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                                                                   EXHIBIT 10.11
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                            ALCAN ALUMINIUM LIMITED


                            DEFERRED SHARE UNIT PLAN

                                      FOR

                            NON-EXECUTIVE DIRECTORS


                    Adopted with effect from 1 January 1997





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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 individual 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 Montreal Exchange and 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
                          either the dividend declaration date (pursuant to
                          Article 4.1.2) or the redemption date (pursuant to
                          Article 4.2.1), 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 Aluminium Limited and any
                          successor corporation whether by amalgamation, merger
                          or otherwise.

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





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

                 (h)      "Fees" means any and all fees paid in cash by the
                          Company to a Director during a financial year for his
                          service as a Director, Chairman of the Board, a
                          Member of a Committee, or Chairman of such a
                          Committee.

                 (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 of the Company nor of
                          any company in which the Company holds more than
                          fifty percent of the outstanding voting shares.

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

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

                 (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 4.5.1).

                 (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.





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                 (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 January 1997.

         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 January 1997
                 shall be eligible to become a Member as of that date.

         3.2     Every person who becomes a Non-Executive Director after 1
                 January 1997 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 of the Plan becomes effective upon
                 receipt by the Secretary of such duly executed prescribed
                 form.

         3.4     Subject to Article 4.5.1, 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    Quarterly Grant of Units

                          Effective 1 January 1997, each Member will be granted
                          Units on a quarterly basis for his service as a Non-
                          Executive Director as follows:

<TABLE>
                          <S>     <C>                               <C>                                        
                          *       for Board membership:             62.5 Units per Quarter,
                          *       for Committee membership:         12.5 Units per Quarter in addition to 
                                                                    the foregoing, and
                          *       for Committee chairmanship:       15 Units per Quarter in addition to
                                                                    both of the foregoing.
</TABLE>

                          A Non-Executive Director serving as Chairman of the
                          Board will be granted 300 Units per Quarter in lieu
                          of all of the above.

                          Units granted to a Member pursuant to this Article
                          4.1.1 shall be credited to the Member's Account on
                          the first day following the end of every applicable
                          Quarter.

                          If a Member serves on the Board or on any Committee
                          for part of a Quarter, Units will be granted to the
                          Member for the full Quarter.

                 4.1.2    Additional Units

                          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





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                                                                   EXHIBIT 10.11
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                          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.

                 4.1.3    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.


         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 its Account by filing
                         a written notice of redemption with Alcan, specifying
                         a redemption date of at least five business days from
                         the delivery of the said notice to Alcan but no later
                         than 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





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                                                                   EXHIBIT 10.11
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                          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; 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.


         4.3     Benefit Before Retirement

                 4.3.1    Death

                          In the event of death of a Member prior to 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 Alcan, specifying a redemption date
                          of at least five business days from the delivery of
                          the said notice to Alcan 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 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 Members Account by filing a 
         written notice of redemption with Alcan, specifying a redemption date 
         of at least five business days from the delivery of the said notice to
         Alcan 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 Director.

         4.6     Taxes

                 All benefits paid under the Plan 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
                          Fees.

                 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.





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5.       BENEFICIARIES AND CLAIMS FOR BENEFITS

         5.1     Every Member, upon becoming a Member, shall advise the Company
                 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, the benefits under the Plan
                 shall only be paid to the Spouse of such Member as named on
                 the latest filing on prescribed form which has been delivered
                 to the Secretary.


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 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.

         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.





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         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 or 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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                               (FORM FOR JOINING)




The Secretary
Alcan Aluminium Limited
Montreal, Canada


I, _________________________ , a Director of Alcan Aluminium Limited, hereby
elect to become a member of the Alcan Aluminium Limited Deferred Share Unit
Plan for Non-Executive Directors ("Plan").

I hereby designate the following person as my Spouse for purposes of the Plan:

                 Name:            ____________________

                 Address:         ____________________

                                  ____________________

                                  ____________________

Under the terms of the Plan, I reserve the right to revoke this designation and
to designate another person as my Spouse.



                                                       _________________________
                                                                 Signature


                                                       _________________________
                                                                    Date





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                   (FORM FOR CHANGING DESIGNATION OF SPOUSE)




The Secretary
Alcan Aluminium Limited
Montreal, Canada


I, ________________________, being a member of the Alcan Aluminium Limited
Deferred Share Unit Plan for Non-Executive Directors ("Plan") revoke the
designation of ____________________ as my Spouse for purposes of the Plan and
designate instead:

                 Name:            ____________________

                 Address:         ____________________

                                  ____________________

                                  ____________________

as my Spouse for purposes thereof.

Under the terms of the Plan, I reserve the right to revoke this designation and
to designate another person as my Spouse.


                                                       _________________________
                                                                 Signature


                                                       _________________________
                                                                    Date