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EXHIBIT NO. 99.2:   ALCAN INC. 2001 DEFERRED SHARE UNIT PLAN FOR NON-EXECUTIVE
                    DIRECTORS.








                                   ALCAN INC.

                         2001 DEFERRED SHARE UNIT PLAN

                                      FOR

                            NON-EXECUTIVE DIRECTORS







                     ADOPTED WITH EFFECT FROM 1 APRIL 2001


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1.    PURPOSE AND DEFINITIONS

      1.1  Purpose

      The purpose of this Plan is to enhance the Company's ability to attract
      and retain talented individuals to serve as members of the Board of
      Directors of the Company and to promote a greater alignment of interests
      between Members and the shareholders of the Company.

      1.2  Definitions

           Unless the context indicates otherwise, the following terms have the
           following meanings:

           (a)  "Account" means a book account maintained by the Company
                reflecting the Units credited to each Member pursuant to Article
                4.1.

           (b)  "Average Share Price" means the average of the closing sale
                prices for board lots for the Shares on The Toronto Stock
                Exchange and for record lots for the Shares as reported on the
                New York Stock Exchange - Consolidated Trading, on each day
                during the last five trading days prior to the date on which
                Units are awarded with respect to a Quarter pursuant to Articles
                4.1.1 and 4.1.2, the dividend declaration date (pursuant to
                Article 4.1.3) or the redemption date (pursuant to Articles 4.2,
                4.3 and 4.4, as applicable), any currency conversion being made
                at the Bank of Canada noon rate of exchange on the relevant day.

           (c)  "Board" means the board of directors of the Company.

           (d)  "Committee" means any committee of the Board and any successor
                committee (and includes the Personnel Committee).

           (e)  "Company" means Alcan Inc. and any successor corporation whether
                by amalgamation, merger or otherwise.

           (f)  "Director" means a director of the Company.

           (g)  "Employee" means an employee (otherwise than in the capacity of
                a director) of the Company or of any company in which the
                Company holds more than fifty percent of the outstanding voting
                shares.

           (h)  "Director's Annual Remuneration" means all amounts payable to a
                Non-Executive Director by the Company in respect of the services
                provided to the Company by the Non-Executive Director in a
                calendar year.

           (i)  "Member" means an individual who joins the Plan in accordance
                with Article 3.

           (j)  "Non-Executive Director" means a Director of the Company who is
                not an Employee.

           (k)  "Personnel Committee" means the Personnel Committee of the Board
                and any successor committee.

           (l)  "Plan" means this Alcan Inc. 2001 Deferred Share Unit Plan for
                Non-Executive Directors, as amended by the Board from time to
                time.

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           (m)  "Quarter" means a period of three consecutive calendar months
                commencing on the first day of the months of January, April,
                July or October, as the case may be.

           (n)  "Retirement Date" means the date on which a Member ceases to be
                a Director (subject to Article 4.5).

           (o)  "Secretary" means the Secretary of the Company.

           (p)  "Share" means a common share of the Company.

           (q)  "Spouse" means the person, who, on the day preceding the death
                of a Member, is the person who has been designated in accordance
                with Article 5.1 of the Plan and who is legally married to the
                Member or, in the event the Member is not married, the person
                who qualifies as a spouse under the laws applying to the Plan.

           (r)  "Unit" means a unit of measurement for record-keeping purposes
                under the Plan, and shall include fractional units.

2.    CONSTRUCTION AND INTERPRETATION

      2.1  The effective date of the Plan shall be 1 April, 2001.

      2.2  The Plan shall be governed and interpreted in accordance with the
           laws of the Province of Quebec and the applicable laws of Canada.

      2.3  If any provision of the Plan is determined to be void or
           unenforceable in whole or in part, such determination shall not
           affect the validity or enforcement of any other provision or part
           thereof.

      2.4  Headings are for reference purposes only and do not limit or extend
           the meaning of the provisions of the Plan.

      2.5  References to the masculine include the feminine; references to the
           singular shall include the plural and vice versa.

3.    ELIGIBILITY MEMBERSHIP AND RETIREMENT

      3.1  Every person who is a Non-Executive Director on 1 April, 2001 shall
           be eligible to become a Member as of that date.

      3.2  Every person who becomes a Non-Executive Director after 1 April, 2001
           shall be eligible to become a Member as of the date he becomes such a
           Director.

      3.3  Upon becoming eligible to become a Member, the Director shall signify
           his intention of becoming a Member by signing a form prescribed for
           this purpose and delivering it to the Secretary. Membership in the
           Plan becomes effective upon receipt by the Secretary of such duly
           executed prescribed form.

      3.4  Subject to Article 4.5, a Member shall be deemed to retire on the
           date he ceases to be a Director.


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      3.5  Nothing herein shall be deemed to give any Member the right to
           be retained as a Director of the Company.

4.    BENEFITS

      4.1  Calculation of Benefits

           4.1.1     Annual Compensation of Non-Executive Directors

                     Effective 1 April, 2001, each Member will receive his
                     Director's Annual Remuneration payable quarterly for the
                     Quarter commencing 1 April, 2001 and for each subsequent
                     Quarter as follows:

                     (a)  50% in Units; and

                     (b)  50% in Units or cash, as elected by the Member
                          pursuant to Article 4.1.2

                     Notwithstanding the provisions set out above in this
                     Article 4.1.1, the Personnel Committee shall have the
                     right, in its sole discretion, to require payment of a
                     Member's Director's Annual Remuneration solely in cash or
                     Units or a combination of cash and Units as determined by
                     the Personnel Committee.

                     Units granted to a Member pursuant to this Article 4.1.1 or
                     Article 4.1.2 shall be credited to the Member's Account on
                     the first day following the end of every applicable
                     Quarter. The portion of Director's Annual Remuneration
                     payable in cash in respect of a Quarter pursuant to this
                     Article 4.1.1 shall be paid as soon as practicable after
                     the last day of the applicable Quarter.

                     The number of Units (including fractional Units) to be
                     credited on each of the dates prescribed in this Article
                     4.1.1 shall be determined by dividing the amount of the
                     Director's Annual Remuneration to be satisfied by Units on
                     such date by the Average Share Price on such date.

                     Any currency conversion required for the purposes of this
                     Article 4.1 shall be made at the Bank of Canada noon rate
                     of exchange on the relevant day.

           4.1.2     Election to Receive Units

                     To elect a form or forms of payment of Director's Annual
                     Remuneration pursuant to Article 4.1.1(b) for the year in
                     which this Plan becomes effective, the Member shall
                     complete and deliver to the Secretary an initial written
                     election by no later than 15 business days before the last
                     day of the Quarter commencing on or immediately after the
                     effective date of this Plan, respecting the Director's
                     Annual Remuneration payable for such Quarter and the
                     remaining Quarters for that year. To elect a change in the
                     form of payment of Director's Annual Remuneration for
                     subsequent years, the Member shall complete and deliver to
                     the Secretary a new written election by no later than the
                     last business day of the year preceding the first year in
                     which the Director's Annual Remuneration to which such
                     election applies becomes payable. The Member's election
                     under this Article 4.1.2 should be in a form prescribed by
                     the Personnel Committee and shall designate the percentage
                     of his Director's Annual Remuneration that is (i) to be
                     satisfied by Units, and (ii) to be paid in cash, such
                     designation to be in whole percentages only.


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                    In the absence of a new election made in accordance with
                    this Article 4.1.2, the Member's election for the latest
                    year with respect to the percentage of the Director's Annual
                    Remuneration that is to be satisfied by Units and paid in
                    cash shall continue to apply to all subsequent Director's
                    Annual Remuneration payments payable pursuant to the Plan
                    until the Member submits another written election in
                    accordance with this Article 4.1.2. An election shall be
                    irrevocable for the year commencing immediately following
                    the date of the election and for any subsequent year unless
                    the Member makes a new election in accordance with this
                    Article 4.1.2 by the last business day of the year
                    immediately prior to the year in respect of which the new
                    election is intended to apply.

                    If no election is made, and no prior election remains
                    effective, or if the Member does not make an initial
                    election in accordance with this Article 4.1.2, the Member
                    shall be deemed to have elected the Director's Annual
                    Remuneration payable to him pursuant to Article 4.1.1(b) to
                    be paid in cash.

          4.1.3     Dividends

                    In respect of every cash dividend declared on the Shares,
                    each Member's Account will be credited with an additional
                    number of Units, determined as follows:

                               Units held in each respective Account
                                   on dividend declaration date
                                          multiplied by
                      a dollar amount equal to the dividend declared per Share
                                           divided by
                                    the Average Share Price.

                    The credit of such additional Units shall be made on the
                    dividend declaration date.

          4.1.4     Certain Adjustments

                    In the event of a reorganization, recapitalization,
                    reclassification, stock split, stock dividend, combination
                    of shares, merger, amalgamation or consolidation, or the
                    sale, conveyance, lease or other transfer by the Company of
                    all or substantially all of the assets of the Company,
                    pursuant to any of which such events the then outstanding
                    Shares are split or combined or changed into, become
                    exchangeable at the holder's election for, or entitle the
                    holder thereof to, other shares of stock, or any similar
                    change in the Shares or other similar event, each Member's
                    Account shall be adjusted in an equitable manner to reflect
                    such change or other event. Such adjustment shall be made by
                    the Personnel Committee and shall be conclusive and binding
                    for all purposes of the Plan. Except as provided for in this
                    Article, Members shall have no other rights as a result of
                    any change in the Shares or of any other event.

                    For greater certainty, no amount will be paid to, or in
                    respect of, a Member under the Plan or pursuant to any other
                    arrangement, and no additional Units will be granted to such
                    Member to compensate for a downward fluctuation in the price
                    of Shares, nor will any other form of benefit be conferred
                    upon, or in respect of, a Member for such purpose.

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     4.2  Payment of Benefits on Retirement

          4.2.1     On a Member's Retirement Date, the Member will be able to
                    redeem the Units credited to his Account by filing a written
                    notice of redemption with the Secretary, specifying a
                    redemption date of at least 5 business days from the
                    delivery of the said notice to the Company but no later that
                    15 December of the first calendar year commencing after the
                    Director's Retirement Date. The Units credited to such
                    Member's Account will then be multiplied by the Average
                    Share Price on such redemption date. In any event, the
                    payment of the Member's benefits under the Plan will take
                    place no later than 31 December of the first calendar year
                    commencing after the Director's Retirement Date.

                    If a Member fails to advise the Company of his selection of
                    a redemption date within the above-mentioned period, the
                    redemption date shall be considered to be 15 December of the
                    first calendar year commencing after the Director's
                    Retirement Date.

          4.2.2     The value of the redeemed Units shall be paid by the Company
                    to the Member as soon as possible after the determination of
                    the redemption date and the deduction of appropriate taxes
                    and other required withholdings (if any), at the Member's
                    option, in either:

                         (a)  cash,

                         (b)  Shares, or

                         (c)  a combination thereof.

                    In the case of a payment in Shares, the Company will
                    purchase the Shares on the open market, through a broker, on
                    behalf of the Member. If, after the broker applies the value
                    of a Member's Units to the purchase of whole Shares as
                    provided in this Article 4.2.2, an amount remains payable
                    under the Plan in respect of a Member, the Company shall pay
                    such amount in cash, net of applicable withholdings, to the
                    Member or the Member's spouse or legal representative, as
                    applicable.

     4.3  Benefits Before Retirement

          4.3.1     Death

                    In the event of death of a Member prior to the Retirement
                    Date, the Spouse of such Member, or where there is no
                    surviving Spouse, the Member's legal representative, shall
                    be able to redeem the Units credited to the Member's Account
                    by filing a written notice of redemption with the Secretary,
                    specifying a redemption date of at least 5 business days
                    from the delivery of the said notice to the Company but no
                    later than 15 December of the first calendar year commencing
                    after the death of the Member. The same conditions of
                    payment will then apply to the Spouse (or the Member's legal
                    representative, as the case may be) as they would have
                    applied to the Member had he retired on that date.


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     4.4  Death After Retirement

          In the event that a Member dies after the Retirement Date, the Spouse
          of such Member, or where there is no surviving Spouse the Member's
          legal representative, shall, provided the Member had not already done
          so, be able to redeem the Units credited to the Member's Account by
          filing a written notice of redemption with the Secretary, specifying a
          redemption date of at least 5 business days from the delivery of the
          said notice to the Company but no later than 15 December of the first
          calendar year commencing after the death of the Member. The same
          conditions of payment will then apply to the Spouse (or the Member's
          legal representative, as the case may be) as they would have applied
          to the Member.

     4.5  Suspension of Benefits upon becoming an Employee

          4.5.1     Director becoming an Employee

                    If a Member becomes an Employee but continues to be a
                    Director, his membership in the Plan shall be suspended
                    effective the date of the commencement of his employment and
                    shall resume upon termination of such employment.

                    If prior to the termination of his employment, such Employee
                    Director ceases to be a Director, such Member will be deemed
                    to retire on the date he ceases to be an Employee.

     4.6  Taxes

          All benefits paid under the Plan or in respect of a Member who is not
          a resident of Canada to the extent attributable to services performed
          in Canada are subject to applicable tax legislation.

     4.7  Currency

          4.7.1     Unless Article 4.7.2 applies, all benefits under the Plan
                    shall be determined in the same currency as the Director's
                    Annual Remuneration.

          4.7.2     A Member or his Spouse, or where there is no surviving
                    Spouse the Member's legal representative, may request the
                    Company to pay his benefits in a currency other than the
                    designated currency under Article 4.7.1, in which event the
                    currency conversion shall be made at the Bank of Canada noon
                    rate of exchange on the day preceding the date of payment.

5.   BENEFICIARIES AND CLAIMS FOR BENEFITS

     5.1  Every Member, upon becoming a Member, shall advise the Secretary in
          writing of the name and address of his Spouse on a prescribed form.
          Every Member shall advise the Company of any change in such
          information.

     5.2  In the event of death of a Member and provided that there is a
          surviving Spouse, the benefits under the Plan shall only be paid to
          the Spouse of such Member as named on the latest filing on the
          prescribed form which has been delivered to the Secretary. Where there
          is no surviving Spouse, the benefits under the Plan shall be paid to
          the Member's legal representative pursuant to Articles 4.3 and 4.4.


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6.    ADMINISTRATION

      6.1  Unless otherwise determined by the Board, the Plan shall remain an
           unfunded obligation of the Company and all benefits payable to or in
           respect of Members under the Plan represent merely unfunded,
           unsecured promises of the Company to pay a sum of money to the
           Members in the future.

      6.2  The Plan shall be administered by the Personnel Committee and any
           question regarding the proper administration of the Plan or the
           construction of any term of the Plan shall be resolved by the
           Personnel Committee, in its sole discretion.

      6.3  The Plan may be amended or terminated at any time by the Board,
           except as to rights already accrued hereunder by the Members.
           Notwithstanding the foregoing, any amendment or termination of the
           Plan shall be such that the Plan continuously meets the requirements
           of paragraph 6801(d) of the regulations under the Income Tax Act
           (Canada) or any successor to such provision.

      6.4  For the purpose of the above Article 6.3, the accrued right in
           respect of a Member prior to his Retirement Date shall be a right to
           receive benefits in accordance with the terms of the Plan up to but
           excluding the date of the amendment or termination of the Plan.

      6.5  The Company shall keep accurate and detailed records of all
           transactions for all Accounts and provide quarterly benefit
           statements to Members.

      6.6  All expenses associated with the establishment, maintenance and
           termination of this Plan shall be borne by the Company.

7.    NON-ALIENATION

      7.1  Except as provided for herein, no transfer by a Member of any right
           to any payment or benefit under the Plan, whether voluntary or
           involuntary, by operation of law or otherwise, and whether by means
           of alienation by anticipation, 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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