Plan**
The DSUP is	a recent addition to the range of benefits offered by Alcan to employees to	assist in their personal financial planning. It is a compensation benefit	plan which works in conjunction with the cash‐based Executive Performance	Award (EPA) Plan, the Total Shareholder Return Performance Plan (TSR	Performance Plan) and the Restricted Share Unit Plan (RSU Plan). Under the	DSUP, an eligible employee may elect to receive a selected portion of the	potential value of his or her EPA award (EPA Value) in the form of Deferred	Share Units (EPA DSUs) instead of cash, may elect to receive a selected	portion of the potential value of his or her TSR Performance Plan award (TSR	Value) in the form of Deferred Share Units (TSR DSUs) instead of cash and	may also elect to receive a selected portion of the potential value of his	or her RSU Plan award (RSU Value) in the form of Deferred Share Units (RSU	DSUs). Except where specifically provided otherwise in this booklet, EPA	DSUs, TSR DSUs and RSU DSUs will be referred to as DSUs.******	DSUs	represent a notional investment in Alcan shares and attract dividend credits	which are also invested in DSUs. The balance of the EPA Value (if any) is	payable under the EPA Plan in cash, the balance of the TSR Value (if any) is	payable under the TSR Performance Plan in cash and the balance of the RSU	Value (if any) is payable under the RSU Plan in cash.

It is hoped	that the DSUP will strengthen the link between the interests of employees	(like yourself) and the interests of Alcan's shareholders, by encouraging	the former to voluntarily elect to have a portion of their remuneration tied	to the long‐term performance of Alcan shares.
   **3. Tax Status**
The DSUP	was introduced in March 1997, effective as of 1 January 1997, after approval	from Revenue Canada and Revenue Québec. Both Canada Revenue Agency (formerly	Revenue Canada) and Revenue Québec	issued tax rulings confirming that the issue of DSUs and Additional DSUs	(corresponding to dividends paid on Alcan shares, as explained in Section	12) will not attract Federal or Québec income taxes until they are redeemed	as provided for in the DSUP (see Section 17).

The DSUP	has been amended and restated as at April 23, 2003, after Canada Revenue	Agency issued a tax ruling confirming that the issue of DSUs and Additional	DSUs on and after April 23, 2003 under the DSUP as amended will not attract	Federal income taxes until they are redeemed as provided for in the DSUP.
 

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**DEFERRED	SHARE	UNIT	PLAN**

 

  
Alcan is	seeking to obtain from Canada Revenue Agency a tax ruling to confirm that	the issue of DSUs and Additional DSUs on or after September 20, 2006 will	not attract Federal income taxes until they are redeemed as provided for in	the DSUP.

These	rulings are based on the provisions of the *Income Tax Act* and the *Loi sur les impôts*	as they existed at the time the rulings were given. No Alcan Group Company	will be liable for any tax or other cost, loss or reduction in rights	incurred by you (or any other person entitled to benefits hereunder) as a	result of any change in these tax laws or the withdrawal of either of the	above rulings.    **4.	Eligibility**
To	participate in the DSUP in respect of the EPA Value in any year (the EPA	year), you must meet every one of the following criteria on the last day of	the previous year:
-  You	must be an active, permanent employee of an Alcan Group Company in Canada 
-  You	must be a resident of Canada; and
-  You	must be in the following Grades on the North American and Canadian Salary	Scales:

‐   43A or above

or

-    40A or 41A	or 42A *and*at	least 50 years of age.

To	participate in the DSUP in respect of the TSR Value for a Performance Period	(as defined in the TSR Performance Plan), you must meet every one of the	following criteria on the 365th day previous to the end of the	Performance Period:
-  You	must be an active, permanent employee of an Alcan Group Company in Canada; 
-  You	must be a resident of Canada; and
-  You	must be eligible for a potential cash‐based Award under the TSR Performance	Plan.

To	participate in the DSUP in respect of the RSU Value for a Vesting Period (as	defined in the RSU Plan), you must meet every one of the following criteria	on the 365th day previous to the end of the Vesting Period:

•    You	must be an active, permanent employee of an Alcan Group Company in Canada;

 

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**DEFERRED	SHARE	UNIT	PLAN**

 

  -  You	must be a resident of Canada; and
-  You	must be eligible for a potential Award under the RSU Plan.

	 

**5.	Transfers**

If you are	transferred to an Alcan Group Company ***outside***	Canada, the	option selected on your Annual Election Form will be applied to the EPA	Value (if any), TSR Value (if any) and RSU Value (if any) earned by you	during your service in Canada. Similarly, if you are transferred to an Alcan	Group Company ***in***Canada, the option selected on your TSR Value	Election Form or RSU Value Election Form will be applied to the TSR Value	(if any) or RSU Value (if any) earned by you during your service in Canada.
 

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**DEFERRED	SHARE	UNIT	PLAN**

   
**6.	Participation**

Participation in the DSUP is ***entirely voluntary*****on your	part.

You may	participate if you meet any of the eligibility tests as described in Section	4.

	 

**7.	EPA Value**

If you are	eligible and wish to participate with respect to your EPA Value, you must	complete and file an Annual Election Form with the Plan Administrator before	mid‐December of the year preceding the EPA year. In this Form, you will be	asked to indicate what portion (in tranches of 10%) of the EPA Value (if	any) shall be provided under the DSUP and what portion of the EPA Value will	be provided under the EPA Plan.

Your	election made as above will be valid for the particular EPA year. An	election once made cannot be revoked or altered.

If you do	not file an Annual Election Form by mid‐December as stated above, it will be	assumed that you do not wish to participate in the DSUP for the EPA Value	(if any) to be provided in respect of the particular EPA year.

If you	first become eligible to participate in the DSUP during an EPA year, you may	only do so effective the following EPA year.

***A new	election must be made for every EPA year. Therefore, you need not	participate in the DSUP with respect to your EPA Value each and every year.***

	 

**8.	TSR Value**

If you are	eligible and wish to participate with respect to your TSR Value, you must	complete and file a TSR Value Election Form with the Plan Administrator at	least 12 months prior to the end of the applicable Performance Period. In	this Form, you will be asked to indicate what portion (in tranches of 10%)	of the TSR Value (if any) shall be provided under the DSUP and what portion	of the TSR Value will be provided under the TSR Performance Plan. In	accordance with the terms of the TSR Performance Plan and as an incentive to	participate in the DSUP, you may receive further TSR DSUs (see Section	12.2). 

If you do	not file a TSR Value Election Form by the deadline stated above, it will be	assumed that you do not wish to participate in the DSUP for the TSR Value	(if any) to be provided in respect of that Performance Period. Your election	made as above will be valid for the particular Performance Period. An	election once made cannot be revoked or altered. A new election must be made	for every Performance Period. Therefore, you need not participate in the	DSUP with respect to each and every Performance Period.

 

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**DEFERRED	SHARE	UNIT	PLAN**

 

 
 
**9.	RSU Value**

If you are	eligible and wish to participate with respect to your RSU Value, you must	complete and file a RSU Value Election Form with the Plan Administrator at	least 12 months prior to the end of the applicable Vesting Period. In this	Form, you will be asked to indicate what portion (in tranches of 10%) of the	RSU Value (if any) shall be provided under the DSUP and what portion of the	RSU Value will be provided under the RSU Plan. In	accordance with the terms of the RSU Plan and as an incentive to participate	in the DSUP, you may receive further RSU DSUs (see Section 12.3). 

If you do	not file a RSU Value Election Form by the deadline stated above, it will be	assumed that you do not wish to participate in the DSUP for the RSU Value	(if any) to be provided in respect of that Vesting Period. Your election	made as above will be valid for the particular Vesting Period. An election	once made cannot be revoked or altered. A new election must be made for	every Vesting Period. Therefore, you need not participate in the DSUP with	respect to each and every Vesting Period.

	 

**10.	Discretionary DSUs**

The Alcan	Board may, from time to time, grant additional DSUs (Discretionary DSUs) to	individuals employed by an Alcan Group Company, on such dates, in such	amounts and subject to such time based vesting requirements as the Board may	in its sole discretion determine. Except where specifically provided	otherwise in this booklet, Discretionary DSUs will be referred to as DSUs.

	 

**11.	The Value of a DSU**

The Value	of a DSU on any particular date is calculated as follows:

The average	of the closing prices for Alcan Common Shares in board lots on The Toronto	Stock Exchange and in round lots on the New York Stock Exchange over the 21	consecutive trading days preceding the particular date in question.

 

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The Value	of a DSU related to the TSR Value and the RSU Value is calculated in U.S.	currency. The Value of a DSU related to the EPA Value is calculated in	Canadian currency.  Any currency conversion required is to be made at the	Bank of Canada noon rate of exchange on the relevant day for the purpose of	calculating the Value of a DSU.  

This Value	is used for calculation purposes under the DSUP, such as, to determine the	number of DSUs and Additional DSUs to be issued to you (see Section 12.5)	and the amounts payable on the redemption of your DSUP account (see Section	17) and the termination of the DSUP (see Section 20). 
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**DEFERRED	SHARE	UNIT	PLAN**

 

  **12.			Benefits**    
**12.1**
**EPA DSUs**
**issued under**
**DSUP**If			you choose to participate in DSUP with respect in your EPA Value,			you will receive DSUs calculated by dividing the portion of your EPA			Value determined according to your election by the Value of one DSU			(calculated as described above on the last day of the year preceding			the EPA year) and the result will be rounded to six decimal places.			These EPA DSUs will be credited to your DSUP account on the same day			as the disbursement of the balance of your EPA Value (if any).			
Here is an example: 
			 

*Your Election:*

			 

*Your			EPA Value:*

			 

*DSU			Value:*

			 

*EPA			DSUs to be issued to you:*
			 

*50% under DSUP*

 

*Can.			$50,000.00*

			 

*Can.			$46.40*

 

*50%			of 50,000.00   			=    538.793103 EPA DSUs*

*         46.40*    
The			balance of your EPA Value will be paid to you in cash under the EPA			Plan on the same day.

			 

Effective the next calendar quarter after that day, these			newly‐issued DSUs will earn Additional DSUs in respect of cash			dividends declared on Alcan Common Shares (see below). The			Additional DSUs will in all cases be redeemed and paid out at the			same time as the redemption and payout of your DSUs.   
**12.2**
 
**TSR DSUs**

**issued under**

**DSUP**
If			you choose to participate in the DSUP with respect to your TSR			Value, you will receive TSR DSUs calculated by dividing the portion			of your TSR Value determined according to your election by the Value			of one DSU (calculated as described above on the last day of the			Performance Period) and the result will be rounded to six decimal			places. These TSR DSUs will be credited to your DSUP as soon as			possible after the end of the Performance Period. In accordance with			the TSR Plan, you may be entitled to receive further TSR DSUs if you			elect to exchange some or all of your Award into TSR DSUs.

Here is an example:      
			 

*Your Election:*

 

*Your			TSR Value:*

			 

*DSU			Value:*

			 
*TSR			DSUs to be issued to you:*
 
			 

*50% under the DSUP*

			 

*U.S.			$150,000.00*

			 

*U.S. $40.00*

			 

*50%			of 150,000  			=   1,875 TSR DSUs*

*40.00*

			 

*20%			of 1,875  			=   375 further TSR DSUs in accordance with the TSR Plan, as a			Company incentive to the Participant*

			 
*1,875 + 375 			   =   2,250 TSR DSUs*
 

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**DEFERRED	SHARE	UNIT	PLAN**

 

 
  
The			balance of your TSR Value will be paid to you in cash under the TSR			Performance Plan.

			 

Commencing in the next quarter following the end of the applicable			Performance Period, these newly‐issued TSR DSUs will earn Additional			DSUs in respect of cash dividends declared on Alcan Common Shares			(see below). The Additional DSUs will in all			cases be redeemed and paid out at the same time as the redemption			and payout of your DSUs.    **12.3**
**RSU DSUs**

**issued under**

**DSUP**
If			you choose to participate in the DSUP with respect to your RSU			Value, you will receive RSU DSUs calculated by dividing the portion			of your RSU Value determined according to your election by the Value			of one DSU (calculated as described above on the last day of the			Vesting Period) and the result will be rounded to six decimal			places. These RSU DSUs will be credited to your DSUP as soon as			possible after the end of the Vesting Period. In accordance with the RSU Plan, you may be entitled to receive further RSU DSUs if you			elect to exchange some or all of your RSUs into RSU DSUs.

Here is an example:      
*Your			election:*

 

*Your			RSU Account:*

 

*RSU			DSUs to be issued to you:*
 
*60%			under DSU*

			 

*2,000 RSUs*

			 

*60%			of 2,000  			=   1,200 RSU DSUs*

			 

*20%			of 1,200  			=   240 further RSU DSUs in accordance with the RSU Plan, as a			Company incentive to the Participant*

			 

*1,200 + 240 			   =   1,440 RSU DSUs*
      
Commencing in the next quarter following the end of the applicable			Vesting Period, these newly‐issued RSU DSUs will earn Additional			DSUs in respect of cash dividends declared on Alcan Common Shares			(see below). The Additional DSUs will in all cases be redeemed and			paid out at the same time as the redemption and payout of your DSUs.    **12.4**
**Discretionary**

**DSUs issued**

**under DSUP**
If			you are granted Discretionary DSUs, you will be advised in writing			by Alcan of the number of such DSUs to be credited to your DSUP			account, the date on which such DSUs are granted, the value of such			DSUs as at the date of grant and the vesting requirements (if any)			applicable to such DSUs. Effective the next calendar quarter after			the date of grant of the Discretionary DSUs, these newly‐issued DSUs			will earn Additional DSUs in respect of cash dividends declared on			Alcan Common Shares (see below).
 
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**12.5**
**Additional DSUs**

**in respect of**

**Dividends on**

**Alcan Shares**Whenever a cash dividend is declared on Alcan Common Shares, your			DSUP account will be credited with Additional DSUs as explained			below:
1. 			Dividends on Alcan Common Shares are declared in U.S. currency. The			Canadian currency equivalent of any such dividend will be determined			at the Bank of Canada noon rate of exchange on the date that			dividend is declared for the EPA DSUs.

2.   The EPA DSUs, TSR DSUs, RSU DSUs and discretionary DSUs (if			any) in your account will qualify, for a credit computed on the			basis of the dividend declared (excluding any DSUs of the above			issued in the same calendar quarter as the dividend declaration			date).

3.   The dollar amount (in Canadian currency for the EPA DSUs and			in U.S. currency for TSR DSUs and RSU DSUs) obtained by multiplying			your qualifying DSUs by the dividend calculated as in (1) above is			divided by the Value of a DSU (calculated as on the date of dividend			declaration) and the result is rounded to six decimal places.
4.   The resulting DSUs are credited to your account.
Here is an example:       
EPA			DSUsTSR			DSUs/RSU DSUs  
 

*Your			current balance*

*(qualifying for Additional DSUs)*

* *

*DSU			Value on dividend declaration Date*

* *

*Dividend declared per Alcan share*

* *

*Additional DSUs to be credited*

 

 

*Your			new balance of DSUs*

 

 

*2,350*

* *

*             Can. $47.05*

*              *

*Can. $0.23*

* *

*2,350 x 0.23 			=  11.487779*

*           47.05 *

*         *
*2,361.487779*
 

 

*1,800 *

 

*         U.S. $36.01*

* *

*           U.S. $0.20*

* *

*1,800 x 0.20			=  9.997223*

*     36.01*

* *

*       1,809.997223*
 
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**13.	Vesting**

 

All EPA	DSUs, TSR DSUs and RSU DSUs are fully vested in your favour as soon as they	are credited to your DSUP account. Discretionary DSUs will vest in	accordance with the terms of the written agreement between you and Alcan	relating to the issue of such DSUs (see Section 12.4). Additional DSUs	issued in respect of dividends declared on Alcan Common Shares (see Section	12.5) will have the same vested status as the DSUs to which those additional	DSUs relate. This means that Additional DSUs corresponding to the EPA DSUs,	TSR DSUs and RSU DSUs in your DSUP account will be fully vested in your	favour as soon as they are credited to your account and additional DSUs	corresponding to Discretionary DSUs (if any) in your DSUP account will vest	at the same time as the corresponding Discretionary DSUs.

	 

**14.	In‐Service Withdrawals**

	 

As long as	you are employed by an Alcan Group Company, you may not withdraw any part of	the balance in your DSUP account.

	 

**15.	Adjustments**

	 

In the	event of a stock split, stock dividend, combination or exchange of shares by	Alcan, a merger or any other event which materially affects the Alcan Common	Shares, the necessary and proportionate adjustments, as determined by the	Alcan Board, will be made with respect to the EPA DSUs, TSR DSUs, RSU DSUs,	Additional DSUs and discretionary DSUs (if any) in your DSUP account.

	 

**16.	Beneficiary**

	 

Upon	joining the DSUP ***for the first time****, you*are required	to complete a Beneficiary Designation Form indicating the name of your	beneficiary (who must be either your spouse or the legal representative of	your estate) to whom the benefits under your DSUP account will be paid in	the event that you die while your DSUP account is still open. It is not	necessary to complete a Beneficiary Designation Form every year; however, a	Change of Beneficiary Form must be completed if you wish to change the name	of your beneficiary at any time.

	 

If your	designated beneficiary, predeceases you or if you have not designated a	beneficiary, all benefits under your DSUP account are payable to the legal	representative of your estate.
 

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 **17.			Redemption**    			 			 
The			EPA DSUs, TSR DSUs, RSU DSUs and vested discretionary DSUs (if any)			in your DSUP account will be redeemed in whole or in part only when			you are no longer employed by any Alcan Group Company or following			your retirement from the Alcan Group of Companies or following			death. Discretionary DSUs (if any) which are not vested at the time			of your termination of employment, retirement or death shall be			forfeited and you (and your beneficiary or legal representative)			will have no further right or interest in such DSUs. The EPA DSUs,			TSR DSUs, RSU DSUs and discretionary DSUs in your DSUP account may			be redeemed completely on one date or in portions on several dates. 			This redemption of DSUs will be made as follows:   
**17.1**
**Termination of**

**employment or**

**Retirement**
Redemption of your DSUs will occur ***not earlier*****			than the date of your termination of employment or retirement but ***not later than*****15* *December of the next			calendar year.

In			order to redeem your EPA DSUs, TSR DSUs, RSU DSUs and vested			discretionary DSUs (if any) as above, you must file your Redemption			Form indicating your chosen date of redemption determined as above,			the portion of EPA DSUs, TSR DSUs, RSU DSUs and vested discretionary			DSUs (if any) that you choose to redeem on such date.  The			Redemption Form must be received by Alcan at least five working days			prior to the chosen date of redemption.

If			you do not include a redemption date, it will be assumed to be five			working days after receipt of your Redemption Form (but not earlier			than the date of your termination of employment or retirement and			not later than 15 December of the next calendar year following your			termination of employment or retirement).

On			the date of redemption determined as above, the EPA DSUs, TSR DSUs,			RSU DSUs and vested Discretionary DSUs (if any) in your DSUP account			will be redeemed in cash based on the Value of a DSU as determined			in Section 11.
			 			  **17.2****Death**
If			you should die prior to termination of employment or retirement,			your designated beneficiary or (if you have no surviving			beneficiary) the legal representative of your estate may redeem your			EPA DSUs, TSR DSUs, RSU DSUs and vested Discretionary DSUs (if any)			any time between the date of your death and ***15 December of the			following year*****by filing a Redemption Form.			

If			you should die after termination of employment or retirement but			without having filed a Redemption Form, your beneficiary or (if you			have no surviving beneficiary) the legal representative of your			estate may redeem your EPA DSUs, TSR DSUs, RSU DSUs and vested			Discretionary DSUs by filing a Redemption Form ***on or before 15			December of the year following your termination of employment or			retirement.*****
	 
 

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If			you should die after termination of employment or retirement and			after filing a Redemption Form, your EPA DSUs, TSR DSUs, RSU DSUs			and vested Discretionary DSUs will be redeemed in accordance with			your Redemption Form and neither your designated beneficiary nor the			legal representative of your estate will be permitted to file			another Redemption Form.

All other	rules as stated in this Redemption section will apply.			 			  **17.3**
**Change of**

**Control**
 
If			you retire, die or are terminated, within twelve months of a Change			of Control Event of Alcan, the EPA DSUs, TSR DSUs,			RSU DSUs			and vested Discretionary DSUs (if any) in your DSUP account will be			redeemed in cash on the date of retirement, death or termination			based on the Value of DSU as determined in Section 11 as of the date			of a Change of Control Event. The amount of the redeemed DSUs must			be paid no later than twelve months from the Change of Control			Event.

If			you retire, die or are terminated more than twelve months after the			Change of Control Event of Alcan, the EPA DSUs, TSR DSUs,			RSU DSUs			and vested Discretionary DSUs (if any) in your DSUP account will be			subject to the redemption procedure described in Section 17.

A			"Change of Control Event" shall mean any of the			following: 

1.  the acquisition of direct or indirect beneficial			ownership of 50% or more of the Alcan Common Shares by any person or			group of associated persons acting together or jointly and in			concert;

2.  any amalgamation, merger, arrangement, reorganization or			consolidation (or substantially similar transactions or series of			transactions) in respect of Alcan, other than where (a) the Alcan			Common Shares of Alcan after the transaction would continue to			represent two-thirds or more of the combined voting securities of			the resulting entity, without a concurrent substantial change in the			composition of Alcan's Board of Directors, or (b) it is effected for			the purpose of implementing a recapitalization, without there also			occurring an acquisition of direct or indirect beneficial ownership			of 20% or more of the Alcan Common Shares by any person or group of			associated persons acting together or jointly and in concert;

3.   the approval by Alcan's Shareholders of a plan for the			complete or effective dissolution of Alcan;

4.   the issuance of Alcan Common Shares in connection with an			exchange offer acquisition if such issuance results in the			Shareholders holding less than two-thirds of the combined voting			securities of the resulting entity and there is a concurrent			substantial change in the composition of Alcan's Board of Directors;

5.   the sale of all or substantially all of the assets of			Alcan, other than (a) to an owner or owners of at least two-thirds			of Alcan's Common Shares, or (b) in a manner so that the acquirer is			thereafter controlled as to at least two-thirds of its voting			securities by the owner or owners of at least two-thirds of Alcan's			Common Shares, provided in each case that there is no concurrent			substantial change in the composition of the Alcan's Board of			Directors; 

 

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6.    the completion of			the corporate approvals necessary on the part of Alcan to give			effect to any amalgamation, merger, arrangement, reorganization,			continuance or consolidation (or substantially similar transactions			or series of transactions) in respect of Alcan pursuant to which			Alcan will not survive as a stand-alone publicly-traded corporation			- without limitation Alcan shall be deemed not to have survived as a			stand-alone publicly-traded corporation if (a) there is no longer a			liquid market for the Alcan Common Shares on the Toronto or New York			stock exchanges, (b) more that 50% of the Alcan Common Shares become			held by any person or group of associated persons acting together or			jointly and in concert, or (c) Alcan becomes a subsidiary of another			corporation; or

7.    any occurrence			pursuant to which individuals who were the incumbent Directors on 1			November 2005 cease for any reason to constitute at least two-thirds			of Alcan's Board, provided that any individual who became a Director			subsequently whose election or appointment was approved by at least			two-thirds of the incumbent Directors shall also be considered to be			an incumbent Director, but further provided that no individual			elected or appointed initially as a result of an actual or			threatened proxy contest or solicitation of proxies or in connection			with amalgamation, merger, arrangement, reorganization,			consolidation or share exchange acquisition transaction (or			substantially similar transactions or series of transactions) shall			be deemed to be an incumbent Director.

For the purposes hereof a substantial			change in the composition of the Alcan's Board of Directors shall be			any change involving the departure of at least three Directors or			any other change pursuant to which the Directors in office prior			thereto cease to constitute at least two-thirds of the members of			the Board.  In addition, any "change of control event" which			occurs for the purposes of a change of control agreement in force			between Alcan and an employee of Alcan or one of its subsidiaries as			of the date hereof shall be deemed to be a Change of Control Event			hereunder in relation to that employee.
			 			  **17.4**
**Automatic**

**Redemption**
If you, your designated beneficiary or			the legal representative of your estate do not file the Redemption			Form as described above, then the redemption shall take place ***on 15 December of the next calendar year following the year of the			earliest of your termination of employment, retirement or death.***
 

Page 15

	 

**DEFERRED	SHARE	UNIT	PLAN**

 

 
**17.5**
**Additional DSUs**

**after Termination**
**of employment, Retirement or**
**Death**
During the period between termination of employment, retirement or			death and the actual payment date, your DSUP account will be			credited with Additional DSUs whenever cash dividends are declared			on Alcan Common Shares (see Section 12.5). The Additional DSUs will			in all cases be redeemed and paid out at the same time as the			redemption and payout of your DSUs.			 			  **17.6**
**Payment of**

**redeemed DSUs**
 
The			cash value of your DSUP account, determined as above, will be paid			by the Alcan Group Company in Canada that last employed you (Final			Canadian Alcan Employer).  If you were employed by more than one			Alcan Group Company in Canada while you participated in the DSUP,			your Final Canadian Alcan Employer shall be reimbursed by each of			your other Alcan employers in Canada for an amount equal to the			portion of the EPA DSUs, TSR DSUs, RSU DSUs and vested discretionary			DSUs redeemed by you, including any amount withheld in respect of			taxes and other source deductions, that is attributable (as			determined by the DSUP administrator) to your period of employment			with each such Alcan employer in Canada.  If you were employed by			only one Alcan Group Company in Canada while you participated in the			DSUP, there will be no such reimbursement and the EPA DSUs, TSR			DSUs, RSU DSUs and vested discretionary DSUs redeemed by you shall			be paid only by your Final Canadian Alcan Employer.

The			cash value of your DSUP account, determined as above, will in any			event be paid on or before the earlier of (a) 30 days from the date			of redemption or (b) 31 December of the next calendar year following			the year of the earliest of your termination of employment from the			Alcan Group of Companies, retirement or death. 

Federal and Provincial taxes will be deducted from such payment as			required by law irrespective of the country of residence at the time			of redemption. 	 
Page 16

	 

**DEFERRED	SHARE	UNIT	PLAN**

 

 
			 			 **18.	Risks and Uncertainties**			 			  			 			 
The Value	of a DSU is based on the price of an Alcan Common Share (see Section 11). No	amount shall be paid under the DSUP, the EPA Plan, the TSR Performance Plan,	RSU Plan or any other arrangement (nor will any other form of benefit be	conferred) to compensate you or your beneficiary or estate, as the case may	be, should the price of an Alcan Common Share be lower on redemption than at	the time of election.

	 

Unless	otherwise determined by the Board, the DSUP will	remain an unfunded obligation of Alcan and all benefits payable under the	DSUP represent merely unfunded, unsecured promises of Alcan to pay a sum of	money in the future. No funds will be contributed by any person to a third	party or otherwise set aside to secure benefits under the DSUP.
			 			  			 			 **19.	Non-Alienation**			 			  			 			 
Except for	the designation of your beneficiary (see Section 16), no transfer by you or	your beneficiary or estate, as the case may be, of any right to any payment	or benefit under the DSUP, whether by operation of law or otherwise, and	whether by means of alienation by sale, transfer, assignment, bankruptcy,	pledge, attachment, charge or encumbrance of any kind, shall vest the	transferee with any interest or right, and any attempt to so alienate, sell,	transfer, pledge, attach, charge or otherwise encumber any such amount,	whether presently or thereafter payable, shall be void and of no force or	effect.
 

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**DEFERRED	SHARE	UNIT	PLAN**

 

 
			 			 
**20.	Amendment or Termination of DSUP by Alcan**
			 			  			 			 
The DSUP	may be amended or terminated at any time by the Alcan Board of Directors	provided that such amendment or termination shall not reduce any rights	which you have acquired prior to the amendment or termination date. No such	amendment or termination shall contravene the requirements of Income Tax	Regulation 6801(d). The Board of Directors will determine the termination	date of the DSUP.

 

In the	event of termination of the DSUP, any EPA Value granted to you after the	date the DSUP is terminated will be paid under the EPA Plan in cash, and no	part of such EPA Value will be issued in DSUs, any TSR Value granted to you	after the date the DSUP is terminated will be paid under the terms of the	TSR Performance Plan and any RSU Value granted to you after the DSUP is	terminated will be paid under the terms of the RSU Plan. Additional DSUs in	respect of dividends declared on Alcan Common Shares will not continue to	accumulate in your DSUP account. No new participant will be admitted to the	DSUP after that date.

	 

If the DSUP	is terminated, the cash value of all DSUs in your account will be determined	in accordance with Section 11 on the date of the termination of the DSUP and	these DSUs will be redeemed as soon as possible following the termination of	the DSUP. 
			 			  			 			 **21.	Administration**			 			  			 			 
Once every	year, you will be provided with a statement showing the transactions in your	DSUP account including the vested status of your Discretionary DSUs (if	any).

	 

On‐going	administration of the DSUP will be handled by Alcan's Corporate Human	Resources (Executive Compensation) Department.

The DSUP is	governed by the laws of the Province of Québec and the laws of Canada.

	 

If any part	of the DSUP is determined to be void or unenforceable, the validity and	enforceability of remaining parts of the DSUP will not be affected as a	consequence.

	 

Nothing	contained in the DSUP will be deemed to give an employee the right to be	retained in the service of any Alcan Group Company or to interfere with the	rights of any Alcan Group Company to discharge or lay off an employee at any	time.
 

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**APPENDIX A**

 

**ALCAN	INC. DEFERRED SHARE UNIT PLAN**

Annual	Election Form for the EPA Year _________________

	 

I, 	                                                                                	,hereby exercise my option with respect to participation in the	Alcan Deferred Share Unit Plan (DSUP) in respect of the value of my EPA for	the above EPA year as follows:

	 

	        		%     in DSUP

	        		%     in cash

   	100%    Total

I	understand and acknowledge that:

1. This	election is irrevocable, and

2. I have	read and understood the booklet setting out the terms of the DSUP.

3. For the	EPA Year commencing                              , my election to	participate in the DSUP will be conditional upon receipt by Alcan of the	advance tax ruling described in Section 3 of the booklet setting out the	terms of the DSUP.

I hereby	recognize that any advantage derived from my participation in the DSUP is	solely as a result of a provision of the Canadian Tax Laws and therefore has	no compensation value.  If I become ineligible to participate in the DSUP by	virtue of an international assignment or otherwise, I will receive no	compensation from Alcan for the loss of such eligibility.

The above	election shall take effect for the indicated calendar year upon receipt and	acceptance of this election by Alcan, and it shall remain in effect during	the indicated calendar year. This deferral election is only valid for the	indicated year above. A new deferral election must be completed for each	subsequent year, as indicated in the Plan.

	 

	                                                   

Signature

	 

	 

	                                                   

Employee	Number

	 

	 

	                                                   

Date

*** ***

***This	election form must be returned by _______________ to the Plan Administrator;	or to Alcan's Human Resources (Executive Compensation) Department. ***

***If you do	not return this form as aforesaid, you mill be deemed to have declined	participation in the DSUP for the above EPA year.****** ***
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**APPENDIX B**

 

** ****ALCAN	INC. DEFERRED SHARE UNIT PLAN**

TSR Value	Election Form for the Performance Period

commencing	                              and ending 	                                     

	 

I, 	                                                                                	,hereby exercise my option with respect to participation in the	Alcan Deferred Share Unit Plan (DSUP) in respect of the value of my TSR	Performance Plan for the above Performance Period as follows:

	 

	        		%     in DSUP

	        		%     in cash

   	100%    Total

I	understand and acknowledge that:

1. This	election is irrevocable, and

2. I have	read and understood the booklet setting out the terms of the DSUP.

I hereby	recognize that any advantage derived from my participation in the DSUP is	solely as a result of a provision of the Canadian Tax Laws and therefore has	no compensation value.  If I become ineligible to participate in the DSUP by	virtue of an international assignment or otherwise, I will receive no	compensation from Alcan for the loss of such eligibility.

The above	election shall take effect for the indicated calendar year upon receipt and	acceptance of this election by Alcan, and it shall remain in effect during	the indicated calendar year. This deferral election is only valid for the	indicated year above. A new deferral election must be completed for each	subsequent year, as indicated in the Plan.

	 

	                                                   

Signature

	 

	 

	                                                   

Employee	Number

	 

	 

	                                                   

Date

	 

***This	election form must be returned at least 12 months prior to the end of the	Performance Period to the Plan Administrator; or to Alcan's Human Resources	(Executive Compensation) Department. ***

***If you do	not return this form as aforesaid, you mill be deemed to have declined	participation in the DSUP for the above Performance Period.****** ***
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**APPENDIX C**

 

**ALCAN	INC. DEFERRED SHARE UNIT PLAN**

RSU Value	Election Form for the Vesting Period

commencing	                              and ending 	                                     

I, 	                                                                                	,hereby exercise my option with respect to participation in the	Alcan Deferred Share Unit Plan (DSUP) in respect of the value of my RSU Plan	for the above Vesting Period as follows:

	 

	        		%     in DSUP

	        		%     in cash

   	100%    Total

I	understand and acknowledge that:

1. This	election is irrevocable, and

2. I have	read and understood the booklet setting out the terms of the DSUP.

I hereby	recognize that any advantage derived from my participation in the DSUP is	solely as a result of a provision of the Canadian Tax Laws and therefore has	no compensation value.  If I become ineligible to participate in the DSUP by	virtue of an international assignment or otherwise, I will receive no	compensation from Alcan for the loss of such eligibility.

The above	election shall take effect for the indicated calendar year upon receipt and	acceptance of this election by Alcan, and it shall remain in effect during	the indicated calendar year. This deferral election is only valid for the	indicated year above. A new deferral election must be completed for each	subsequent year, as indicated in the Plan.

	 

	                                                   

Signature

	 

	 

	                                                   

Employee	Number

	 

	 

	                                                   

Date

	 

***This	election form must be returned at least 12 months prior to the end of the	Vesting Period to the Plan Administrator; or to Alcan's Human Resources	(Executive Compensation) Department. ***

***If you do	not return this form as aforesaid, you mill be deemed to have declined	participation in the DSUP for the above Vesting Period.****** ***
Page 21

	 

	 

**APPENDIX D**

 

** ****ALCAN	INC. DEFERRED SHARE UNIT PLAN**

**Beneficiary	Designation Form**

	 

I, 	                                   , being a Participant of the Deferred	Share Unit Plan (DSUP) hereby designate the following person as my	Beneficiary for purposes of the DSUP and acknowledge that said person is:

	 

		Name:
  
		Address:
   
  
 

Under the	terms of the DSUP, I reserve the right to revoke this designation and to	designate another person as my Beneficiary.

	 

	                                                   

Signature

	 

	 

	                                                   

Employee	Number

	 

	 

	                                                   

Date

 

Page 22

	 

	 

**APPENDIX E**

 

**ALCAN	INC. DEFERRED SHARE UNIT PLAN**

**Change of	Beneficiary Form**

I,			                                             , being a			Participant of the Deferred Share Unit Plan (DSUP) hereby revoke the Designation of                                                			as my Beneficiary for purposes of the DSUP and designate instead:
	 

		Name:
  
		Address:
   
  
	 

Under the	terms of the DSUP, I reserve the right to revoke this designation and to	designate another person as my Beneficiary.

	 

	                                                   

Signature

	 

	 

	                                                   

Employee	Number

	 

	 

	                                                   

Date

**  **

Page 23

	 

	 

**APPENDIX F**

 

**ALCANINC. DEFERRED SHARE UNIT PLAN**

**Redemption Form**

 

1.       Participant's name:                                                                                             

2.       I am: 

____ the Participant

____  the Beneficiary of the Participant

____  a legal representative of the estate of the Participant

 

3.       I hereby wish to redeem the Deferred Share Units vested in the name ofthe Participant in followingproportion:

 

____  Partial Redemption:                     _____ % of Deferred Share Units

____  Complete Redemption (i.e. 100% of Deferred Share Units)

 

4.    I herebywish to redeem the Deferred Share Units on the following date:

 

                                               

***Redemption Date****

 

	                                                   

Signature

	 

	 

	                                                   

Employee	Number(if applicable)

	 

	 

	                                                   

Date

 

***Please referto the Deferred Share Unit Plan Booklet for instructions.**

 

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