### Exhibit 10.1   	Alcan Restricted Share Unit Plan, dated September 20, 2006.

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### ALCAN	

### **RESTRICTED SHARE UNIT PLAN**

	 

	 

	 

	 

	 

	 

	 

	 

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### ALCAN 

**RESTRICTED SHARE UNIT PLAN**

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**TABLE OF	CONTENTS**

	 
|   |                              | Page   |
|--------|-----------------------------------|--------|
|   |                              |   |
| 1.     | PREAMBLE AND DEFINITIONS          | 1      |
| 2.     | CONSTRUCTION AND			INTERPRETATION | 6      |
| 3.     | ELIGIBILITY                       | 6      |
| 4.     | RSU GRANTS AND RSU ACCOUNTS       | 7      |
| 5.     | ELECTION                          | 8      |
| 6.     | TERMINATION OF EMPLOYMENT         | 9      |
| 7.     | CHANGE OF CONTROL EVENT           | 10     |
| 8.     | BENEFICIARY DESIGNATION           | 10     |
| 9.     | CURRENCY                          | 10     |
| 10.    | SHAREHOLDER RIGHTS                | 11     |
| 11.    | ADMINISTRATION                    | 11     |

        

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### ALCAN 

**RESTRICTED SHARE UNIT PLAN **

	 

	 
| For	purposes of the Plan, the following terms are defined as set forth below: |
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| 1.                                                                            | PREAMBLE AND DEFINITIONS |
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|                                                                          | 1.1 | Title |
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|                                                                          |   | The Plan herein described shall be called the "Restricted Share Unit Plan"	and is referred to herein as the "Plan" dated September 20, 2006.  |
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|                                                                          | 1.2 | Purpose of the Plan |
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|                                                                          |   | The purpose of the Plan is to foster the long-term financial success of the	Company by promoting alignment of interests between participating executives	and shareholders and to attract, retain and motivate talented executives.	     1.3Definitions      1.3.1"Agreement"	or "Award Agreement" means any agreement entered into pursuant to the	Plan by which an Award is granted to a Participant.       1.3.2"Alcan"	or "Company" means Alcan Inc., a Canadian company, and includes any	successor or assignee corporation or corporations whether by amalgamation,	merger or otherwise.       1.3.3
"Award"	means Restricted Share Units granted to a Participant under the Plan on a	Grant Date, and includes the right to receive additional Restricted Share	Units credited in relation thereto as a result of dividends declared on	Common Shares.  Awards shall be subject to the terms and conditions of the	Plan and shall be evidenced by an Agreement containing such additional terms	and conditions as the Committee shall deem desirable.       1.3.4"Board"	means the Board of Directors of the Company.
	1

 
  1.3.5
"Cause"	shall mean, for purposes of determining whether and when a Participant has	incurred a Termination of Employment for Cause, any act or omission which	permits the Company or a Subsidiary to terminate the written employment	agreement or arrangement between the Participant and the Company or	Subsidiary, as the case may be, for "cause" as defined in such agreement or	arrangement, or in the event there is no such agreement or arrangement or	the agreement or arrangement does not define the term "cause," then "Cause"	shall mean any act or failure to act deemed to constitute "cause" under the	Company's or Subsidiary's established and applied practices, policies or	guidelines applicable to the Participant.       1.3.6"Change of Control Event"	means any of the following:	       1.
the acquisition of direct or indirect beneficial ownership of 50% or more of the Shares of the	Company 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 the Company,	other than where (a) the Shares of the Company 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 the Company's Board, or (b) it is effected for the purpose of	implementing a recapitalization of the Company, without there also occurring	an acquisition of direct or indirect beneficial ownership of 20% or more of	the Shares of the Company by any person or group of associated persons	acting together or jointly and in concert;   3.the approval by the	Company's shareholders of a plan for the complete or effective dissolution	of the Company;   4.
the issuance by the	Company of 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 the Company's Board;   5.
the sale of all or substantially all of the assets of the Company, other than (a) to an owner	or owners of at least two-thirds of the Company's 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 the	Company's Shares, provided in each case that there is no concurrent	substantial change in the composition of the Company's Board;
	2

 
   6.
the completion of the	corporate approvals necessary on the part of the Company to give effect to	any amalgamation, merger, arrangement, reorganization, continuance or	consolidation (or substantially similar transactions or series of	transactions) in respect of the Company pursuant to which the Company will	not survive as a stand-alone publicly-traded corporation - without	limitation the Company 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 Shares on the Toronto or New York stock exchanges, (b) more that 50% of	the Shares become held by any person or group of associated persons acting	together or jointly and in concert, or (c) the Company becomes a subsidiary	of another corporation; or   7.
any occurrence pursuant	to which individuals who were the incumbent Directors on as of the effective	date of this Plan cease for any reason to constitute at least two-thirds of	the Company'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 Company's Board 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 the Company and an employee of the	Company 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.       1.3.7"Committee"	means the Human Resources Committee of the Board or such other committee of	the Board as may be designated by the Board.
	3

	 
  1.3.8
"Common	Shares" or "Shares" means the common shares of the Company	whether presently or hereafter issued, and any other shares or security	resulting from adjustment thereof as described hereinafter, or the common	shares of any successor to the Company which is designated for the purpose	of the Plan.      1.3.9
"Disability"	means the complete permanent inability of a Participant to perform all of	his duties under the terms of his employment with the Company as determined	by the Plan Administrator upon the basis of such evidence, including	independent medical reports and data as the Committee deems appropriate or	necessary.       1.3.10"Deferred	Share Unit" or "DSU" means a deferred share unit granted under	the EDSUP.       1.3.11
"Election"	means the irrevocable election in writing made by a Participant to cancel	some or all of the RSUs in the Participant's RSU Account on a particular	Vesting Date in exchange for an equity-related investment in the Company.      1.3.12
"Executive	Deferred Share Unit Plan" or "EDSUP" means the Alcan Deferred	Share Unit Plan for Executives who are fiscal residents of Canada, as	amended by the Board from time to time.      1.3.13
"Fair	Market Value" on a particular date shall mean the average of the closing	prices of the Common Shares on that date as reported on the New York Stock	Exchange over the 21 consecutive trading days preceding the particular date	in question.      1.3.14"Grant	Date" means the date as of which an Award is granted pursuant to the	Plan.      1.3.15"Participant"	means a person who satisfies the eligibility conditions of Section 3 and to	who an Award has been granted by the Committee under the Plan.      1.3.16
"Payment	Value" shall mean the value of RSUs under an Award on the Vesting Date,	which shall be calculated based on the Fair Market Value on the Vesting Date	multiplied by the number of RSUs held by the Participant on the Vesting	Date.       1.3.17"Performance	Conditions" shall mean those performance conditions, if any, applicable	to an Award as may be set by the Committee at the time of grant. 
4

 
  1.3.18
"Plan	Administrator" shall mean Alcan's Senior Vice President Human Resources	or other person occupying the position as the Company's senior Human	Resources officer.      1.3.19"Restricted	Share Unit" or "RSU" has the meaning described thereto in Section	4.      1.3.20
"Retirement"	means, in accordance with the best interests of the Participant:	i)	retirement in accordance with the provisions of those employee benefit plans	of the Company or any Subsidiary covering the Participant at the time of	retirement or at any time during which the Participant received an Award	which has not attained its Vesting Date, or ii) the placing of a terminated	Participant on non-active payroll of the Company or any Subsidiary to permit	such Participant to attain retirement age as defined in such employee	benefit plans, or iii) the departure of the Participant from the service of	the Company or any Subsidiary for a reason other than Cause, who at the time	of the Participant's termination of his employment contract, has attained A)	the retirement age provided in the Participant's employment contract, or B)	the age of 55 and where the sum of the Participant's age and continuous	years of service with the Company or any Subsidiary amounts to at least 65	years. For the purpose of this definition, Retirement includes the concept	of early retirement.      1.3.21
"RSU	Account" has the meaning ascribed thereto in Section 4.      1.3.22"Subsidiary"	means a company controlled, directly or indirectly, by Alcan.      1.3.23
"Termination	of Employment" means the occurrence of any act or event whether pursuant	to an employment agreement or otherwise that actually or effectively causes	or results in the person's ceasing, for whatever reason, to be an employee	of the Company or of any Subsidiary.  A Termination of Employment shall	occur with respect to an employee who is employed by a Subsidiary if the	Subsidiary shall cease to be a Subsidiary and the Participant shall not	immediately thereafter become an employee of the Company or another	Subsidiary.

With	respect to any person who is not an employee of the Company or a Subsidiary,	the Agreement shall establish what act or event shall constitute a	Termination of Employment for purposes of the Plan.        1.3.24
"Termination	Date" means the effective date of a Termination of Employment and for	the purposes of this Plan shall be the date specified by the Participant in	the notice to the Company or its Subsidiaries, or the date specified in the	notice received from the Company or its Subsidiaries.
5

 
  1.3.25
"Vesting	Date" means in respect of any Award of Restricted Share Units, the date	when the Award is fully vested, which shall be specified in the Award	Agreement but no later than the day that is the third anniversary of the	Grant Date.      1.3.26
"Vesting	Period" means in respect of any Award of Restricted Share Units, the	period of time from the Grant Date to the Vesting Date, both days inclusive.	    In	addition, certain other terms used herein have definitions given to them in	the first place in which they are used.    2.			CONSTRUCTION AND INTERPRETATION     2.1In the Plan, references to the masculine include the feminine and reference to the	singular shall include the plural and vice versa, as the context shall	require.     2.2The Plan shall be governed by and interpreted in accordance with the laws of the	Province of Quebec and the applicable laws in Canada.     2.3
If any	provision of the Plan or part thereof is determined to be void or	unenforceable in whole or in part, such determination shall not affect the	validity or enforceability of any other provision or part thereof, subject	to the ability of the Committee to carry out the intent of the Plan in	accordance with their reasonable interpretation of the remaining provisions.     2.4Headings wherever used herein are for reference purposes only and do not	limit or extend the meaning of the provisions herein contained.    3.ELIGIBILITY     
Except as herein provided, the persons who shall			be eligible to participate in the Plan and be granted Awards shall			be those persons who are employees, or contractors, suppliers,			consultants and other agents of the Company or any Subsidiary, who			shall be in a position, as determined by the Committee, to make			contributions to the long term financial success of the Company.

Eligibility to participate in the Plan shall not			confer a right to receive an Award. There shall be no automatic			entitlement to any grant of an Award.
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4.RSU	GRANTS AND RSU ACCOUNTS     4.1
The Committee shall have authority to grant Awards of Restricted	Share Units under the Plan at any time or from time to time.  Subject to the	Participant's satisfaction in full of any conditions, restrictions or	limitations imposed in accordance with the Plan or an Agreement (the terms	and provisions of which may differ from other Agreements) and subject to	Section 5 of the Plan, an Award of Restricted Share Units shall entitle the	Participant to be paid therefor on the Vesting Date, cash in an amount equal	to the Payment Value.  Payment shall be made as soon as reasonably	practicable following the Vesting Date and not later than the end of the	calendar year following the third anniversary of the Grant Date.     4.2
The effective date of a grant of an Award shall occur as of the	date determined by the Committee.  An Award shall be evidenced by, and	subject to the terms of, an Agreement, which shall be executed by the	Participant.     4.3Restricted Share Units shall be subject to such terms and	conditions as shall be determined by the Committee, including the following:      4.3.1The grant price of a Restricted Share Unit on the Grant Date	shall be the Fair Market Value on the Grant Date.      4.3.2
The Vesting Period of each Restricted Share Unit shall be fixed	by the Committee.  Notwithstanding Section 11.4, the Committee may at any	time shorten the Vesting Period of all or part of any Award.     4.4The vesting of an Award may be subject to Performance Conditions	set by the Committee at the time of grant thereof and reflected in the Award	Agreement.     4.5An account, to be known as an "RSU Account", shall be maintained	by the Plan Administrator for each Award received by a Participant and such	account will be credited with grants of RSUs.     4.6
Whenever cash dividends are declared on the Common Shares,	equivalent additional RSUs will be credited to a Participant's RSU Account	and will vest at the same time and be subject to the same conditions as the	Award to which such additional RSUs relate.  The number of additional RSUs	will be calculated by dividing the aggregate amount of dividends that would	have been declared and paid to the Participant if the RSUs in the	Participant's RSU Account had been Common Shares by the Fair Market Value of	a Common Share on the date on which dividends were declared on the Common	Shares multiplied by the amount of RSUs in the Participant's RSU Account on	the date dividends are declared.  The RSUs in the RSU Account will be	tabulated and rounded to six decimal places.
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 4.7In the event of any stock dividend, stock split, combination or	exchange of shares, merger, consolidation, spin-off or other distribution	(other than normal cash dividends) of the Company's assets to shareholders,	or any other changes affecting the Common Shares, proportionate adjustments	to reflect such change or changes shall be made with respect to the number	of RSUs outstanding under the Plan, as determined by the Committee on an	equitable basis.     5.ELECTION     5.1
The Committee shall have the authority to allow Canadian Participants who file	an Election in accordance with the EDSUP to exchange, subject to Section	5.3, some or all RSUs into DSUs and to receive further DSUs as a Company	incentive to encourage the Participants to commit to an equity‐related	investment in the Company.

The	Committee shall also have the authority to establish an alternative	equity‐related investment in the Company, if permitted by law, that will	allow Participants located in countries other than Canada to file an	Election to exchange, subject to Section 5.3, some or all RSUs into such	equity-related investment in the Company and receive a Company incentive to	encourage the Participants to commit to such exchange. These Participants	shall refer to the Appendices  to this Plan that may be adopted from time to	time for a description of the equity-related investments in the Company	available to them according to their country of residence.

The	Participant who is a contractor, supplier, consultant or an agent of the	Company or any Subsidiary is not entitled to exchange the Restricted Share	Units for DSUs or another equity-related investment in the Company.     5.2
To be	effective in respect of an Award, an Election must be filed by the	Participant with the Company prior to the Vesting Date of such Award, as	required by applicable law and as specified in the Award, and may cover some	or all of the Restricted Share Units covered by the Award. Once filed, an	Election cannot be revoked by the Participant.     5.3
If a Participant			files an Election, provided that the Participant has not	incurred a Termination of Employment on or before the Vesting Date or the	date that would be the Vesting Date as provided in Section 7.1, the RSUs	specified in the Election that would otherwise vest on the Vesting Date will	be cancelled and the Participant will receive the equivalent value of RSUs	either in DSUs together with such further DSUs or another equity-related	investment in the Company together with a Company incentive that may have	been determined to be available by the Committee in accordance with Section	5.1. DSUs will be granted under the EDSUP and will be subject to the terms	of the EDSUP governing DSUs.

If a	Participant does not file an Election, the RSUs in the RSU Account will be	paid to the Participant in accordance with Section 4.1.
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6.TERMINATION OF EMPLOYMENT     6.1Termination by Reason of Death or Disability.
Unless otherwise provided in an Agreement or determined by the Committee, if	a Participant incurs a Termination of Employment by reason of death or	Disability, the Vesting Date for all Restricted Share Units under an Award	shall become the date of death or Disability.  The RSUs in the RSU Account	will be paid in accordance with Section 4.1.     6.2Termination by Reason of Retirement.
Unless	otherwise provided in an Agreement or determined by the Committee, if a	Participant incurs a Termination of Employment by reason of Retirement, all	Restricted Share Units under an Award shall continue in existence until the	scheduled Vesting Date.  The RSUs in the RSU Account will be paid in	accordance with Section 4.1.     6.3Termination by	Reason of Severance.
Unless otherwise provided in an Agreement or determined by the Committee, if	a Participant incurs a Termination of Employment due to a severance other	than for Cause, including as a result of the discontinuance, liquidation,	sale, transfer or otherwise by the Company or its Subsidiaries of a business	owned or operated by the Company or its Subsidiaries, the Vesting Date for	all Restricted Share Units under an Award shall become the date of the	severance. 	The RSUs	in the RSU Account will be paid in accordance with Section 4.1.     6.4Forfeiture of Restricted Share Units.
Unless otherwise provided in an Agreement or determined by the Committee, if	a Participant incurs a Termination of Employment that is (a) voluntary on	the part of the Participant (and is not due to Retirement), or (b) a	Termination of Employment for Cause or for any reason other than as set out	in Sections 6.1 to 6.3 above, all Restricted Share Units	under an	Award shall be	forfeited as of the Termination Date. 
9

 
 6.5Agents.
In the event a contractor,	supplier, consultant or other agent of the Company terminates his or her	services to the Company or otherwise ceases to act as an agent of the	Company, the terms and conditions set out in the Award Agreement shall	govern such situation, but in no case will this Award Agreement permit a	payment that would be in contradiction of the three year mandatory payout	period described in Section 4.1.    7.CHANGE OF			CONTROL EVENT     
Upon the occurrence of a	Change of Control Event, all RSUs shall become immediately vested and the	date of the Change of Control Event shall become the Vesting Date.  The RSUs	in the RSU Account will be paid in accordance with Section 4.1 and the	payment will be made within 30 days following the date of the Change of	Control Event.    8.BENEFICIARY DESIGNATION     8.1Designation of Beneficiary.
Each Participant may advise the Company in a written designation, on a	prescribed form, the name of the beneficiary who shall be entitled to	receive a payout, if any, with respect to an Award upon his death (Appendix	B). The Participant may advise the Company of any change in any such	information (Appendix C). 

In the event that there shall be no designation of beneficiary made, any	amounts to be paid to the Participant's beneficiary shall be paid to the	Participant's estate.     8.2Death	of Beneficiary.
In the event that the beneficiary predeceases the Participant, any amounts	that would have been paid to the Participant or the Participant's	beneficiary under the Plan shall be paid to the Participant's estate.    9.CURRENCY     All	references in the Plan to cash payments refer to payments in lawful U.S.	currency, or such other currency as otherwise determined at the time of	payment.
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10.SHAREHOLDER RIGHTS     RSUs are not shares and will not entitle a Participant to any shareholder rights,	including without limitation, voting rights, dividend entitlement (except as	described in Section 4.6) or rights on liquidation.    11.ADMINISTRATION     11.1
Unless	otherwise determined by the Committee, the Plan shall remain an unfunded	obligation of the Company and its Subsidiaries.  If the Committee determines	that the Plan shall be funded, a Subsidiary may elect not to fund its	obligations.       11.2
Payments required to be made to a Participant in respect of Restricted Share	Units granted in connection with services, employment or otherwise, provided	by a Participant to a Subsidiary shall be paid by such Subsidiary.  In the	event that a Participant transfers from one Subsidiary to another during the	Vesting Period of any Award, the Payment Value of such Award shall be paid	to the Participant by the latter Subsidiary on the Vesting Date. 	     11.3Any	required taxes in respect of benefits under the Plan shall be paid by the	Participant.     11.4
The Plan or any outstanding Awards may be amended or terminated at any time by	the Committee.  However, no such amendment or termination will impair a	Participant's rights under an Award previously granted under the Plan except	with the Participant's written consent or to comply with applicable laws. 	     11.5
The Committee shall have full authority, but not limited to, interpret the Plan,	adopt, amend and rescind rules for the administration of the Plan, determine	the size and frequency of Awards, set the terms and conditions of each Award	and make all other decisions and determinations deemed necessary or	advisable for the administration of the Plan. As permitted by law, the	Committee may delegate its authority and responsibilities to the Plan	Administrator.     11.6
The exchange of RSUs into DSUs at the Vesting Date in accordance with Section 5	may not be offered to Participants located in countries other than Canada	due to tax laws, securities regulations or other rules. Appendices may be	added from time to time to provide a description of the equity-related	investments in the Company made available to such Participants together with	the Company incentives. These Appendices are an integral part of the Plan	once approved by the Committee.
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APPENDIX A  AlcanInc.SEPTEMBER 2006 RESTRICTED SHARE UNIT AWARD
 

** **
**Employee Name**
**Number of RSUs Granted:**
** **
** **
**Grant Date:**
** **September 20, 2006
** **

Alcan Inc.	is pleased to grant you this Award of Restricted Share Units in respect of	your services to Alcan Inc. ("Company") or a Subsidiary of the Company.  
**I.****Vesting of Restricted Share Units**    
Subject to theterms and conditions of this letter and the Alcan Restricted Share Unit Plandated September 20, 2006 ("Plan"), your Award of Restricted Share Units vestsand becomes payable on September 19, 2009 ("Vesting Date").     **II.****Payment		Upon Vesting**     1.
Subject to the terms and conditions of the Plan and paragraphs 2 and 3 below, onthe Vesting Date you will be entitled to receive cash in an amount equal to thePayment Value of the RSUs awarded using the Fair Market Value of one AlcanCommon Share over the 21 trading days prior to the Vesting Date.  The PaymentValue shall be calculated in U.S. dollars using the following formula:       
The		Fair Market Value1		of one Alcan Common Share over the 21 trading days immediately preceding		the Vesting Date
x
The number of		Restricted Share Units held in your		RSU Account on the Vesting Date     2.
Whenever cash dividends are declared on Common Shares, additional RSUs will becredited to your RSU Account.  The number of additional RSUs will be calculatedby dividing the aggregate amount of dividends declared by the Fair Market Valueof a Common Share on the date on which dividends are declared on Common Sharesmultiplied by the amount of RSUs in your RSU Account on the date dividends aredeclared.                1  Fair Market Value is determined using the closing price of Common Shares		as reported on the New York Stock Exchange.
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 		3.
Payment ofthe RSUs in your RSU Account will be made to you as soon as reasonablypracticable following the Vesting Date.  Provided that there is no interruptionin your service during the Vesting Period, the obligation to make payment willbe that of the Alcan Group entity that employs you on the Vesting Date.   **III.****Additional Company Incentive**   On the VestingDate, you will be entitled to receive a Company incentive if you elect toexchange some or all your RSUs in your RSU Account into an equity-relatedinvestment in the Company in accordance with the following procedure("Election").     		1.Subject to a favourable tax ruling, if you area **Canadian Participant**, you will be allowed to irrevocably elect tocancel some or all of the RSUs in your RSU Account in exchange for the right toreceive the same number of Deferred Share Units ("DSUs") under the ExecutiveDeferred Share Unit Plan ("EDSUP") together with a Company incentive  in theform of further DSUs in the amount of 20% of the value of the RSUs that you will		exchange.    2.If you area **Participant in a country other than Canada**, you may be allowed toirrevocably elect to cancel some or all of the RSUs in your RSU Account inexchange for the right to receive the same value in an alternativeequity-related investment in the Company together with a Company incentive, ifany, for an amount of 20% of the value of the RSUs that you will exchange. Ifyou are a resident in a country other than Canada, see the Appendices of thePlan for a description of the Company incentives available to you that may beadopted from time to time.    3.To make anElection in respect of a particular Award, eligible Participants must notify theCompany at least 12 months prior to the Vesting Date. Eligibility will bedetermined on the basis of your employment as of the date you are required tomake the Election. If you do not provide an Election, the value of your RSUswill be paid in cash on the Vesting Date. You will not be entitled to receive acash payment on the Vesting Date with respect to any RSUs that have beencancelled in accordance with an Election.   **IV.****Governing Laws**    This Award and all related matters shall be governed by and interpreted inaccordance with the laws of the Province of Quebec and the applicable laws ofCanada.     **V.****Acknowledgement**    I have reviewedthe provisions of this Award and the conditions under which it is made; Ifurther acknowledge that this Award is subject to all terms and conditions ofthe Plan as it may be amended in accordance with the terms thereof from time totime; and that there are no arrangements of any sort, employment or otherwise,outside the strict terms of the Plan and this Award that may affect this Award;Defined words in the Plan shall have the same meaning when used herein.  Iconfirm my acceptance of the Award under these provisions and conditions byclicking the "Accept" button below; this will in turn provide acceptance to thisRestricted Share Unit Award. My RSU Account will be administered by Solium.
13
    September 20, 2006 
Plan Administrator  
Please printout and retain a copy of this Award Agreement for your records.

****14
APPENDIX B
 
ALCAN INC.RESTRICTED SHARE UNIT PLAN Beneficiary Designation Form
 

I,_______________________________, being a Participant of the Restricted ShareUnit Plan (RSU Plan), hereby designate the following person as my Beneficiaryfor purposes of the RSU Plan and acknowledge that said person is:

 

**Name:**
  
		Address:
   
   
   
  
 

Under the terms of the RSUPlan, I reserve the right to revoke this designation and to designate anotherperson as my Beneficiary.

 

**Signature:**
  
		Employee Number:
  
		Date:
  
****15
APPENDIX CALCAN INC.RESTRICTED SHARE UNIT PLANChange of Beneficiary Form
 

I,_______________________________, being a Participant of the Restricted ShareUnit Plan (RSU Plan), hereby revoke the designation of______________________________ as my Beneficiary for purposes of the RSU Planand designate instead:

 

**Name:**
  
		Address:
   
   
   
  
 

Under the terms of the RSUPlan, I reserve the right to revoke this designation and to designate anotherperson as my Beneficiary.

 

**Signature:**
  
		Employee Number:
  
		Date:
  
 

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