**Exhibit 10.8 **

**CHANGE OF CONTROL AGREEMENT**

** **

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

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Agreement made as of the 1stday of May 2005, by and between Alcan Inc., a corporation incorporated under thelaws of Canada with its registered office at 1188 Sherbrooke Street West,Montreal, Quebec, Canada H3A 3G2 (the "Corporation") and Michael Hanley (the"Executive").

WITNESSETH:

                       WHEREAS, the Executive is the Executive Vice President of Alcan Inc.

                       WHEREAS, the Corporation believes that the establishment and maintenance of asound and vital senior management team is essential to the protection andenhancement of the interests of the Corporation and its shareholders; and 

                       WHEREAS, the Corporation also recognizes that the possibility of a Change ofControl of the 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; 

                       WHEREAS, the Corporation has determined that it is appropriate to take steps toinduce key employees to remain with the Corporation, and to reinforce andencourage their continued attention and dedication, when faced with thepossibility of a Change of Control of the Corporation;

WHEREAS, the Corporation andthe Executive have entered into a Change of Control agreement dated 1 August2001 which expired on 30 April 2005; and

WHEREAS, the Corporation andthe Executive now wish to enter into a new Change of Control agreement.

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

1.         Change of Controlshall mean any of the following:

1.1       the acquisition of direct or indirect beneficial ownership (as determinedunder Rule 13d-3 promulgated under the United States Securities Exchange Act of1934), in the aggregate, of securities of the Corporation representing twentypercent (20%) or more of the combined voting power of the Corporation's thenissued and outstanding voting securities by any person or entity or group ofassociated persons or entities (within the meaning of Section 13(d)(3) or14(d)(2) of the United States Securities Exchange Act of 1934) acting jointly orin concert (other than its subsidiaries or any employee benefit plan of either)(a "Person"), provided that, if a buyback of shares by the Corporation causesthe Person to attain such limit, such limit shall be deemed not to have beenattained without such Person having acquired further voting securities of theCorporation; 

1.2       any amalgamation, merger, arrangement, reorganization or consolidationin respect of the Corporation (the foregoing shall include, for the purposes ofthis Agreement any transaction or series of transactions, such as a shareexchange transaction with the same stated or effective objective) other than:

(a)        an amalgamation, merger, arrangement, reorganization or consolidationwhich would result in the voting securities of the Corporation outstandingimmediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving orparent entity) two-thirds or more of the combined voting power of the votingsecurities of the Corporation or such surviving, combined or parent entityoutstanding immediately after such amalgamation, merger, arrangement,reorganization or consolidation, without there occurring as a result or inconnection therewith any substantial change in the composition of theCorporation's Board of Directors; or

(b)       an amalgamation, merger, arrangement, reorganization orconsolidation  initiated by the Corporation for the purpose of implementing arecapitalization of the Corporation (or similar transaction) provided thatpursuant thereto no Person is or becomes the beneficial owner, directly orindirectly (as determined under Rule 13-d-3 promulgated under the United StatesSecurities Exchange Act of 1934), of securities representing twenty per cent(20%) or more of the contained voting power of the voting securities of theCorporation outstanding immediately after such amalgamation, merger,arrangement, reorganization or consolidation;

1.3       the approval by shareholders of the Corporation of any plan or proposalfor the complete or effective liquidation or dissolution of the Corporation;

1.4      the issuance by the Corporation of shares in connection with an exchangeoffer acquisition (including, for the purposes of this Agreement, a series ofconnected exchange offer acquisitions), if such issuance results in the holdersof the Corporation's principal class of publicly listed voting shares(immediately prior to the issuance) holding less than two-thirds of the combinedvoting power of the voting securities of the Corporation which are outstandingimmediately following such issuance and if there occurs in connection therewithany substantial change in the composition of the Corporation's Board ofDirectors.

1.5       the sale or other disposition of all or substantially all of theassets of the Corporation other than the sale or other disposition of all orsubstantially all of the assets of the Corporation:

(a)       to a person or persons who beneficially own, directly or indirectly,at least two-thirds of the then outstanding common equity of the Corporation towhich are attached at least two-thirds of the combined voting power of theoutstanding voting securities of the acquirer; or

(b)        in a manner such that after such sale or other disposition the acquireris, directly or indirectly, owned or controlled as to at least two-thirds of itsthen outstanding common equity to which are attached at least two-thirds of thecombined voting power of the outstanding voting securities of the acquirer  byshareholders of the Corporation who owned or controlled, immediately prior tosuch transaction, at least two-thirds of the Corporation's then outstandingcommon equity to which were attached at least two-thirds of the combined votingpower of the outstanding voting securities of the acquirer;

            provided that there does not occur in connection therewith anysubstantial change in the composition of the Corporation's Board of Directors.

1.6      the completion of the corporate approvals necessary on the part of theCorporation to give effect to any amalgamation, merger, arrangement,reorganization, continuance or consolidation in respect of the Corporation(including any transaction or series of transactions with the same stated oreffective objective) pursuant to which the Corporation will not survive as astand-alone publicly-traded corporation (in this regard, but without limitation,the Corporation shall be deemed not to have survived as a publicly tradedcorporation should (i) there cease to be a liquid market for the Corporation'scommon shares on an internationally recognized exchange,  (ii) more than fiftypercent (50%) of the Corporation's outstanding common shares to which areattached more than fifty percent (50%) of the then outstanding combined votingpower of the outstanding securities of the Corporation be held by a singleshareholder or group of shareholders acting jointly or in concert, or (iii) theCorporation become a subsidiary, as defined in the *Canada BusinessCorporations Act*, of another Corporation);

1.7       any occurrence pursuant to which individuals who, as of the close ofbusiness on the effective date of this Agreement, constitute the Board ofDirectors (the "Incumbent Directors") cease for any reason to constitute at least two-thirds of the Board; provided that any person becoming a Directorsubsequent to the close of business on the effective date of this Agreement,whose election or nomination for election was approved by a vote of at leasttwo-thirds of the Incumbent Directors then on the Board of Directors (either bya specific vote or by approval of the Management Proxy Circular of theCorporation in which such person is named a nominee for Director, withoutobjection to such nomination) shall be an Incumbent Director; but furtherprovided, 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 or threatenedsolicitation of proxies or consents by or on behalf of any person other than theBoard of Directors or as a result of or in connection with any amalgamation,merger, arrangement, reorganization, consolidation or share exchange acquisitiontransaction by the Corporation with any Person, shall be deemed to be anIncumbent Director;

For the purposes of thisAgreement : (i) only the first Change of Control after the date hereof shall bedeemed a Change of Control hereunder; (ii) voting power of securities shall bedetermined by reference to the right to vote in respect of the general electionof Directors: (iii) a substantial change in the composition of the Board ofDirectors of the Corporation shall be any change involving the immediateconfirmed departure of at least three Directors or any other change pursuant towhich the Directors in office immediately prior thereto cease to constitute atleast two-thirds of the members of the Board of Directors; and (iv) no event ofChange of Control shall have occurred if immediately prior thereto theCorporation was in a state of insolvency or in a position of being protectedfrom its creditors by virtue of any applicable legislation or court order.

-  Term.  This	agreement shall commence on the date hereof and shall expire, unless	previously terminated as provided herein, on the earliest of 
(a)        the date of the Executive's death or termination as a result ofDisability, as defined below; 

(b)       subject to Section 3 hereof, the date of the retirement or othertermination of the Executive's employment (voluntarily or involuntarily) withthe Corporation prior to a Change of Control; 

(c)        if, prior to and without causing a Change of Control, the entity forwhich the Executive is then working ceases to be a subsidiary, (as defined inthe *Canada Business Corporations Act*) of the Corporation; or  

(d)       two years after written notice by the Corporation to the Executive ofthe termination of this Agreement.

Notwithstanding anything in this Agreement to the contrary, if the Corporationbecomes obligated to make any payment to the Executive pursuant to the termshereof at or prior to the expiration of this Agreement, then this Agreementshall remain in effect for such purposes until all of the Corporation'sobligations hereunder are fulfilled. Further, the provisions of paragraph 9.1hereunder shall survive and remain in effect notwithstanding the termination ofthis Agreement, 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 its terms.

Disabilityshall have the meaning ascribed to such term in the Corporation's long-termdisability plan in which the Executive participates.  A termination forDisability shall be deemed to occur when the Executive is terminated by theCorporation by written notice after the disability is established and theExecutive remains disabled.

3.        Termination Following Change of Control.

3.1       If, and only if, a Change of Control occurs and one of the followingoccurs : (i)  the Executive's employment with the Corporation is terminated bythe Corporation without Cause other than for Disability, or (ii)  by theExecutive for Good Reason, during the period running from the date of the Changeof Control to twenty-four (24) months after the date of such Change of Control,then the Executive shall be entitled to the amounts provided in Section 4 uponsuch termination.

In addition, notwithstanding the foregoing, in the event the Executive is eitherterminated without Cause or terminates employment for Good Reason within three(3) months prior the occurrence of a Change of Control, such termination shall,upon the occurrence of a Change of Control, be deemed to be covered under theAgreement and the Executive shall be entitled to the amounts provided underSection 4 hereof reduced by any amounts otherwise received in connection withhis termination of employment. 

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

(a)        any material diminution in the Executive's duties, responsibilities,and authority (except in each case in connection with the termination of theExecutive's employment for Cause or as a result of the Executive's death, ortemporarily as a result of the Executive's illness or other absence,);

(b)       a reduction in the Executive's annual base salary rate;

(c)        a relocation of the Executive's principal business location to anarea outside the country of the Executive's principal business location at thetime of the Change of Control;

(d)        a failure by the Corporation after a Change of Control to continueany annual Executive Performance Award Plan, program or arrangement in which theExecutive is then entitled to participate (the "Bonus Plans"), provided that anysuch plan(s) may be modified at the Corporation's discretion from time to timebut shall be deemed terminated if (x) any such plan does not remainsubstantially in the form in effect prior to such modification and (y) if plansproviding the Executive with substantially similar benefits are not substitutedtherefor ("Substitute Plans"), or a failure by the Corporation to continue theExecutive as a participant in the Bonus Plans and Substitute Plans on at leastthe same basis as to potential amount of the bonus and the achievability thereofas the Executive participated immediately prior to any change in such plans ofawards, in accordance with the Bonus Plans and the Substitute Plans; 

(e)        a failure to permit the Executive after the Change of Control toparticipate in cash or equity based long-term incentive plans and programs otherthan Bonus Plans on a basis providing the Executive in the aggregate with anannualized award value in each fiscal year after the Change of Control at leastequal to the aggregate annualized award value being provided by the Corporationto the Executive under such incentive plans and programs immediately prior tothe Change of Control (with any awards intended not to be repeated on an annualbasis allocated over the years the awards are intended to cover);

(f)         the failure by the Corporation to continue in effect any employeebenefit program such as a saving, pension, excess pension, medical, dental,disability, accident, life insurance plan or a relocation plan or policy or anyother material plan, program, perquisite or policy of the Corporation intendedto benefit the Executive in which the Executive is participating at the time ofa Change of Control (or programs providing the Executive with at leastsubstantially similar benefits) other than as a result of the normal expirationof any such employee benefit program in accordance with its terms as in effectat the time of a Change of Control, or taking of any action, or the failure toact, by the Corporation which would adversely affect the executive's continuedparticipation in any of such employee benefit programs on at least as favourablea basis to the Executive as is the case  on the date of a Change of Control; orwhich would materially reduce the Executive's benefits in the future under anyof such employee benefit programs or deprive him of any material benefit enjoyedby the Executive at the time of a Change of Control;

(g)       a material breach by the Corporation of any other written agreementwith the Executive that remains uncured for twenty-one (21) days after writtennotice of such breach is given to the Corporation; or

(h)       failure of any successor (as defined in Section 10 herein) to assume in awriting delivered to the Executive the obligations hereunder within twenty-one(21) days after written notice by the Executive.

For thepurposes of the foregoing, there shall be deemed to have occurred a materialdiminution in the duties and responsibilities of an Executive occupying theposition of or performing the functions normally assigned to any of the ChiefExecutive Officer or other member of the Office of the President, the ChiefFinancial Officer or the Chief Legal Officer in the event of any Change ofControl referred to in any of paragraphs 1.2 to 1.6 (inclusive) above.

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

(a)       the failure by the Executive to attempt to substantially perform hisor her duties and responsibilities with regard to the Corporation or anyaffiliate (other than any such failure resulting from the Executive's incapacitydue to physical or mental illness of any such actual or anticipated failure bythe Executive for Good Reason, as defined in paragraph 3.2) after demand forsubstantial performance is delivered by the Corporation that specificallyidentifies the manner in which the Corporation believes the Executive has failedto attempt to substantially perform his or her duties and responsibilities and areasonable time for the Executive to correct or remedy;

(b)       the willful engaging by the Executive in misconduct in connectionwith the Corporation or its business which is materially injurious to theCorporation monetarily or otherwise (including but not limited to conduct whichis prohibited by the provisions of Section 9.1 herein); or

(c)       any misappropriation or fraud with regard to the Corporation or anyof the assets of the Corporation (other than good faith expense accountdisputes).

Forpurposes of this paragraph, no act, or failure to act, on the Executive's partshall be considered "willful" unless done or omitted to be done, by him or hernot in good faith and without reasonable belief that his or her action oromission was in the best interests of the Corporation. In the event that theExecutive alleges 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 an eventconstituting Cause which was not discovered by the Corporation prior to a Changeof Control.

4.         Compensation Upon Termination. 

4.1       If the Executive's employment is terminated for Cause following aChange of Control or upon the occurrence of a Change of Control the Corporationshall :

(a)        pay to the Date of Termination, the Executive's Base Salary, theprorated amount of the guideline award under the Corporation's ExecutivePerformance Award Plan (EPA) and the cash value of any untaken and accruedvacations to the Date of Termination.  The aggregate amount will be paid withinfive (5) days of the Date of Termination;

(b)        accrue service under the Corporation's pension plans to the Date ofTermination;

(c)        maintain all other benefits and perquisites in which the Executiveparticipates to the Date of Termination, but limited to the coverage in forceunder those benefit plans on the Date of Notice of Termination; and

(d)       not grant any options to purchase shares under the Alcan Executive ShareOption Plan, nor any other long-term incentive plans adopted by the Corporation,to the Executive between the date of Notice of Termination and the actual Dateof Termination.

4.2      In the event of Termination for Cause following a Change of Control, theCorporation's obligations to the Executive under this Agreement shall be limitedto those under paragraph 4.1.  In all other cases, the Executive shall have eachof the following additional rights and entitlements, to the extent applicable.

            If the Executive's employment is terminated after the firstoccurrence of a Change of Control in a manner described in paragraph 3.1 then,the Executive shall be entitled, without regard to any contrary provisions ofany benefit plan and subject to any express limitations hereinafter set forth,to severance pay as follows:

(a)       an amount equal to 36 times the Executive's monthly base salary as ofthe Date of Termination; and

(b)      an amount equal to 36 times the monthly EPA guideline amount in forceas regards the Executive Performance Award Plan as of the Date of Termination;

(c)       an amount payable under the provisions of the TSR Performance Plan(or its equivalent) in the event of a Change of Control, provided that theamount payable shall never be less than the amount payable to the Executivethereunder had he retired on the Date of Termination.

Notwithstanding the foregoing, if the Date of Termination is before theExecutive's declared retirement date and the number of months remaining to suchretirement date is less than the number specified in paragraphs (a) and (b)above, the number specified in each of sub-paragraphs (a) and (b) above shall bereplaced by the number of months remaining to such retirement date.

4.3       The Executive may, in writing, (in the Notice of Termination orotherwise) direct the Corporation that the severance pay pursuant to theparagraph 4.2 hereof shall be paid, either :

(a)       in a lump sum payable within five (5) days of the Date of Terminationwhere in such case, all benefit plan coverage cease on such date, or

(b)       in 36 equal monthly installments, (or for a period consistent with theCorporation's practices as approved by the Human Resources Committee of theBoard) after having the Executive transferred to the non-active payroll of theCorporation in which case all benefit plan coverage continue at the previouslevel for that same number of months except for coverage under the Corporation'sshort-term and long-term disability plans, vacation program, eligibility in theAlcan Executive Share Option Plan or any other long-term incentive plans adoptedby the Corporation and perquisite benefit (car, financial and tax counseling,club membership) all of which shall cease on Date of Termination.

            Monthly installments paid on the non-active payroll shall beexcluded in the calculation of pensionable earnings while the duration on thenon-active payroll shall be included as service for calculating years of serviceunder the Corporation's pension plans.

4.4       Any loans owing by the Executive to the Corporation shall become due andpayable as per the terms of the applicable loan agreement.

4.5       After the occurrence of a Change of Control, as defined in Section 1,all options under the Alcan's Executive Share Option Plan shall becomeimmediately exercisable and all waiting periods and holding periods, as definedin such plan, shall be waived.

5.         Notice of Termination.  After a Change of Control, anypurported termination of the Executive's employment (other than by reason ofdeath) shall be communicated by written Notice of Termination from one partyhereto to the other party hereto in accordance with Section 13.  For purposes ofthis Agreement, a "Notice of Termination" shall mean a notice which shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive's employment.  The "Date of Notice ofTermination" is the date, determined in accordance with Section 13 below, whenthe Notice of Termination is deemed to have been given.  

6.         Date of Termination.  "Date of Termination", with respect toany purported termination of the Executive's employment after a Change ofControl, shall mean the date specified in the Notice of Termination.  In thecase of a termination by the Corporation, the Date of Termination shall not beless than thirty (30) days after the Change of Control except in the case of atermination for Cause which shall be the date specified in the Notice ofTermination.  In the case of a termination by the Executive for Good Reason, theDate of Termination shall not be earlier than 90 days after the Change ofControl. 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 must givethe Corporation written notice of the Date of Termination if he or she deems itto have occurred prior to the Date of Termination indicated in the notice.

7.         No Duty to Mitigate/Set-off.  The Corporation agrees that ifthe Executive's employment with the Corporation is terminated pursuant to thisAgreement during the term of this Agreement, the Executive shall not be requiredto seek other employment or to attempt in any way to reduce any amounts payableto the Executive by the Corporation pursuant to this Agreement. Further, theamount of any payment or benefit provided for in this Agreement shall not bereduced by any compensation earned by the Executive or benefit provided to theExecutive as the result of employment by another employer or otherwise. Exceptas otherwise provided herein and apart from any disagreement between theExecutive and the Corporation concerning interpretation of this Agreement or anyterm or provision hereof, the Corporation's obligations to make the paymentsprovided for in this Agreement and otherwise to perform its obligationshereunder shall not be affected by any circumstances, including withoutlimitation, any set-off, counterclaim, recoupment, defense or other right whichthe Corporation may have against the Executive.

8.        Service with Subsidiaries or the Corporation.  For purposes ofthis Agreement, employment by the Corporation or subsidiary (as defined in the*Canada Business Corporations Act*) of the Corporation shall be deemed tobe employment by the Corporation and references to the Corporation shall includeall such entities, except that the payment obligation hereunder shall be solelythat of the Corporation. A Change of Control, however, as used in thisAgreement, shall refer only to a Change of Control of Alcan Inc. 

9.         Confidentiality and Non-Competition Undertakings.

9.1       Without prejudice to any other confidentiality undertakings orobligations by which the Executive may be bound in favor of the Corporation, theExecutive shall not at any time during the term of this Agreement, orthereafter, directly or indirectly, for any reason whatsoever, communicate ordisclose to any unauthorized person, firm or corporation, or use for theExecutive's own account, without the prior written consent of the Board ofDirectors, any proprietary processes, trade secrets or other confidential dataor information of the Corporation and its related and affiliated companiesconcerning their businesses or affairs, accounts, products, services orcustomers, it being understood, however, that the obligations set forth in thisSection shall not apply to the extent that the aforesaid matters (i) aredisclosed in circumstances 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 a Change of Control, any non-competitionagreement between the Corporation and the Executive shall be considered null andvoid.  For the purposes of this Agreement, a non-competition agreement shallinclude, without limitation, any provision restricting the Executive's freedomto seek or obtain employment or invest in or advise any corporation or business.

10.       Successors - Binding Agreement.  In addition to any obligationsimposed by law upon any successor to the Corporation, the Corporation willrequire any successor (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.

11.       Miscellaneous.  No provisions of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by the Executive and such officer as may bespecifically designated by the Board of Directors. No waiver by either partyhereto at any time of any breach by the other party hereto of, or compliancewith, any condition or provision shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequenttime. This Agreement and the Employment Agreement constitute the entireagreement between the parties hereto pertaining to the subject matter hereof. Noagreements or representations, oral or otherwise, express or implied, withrespect to the subject matter hereof have been made by either party which arenot expressly set forth in this Agreement or the Employment Agreement.  ThisAgreement supersedes any prior agreement entered into by the parties on thesubject matter hereof.  All references to any law shall be deemed also torefer to 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 tothe Corporation, to:

                        Alcan Inc.

                        1188Sherbrooke Street West

                       Montreal, Quebec

                        H3A 3G2

                       Attention:  Corporate Secretary

            (ii)        If tothe Executive, to his last shown address

                        on thebooks of the Corporation.

Any suchnotice shall be deemed given when so delivered personally, or, if mailed, fivedays after the date of deposit in the Canadian mail. Any party may by noticegiven in accordance with this Section to the other parties, designate anotheraddress or 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 invalidity orunenforceability shall not affect the remaining provisions hereof which shallremain in full force and effect.

15.       Legal Fees.  In the event the Corporation does not make thepayments due hereunder on a timely basis and the Executive collects any part orall of the payments provided for hereunder or otherwise successfully enforcesthe terms of this Agreement by or through -legal counsel, the Corporation shallpay all costs of such collection or enforcement, including reasonable legal feesand other reasonable fees and expenses which the Executive may incur. TheCorporation shall pay to the Executive interest at the prime lending rate asannounced from time to time by Royal Bank of Canada on all or any part of anyamount to be paid to Executive hereunder that is not paid when due. The primerate for each calendar quarter shall be the prime rate in effect on the firstday of the calendar quarter.

16.       Non-Exclusivity of rights.  Except as otherwise specificallyprovided therein, (i) nothing in this Agreement shall prevent or limit theExecutive's continuing or future participation in any benefit, bonus, incentive,equity or other plan or program provided by the Corporation and for which theExecutive may qualify, nor (ii) shall anything herein limit or otherwiseprejudice such rights as the Executive may have under any other currentlyexisting plan, agreement as to employment or severance from employment with theCorporation or statutory entitlements, provided, that to the extent such amountsare paid under paragraph 4.2 hereof or otherwise, such amounts shall be offsetagainst any amounts that the Executive is entitled to under any other program,plan, agreement or statute, including without limitation the EmploymentAgreement. Amounts that are vested benefits or which the Executive is otherwiseentitled to receive under any plan or program of the Corporation, at orsubsequent to the date of termination shall be payable in accordance with suchplan or program, except as otherwise specifically provided herein or in theEmployment Agreement.

17.       Not an Agreement of Employment.  This is not an agreementassuring employment and the Corporation reserves the right to terminate theExecutive's employment at any time with or without cause, subject to theEmployment Agreement and the payment provisions hereof if such termination isafter, or within three (3) months prior to, a Change of Control, as definedherein. The Executive acknowledges that he is aware that he shall have no claimagainst the Corporation hereunder or for deprivation of the right to receive theamounts hereunder as a result of any termination that does not satisfy therequirements hereof or as a result of any other action taken by the Corporation.The foregoing shall not affect the Executive's rights under any other agreementwith the Corporation.

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

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

            Les parties déclarent qu'elles requièrent que cetteconvention ainsi que tous documents relatifs à cette convention soient rédigéset exécutés en anglais.
** **
**IN WITNESSWHEREOF**, the Corporation and the Executive have caused this Agreement to beduly executed.

                                                                                   ALCAN INC.

                                                                                   By:       /s/ Gaston Ouellet                               

                                                                                   Name:  Gaston Ouellet

                                                                                   EXECUTIVE

                                                                                                  /s/ Michael Hanley                           

                                                                                                     Michael Hanley