### Exhibit10.1

### AlcanInc.

 

Alcan ExecutiveShare Option Plan

###  

### THE PLAN

** **

**1.   General Information **

ThePlan was adopted by the Board of Directors and Shareholders effective July 24,1987 and was amended on April 26, 1990, April 22, 1993 and April 28, 2005. Itspredecessor plan was originally adopted on February 5, 1981, effective March 26,1981, by the former parent of the Company. 

Thepurposes of the Plan are to provide a means for encouraging key employees toobtain an increased proprietary interest in the enterprise and an additionalincentive to further its growth and development and to assist the Company inretaining and attracting executives with experience and ability. 

ThePlan provides for the granting to key employees of the Company and itsSubsidiaries of Options to purchase Common Shares and, where applicable, SARs.The Committee which administers the Plan may determine in its sole discretionwhich employees of the Company and its Subsidiaries are eligible to be grantedOptions. 

ThePlan is not subject to any of the provisions of the United States EmployeeRetirement Income Security Act of 1974 nor is it a qualified plan under Section401(a) of the United States Internal Revenue Code of 1986, as amended. 

**2.   Definitions **

"AlcanGroup" means the Company together with its consolidated subsidiaries and othercompanies in which the Company owns, directly or indirectly, less than 50% ofthe voting stock but has significant influence over management; 

"Board of Directors" means the Board of Directors of the Company; 

"Committee" means the Human Resources Committee of the Board of Directors; 

"Common Share" or "Share" means a Common Share of the Company; 

"Company" means Alcan Inc.; 

"Director" means a Director of the Company; 

"Effective Date" means the date on which an Option is granted; 

"Holding Period" has the meaning set out in paragraph 11 below; 

"Majority Acquisition" means the acquisition by any person through anunsolicited take-over bid of more than 50% of the voting shares of the Company; 

"Majority Election" means any election of Directors at which any person who hasmade an unsolicited take-over bid succeeds (together with others) in obtainingthe election of a majority of the members of the Board of Directors of hischoice; 

"Market Value" means the average of the high and low prices of Shares on theToronto Stock Exchange on the relevant day, or if two or more sales of Sharesshall not have been reported for that day, on the next preceding day for whichthere have been two or more reported sales; 

"Option" means an option to purchase Common Shares granted underthe Plan; 

"Optionee" means a person who has been or is to be granted anOption; 

"Option Period" has the meaning set out in paragraph 9 below; 

"Plan" means the Alcan Executive Share Option Plan adopted by theCompany on July 24, 1987, as amended from time to time;

"Retirement" means (unless otherwise determined by the Committee):

(i)   retirement in accordance with the provisions of those employee benefit plans ofthe Company or any Subsidiary covering the Optionee, or 

(ii)   if the Optionee is not covered by any such plan, as determined by theCommittee, or 

(iii) the placing of a terminated Optionee on the Company's non-active payrollin order to permit such Optionee to attain early retirement age; 

"Shareholder" means a holder of Common Share(s);

"Stock Appreciation Right" or "SAR" means a right, if grantedby the Committee, to receive from the Company, in return for the surrender tothe Company of the unexercised right to subscribe for a Share pursuant to anOption, cash in an amount equal to the excess of the Market Value of such Shareon the date such right is exercised over the subscription price provided in thatOption; 

"Subsidiary" means any company in which the Company owns, directly orindirectly, more than 50% of the voting stock; 

"Waiting Period" means a period of at least three monthscommencing on the Effective Date and such additional period, if any, as may beestablished by the Committee at the time of the grant of the Option, suchadditional period to be subject to such terms and conditions, includingconditions for the earlier termination of such additional period, as theCommittee may determine. 

"Yearly Allotment" means, in respect of a calendar year, 0.75% of the Sharesoutstanding as at the end of the previous calendar year. 

**3.   Administration **

ThePlan shall be administered by the Committee. The Committee shall have full andcomplete authority to interpret the Plan and to prescribe such rules andregulations and make such other determinations as it deems necessary ordesirable for the administration of the Plan. 

The Committee shall determine the grant of Options as set out inparagraph 6 below. 

**4.   Shares Subject toGrant of Options **

Subject to applicable laws and stock exchange rules and regulations, theCommittee may grant during any calendar year Options in respect of a maximumnumber of Shares which is the aggregate of: 

(i)    the Yearly Allotment, and 

(ii)    those portions of all previous Yearly Allotments in respect of whichOptions have not been granted, 

provided that the aggregate number of Shares which may be issued after  March11, 2005 (in respect of Options already granted up to that date and Options tobe granted thereafter) shall not exceed 24,844,630 Shares, subject to adjustmentin accordance with paragraph 13, below. 

**5.   Eligibility **

Inorder to be eligible for the grant of Options by the Committee as providedherein, a person must be an employee of the Company or one of its Subsidiaries. 

**6.   Grant of Options **

TheCommittee shall from time to time designate the Optionees as well as the numberof Shares to be covered by each Option and shall fix the Effective Date of theOption. Any Optionee may hold more than one Option.

**7.   Subscription Price **

Thesubscription price for each Share covered by an Option shall be established bythe Committee at not less than 100% of the Market Value of a Share on theEffective Date. 

**8.   Exercise of Option **

AnOption may be exercised in the manner prescribed by the Committee in whole atany time or in part from time to time during the Option Period or in suchamounts and at such times during the Option Period as the Committee maydetermine. The subscription price of Shares shall be paid in full in cash at thetime of exercise of the Option. 

**9.   Option Period **

EachOption shall be exercisable by the Optionee during a period ("Option Period")established by the Committee at the time the Option is granted which shallcommence after the Waiting Period and shall terminate not later than ten yearsafter the Effective Date, except that: 

9.1  in the case of certain Optionees who are, or may be deemed to be, insiders ofthe Company in accordance with any applicable law, the Waiting Period shall notbe shorter than the period prescribed by such law; 

9.2  subject to the Option Period stated above, the Option Period shall terminate notlater than five years after the earlier of: 

(a)   the death of the Optionee, and  

(b)  the Retirement of the Optionee; and  

9.3  the Option Period shall (unless otherwise determined by the Committee) terminateimmediately upon the resignation of the Optionee or other termination (except ifparagraph 9.2 applies) of employment of the Optionee by the Company. 

In thecase of death, the Optionee's estate shall have the right to exercise theOptions at any time with respect to all or from time to time with respect to anyportion of the Options which the Optionee had not previously exercised. 

All rights under an Option unexercised in whole or in part at thetermination of the Option Period shall be forfeited. 

**10. Stock Appreciation Rights **

EachOption granted under the Plan may, at the discretion of the Committee, haveconnected therewith SARs in respect of one-half of the Shares covered by theOption. 

EachSAR shall be subject to the same terms and conditions as the related Option andshall be exercisable during the Option Period of the related Option except that,in the case of certain Optionees who are, or may be deemed to be, insiders ofthe Company in accordance with any applicable law, SARs may be exercised onlyduring the periods permitted by such law. 

Eachexercise of a SAR shall reduce by one the number of Shares covered by therelated Option. However, the exercise of an Option will not reduce the number ofSARs connected with such Option until one-half of the Shares originally subjectto such Option shall have been purchased; thereafter, each exercise of an Optionshall reduce the number of SARs connected therewith by the equivalent of thenumber of Shares subscribed to by reason of such exercise. Unexercised SARsshall terminate on termination of the Option Period, together with the relatedOption. 

**11. Disposal of SharesAcquired **

Sharesissued pursuant to the exercise of an Option may not be disposed of by theOptionee until the expiry of such period ("Holding Period"), if any, as may beprescribed by the Committee at the time of grant of the Option, except that, ifsuch Holding Period has been prescribed: 

11.1 in the event of the exercise of an Option by the estate of a deceased Optionee,the estate may dispose of the related Shares immediately; 

11.2 in the event of the exercise of an Option after the Retirement of the Optionee,the Optionee may dispose of the related Shares immediately; 

11.3 the Committee may, in the light of special circumstances affecting an Optioneeand at its discretion, waive any Holding Period which has been prescribed inrespect of such Option; and 

11.4 notwithstanding the above, in the case of certain Optionees who are, or may bedeemed to be, insiders of the Company in accordance with any applicable law, theHolding Period shall not be shorter than the period, if any, prescribed by suchlaw. 

**12. Non-assignable **

NoOption or any interest therein shall be assignable by the Optionee otherwisethan by will or the laws of descent and distribution. During the life of theOptionee, an Option shall be exercisable only by the Optionee or the Optionee'slegal representative. 

**13. Effects of CertainTransactions **

In theevent of any change in the outstanding Shares by reason of any stock dividend,stock split, recapitalization, merger, consolidation, combination or exchange ofShares or other similar corporate change, an equitable adjustment shall be madein the number or kind of Shares issuable under the Plan or subject tooutstanding Options or SARs and/or in the subscription price of such Sharesand/or in the formula for determining cash payable upon the exercise of SARs.Such adjustment shall be made by the Committee and shall be conclusive andbinding for all purposes of the Plan. 

**14. Amendment andTermination **

TheBoard of Directors may at any time and from time to time amend, suspend orterminate the Plan in whole or in part, provided however that the Board ofDirectors may not, without approval of the holders of a majority of the Sharespresent and voting in person or by proxy at a meeting of Shareholders of theCompany, make any fundamental changes to the Plan such as materially increasethe benefits accruing to Optionees (including repricing of Options other thanpursuant to paragraph 13, the extension of an Option Period, the reduction ofthe exercise price but excluding waiver in respect of Waiting Periods andsimilar conditions), or increase the number of Shares issuable pursuant to thePlan, or materially modify the requirements as to eligibility for participationin the Plan. No such amendment, suspension or termination may, without theconsent of the Optionee to whom Options shall theretofore have been granted,adversely affect the rights of such Optionee. 

**15. Condition forIssuance of Shares **

Theobligation of the Company to issue Shares pursuant to the exercise of Optionsshall be subject to the condition that such Shares shall have been registeredwith the Securities and Exchange Commission, Washington, D.C., U.S.A. and shallhave been listed or authorized for listing upon the relevant stock exchanges. 

**16. Change of Control **

Uponthe occurrence of a Majority Acquisition or a Majority Election, all Optionsshall become immediately exercisable and all Waiting Periods and Holding Periodsshall be waived, provided that Optionees who are, or may be deemed to be,insiders of the Company in accordance with any applicable law shall be subjectto such law. 

**17. Taxes **

The Companyshall be entitled to withhold the amount of any tax attributable to any amountspayable or Shares deliverable under the Plan, after giving notice to the personentitled to receive such payment or delivery, and the Company may defer makingpayment or delivery as to any award, if any such tax is payable, untilindemnified to its satisfaction. An Optionee may pay all or a portion of anyrequired withholding taxes arising in connection with the exercise of an Optionby electing to have the Company withhold Shares having a fair market value equalto the amount required to be withheld. 

**18. Governing Law** 

ThePlan and any actions taken in connection herewith shall be governed by andconstrued in accordance with the laws of Ontario and the laws of Canadaapplicable therein.