****

**Exhibit 10.22**
 

 

**Alcan	Inc.                               **

**EXECUTIVE**

**DEFERRED**

**SHARE**

**UNIT**

**PLAN**

	 

	 

	 

**Montreal, Canada**

**Amended and Restated as of December 8, 2005**** **
**Table	of Contents**

**INTRODUCTION**

**PURPOSE OF PLAN**

**TAX	STATUS**

**ELIGIBILITY**

**TRANSFERS**

**PARTICIPATION**

**EPA	VALUE**

**TSR	VALUE**

**DISCRETIONARY DSUs**

**THE	VALUE OF A DSU**

**BENEFITS**

**VESTING**

**IN‐SERVICE WITHDRAWALS**

**ADJUSTMENTS**

**BENEFICIARY**

**REDEMPTION**

**RISKS	AND UNCERTAINTIES**

**NON‐ALIENATION**

**AMENDMENT OR TERMINATION OF DSUP BY ALCAN**

**ADMINISTRATION**

**FORMS**
-  **EPA	Value Election Form**
-  **TSR Value Election Form**
-  **Beneficiary Designation Form**
-  **Change of Beneficiary Form**
-  **Redemption Form**
** **
**Introduction**

This	booklet sets out the terms of the Alcan Deferred Share Unit Plan (DSUP) as	amended and restated as at April 23, 2003. Deferred Share Units granted	before, shall be administered and paid in accordance with the terms of the	DSUP as they existed immediately prior to this amendment and restatement. If	you require legal, tax or other professional advice on whether or not to	participate in the DSUP, you should speak to your personal, legal or tax	advisor.
	 
Page 2
	 
**Purpose of Plan**

The DSUP is	a recent addition to the range of benefits offered by Alcan to employees to	assist in their personal financial planning. It is a compensation benefit	plan which works in conjunction with the cash‐based Executive Performance	Award (EPA) Plan and in conjunction with the Total Shareholder Return	Performance Plan (TSR Performance Plan). Under the DSUP, an eligible	employee may elect to receive a selected portion of the potential value of	his or her EPA award (EPA Value) in the form of Deferred Share Units (EPA	DSUs) instead of cash and may also elect to receive a selected portion of	the potential value of his or her TSR Performance Plan award (TSR Value) in	the form of Deferred Share Units (TSR DSUs) instead of cash. Except where	specifically provided otherwise in this booklet, EPA DSUs and TSR DSUs will	be referred to as DSUs.**DSUs	represent a notional investment in Alcan shares and attract dividend credits	which are also invested in DSUs. The balance of the EPA Value (if any) is	payable under the EPA Plan in cash and the balance of the TSR Value (if any)	is payable under the TSR Performance Plan in cash.

It is hoped	that the DSUP will strengthen the link between the interests of employees	(like yourself) and the interests of Alcan's shareholders, by encouraging	the former to voluntarily elect to have a portion of their remuneration tied	to the long‐term performance of Alcan shares.

**Tax	Status**

The DSUP	was introduced in March 1997, effective as of 1 January 1997, after approval	from Revenue Canada and Revenu Québec. Both Canada Customs and Revenue	Agency (formerly Revenue Canada) and Revenue Québec	issued tax rulings confirming that the issue of DSUs and Additional DSUs	(corresponding to dividends paid on Alcan shares, as explained on page 8)	will not attract Federal income taxes or Québec until they are redeemed as	provided for in the DSUP (see page 10).

The DSUP	has been amended and restated as at April 23, 2003, after Canada Customs and	Revenue Agency issued a tax ruling confirming that the issue of DSUs and	Additional DSUs on and after April 23, 2003 under the DSUP as amended will	not attract Federal income taxes until they are redeemed as provided for in	the DSUP.

These	rulings are based on the provisions of the *Income Tax Act* and the *Loi sur les impôts*	as they existed at the time the rulings were given. No Alcan Group Company	will be liable for any tax or other cost, loss or reduction in rights	incurred by you (or any other person entitled to benefits hereunder) as a	result of any change in these tax laws or the withdrawal of either of the	above rulings.
Page 3

**Eligibility**

To	participate in the DSUP in respect of the EPA Value in any year (the EPA	year), you must meet every one of the following criteria on the last day of	the previous year:

•    You	must be an active, permanent employee of an Alcan Group Company in Canada

•    You	must be a resident of Canada; and

•    You	must be in the following Grades on the North American and Canadian Salary	Scales:

‐    43A or	above

or

-     40A or 41A	or 42A *and*at	least 50 years of age.

To	participate in the DSUP in respect of the TSR Value in respect of a	Performance Period (as defined in the TSR Performance Plan), you must meet	every one of the following criteria on the last day previous to the	beginning of the Performance Period:

•    You	must be an active, permanent employee of an Alcan Group Company in Canada;

•    You	must be a resident of Canada; and

•    You	must be eligible for a potential cash‐based Award under the TSR Performance	Plan

**Transfers**

If you are	transferred to an Alcan Group Company ***outside***Canada, the	option selected on your Annual Election Form will be applied to the EPA	Value (if any) earned by you during your service in Canada. Similarly, if	you are transferred to an Alcan Group Company ***in***Canada, the	option selected on your TSR Value Election Form will be applied to the TSR	Value (if any) earned by you during your service in Canada.
Page 4
**Participation**

Participation in the DSUP is ***entirely voluntary***on your	part.

You may	participate if you meet either of the eligibility tests on page 4.

**EPA	Value**

If you are	eligible and wish to participate with respect to your EPA Value, you must	complete and file an Annual Election Form with the Plan Administrator before	mid‐December of the year preceding the EPA year. In this Form, you will be	asked to indicate what portion (in tranches of 10%) of the EPA Value (if	any) shall be provided under the DSUP and what portion of the EPA Value will	be provided under the EPA Plan.

Your	election made as above will be valid for the particular EPA year. An	election once made cannot be revoked or altered.

If you do	not file an Annual Election Form by mid‐December as stated above, it will be	assumed that you do not wish to participate in the DSUP for the EPA Value	(if any) to be provided in respect of the particular EPA year.

If you	first become eligible to participate in the DSUP during an EPA year, you may	only do so effective the following EPA year.

***A new	election must be made for every EPA year. Therefore, you need not	participate in the DSUP with respect to your EPA Value each and every year.***

**TSR	Value**

If you are	eligible and wish to participate with respect to your TSR Value, you must	complete and file a TSR Value Election Form with the Plan Administrator at	least 12 months prior to the end of the applicable Performance Period. In	this Form, you will be asked to indicate what portion (in tranches of 10%)	of the TSR Value (if any) shall be provided under the DSUP and what portion	of the TSR Value will be provided under the TSR Performance Plan.

If you do	not file a TSR Value Election Form by the deadline stated above, it will be	assumed that you do not wish to participate in the DSUP for the TSR Value	(if any) to be provided in respect of that Performance Period. Your election	made as above will be valid for the particular Performance Period. An	election once made cannot be revoked or altered. A new election must be made	for every Performance Period. Therefore, you need not participate in the	DSUP with respect to each and every Performance Period.
Page 5
	 
**Discretionary DSUs**

The Alcan	Board may, from time to time, grant additional DSUs (Discretionary DSUs) to	individuals employed by an Alcan Group Company, on such dates, in such	amounts and subject to such time based vesting requirements as the Board may	in its sole discretion determine. Except where specifically provided	otherwise in this booklet, Discretionary DSUs will be referred to as DSUs.

**The	Value of a DSU**

The Value	of a DSU on any particular date is calculated as follows:

The average	of the closing prices for Alcan Common Shares in board lots on The Toronto	Stock Exchange and in round lots on the New York Stock Exchange over the	five consecutive trading days preceding the particular date in question.

The Value	of a DSU related to the TSR Value is calculated in U.S. currency. The Value	of a DSU related to the EPA Value is calculated in Canadian currency.  Any	currency conversion required is to be made at the Bank of Canada noon rate	of exchange on the relevant day for the purpose of calculating the Value of	a DSU.  

This Value	is used for calculation purposes under the DSUP, such as, to determine the	number of DSUs and Additional DSUs to be issued to you (see page 8) and the	amounts payable on the redemption of your DSUP account (see page 10) and the	termination of the DSUP (see page 13).
****Page 6

**Benefits**

	 

**EPA DSUs**
**issued under**
**DSUP**
If			you choose to participate in DSUP with respect in your EPA Value,			you will receive DSUs calculated by dividing the portion of your EPA			Value determined according to your election by the Value of one DSU			(calculated as described above on the last day of the year preceding			the EPA year) and the result will be rounded to three decimal			places. These EPA DSUs will be credited to your DSUP account on the			same day as the disbursement of the balance of your EPA Value (if			any). 

			 

Here is an example:
  
*Your Election:*

			 

*Your			EPA Value:*

			 

*DSU			Value:*

 

*EPA			DSUs to be issued to you:*

 
*50% under DSUP*

			 

*Can.			$50,000.00*

			 

*Can.			$46.40*

			 

*50%			of 50,000.00   			=    538.793 EPA DSUs*

*         46.40*
  
The			balance of your EPA Value will be paid to you in cash under the EPA			Plan on the same day.

			 
Effective the next calendar quarter after that day, these			newly‐issued DSUs will earn Additional DSUs in respect of cash			dividends declared on Alcan Common Shares (see below).  
 
**TSR DSUs**

**issued under**

**DSUP**
If			you choose to participate in the DSUP with respect to your TSR			Value, you will receive TSR DSUs calculated by dividing the portion			of your TSR Value determined according to your election by the Value			of one DSU (calculated as described above on the last day of the			Performance Period) and the result will be rounded to three decimal			places. These TSR DSUs will be credited to your DSUP as soon as			possible after the end of the Performance Period. 

Here is an example:
  
*Your Election:*

			 

*Your			TSR Value:*

 

*DSU			Value:*

 

*TSR			DSUs to be issued to you:*
 
*50% under the DSUP*

			 

*U.S.			$150,000.00*

 

*U.S. $50.00*

			 

*50%			of 150,000  			=   1,500.00 TSR DSUs*

*50.00*
    
The			balance of your TSR Value will be paid to you in cash under the TSR			Performance Plan.

			 
Commencing in the next quarter following the end of the applicable			Performance Period, these newly‐issued TSR DSUs will earn additional			DSUs in respect of cash dividends declared on Alcan Common Shares			(see below). 
Page 7

** **

**Discretionary**

**DSUs issued**

**under DSUP**
If			you are granted Discretionary DSUs, you will be advised in writing			by Alcan of the number of such DSUs to be credited to your DSUP			account, the date on which such DSUs are granted, the value of such			DSUs as at the date of grant and the vesting requirements (if any)			applicable to such DSUs. Effective the next calendar quarter after			the date of grant of the Discretionary DSUs, these newly‐issued DSUs			will earn Additional DSUs in respect of cash dividends declared on			Alcan Common Shares (see below).  
 
**Additional**

**DSUS**

**in respect of**

**Dividends on**

**Alcan Shares**
 
Whenever a cash dividend is declared on Alcan Common Shares, your			DSUP account will be credited with Additional DSUs as explained			below:

1. 			Dividends on Alcan Common Shares are declared in U.S. currency. The			Canadian currency equivalent of any such dividend will be determined			at the Bank of Canada noon rate of exchange on the date that			dividend is declared for the EPA DSUs.

2.  The EPA DSUs, TSR DSUs and discretionary DSUs (if any) in			your account will qualify, for a credit computed on the basis of the			dividend declared (excluding any DSUs of the above issued in the			same calendar quarter as the dividend declaration date).

3.  The dollar amount (in Canadian currency for the EPA DSUs and			in U.S. currency for TSR DSUs) obtained by multiplying your			qualifying DSUs by the dividend calculated as in (1) above is			divided by the Value of a DSU (calculated as on the date of dividend			declaration) and the result is rounded to three decimal places.
4.  The resulting DSUs are credited to your account.   Here is an example:    
EPA DSUs
TSR DSUs     
*Your			current balance of DSUs:*

* *

*DSUs			issued this calendar quarter*

* *

*Balance qualifying for Additional DSUs*

* *

*DSU			Value on dividend declaration Date*

* *

*Dividend declared per Alcan share*

* *

*Additional DSUs to be credited*

* *

* *

*Your			new balance of DSUs*

*2,903.447*

* *

*                   538.793*

* *

*                2,364.654*

* *

*             Can. $47.05*

* *

*               Can. $0.23*

* *

*2,364.654 x 0.23 			=  11.559*

*               47.05*

* *

*                2,915.006*
*2,903.447*

*                         *

*                538.793*

* *

*             2,364.654*

* *

*      U.S. $36.01*

* *

*        U.S. $0.15*

* *

*2,364.654 x 0.15			= 9.850*

*             36.01*

* *

*             2,913.297*
Page 8

 

**Vesting**

All EPA	DSUs and all TSR DSUs are fully vested in your favour as soon as they are	credited to your DSUP account. Discretionary DSUs will vest in accordance	with the terms of the written agreement between you and Alcan relating to	the issue of such DSUs (see page 8). For greater certainty, additional DSUs	issued in respect of dividends declared on Alcan Common Shares (see page 8)	will have the same vested status as the DSUs to which those additional DSUs	relate. This means that additional DSUs corresponding to the EPA DSUs and	TSR DSUs in your DSUP account will be fully vested in your favour as soon as	they are credited to your account and additional DSUs corresponding to	Discretionary DSUs (if any) in your DSUP account will vest at the same time	as the corresponding Discretionary DSUs.

**In‐Service Withdrawals**

As long as you are employed by an Alcan Group Company,	you may not withdraw any part of the balance in your DSUP account.

**Adjustments**

In the	event of a stock split, stock dividend, combination or exchange of shares by	Alcan, a merger or any other event which materially affects the Alcan Common	Shares, the necessary and proportionate adjustments, as determined by the	Alcan Board, will be made with respect to the EPA DSUs, TSR DSUs and vested	discretionary DSUs (if any) in your DSUP account.

**Beneficiary**

Upon	joining the DSUP ***for the first time**, you*are required	to complete a Beneficiary Designation Form indicating the name of your	beneficiary (who must be either your spouse or the legal representative of	your estate) to whom the benefits under your DSUP account will be paid in	the event that you die while your DSUP account is still open. It is not	necessary to complete a Beneficiary Designation Form every year; however, a	Change of Beneficiary Form must be completed if you wish to change the name	of your beneficiary at any time.

If your	designated beneficiary, predeceases you or if you have not designated a	beneficiary, all benefits under your DSUP account are payable to the legal	representative of your estate.
****Page 9

 

**Redemption**
 
The			EPA DSUs, TSR DSUs and vested discretionary DSUs (if any) in your			DSUP account may be redeemed in whole or in part only when you are			no longer employed by any Alcan Group Company or following your			retirement from the Alcan Group of Companies or following death.			Discretionary DSUs (if any) which are not vested at the time of your			termination of employment, retirement or death shall be forfeited			and you (and your beneficiary or legal representative) will have no			further right or interest in such DSUs. The EPA DSUs, TSR DSUs and			vested discretionary DSUs in your DSUP account may be redeemed			completely on one date or in portions on several dates.  This			redemption of DSUs will be made as follows:  
**Termination of**

**employment or**

**Retirement**
 
You			may redeem your DSUs ***not earlier***than the date			of your termination of employment or retirement but ***not later			than***15* *December of the next calendar year.

In			order to redeem your EPA DSUs, TSR DSUs and vested discretionary			DSUs (if any) as above, you must file your Redemption Form			indicating your chosen date of redemption determined as above the			portion of EPA DSUs, TSR DSUs and vested discretionary DSUs (if any)			that you choose to redeem on such date.  The Redemption Form must be			received by Alcan at least five working days prior to the chosen			date of redemption.

If			you do not include a redemption date, it will be assumed to be five			working days after receipt of your Redemption Form (but not earlier			than the date of your termination of employment or retirement and			not later than 15 December of the next calendar year following your			termination of employment or retirement).

On			the date of redemption determined as above, the EPA DSUs, TSR DSUs			and vested Discretionary DSUs (if any) in your DSUP account will be			redeemed in cash based on the Value of a DSU as determined on page			6.
  **Death**
If			you should die prior to termination of employment or retirement,			your designated beneficiary or (if you have no surviving			beneficiary) the legal representative of your estate may redeem your			EPA DSUs, TSR DSUs and vested Discretionary DSUs (if any) any time			between the date of your death and ***15 December of the			following year***by filing a Redemption Form.			

If			you should die after termination of employment or retirement but			without having filed a Redemption Form, your beneficiary or (if you			have no surviving beneficiary) the legal representative of your			estate may redeem your EPA DSUs, TSR DSUs and vested Discretionary			DSUs by filing a Redemption Form ***on or before 15 December of			the year following your termination of employment or retirement.**			 *

	 

Page 10

	 
 If			you should die after termination of employment or retirement and			after filing a Redemption Form, your EPA DSUs, TSR DSUs and vested			Discretionary DSUs will be redeemed in accordance with your			Redemption Form and neither your designated beneficiary nor the			legal representative of your estate will be permitted to file			another Redemption Form.   All other	rules as stated in this Redemption section will apply.  
**Change of Control**
If			you retire, die or are terminated, within twelve months of a Change			of Control Event of Alcan, the EPA DSUs, TSR DSUs and vested			Discretionary DSUs (if any) in your DSUP account will be redeemed in			cash on the date of retirement, death or termination based on the			Value of DSU as determined on page 6 as of the date of a Change of			Control Event. The amount of the redeemed DSUs must be paid no later			than twelve months from the Change of Control Event.

If			you retire, die or are terminated more than twelve months after the			Change of Control Event of Alcan, the EPA DSUs, TSR DSUs and vested			Discretionary DSUs (if any) in your DSUP account will be subject to			the redemption procedure described on page 10.

A			"Change of Control Event" shall mean any of the			following: 

1.         the acquisition of direct or indirect beneficial			ownership of 50% or more of the Alcan Common Shares by any person or			group of associated persons acting together or jointly and in			concert;

2.         any amalgamation, merger, arrangement, reorganization or			consolidation (or substantially similar transactions or series of			transactions) in respect of Alcan, other than where (a) the Alcan			Common Shares of Alcan after the transaction would continue to			represent two-thirds or more of the combined voting securities of			the resulting entity, without a concurrent substantial change in the			composition of Alcan's Board of Directors, or (b) it is effected for			the purpose of implementing a recapitalization, without there also			occurring an acquisition of direct or indirect beneficial ownership			of 20% or more of the Alcan Common Shares by any person or group of			associated persons acting together or jointly and in concert;

3.         the approval by Alcan's Shareholders of a plan for the			complete or effective dissolution of Alcan;

4.         the issuance of Alcan Common Shares in connection with an			exchange offer acquisition if such issuance results in the			Shareholders holding less than two-thirds of the combined voting			securities of the resulting entity and there is a concurrent			substantial change in the composition of Alcan's Board of Directors;

5.         the sale of all or substantially all of the assets of			Alcan, other than (a) to an owner or owners of at least two-thirds			of Alcan's Common Shares, or (b) in a manner so that the acquirer is			thereafter controlled as to at least two-thirds of its voting			securities by the owner or owners of at least two-thirds of Alcan's			Common Shares, provided in each case that there is no concurrent			substantial change in the composition of the Alcan's Board of			Directors; 

	 

Page 11

	 
 
6.         the completion of the corporate approvals necessary on			the part of Alcan to give effect to any amalgamation, merger,			arrangement, reorganization, continuance or consolidation (or			substantially similar transactions or series of transactions) in			respect of Alcan pursuant to which Alcan will not survive as a			stand-alone publicly-traded corporation - without limitation Alcan			shall be deemed not to have survived as a stand-alone			publicly-traded corporation if (a) there is no longer a liquid			market for the Alcan Common Shares on the Toronto or New York stock			exchanges, (b) more that 50% of the Alcan Common Shares become held			by any person or group of associated persons acting together or			jointly and in concert, or (c) Alcan becomes a subsidiary of another			corporation; or

7.         any occurrence pursuant to which individuals who were the			incumbent Directors on 1 November 2005 cease for any reason to			constitute at least two-thirds of Alcan's Board, provided that any			individual who became a Director subsequently whose election or			appointment was approved by at least two-thirds of the incumbent			Directors shall also be considered to be an incumbent Director, but			further provided that no individual elected or appointed initially			as a result of an actual or threatened proxy contest or solicitation			of proxies or in connection with amalgamation, merger, arrangement,			reorganization, consolidation or share exchange acquisition			transaction (or substantially similar transactions or series of			transactions) shall be deemed to be an incumbent Director.

For			the purposes hereof a substantial change in the composition of the			Alcan's Board of Directors shall be any change involving the			departure of at least three Directors or any other change pursuant			to which the Directors in office prior thereto cease to constitute			at least two-thirds of the members of the Board.  In addition, any			"change of control event" which occurs for the purposes of a change			of control agreement in force between Alcan and an employee of Alcan			or one of its subsidiaries as of the date hereof shall be deemed to			be a Change of Control Event hereunder in relation to that employee.
  **Automatic Redemption**If			you, your designated beneficiary or the legal representative of your			estate do not file the Redemption Form as described above, then the			redemption shall take place ***on 15 December of the next			calendar year following the year of the earliest of your termination			of employment, retirement or death.***  
**Additional**

**DSUs after Termination of employment, Retirement or Death**
During the period between termination of employment, retirement or			death and the actual payment date, your DSUP account will be			credited with Additional DSUs whenever cash dividends are declared			on Alcan Common Shares (see page 8).  
**Payment of**

**redeemed**
**DSUs**The			cash value of your DSUP account, determined as above, will be paid			by the Alcan Group Company in Canada that last employed you (Final			Canadian Alcan Employer).  If you were employed by more than one			Alcan Group Company in Canada while you participated in the DSUP,			your Final Canadian Alcan Employer shall be reimbursed by
	 

Page 12

	 
 
each of			your other Alcan employers in Canada for an amount equal to the			portion of the EPA DSUs, TSR DSUs and vested discretionary DSUs			redeemed by you, including any amount withheld in respect of taxes			and other source deductions, that is attributable (as determined by			the DSUP administrator) to your period of employment with each such			Alcan employer in Canada.  If you were employed by only one Alcan			Group Company in Canada while you participated in the DSUP, there			will be no such reimbursement and the EPA DSUs, TSR DSUs and vested			discretionary DSUs redeemed by you shall be paid only by your Final			Canadian Alcan Employer.

The			cash value of your DSUP account, determined as above, will in any			event be paid on or before the earlier of (a) 30 days from the date			of redemption or (b) 31 December of the next calendar year following			the year of the earliest of your termination of employment from the			Alcan Group of Companies, retirement or death. 

Federal and Provincial taxes will be deducted from such payment as			required by law irrespective of the country of residence at the time			of redemption.
	 

Page 13
** **
**Risks	and Uncertainties**

The Value	of a DSU is based on the price of an Alcan Common Share (see page 6). No	amount shall be paid under the DSUP, the EPA Plan, the TSR Performance Plan,	or any other arrangement (nor will any other form of benefit be conferred)	to compensate you or your beneficiary or estate, as the case may be, should	the price of an Alcan Common Share be lower on redemption than at the time	of election.

Unless	otherwise determined by the Board, the DSUP will	remain an unfunded obligation of Alcan and all benefits payable under the	DSUP represent merely unfunded, unsecured promises of Alcan to pay a sum of	money in the future. No funds will be contributed by any person to a third	party or otherwise set aside to secure benefits under the DSUP.

**Non-Alienation**

Except for	the designation of your beneficiary (see page 9), no transfer by you or your	beneficiary or estate, as the case may be, of any right to any payment or	benefit under the DSUP, whether by operation of law or otherwise, and	whether by means of alienation by sale, transfer, assignment, bankruptcy,	pledge, attachment, charge or encumbrance of 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.
****Page 14

 

**Amendment or**

**Termination of DSUP by**

**Alcan**

	 

The DSUP	may be amended or terminated at any time by the Alcan Board of Directors	provided that such amendment or termination shall not reduce any rights	which you have acquired prior to the amendment or termination date. No such	amendment or termination shall contravene the requirements of Income Tax	Regulation 6801(d). The Board of Directors will determine the termination	date of the DSUP.

In the	event of termination of the DSUP and for greater certainty, any EPA Value	granted to you after the date the DSUP is terminated will be paid under the	EPA Plan in cash, and no part of such EPA Value will be issued in DSUs and	any TSR Value granted to you after the date the DSUP is terminated will be	paid under the terms of the TSR Performance Plan. Additional DSUs in respect	of dividends declared on Alcan Common Shares will not continue to accumulate	in your DSUP account. No new participant will be admitted to the DSUP after	that date.

If the DSUP	is terminated, the cash value of all DSUs in your account will be determined	in accordance with page 6 on the date of the termination of the DSUP and	these DSUs will be redeemed as soon as possible following the termination of	the DSUP. 

**Administration**

Once every	year, you will be provided with a statement showing the transactions in your	DSUP account including the vested status of your Discretionary DSUs (if	any).

On‐going	administration of the DSUP will be handled jointly by Alcan's Corporate	Human Resources (Executive Compensation) Department and Alcan Compensation	Services Canada.

The DSUP is	governed by the laws of the Province of Québec and the laws of Canada.

Page 15

	 

If any part	of the DSUP is determined to be void or unenforceable, the validity and	enforceability of remaining parts of the DSUP will not be affected as a	consequence.

Nothing	contained in the DSUP will be deemed to give an employee the right to be	retained in the service of any Alcan Group Company or to interfere with the	rights of any Alcan Group Company to discharge or lay off an employee at any	time.
****Page 16

*** ***

**ALCAN	INC. DEFERRED SHARE UNIT PLAN**

	 

**Annual	Election Form for the EPA Year _________________**

	 

**I, 	                                                                                	,hereby exercise my option with respect to participation in the	Alcan Deferred Share Unit Plan (DSUP) in respect of the value of my EPA for	the above EPA year as follows:**

	 

**        		%     in DSUP**

**        		%     in cash**

** 	100%     Total**

	 

**I	understand and acknowledge that:**

	 

**1. This	election is irrevocable, and**

**2. I have	read and understood the booklet setting out the terms of the DSUP.**

**3. For the	EPA Year commencing                              , my election to	participate in the DSUP will be conditional upon receipt by Alcan of the	advance tax ruling described on page 3 of the booklet setting out the terms	of the DSUP.**

**I hereby	recognize that any advantage derived from my participation in the DSUP is	solely as a result of a provision of the Canadian Tax Laws and therefore has	no compensation value.  If I become ineligible to participate in the DSUP by	virtue of an international assignment or otherwise, I will receive no	compensation from Alcan for the loss of such eligibility.**

 

**                                                  **

**Signature**

	 

**                                                  **

**Employee	Number**

	 

**                                                  **

**Date**

*** ***

*** ***

***This	election form must be returned by _______________ to the Plan Administrator;	or to Alcan's Human Resources (Executive Compensation) Department.***

***If you do	not return this form as aforesaid, you mill be deemed to have declined	participation in the DSUP for the above EPA year.***

Page 17

*** ***

**ALCAN	INC. DEFERRED SHARE UNIT PLAN**

	 

**TSR Value	Election Form for the Performance Period**

**commencing	                              and ending 	                                    **

	 

**I, 	                                	                                                ,hereby exercise	my option with respect to participation in the Alcan Deferred Share Unit	Plan (DSUP) in respect of the value of my TSR Performance Plan for the above	Performance Period as follows:**

	 

	 

**        		%     in DSUP**

**        		%     in cash**

** 	100%     Total**

	 

**I	understand and acknowledge that:**

	 

**1. This	election is irrevocable, and**

**2. I have	read and understood the booklet setting out the terms of the DSUP.**

**I hereby	recognize that any advantage derived from my participation in the DSUP is	solely as a result of a provision of the Canadian Tax Laws and therefore has	no compensation value.  If I become ineligible to participate in the DSUP by	virtue of an international assignment or otherwise, I will receive no	compensation from Alcan for the loss of such eligibility.**

	 

	 

**                                                  **

**Signature**

	 

**                                                  **

**Employee	Number**

	 

**                                                  **

**Date**

	 

***This	election form must be returned at least 12 months prior to the end of the	Performance Period to the Plan Administrator; or to Alcan's Human Resources	(Executive Compensation) Department. ***

***If you do	not return this form as aforesaid, you mill be deemed to have declined	participation in the DSUP for the above Performance Period.***
******Page 18

*** ***

**ALCAN	INC. DEFERRED SHARE UNIT PLAN**

	 

**Beneficiary	Designation Form**

**I, 	                                   , being a Participant of the Deferred	Share Unit Plan (DSUP) hereby designate the following person as my	Beneficiary for purposes of the DSUP and acknowledge that said person is:**

	 

**Name:     	                                                                 **

	 

**Address: 	                                                                 **

**                   	                                                                 **

	 

**Under the	terms of the DSUP, I reserve the right to revoke this designation and to	designate another person as my Beneficiary.**

	 

**                                                  **

**Signature**

	 

**                                                  **

**Employee	Number**

	 

**                                                  **

**Date**
****Page 19

*** ***

**ALCAN	INC. DEFERRED SHARE UNIT PLAN**

	 

**Change of	Beneficiary Form**

	 

**I,			                                             , being a			Participant of the Deferred Share Unit Plan (DSUP) hereby revoke the			Designation of                                                			as my Beneficiary for purposes of the DSUP and designate instead:**

	 

**Name:     	                                                                 **

	 

**Address: 	                                                                 **

**                   	                                                                 **

	 

**Under the	terms of the DSUP, I reserve the right to revoke this designation and to	designate another person as my Beneficiary.**

	 

**                                                  **

**Signature**

	 

**                                                  **

**Employee	Number**

	 

**                                                  **

**Date**** **
 Page 20

 

**ALCANINC. DEFERRED SHARE UNIT PLAN**

 

**Redemption Form**

 

**1.       Participant's name:                                                                                             **

**2.       I am:**

 

**___    the Participant**

**___    the Beneficiary of the Participant**

**___    a legal representative of the estate of the Participant**

 

**3.       I hereby wish to redeem the Deferred Share Units vested in the name ofthe Participant in followingproportion:**

 

**___    Partial Redemption:                     _____ % of Deferred Share Units**

**___    Complete Redemption (i.e. 100% of Deferred Share Units)**

 

**4.    I herebywish to redeem the Deferred Share Units on the following date:**

 

**                                          **

***Redemption Date****

 

**                                                  **

**Signature**

 

**                                                  **

**Employee Number(if applicable)**

 

**                                                  **

**Date**

 

***Please referto the Deferred Share Unit Plan Booklet for instructions.**

Page 21