**EXHIBIT 10.18**

**CHANGE OF CONTROL AGREEMENT**

**A G R E E M E N T**

Agreement made as of the 1stday of August 2002, by and between Alcan Inc., a corporation incorporated underthe laws of Canada with its registered office at 1188 SherbrookeStreet West, Montreal, Québec, Canada H3A 3G2 (the "Corporation") and Travis Engen (the "Executive").

WITNESSETH:

                        WHEREAS,the Corporation and the Executive have entered into an Employment Agreement,dated 23rd February 2001 (the "Employment Agreement") whereby theExecutive has agreed to become the President and Chief Executive Officer of theCorporation;

                        WHEREAS,the Corporation believes that the establishment and maintenance of a sound andvital management of the Corporation is essential to the protection and enhancementof the interests of the Corporation and its shareholders; and 

                        WHEREAS,the Corporation also recognizes that the possibility of a Change of Control ofthe Corporation (as defined in Section 1 hereof), with the attendantuncertainties and risks, might result in the departure or distraction of keyemployees of the Corporation to the detriment of the Corporation and itsshareholders; and

                        WHEREAS,the Corporation has determined that it is appropriate to take steps to inducekey employees to remain with the Corporation, and to reinforce and encouragetheir continued attention and dedication, when faced with the possibility of aChange of Control of the Corporation.

                        NOW,THEREFORE, in consideration of the premises and mutual covenants hereincontained, the parties hereto hereby agree as follows:

1.         Change of Control shall mean any of the following:

1.1             the acquisition of direct or indirect beneficialownership (as determined under Rule 13d-3 promulgated under the United StatesSecurities Exchange Act of 1934), in the aggregate, of securities of theCorporation representing twenty percent (20%) or more of the total combinedvoting power of the Corporation's then issued and outstanding voting securitiesentitled to vote in the general election for directors, by any person or entityor group of associated persons or entities (within the meaning of Section13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934)acting jointly or in concert (other than its subsidiaries or any employee benefitplan of either) (a "Person"), provided that, if a buyback of shares by theCorporation causes the Person to attain such limit, such limit shall not bedeemed attained unless and until such Person acquires any such votingsecurities of the Corporation after the buyback that caused the level to beattained; 

 

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1.2       the amalgamation, merger,arrangement, reorganization or consolidation of the Corporation with a Person(including for the purposes of this Agreement any transaction or series oftransactions such as share exchange transaction with the same stated oreffective objective) other than:

(a)        an amalgamation, merger,arrangement, reorganization or consolidation which would result in the votingsecurities of the Corporation outstanding immediately prior thereto continuingto represent (either by remaining outstanding or by being converted into votingsecurities of the surviving or parent entity) two-thirds or more of thecombined voting power (based on normal issue voting) of the voting securitiesof the Corporation or such surviving or parent entity outstanding immediatelyafter such amalgamation, merger, arrangement, reorganization or consolidationin substantially the same proportion as immediately prior to such amalgamation,merger, arrangement, reorganization or consolidation, without there occurringas a result or in connection therewith any substantial change in thecomposition of the Corporation's Board; or

(b)        an amalgamation, merger,arrangement, reorganization or consolidation effected to implement arecapitalization of the Corporation (or similar transaction) in which no Personis or becomes the beneficial owner, directly or indirectly (as determined underRule 13-d-3 promulgated under the United States Securities Exchange Act of1934), of securities representing more than the amounts set forth in paragraph1.1 above;

1.3             the approval by shareholders of the Corporation of anyplan or proposal for the complete liquidation or dissolution of theCorporation;

1.4             the issuance by the Corporation of shares (of the sameor equivalent class as the principal class of publicly listed voted equityshares of the Corporation) in connection with an exchange offer acquisition(including, for the purposes of this Agreement, a series of connected exchangeoffer acquisitions), if such issuance results in the holders of theCorporation's principal class of publicly listed voting shares (immediatelyprior to the issuance) holding less than two-thirds of the total numberoutstanding (immediately following the issuance) and there occurs in connectiontherewith any substantial change in the composition of the Corporation's Board.

 

 

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1.5       thesale or other disposition of all or substantially all of the assets of theCorporation other than the sale or other disposition of all or substantiallyall of the assets of the Corporation either

(a)        toa person or persons who beneficially own, directly or indirectly, at leastfifty percent (50%) or more of the combined voting power (based on normal issuevoting) of the voting securities of the Corporation at the time of the sale; or

(b)        in a manner such thatafter such sale or other disposition the ultimate parent entity of the acquireris, directly or indirectly, owned (based on normal issue voting) at least fiftypercent (50%) by shareholders who immediately prior to such transaction ownedat least fifty percent (50%) of the voting power (based on normal issue voting)of the Corporation immediately prior to such transaction in materially the sameproportion as owned by such shareholders immediately prior to such transaction;

providedthat there does not occur in connection therewith any substantial change in thecomposition of the Corporation's Board.

1.6             the approval by the vote of the Corporation's holdersvoting shares of any amalgamation, merger, arrangement, reorganization orconsolidation in which the Corporation will not survive as a publicly-ownedcorporation or should the Corporation for any reason become a subsidiary (asdefined in the Canada Business Corporations Act) of any other corporation;

1.7             individuals who, as of the close of business on theeffective date of this Agreement, constitute the Board (the "IncumbentDirectors") cease for any reason to constitute at  least two-thirds of the Board; provided thatany person becoming a Director subsequent to the close of business on theeffective date of this Agreement, whose election or nomination for election wasapproved by a vote of at least two-thirds of the Incumbent Directors then onthe Board (either by a specific vote or by approval of the Management ProxyCircular of the Corporation in which such person is named a nominee forDirector, without objection to such nomination) shall be an Incumbent Director;provided, however, that no individual elected or nominated as a Director of theCorporation initially as a result of an actual or threatened proxy or electioncontest with respect to Directors, as a result of any other actual orthreatened solicitation of proxies or consents by or on behalf of any personother than the Board or as a result of or in connection with any amalgamation,merger, arrangement, reorganization, consolidation or share exchangeacquisition transaction by the Corporation with any Person, shall be deemed tobe an Incumbent Director;

Only the first Change of Control afterthe date hereof shall be deemed a Change of Control hereunder.

Notwithstanding the foregoing,should the Person referred to in paragraph 1.1 above include Mr. Martin Ebner or BZ Group Holding Limited, the reference to "twentypercent (20%)" in such paragraph shall be replaced with "thirty percent (30%)."

 

 

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2.     Term.  This agreement shall commence on the datehereof and shall expire, unless previously terminated as provided herein, onthe earliest of 

(i)         30April 2005; 

(ii)        thedate of the Executive's death or termination as a result of Disability, asdefined below; 

(iii)       subjectto Section 3 hereof, the date of the retirement or other termination of theExecutive's employment (voluntarily or involuntarily) with the Corporationprior to a Change of Control; or 

(iv)       if prior to a Change ofControl, the entity for which the Executive is then working ceases to be aSubsidiary, as defined in Section 8 hereof, of Corporation.  

Notwithstandinganything in this Agreement to the contrary, if the Corporation becomesobligated to make any payment to the Executive pursuant to the terms hereof ator prior to the expiration of this Agreement, then this Agreement shall remainin effect for such purposes until all of the Corporation's obligationshereunder are fulfilled. Further, the provisions of paragraph 9.1 hereundershall survive and remain in effect notwithstanding the termination of thisAgreement, the termination of the Executive's employment or any breach orrepudiation of alleged breach or repudiation by the Corporation of thisAgreement or any one or more of his terms.

Disability shallhave the meaning ascribed to such term in the Corporation's long termdisability plan in which the Executive participates.  A termination for Disability shall be deemedto occur when the Executive is terminated by the Corporation by written noticeafter the disability is established and the Executive remains disabled.

3.         Termination Following Change ofControl.

3.1       If,and only if, a Change of Control occurs and one of the following occurs : (i)  the Executive's employment with theCorporation is terminated by the Corporation without Cause other than forDisability, or (ii)  by the Executive forGood Reason, during the period running from the date of the Change of Controlto twelve (12) months after the date of such Change of Control, then theExecutive shall be entitled to the amounts provided in Section 4 upon suchtermination.

In addition, notwithstanding the foregoing, in the event the Executiveis either terminated without Cause or terminates employment for Good Reason(based on an event occurring within three (3) months prior the occurrence of aChange of Control) within three (3) months prior the occurrence of a Change ofControl, such termination shall, upon the occurrence of a Change of Control, bedeemed to be covered under the Agreement and the Executive shall be entitled tothe amounts provided under Section 4 hereof reduced by any amounts otherwisereceived in connection with his termination of employment. 

3.2       As used in thisAgreement, termination for Good Reason shall mean a termination by theExecutive within ninety (90) days after the occurrence of the Good Reasonevent, failing which such event shall not constitute Good Reason under thisAgreement. For purposes of this Agreement, "Good Reason" shall mean theoccurrence or failure to cause the occurrence of any of the following eventswithout the Executive's express written consent:

 

 

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(i)         anymaterial diminution in the Executive's duties and responsibilities, authority(except in each case in connection with the termination of the Executive'semployment for Cause or as a result of the Executive's death, or temporarily asa result of the Executive's illness or other absence,);

(ii)        a reduction inthe Executive's annual base salary rate;

(iii)       arelocation of the Executive's principal business location to an area outsidethe country of the Executive's principal business location at the time of theChange of Control;

(iv)       a failure by theCorporation after a Change of Control to continue any annual ExecutivePerformance Award Plan, program or arrangement in which the Executive is thenentitled to participate (the "Bonus Plans"), provided that any such plan(s) maybe modified at the Corporation's discretion from time to time but shall bedeemed terminated if (x) any such plan does not remain substantially in theform in effect prior to such modification and (y) if plans providing theExecutive with substantially similar benefits are not substituted therefor("Substitute Plans"), or a failure by the Corporation to continue the Executiveas a participant in the Bonus Plans and Substitute Plans on at least the samebasis as to potential amount of the bonus and the achievability thereof as theExecutive participated immediately prior to any change in such plans of awards,in accordance with the Bonus Plans and the Substitute Plans; 

(v)        a failure to permit theExecutive after the Change of Control to participate in cash or equity basedincentive plans and programs (i.e. the Corporation's Executive Deferred ShareUnit Plan, Non-Qualified Deferred Compensation Plan, Executive Share OptionPlan) other than Bonus Plans on a basis providing the Executive in theaggregate with an annualized award value in each fiscal year after the Changeof Control at least equal to the aggregate annualized award value beingprovided by the Corporation to the Executive under such incentive plans andprograms immediately prior to the Change of Control (with any awards intendednot to be repeated on an annual basis allocated over the years the awards areintended to cover);

(vi)       the failure by theCorporation to continue in effect any employee benefit program such as asaving, pension, excess pension, medical, dental, disability, accident, lifeinsurance plan or a relocation plan or policy or any other material plan,program, perquisite or policy of the Corporation intended to benefit theExecutive in which the Executive is participating at the time of a Change ofControl (or programs providing the Executive with at least substantiallysimilar benefits) other than as a result of the normal expiration of any suchemployee benefit program in accordance with its terms as in effect at the timeof a Change of Control, or taking of any action, or the failure to act, by theCorporation which would adversely affect the executive's continuedparticipation in any of such employee benefit programs on at least as favourable a basis to the Executive as is the case  on the date of a Change of Control; or whichwould materially reduce the Executive's benefits in the future under any ofsuch employee benefit programs or deprive him of any material benefit enjoyedby the Executive at the time of a Change of Control;

 

 

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(vii)      a material breach by theCorporation of any other written agreement with the Executive that remainsuncured for twenty-one (21) days after written notice of such breach is givento the Corporation;

(viii)      failure of anysuccessor (as defined in Section 10 herein) to assume in a writing delivered tothe Executive the obligations hereunder within twenty-one (21) days afterwritten notice by the Executive, or

3.3       As used in this Agreement, the term"Cause" shall mean

(i)         thefailure by the Executive to attempt to substantially perform his or her dutiesand responsibilities with regard to the Corporation or any affiliate (otherthan any such failure resulting from the Executive's incapacity due to physicalor mental illness of any such actual or anticipated failure by the Executivefor Good Reason, as defined in paragraph 3.2) after demand for substantialperformance is delivered by the Corporation that specifically identifies themanner in which the Corporation believes the Executive has failed to attempt tosubstantially perform his or her duties and responsibilities and a reasonabletime for the Executive to correct or remedy;

(ii)        thewillful engaging by the Executive in misconduct in connection with theCorporation or its business which is materially injurious to the Corporationmonetarily or otherwise (including but not limited to conduct which isprohibited by the provisions of Section 9.1 herein); or

(iii)       anymisappropriation or fraud with regard to the Corporation or any of the assetsof the Corporation (other than good faith expense account disputes).

For purposes ofthis paragraph, no act, or failure to act, on the Executive's part shall beconsidered "willful" unless done or omitted to be done, by him or her not ingood faith and without reasonable belief that his or her action or omission wasin the best interests of the Corporation. In the event that the Executivealleges that the failure to attempt to perform his or her duties andresponsibilities is due to a physical or mental illness, and thus not "Cause"under paragraph 3.3, the Executive shall be required to furnish the Corporationwith a written statement from a licensed physician who is reasonably acceptableto the Corporation which confirms the Executive's inability to attempt toperform due to such physical or mental illness. A termination for Cause after aChange of Control shall be based only on events occurring after such Change ofControl; provided, however, the foregoing limitation shall not apply to anevent constituting Cause which was not discovered by the Corporation prior to aChange of Control.

 

 

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4.         CompensationUpon Termination. 

4.1       Ifthe Executive's employment is terminated for Cause following a Change ofControl or upon the occurrence of a Change of Control in a manner described inparagraph 3.1 the Corporation shall :

(a)        payto the Date of Termination, the Executive's Base Salary, the prorated amount ofthe guideline award under the Corporation's Executive Performance Award Plan(EPA) and the cash value of any untaken and accrued vacations to the Date ofTermination.  The aggregate amount willbe paid within five (5) days of the Date of Termination;

(b)        accrueservice under the Corporation's pension plans to the Date of Termination;

(c)        maintain all otherbenefits and perquisites in which the Executive participates to the Date of Termination,but limited to the coverage in force under those benefit plans on the Date ofNotice of Termination; and

(d)      not grant any options topurchase shares under the Alcan Executive Share Option Plan to the Executivebetween the date of Notice of Termination and the actual Date of Termination.

4.2             In the event of Termination for Cause following aChange of Control, the Corporation's obligations to the Executive shall belimited to those under paragraph 4.1.

4.3       If the Executive'semployment is terminated after the first occurrence of a Change of Control in amanner described in paragraph 3.1 then, the Executive shall be entitled withoutregard to any contrary provisions of any benefit plan, to a severance pay,subject to the following paragraph, as provided below :

(a)        anamount equal to 36 times the Executive's monthly base salary on the Date ofTermination;

(b)        anamount equal to 36 times the monthly EPA guideline amount in force on the Dateof Termination; and

(c)        anamount equal to 36 times the monthly Mid-Term Incentive Program (MTIP)guideline amount in force on the Executive's Date of Termination.

If the Date ofTermination is before the Executive's declared retirement date, the severancepay shall be calculated using a number, in lieu of 36, equal to the number ofmonths remaining to such retirement date, in each of sub-paragraphs (a), (b)and (c) above.

The Executivemay, in writing, (in the Notice of Termination or otherwise) direct theCorporation that the severance pay pursuant to the paragraph 4.3 hereof shallbe paid, either :

(i)         ina lump sum payable within five (5) days of the Date of Termination where insuch case, all benefit plan coverage cease on such date, or

 

 

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(ii)        in 36 equal monthlyinstallments, (or for a period consistent with the Corporation's practices asapproved by the Personnel Committee of the Board) after having the Executivetransferred to the non-active payroll of the Corporation where in such case allbenefit plan coverage continue at the previous level for that same number ofmonths except coverage under the Corporation's short-term and long-termdisability plans, vacation program, eligibility in the Alcan Share Option Planand perquisite benefit (car, financial and tax counseling, club membership)which shall cease on Date of Termination.

Monthly installmentspaid on the non-active payroll shall be excluded in the calculation of pensionable earnings while the duration on the non-activepayroll shall be included as service for calculating years of service under theCorporation's pension plans.

4.4             Any loans owing by the Executive to the Corporationshall become due and payable as per the terms of the applicable loan agreement.

4.5       After the occurrence of aChange of Control, as defined in Section I, all options under the Corporation'sExecutive Share Option Plan shall become immediately exercisable and allwaiting periods and holding periods, as defined in such plan, shall be waived.

5.     Notice of Termination.  After a Change of Control, any purportedtermination of the Executive's employment (other than by reason of death) shallbe communicated by written Notice of Termination from one party hereto to theother party hereto in accordance with Section 13.  For purposes of this Agreement, a "Notice ofTermination" shall mean a notice which shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theExecutive's employment.  

6.     Date of Termination.  "Date of termination", with respect to anypurported termination of the Executive's employment after a Change of Control,shall mean the date specified in the Notice of Termination (which, in the caseof a termination by the Corporation, shall not be less than thirty (30) daysexcept in the case of a termination for Cause which shall be the date specifiedin the Notice of Termination and, in the case of a termination by the Executivefor Good Reason, shall not be earlier than twelve (12) months after the Changeof Control). In the event of Notice of Termination by the Corporation, the Executivemay treat such notice as having a date of termination at any date between thedate of the receipt of such notice and the date of termination indicated in theNotice of Termination by the Corporation; provided, that the Executive mustgive the Corporation written notice of the date of termination if he or shedeems it to have occurred prior to the date of termination indicated in thenotice.

7.    No Duty to Mitigate/Set-off.  The Corporation agrees that if theExecutive's employment with the Corporation is terminated pursuant to thisAgreement during the term of this Agreement, the Executive shall not berequired to seek other employment or to attempt in any way to reduce anyamounts payable to the Executive by the Corporation pursuant to this Agreement.Further, the amount of any payment or benefit provided for in this Agreementshall not be reduced by any compensation earned by the Executive or benefitprovided to the Executive as the result of employment by another employer orotherwise. Except as otherwise provided herein and apart from any disagreementbetween the Executive and the Corporation concerning interpretation of thisAgreement or any term or provision hereof, the Corporation's obligations tomake the payments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any circumstances, includingwithout limitation, any set-off, counterclaim, recoupment,defense or other right which the Corporation may have against the Executive.

 

 

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8.     Service with Subsidiaries or theCorporation.  For purposes of thisAgreement, employment by the Corporation or a Subsidiary of the Corporationshall be deemed to be employment by the Corporation and references to theCorporation shall include all such entities, except that the payment obligationhereunder shall be solely that of the Corporation. A Change of Control,however, as used in this Agreement, shall refer only to a Change of Control ofAlcan Inc.  For purposes of thisAgreement a "Subsidiary" shall mean any entity in which the Corporation owns,directly or indirectly, at least fifty percent (50%) of the outstandingsecurities entitled to vote for the election of directors.

9.         Confidentiality - No Non-Competition- No Resignation.

9.1       The Executive shall notat any time during the term of this Agreement, or thereafter, directly orindirectly, for any reason whatsoever, communicate or disclose to anyunauthorized person, firm or corporation, or use for the Executive's ownaccount, without the prior written consent of the Board, any proprietaryprocesses, trade secrets or other confidential data or information of theCorporation and its related and affiliated companies concerning theirbusinesses or affairs, accounts, products, services or customers, it being understood,however, that the obligations of this Section shall not apply to the extentthat the aforesaid maters (i) are disclosed incircumstances in which the Executive is legally required to do so, or (ii)become known to and available for use by the public other than by theExecutive's wrongful act or omission.

9.2       Upon the occurrence of aChange of Control, any non-competition agreement between the Corporation andthe Executive shall be considered null and void.

10.   Successors - Binding Agreement.  In addition to any obligations imposed by lawupon any successor to the Corporation, the Corporation will require anysuccessor (whether direct or indirect, by purchase, amalgamation, merger,arrangement, reorganization, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Corporation to expresslyassume and agree in writing to perform this Agreement in the same manner and tothe same extent that the Corporation would be required to perform it if no suchsuccession had taken place. This Agreement shall inure to the benefit of and beenforceable by the Executive's personal or legal representatives, executors,administrators, successors and heirs. If the Executive shall die aftertermination of his employment while any amount would still be payable to theExecutive hereunder if the Executive had continued to live, all such amounts,unless otherwise provided herein, shall be paid in accordance with the terms ofthis Agreement to the executors, personal representatives or administrators ofthe Executive's estate. This Agreement is personal to the Executive and neitherthis Agreement nor any rights hereunder may be assigned by the Executive.

 

 

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11.  Miscellaneous. No provisions of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing andsigned by the Executive and such officer as may be specifically designated bythe Board. No waiver by either party hereto at any time of any breach by theother party hereto of, or compliance with, any condition or provision shall bedeemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time. This Agreement and the Employment Agreementconstitute the entire agreement between the parties hereto pertaining to thesubject matter hereof. No agreements or representations, oral or otherwise,express or implied, with respect to the subject matter hereof have been made byeither party which are not expressly set forth in this Agreement or theEmployment Agreement. All references to any law shall be deemed also to referto any successor provisions to such laws.

12.   Counterparts.  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

13.   Notices.  Any notice or other communication required orpermitted hereunder shall be in writing and shall be delivered personally, orsent by registered mail, postage prepaid as follows:

            (i)         If to theCorporation, to:

                        AlcanInc.                        1188Sherbrooke Street West                        Montreal,Quebec                        H3A3G2

                        Attention:  Corporate Secretary

            (ii)        If to the Executive, to his last shownaddress                        on the books of the Corporation.

Any such noticeshall be deemed given when so delivered personally, or, if mailed, five daysafter the date of deposit in the Canadian mail. Any party may by notice givenin accordance with this Section to the other parties, designate another addressor person for receipt of notices hereunder.

14.   Severability.  If any provisions of this Agreement shall bedeclared to be invalid or unenforceable, in whole or in part, such invalidityor unenforceability shall not affect the remaining provisions hereof whichshall remain in full force and effect.

 

 

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15.   Legal Fees.  In the event the Corporation does not makethe payments due hereunder on a timely basis and the Executive collects anypart or all of the payments provided for hereunder or otherwise successfullyenforces the terms of this Agreement by or through a lawyer or lawyers, theCorporation shall pay all costs of such collection or enforcement, includingreasonable legal fees and other reasonable fees and expenses which theExecutive may incur. The Corporation shall pay to the Executive interest at theprime lending rate as announced from time to time by Royal Bank of Canada onall or any part of any amount to be paid to Executive hereunder that is notpaid when due. The prime rate for each calendar quarter shall be the prime ratein effect on the first day of the calendar quarter.

16.    Non-Exclusivity of rights.  Except as otherwise specifically providedtherein, (i) nothing in this Agreement shall preventor limit the Executive's continuing or future participation in any benefit, bonus,incentive, equity or other plan or program provided by the Corporation and forwhich the Executive may qualify, nor (ii) shall anything herein limit orotherwise prejudice such rights as the Executive may have under any othercurrently existing plan, agreement as to employment or severance fromemployment with the Corporation or statutory entitlements, provided, that tothe extent such amounts are paid under paragraph 4.2(a) hereof or otherwise,such amounts shall be offset against any amounts that the Executive is entitledto under any other program, plan, agreement or statute, including withoutlimitation the Employment Agreement. Amounts that are vested benefits or whichthe Executive is otherwise entitled to receive under any plan or program of theCorporation, at or subsequent to the date of termination shall be payable inaccordance with such plan or program, except as otherwise specifically providedherein or in the Employment Agreement.

17.    Not an Agreement of Employment.  This is not an agreement assuring employmentand the Corporation reserves the right to terminate the Executive's employmentat any time with or without cause, subject to the Employment Agreement and thepayment provisions hereof if such termination is after, or within three (3) monthsprior to, a Change of Control, as defined herein. The Executive acknowledgesthat he is aware that he shall have no claim against the Corporation hereunderor for deprivation of the right to receive the amounts hereunder as a result ofany termination that does not specifically satisfy the requirements hereof oras a result of any other action taken by the Corporation. The foregoing shallnot affect the Executive's rights under any other agreement with theCorporation.

18.   Governing Law.  This Agreement shall be construed,interpreted, and governed in accordance with the laws of the Province ofQuebec.

19.   English Language.  The parties hereto declare that they requirethat this Agreement and any related documents be drawn up and executed inEnglish.

 

 

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            Les parties déclarent qu'elles requièrent que cette convention ainsi quetous documents relatifs à cette convention soient rédigés et exécutés enanglais.

**IN WITNESS WHEREOF**, the Corporation has caused this Agreement to beduly executed and the Executive has hereunto set his hand as of the date firstset forth above.

                                                                                    

| ALCAN INC.                                                      |
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|                                                            |
| By:       _______________________ |
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| _______________________                                         |
| TravisEngen                                                     |