**Exhibit 10.4**

	                                                                                               	31 December 2001

# PERSONAL & CONFIDENTIAL

Ms. Cynthia Carroll

Dear Cynthia:

I wish to confirm my	discussion with you pertaining to the position of Senior Vice President of	Alcan Inc. and President, Alcan Primary Metal Group, effective on 1 January	2002.  You will report to the Office of the President and you will be	located in Montreal.

# Salary

Your base salary will be	US$425,000 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 52 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$441,000).  Under the modified EPA program, award	payment will be related to the global performance of the Alcan Primary Metal	Group 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$1,000,000	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	approximately US$1,000,000 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.

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 Pension 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.
Pay Disbursement and Benefits
Alcan Inc. will disburse allpayments and as such you will participate in all Employee Benefits Programs andthe Flexperk Program available to Canadian based employees, except that we willmaintain your participation in the Alcancorp Pension Plan (ACPP) and US SocialSecurity Programs.  The employee costs of these programs, if any, will be foryour account.
Tax Equalization
While working in Canada, we willprovide 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.
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. The amount will be paid as a lump sum or as salary continuance at your choice. In the event you elect salary continuance, you will continue to participate inthe benefit programs for the period of salary continuance except that thelong-term disability plan and the accrual of vacation cease on terminationdate.  No option grants are made during the salary continuance period.
Change ofControl/Confidentiality/Non-Competition 
YourChange of Control Agreement continues to be in force.  Furthermore, you areasked to sign the attached confidentiality and non-competitive agreements.

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Acceptance
Please sign and return a copy ofthis letter indicating your acceptance of the terms and conditions described init.

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/ Cynthia Carroll                                                                    16 January 2002                   

            CynthiaCarroll                                                                       date

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