## Exhibit 10.2

                                                                                               	31 December 2001

# PERSONAL & CONFIDENTIAL

Mr. Richard B. Evans

Dear Dick:

I wish to confirm my	discussion with you pertaining to the position of Executive Vice President	of Alcan Inc. and a member of the Office of the President, effective on 1	January 2002.  You will report to me and you will be located in Montreal. 	This offer letter contains two sections.  The first deals with the on-going	annual compensation package while the second section deals with transfer and	relocation issues.

# Section 1

# Salary

Your base salary will be	US$575,000 per annum, effective 1 January 2002.  Your salary will be	reviewed annually on the basis of competitive US compensation data.  Your	job grade will be administered at 55 under Alcan's structure.

# Annual Bonus

You will participate in	Alcan's Executive Performance Award Plan (EPA) with a guideline bonus of 75%	of the mid-point salary (US $588,000).  Under the modified EPA program,	award payment will be related to the global performance of Alcan Inc. as	well as your own personal performance.

**Long Term Incentive	(Stock Option and Relative TSR Program)**

At this point in time, we	cannot provide you with all the specific details of the new Long Term	Incentive Program.  These should be available to you over the next few	months.

On the other hand we can	confirm that the combined target compensation value of the two Plans (Stock	Option and TSR Performance Plan) will be equal to approximately 

US $1,750,000 for 2002 with	half this value provided in stock options and the other half provided under	the new TSR Performance Plan.  The compensation value of 

US $1,750,000 will be	revised annually on the basis of competitive US compensation data.  The	Awards under both Plans are subject to approval by the Personnel Committee	of the Board.

1Pension Plan
We are currently reviewing thepension coverage of senior executives and may propose some modificationspertaining to the different top hat programs in existence.  Changes, if any,will be effective from 1 January 2002, but are not likely to be known before theend of the 1st Quarter 2002.

Thus, on an interim basis, from1 January 2002, you will continue to participate in your current pension plan,at the pensionable earnings level in existence on 31 December 2001.  As soon aswe complete the design of the executive top hat plan and its valuation, we willcommunicate the proposed changes.  We intend to have this work completed by theend of the 1st Quarter 2002.
Tax Equalization
While working in Canada, wewill provide you with a tax equalization payment to compensate for the taxdifferential between Canada and Cleveland (federal, state and local incometaxes).  The tax equalization will be applied to Base Salary, the EPA bonuspayment and payments under the TSR Performance Plan.  Recognizing that there arepotentially different tax treatments on TSR's and stock options in the US andCanada, the intent is that the net affect be tax neutral to you compared to theUS.  In order to achieve this result you will be tax equalized on any excesstaxes due from exercising TSR's in Canada offset by the savings, if any, ofexercising stock options during the same tax year.

With regards to the eventualincome tax payable on the 75,000 SPAUs granted to you in September 2001, we willprovide you with a tax equalization payment to compensate for the taxdifferential between Canada and Cleveland (Ohio), in the event that you have alarger Canadian tax liability than you would have had in the USA.  However,Alcan may through mutual agreement replace those SPAUs with stock options orother more tax effective compensation of equal gross value.  In such an eventthe tax equalization on the  SPAUs may not be required.

It is recognized that there isa potentially material adverse tax impact on your investment income (interest,dividends, capital gains, rental income, etc.) while a resident in Canada. Alcan will not tax equalize the differential taxes between Canada and the US oninvestment income, but will provide you with an annual compensatory payment ofUS$25,000 per year and a lump sum payment of US$10,000 to cover administrativecosts.
Pay Disbursement and Benefits
You will transfer to theCanadian payroll as a non-resident on 1 January 2002, until you become aresident on or about 1 April 2002.  Alcan Inc. (Montreal) will disburse allpayments and you will participate in all Employee Benefits and Flexperk Programsavailable to Canada-based employees, except that we will maintain yourparticipation in the Alcancorp Pension Plan (ACPP) and US Social SecurityPrograms.  The employee costs of these programs, if any, will be for youraccount.  Should you be required to contribute to the Quebec Pension Plan(Social Security) Alcan will reimburse you the annual contributions to thisplan.

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Even though you will be coveredby Quebec's Medicare Program and Alcan's Medical Plan, Alcan will provideadditional coverage under the Alcan Medical Plan for Expatriate employees to beused as payer of last resort in the event you or your wife wish to receivemedical treatment in the United States.

Other than the Deferred ShareUnit Program related to the annual bonus (EPA), there is no other deferralprogram available in Canada.
SECTION II
**Immigration Requirements**

You will be required to obtainthe proper work permit from the Canadian authorities.  Ms. Claire Mallette willwork with you to achieve this.
Relocation to Montreal
Your relocation to Montrealwill be administered under Alcan Inc's Relocation Policy.

You will receive a relocationallowance of US $30,000, net of taxes to cover incidental expenses related toyour move (refer to relocation policy).  The present arrangement on yourMontreal house will be maintained to the end of March 2002 .  Furthermore Alcanwill be responsible for the costs associated with the termination of your leasein Zurich.
Language Training Program
You and your wife areencouraged to undertake language lessons after you arrive in Montreal. Reasonable expenses associated with these lessons will be for Alcan's account.
Termination
Should your employment beterminated without cause, Alcan will pay you a termination allowance equal to 24months base salary and EPA guideline, calculated at the date of termination,tax-equalized to Cleveland, Ohio if need be.  The amount will be paid as a lumpsum or as salary continuance at your choice.  In the event you elect salarycontinuance, you will continue to participate in the benefit programs for theperiod of salary continuance except that the long-term disability plan and theaccrual of vacation cease on termination date.  No option grants are made duringthe salary continuance period.

Furthermore, the Company willrepatriate you and your wife to the United States.  The regular relocationpolicy will be applied.
Change in Organizational Structure
In the event that the Boardmakes a change in the current Office of the President structure, which impactson your future role in the organization, you will have the right to resign fromAlcan if there is no mutually acceptable position for you in the neworganization structure.  You will have up to 3 months from the date of theorganizational change to make the decision to resign.  In this eventuality youshall be entitled to the termination provisions outlined above.

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**Professional assistance forthe preparation of income tax returns**

It is strongly recommendedthat you obtain professional tax advice, both in Canada and in the USA, prior toleaving Zurich, and prior to making any major financial decisions arising fromthe transfer.  Reasonable expenses for tax advice for this purpose will be paidby Alcan.

You will be provided withthe services of professional consultants for the preparation of your personalincome tax requirements in Canada and the United States.  The fees for thisservice in the USA will be for Alcan's account.  The Canadian cost is part ofyour Flexperk program.
Change ofControl/Confidentiality/Non-Competition
Your current Change of ControlAgreement continues to be in force.  The amounts payable, if any, will begrossed up for the tax differential between your province of residence andCleveland, Ohio.  Furthermore, you are asked to sign the attachedconfidentiality and non-competitive agreements.
Acceptance
Please sign and return a copyof this letter indicating your acceptance of the terms and conditions describedin it.

This letter is written inEnglish at the express request of the Parties.  Cette lettre estrédigée en anglais à la demande expresse des parties.

The terms and conditionsoutlined in this letter replace any previous contractual arrangements andconstitute the full terms and conditions of employment.

 

                                                                                   /s/ Travis Engen                               

                                                                                    Travis Engen

                                                                                   Chief Executive Officer

I accept the terms andconditions described above.

                                                                                   /s/ Richard B. Evans                                                                            11 January 2002                

                                                                                    Richard B.Evans                                                                                           date
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