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EXHIBIT 10.16.:  EMPLOYMENT AGREEMENT

                              EMPLOYMENT AGREEMENT

      AGREEMENT, dated this 23rd day of February 2001 (this
"Agreement"), among Alcan Aluminium Limited, a Canadian corporation (the
"Employer"), with offices at 1188 Sherbrooke Street West, Montreal, Quebec,
Canada, and Travis Engen (the "Employee").

     1.   EMPLOYMENT, DUTIES AND AGREEMENTS.

     (a)  The Employer hereby agrees to employ the Employee as the President and
          Chief Executive Officer of the Employer and to nominate the Employee
          for re-election as a member of the Board of Directors of the Employer
          (the "Board") and the Employee hereby accepts such positions and
          agrees to serve the Employer in such capacities during the employment
          period fixed by Section 4 hereof (the "Employment Period"). The
          Employee shall report solely and directly to the Board. The Employee's
          duties and responsibilities shall be such duties and responsibilities
          that are consistent with the positions of President, Chief Executive
          Officer and Director.

     (b)  During the Employment Period and as long as the Employer shall not be
          in default of a material obligation hereunder, excluding any periods
          of vacation and sick leave to which the Employee is entitled, the
          Employee shall devote substantially all of his business time and
          attention to the performance of his duties and responsibilities
          hereunder. Notwithstanding any provision to the contrary, nothing
          herein shall prohibit the Employee from (i) acting or serving as a
          director, trustee, committee member or principal of any type of
          business or civic or charitable organization except where such service
          is inconsistent with the non-competition provision referred to in
          Section 9(a) hereof or otherwise inconsistent with the effective
          completion of his responsibilities hereunder and provided that the
          Employee has received the prior approval in writing of the Personnel
          Committee (or equivalent committee) of the Board

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which shall not be unreasonably withheld, and (ii) managing his
personal, financial and legal affairs.

2.   COMPENSATION.

     (a)  As compensation for the agreements made by the Employee herein and the
          performance by the Employee of his obligations hereunder, during the
          Employment Period, the Employer shall pay the Employee, not less than
          once a month pursuant to the Employer's normal and customary payroll
          procedures, a base salary at the rate of not less than $1,200,000 per
          annum (the "Base Salary").

     (b)  In addition to the Base Salary, for each of calendar years 2001
          through 2005, the Employee shall be entitled to a bonus (the "Annual
          Bonus") based on an established target bonus level and the achievement
          of performance objectives. The Annual Bonus shall be determined on a
          calendar year basis and the Employee shall be entitled to a full
          year's Annual Bonus with respect to calendar year 2001 (i.e., without
          proration relating to the commencement of the Employment Period after
          January 1, 2001). The target bonus (the "Target Bonus") level for each
          such year and the performance objectives shall be determined in a
          manner and a level consistent with the Employer's past practice. The
          minimum amount of the Annual Bonus for calendar year 2001 shall be not
          less than 100% of the Employee's Base Salary, regardless of the
          achievement of the performance objectives for such calendar year.

     (c)  On the date of this Agreement, the Employer shall grant the Employee
          an option (the "Option") to purchase shares of the Employer's common
          stock and such Option shall become exercisable at a price and
          according to the conditions as set forth in the Option Agreement
          attached as Schedule I hereto. Notwithstanding Schedule I, such
          options will become fully vested and exercisable upon the termination
          of the Employee's employment by the Employer without Cause, by the
          Employee for Good Reason or upon a Change of Control (as defined
          below), provided that to the extent the minimum waiting periods
          stipulated by law or listing regulations have not expired as of the
          date of termination of employment or Change of Control, such options
          shall become fully vested and exercisable on the expiration of such
          minimum waiting periods. Notwithstanding any provision in this
          Agreement or any other agreement or document to the contrary, and upon
          becoming exercisable, the Option and any

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other stock options granted to the Employee under any plan, practice, policy or
program of the Employer, shall remain outstanding and exercisable for the full
ten (10) year period from the date such stock option was issued regardless of
any termination of Employee's employment.

     (d)  During the Employment Period, the Employee shall be entitled to
          participate in all long-term incentive compensation practices,
          policies and programs of the Employer and its affiliated companies
          which are made available generally to other executive officers of the
          Employer and its affiliated companies. The term "affiliated companies"
          means all companies controlled by the Employer.

     (e)  The amounts of the Base Salary, Target Bonus and long term incentive
          opportunities shall be reviewed from time to time in a manner
          consistent with the Employer's past practice based on competitive
          market pay levels.

3.   BENEFITS, PERQUISITES AND EXPENSES

     (a)  During the Employment Period: (i) the Employee shall be entitled to
          participate in all savings and retirement plans, practices, policies
          and programs of the Employer and its affiliated companies which are
          made available to any other executive officers of the Employer and its
          affiliated companies; and (ii) the Employee and/or the Employee's
          family, as the case may be, shall be eligible for participation in,
          and shall receive all benefits under, all welfare benefit plans,
          practices, policies and programs provided by the Employer and its
          affiliated companies (including, without limitation, medical,
          prescription, dental, disability, life insurance, group life
          insurance, short- and long-term disability, accidental death and
          travel accident insurance plans and programs) which are made available
          to any other executive officers of the Employer and its affiliated
          companies.

     (b)  During the Employment Period, the Employee shall be entitled to paid
          vacation in accordance with the Employer's practice and policies. The
          ability to carry forward vacation time shall be subject to the
          Employer's vacation policy applicable to executive officers of the
          Employer as in effect from time to time.

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     (c)  The Employer shall pay or promptly reimburse the Employee for any
          fees, dues and expenses with respect to any club, society, or
          organization in which the Employee is a member provided that such
          memberships are reasonably necessary to assist the Employee in
          performing his duties and responsibilities hereunder. The Employer
          shall provide the Employee with a supplemental cash payment to
          gross-up the Employee for any tax liability incurred with respect to
          any such payment or reimbursement, including any such liability
          incurred with respect to the payment provided for by this sentence.

     (d)  The Employer shall pay or promptly reimburse the Employee for the
          costs of obtaining financial and tax planning advice and preparation
          of tax returns by a leading international accounting firm chosen by
          the Employee for each relevant jurisdiction in connection with the
          employment of the Employee hereunder during the Employment Period and
          for the year in which the Employment Period terminates. The Employer
          shall provide the Employee with a supplemental cash payment to
          gross-up the Employee for any tax liability incurred with respect to
          any such payment or reimbursement, including any such liability
          incurred with respect to the payment provided for by this sentence.

     (e)  The Employer shall pay or promptly reimburse the Employee for all
          expenses incurred by the Employee or the Employee's spouse in
          connection with the performance of the Employee's duties hereunder,
          including without limitation any travel (including without limitation
          the use of a car service to travel from home to the office),
          accommodation or meals and entertainment costs. The Employer shall
          provide the Employee with a supplemental cash payment to gross-up the
          Employee for any tax liability incurred with respect to any such
          payment or reimbursement, including any such liability incurred with
          respect to the payment provided for by this sentence.

     (f)  During the Employment Period, the Employee shall be entitled to the
          use of a limousine service for business related transport in
          accordance with the Employer's policies.

     (g)  In order to compensate the Employee for any additional income tax
          liability that he may be subject to in Canada or any other non-U.S.
          jurisdiction as a result of his employment hereunder, the Employer
          shall provide the Employee with quarterly tax-equalization payments,
          such that the Employee's net income after taxes from all compensation
          received by

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          Employee from the Employer is equal to what his net income after taxes
          would have been if such amounts were earned in New Canaan,
          Connecticut. The quarterly payments will be based on estimates
          calculated by a leading international accounting firm chosen by the
          Employee, on behalf of the Employee and Employer. Upon the filing of
          the Employee's final tax returns each year, the accounting firm shall
          calculate the total tax-equalization amount and determine whether
          there is a shortfall or excess between such amount and the quarterly
          payments paid to the Employee in respect of such tax year. If there is
          a shortfall, the Employer shall pay the Employee the difference, and,
          if there is an excess, the Employee shall pay the Employer such
          difference. In the event any governmental taxing authority audits or
          otherwise challenges the Employee's tax liability determined by the
          international accounting firm, the Employer shall advance all costs of
          defending the calculation and shall indemnify the Employee and hold
          the Employee harmless from any and all costs and liabilities related
          to such governmental taxing authority's audit or other action.

     (h)  As regards the pension benefits to which the Employee would normally
          be entitled as a employee of the Employer, the Employer shall adjust
          its retirement programs as regards the rights and interests of the
          Employee so as to meet the requirements of SCHEDULE II attached
          hereto.

4.   EMPLOYMENT PERIOD.

     The Employment Period shall commence on March 12, 2001 (the "EFFECTIVE
DATE") and shall end on the day preceding the fifth anniversary of the Effective
Date (the "SCHEDULED TERMINATION DATE"); provided, however, that on the fifth
anniversary of the Effective Date, and on every anniversary of the Effective
Date thereafter, the Employment Period shall be extended for a period of one
year (and the Scheduled Termination Date shall also be extended until the day
preceding such anniversary date) unless either party gives notice to the other
at least ninety (90) days before such anniversary date that such party is
electing not to extend the Employment Period. Notwithstanding the foregoing, the
Employee's employment hereunder may be terminated during the Employment Period
upon the earliest to occur of the following events (at which time the Employment
Period shall be terminated):

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     (a)  DEATH.  The Employee's employment hereunder shall terminate upon his
          death.

     (b)  DISABILITY.  The Employer shall be entitled to terminate the
          Employee's employment hereunder for "DISABILITY" being the disability
          of the Employee as defined according to the Employer's applicable
          Long-Term Disability program and insurance policies.

     (c)  CAUSE.  The Employer may terminate the Employee's employment hereunder
          for Cause. For purposes of this Agreement, the term "CAUSE" shall
          mean: (i) the willful failure of the Employee substantially to perform
          the Employee's duties under this Agreement (other than as a result of
          physical or mental illness or injury) that has a material adverse
          effect on the Employer, after the Board delivers to the Employee a
          written demand for substantial performance that specifically
          identifies the manner in which the Board believes that the Employee
          has not substantially performed the Employee's duties; and (ii) the
          willful engaging by the Employee, in the Employee's capacity as an
          employee of the Employer, in illegal conduct or gross misconduct which
          is materially and demonstrably injurious to the Employer. Any act or
          failure to act that is based upon authority given pursuant to a
          resolution duly adopted by the Board, or the advice of counsel for the
          Employer, shall not constitute Cause. For purposes of this SECTION
          4(c), any act or failure to act by the Employee shall not be
          considered "willful" unless done by the Employee not in good faith and
          without reasonable belief that the Employee's action or omission was
          in the best interests of the Employer. Cause shall not exist unless
          and until the Employer has delivered to the Employee, within ninety
          (90) days after the Employer becomes aware of the proposed basis
          giving rise to Cause, a copy of a resolution duly adopted by a
          majority of the Board at a meeting of the Board called and held for
          such purpose (after reasonable but in no event less than thirty (30)
          days' notice to the Employee and an opportunity for the Employee,
          together with his counsel, to be heard before the Board), finding
          that, in the good faith opinion of the Board, the Employee was guilty
          of the conduct set forth above and specifying the particulars thereof
          in detail. The Employee shall have the right to cure the same, to the
          extent reasonably susceptible to cure, within thirty (30) days of the
          date of such written notice. This SECTION 4(c) shall not prevent the
          Employee from challenging in any court of competent jurisdiction the
          Board's determination that Cause exists or that the Employee has

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          failed to cure any act (or failure to act) that purportedly formed the
          basis for the Board's determination.

     (d)  Good Reason. The Employee may terminate his employment hereunder for
          "GOOD REASON," for any of the following reasons enumerated in this
          SECTION 4(d) (and such termination shall be treated as if it were a
          termination by the Employer without Cause, and not a voluntary
          termination by the Employee): (i) the assignment to the Employee of
          any duties inconsistent with SECTION 1(a) of this Agreement, or any
          other action by the Employer that results in a diminution in the
          Employee's position, authority, status, duties or responsibilities as
          they currently exist, or any failure to reelect the Employee to any
          positions or offices the Employee held as contemplated hereunder; (ii)
          any reduction by the Employer of the Employee's Base Salary or Target
          Bonus or in any material term or condition of his compensation or
          benefits as they currently exist, or failure to comply with, or breach
          of, any of the provisions of this Agreement or any other agreement
          related to the Employee's employment or other relationship with the
          Employer, other than an isolated, insubstantial and inadvertent
          failure not occurring in bad faith and which is remedied by the
          Employer promptly after receipt of notice thereof given by the
          Employee; (iii) a Change of Control (as defined in SCHEDULE III
          attached hereto); (iv) if the Employee, having accepted to be
          nominated, is not re-elected at each annual general meeting of the
          shareholders of the Employer following the date hereof at which such
          an election is required under the Articles of Incorporation or Bylaws
          of the Employer, as the case may be; (v) if the Employee is removed as
          a member of the Board at any time during the Employment Period; or
          (vi) any purported termination of the Employee's employment by the
          Employer for a reason or in a manner not expressly permitted by this
          Agreement. Termination by the Employee pursuant to this SECTION 4(d)
          shall not be effective until the Employee delivers to the Board a
          notice specifically identifying the conduct of the Employer which the
          Employee believes constitutes a reason enumerated in this SECTION 4(d)
          and, to the extent reasonably susceptible to cure, the Employee
          provides the Board thirty (30) days to remedy such conduct. This
          SECTION 4 (d) shall not prevent the Employer from challenging in any
          court of competent jurisdiction the Employee's determination that
          "Good Reason" exists or that the Employer has failed to cure any act
          (or failed to act) that purportedly formed the basis for Employee's
          determination.

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     (e)  WITHOUT CAUSE.  The Employer may terminate the Employee's employment
          hereunder without Cause, provided that the Employer provides the
          Employee with notice of its intent to terminate the Employee's
          employment without Cause at least thirty (30) days in advance of the
          Date of Termination (as defined below).

     (f)  WITHOUT GOOD REASON.  The Employee may terminate his employment
          hereunder without Good Reason, provided that the Employee provides the
          Employer with notice of his intent to terminate his employment without
          Good Reason at least thirty (30) days in advance of the Date of
          Termination (as defined below).

     (g)  PUBLIC ANNOUNCEMENT OF TERMINATION.  The Employee and the Employer
          shall exercise reasonable efforts to mutually agree on the time,
          method and content of any public announcement regarding the Employee's
          termination of employment hereunder. Neither the Employee nor the
          Employer shall make any public statements which are inconsistent with
          the information which has been so agreed upon by the Employer and the
          Employee and the parties hereto shall cooperate with each other in
          refuting any public statements made by other persons, which are
          inconsistent with the information mutually agreed upon between the
          Employee and Employer as described above.

5.   TERMINATION PROCEDURE.

     (a)  NOTICE OF TERMINATION.  Any termination of the Employee's employment
          by the Employer or by the Employee during the Employment Period (other
          than termination pursuant to SECTION 4(a)) shall be communicated by
          written "NOTICE OF TERMINATION" to the other party hereto in
          accordance with SECTION 15(a) hereof. For purposes of this Agreement,
          a Notice of Termination shall mean a notice which shall indicate the
          specific termination provision in this Agreement relied upon and shall
          set forth in reasonable detail the facts and circumstances claimed to
          provide a basis for termination of the Employee's employment under the
          provision so indicated and shall attach any prior notices required
          under SECTION 4.

     (b)  DATE OF TERMINATION.  "DATE OF TERMINATION" shall mean (i) if the
          Employee's employment is terminated by his death, the date of his
          death, (ii) if the Employee's employment is terminated pursuant to
          SECTION 4(b), thirty (30) days after Notice of Termination (provided


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          that the Employee shall not have returned to the substantial
          performance of his duties during such thirty (30) day period), (iii)
          if the Employee's employment is terminated pursuant to SECTIONS 4(E)
          or 4(F), a date specified in the Notice of Termination which is at
          least thirty (30) days from the date of such notice as specified in
          such SECTIONS 4(E) or 4(F); and (iv) if the Employee's employment is
          terminated for any other reason, the date on which a Notice of
          Termination is given or any later date (within thirty (30) days (or
          any alternative time period agreed upon by the parties) after the
          giving of such notice) set forth in such Notice of Termination.

6.   TERMINATION PAYMENTS.

     (a)  WITHOUT CAUSE OR FOR GOOD REASON.  In the event of the termination of
          the Employee's employment during the Employment Period by the Employer
          without Cause or by the Employee for Good Reason, the Employee shall
          be entitled to:

          (i)   a payment of (A) the Employee's Base Salary through the Date of
                Termination (to the extent not theretofore paid), (B) any earned
                but unpaid Annual Bonus in respect of the year ending prior to
                or coincident with the Date of Termination, (C) any accrued
                vacation pay, and (D) any unreimbursed expenses under SECTION
                3(c), (d), (e) and (g) (together, the payments under SECTION
                6(a)(i)(A), (B), (C), and (D), the "ACCRUED OBLIGATIONS");

          (ii)  a lump-sum payment equal to the product of (A) the greater of
                (x) the quotient of the number of full and partial months from
                the Date of Termination to the Scheduled Termination Date,
                divided by twelve (12), and (y) three (3), and (B) the
                Employee's highest annualized Base Salary in effect during the
                Employment Period and Target Bonus (assuming a Target Bonus
                equal to one hundred percent (100%) of the Employee's highest
                annualized Base Salary and all performance objectives have been
                met);

          (iii) immediate acceleration of vesting and exercisability of all
                stock grants, stock options and any other incentive
                compensation;

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          (iv) an additional service credit (for all purposes, including without
               limitation vesting and benefit accrual) under the Employer's
               Supplemental Executive Retirement Plan (SERP) in accordance with
               SCHEDULE II, to bring the total years of service to five (5)
               years under SCHEDULE II; and

          (v)  continuation of all benefits provided in SECTION 3 hereunder from
               the Date of Termination to the later of (A) the Scheduled
               Termination Date, or (B) the third anniversary of the Date of
               Termination.

     (b)  CAUSE OR WITHOUT GOOD REASON.  If the Employee's employment is
          terminated during the Employment Period by the Employer for Cause or
          by the Employee without Good Reason, the Employer shall pay to the
          Employee: (i) the Accrued Obligations, and (ii) a pro-rata portion of
          the Target Bonus (assuming a Target Bonus equal to one hundred percent
          (100%) of the Employee's annualized Base Salary then in effect and all
          performance objectives have been met).

     (c)  DEATH OR DISABILITY.  If the Employee's employment is terminated
          during the Employment Period as a result of the Employee's Death or
          the Employee's Disability, the Employee or the Employee's estate or
          legal representative, as the case may be, shall be entitled to receive
          the proceeds of the insurance policies and similar employee benefit
          plans and policies referred to under SECTION 3 above and, except as
          set forth in SCHEDULE IV attached hereto, no further compensation from
          the Employer.

     (d)  TIME OF PAYMENTS.  Unless otherwise specified in this Section 6 or in
          the policies and plans referred to in SECTION 6(c), all payments due
          under this SECTION 6 shall be paid no later than ten (10) days after
          the Date of Termination.

     (e)  SCHEDULED TERMINATION DATE.  Notwithstanding anything else contained
          herein and for the purposes of clarity, the Employee shall not be
          entitled to receive any termination payments or other payments similar
          to those referred to under this SECTION 6 (other than Accrued
          Obligations) in the event that this Agreement terminates on the
          Scheduled Termination Date.


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7.   NON-EXCLUSIVITY OF RIGHTS.

     Any vested benefits and other amounts that the Employee is otherwise
     entitled to receive under any employee benefit plan, policy, practice or
     program of the Employer or any of its affiliated companies shall be payable
     in accordance with such employee benefit plan, policy, practice or program
     as the case may be, except as explicitly modified by this Agreement.

8.   FULL SETTLEMENT; NO DUTY TO MITIGATE.

     (a)  The Employer's obligation to make the payments provided for in, and
          otherwise to perform its obligations under, this Agreement shall not
          be affected by any set off, counterclaim, recoupment, defense or other
          claim, right or action that the Employer may have against the Employee
          or others.

     (b)  In no event shall the Employee be obligated to seek other employment
          or take any other action by way of mitigation of the amounts payable
          to the Employee under any of the provisions of this Agreement, and
          such amounts shall not be reduced, regardless of whether the Employee
          obtains other employment.

9.   CONFIDENTIALITY OF INFORMATION; DUTY OF NON-DISCLOSURE; NON-COMPETITION.

     (a)  CONFIDENTIALITY AND NON-COMPETITION.  The Employee acknowledges and
          agrees that his employment as President and Chief Executive Officer of
          the Employer under this Agreement is conditional upon his agreeing to
          be bound by the Confidentiality Undertaking attached hereto as
          SCHEDULE V and the Non-Competition Undertaking attached hereto as
          SCHEDULE VI.

     (b)  REMEDIES.  The parties hereto hereby declare that the payment of money
          as damages or indemnification by the Employee to the Employer will
          alone be inadequate compensation for the loss and damages that will
          accrue to the Employer by reason of a failure by the Employee to
          perform any of his obligations under this SECTION 9. Accordingly, if
          the Employer institutes any action or proceeding to enforce the
          provisions hereof, to the extent permitted by applicable law, the
          Employee hereby waives the claim or defense that the Employer

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          has an adequate remedy at law, and the Employee shall not urge in any
          such action or proceeding the defense that any such remedy exists at
          law.

     (c)  SURVIVAL OF COVENANTS.  This SECTION 9 and the undertakings referred
          to herein shall survive the termination of the Employment Period.

10.  NON-SOLICITATION.

     During the Employment Period and for a period of two (2) years following
     the Date of Termination, the Employee shall not directly or indirectly
     induce any employee of the Employer or any of its subsidiaries to terminate
     employment with such entity, and shall not employ or offer employment to
     any person who is or was employed by the Employer or a subsidiary thereof
     unless such person shall have ceased to be employed by such entity for a
     period of at least three (3) months.

11.  INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE.

     (a)  GENERAL.  The Employer undertakes to indemnify the Employee in
          accordance with SCHEDULE VII.

     (b)  DIRECTORS' AND OFFICERS' INSURANCE.  The Employer shall maintain
          appropriate and customary directors' and officers' liability insurance
          for the benefit of the Employee, and the Employee shall be entitled to
          the protection of any other insurance policies the Employer or any of
          its affiliates from time to time maintains for the benefit of its
          senior executive officers and directors (or substantially similar
          policies) respecting liabilities, costs, charges, and expenses of any
          type whatsoever incurred or sustained by the Employee (or the
          employee's legal representatives or other successors) in connection
          with any action, suit or proceeding to which the Employee (or the
          Employee's legal representatives or other successors) may be made a
          party or may be threatened to be made a party by reason of the
          Employee's being or having been a director, officer, employee or agent
          of the Employer or serving or having served at the request of the
          Employer as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise.


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     (c)  SURVIVAL OF OBLIGATION.  This SECTION 11 and the undertakings referred
          to herein shall survive the termination of the Employment Period.

12.  CHANGE OF CONTROL PROVISIONS.

     (a)  The Employer shall enter into with the Employee a Change of Control
          Agreement in the form attached hereto as SCHEDULE III. Notwithstanding
          anything to the contrary in SCHEDULE III or in any other agreement or
          arrangement, nothing in SCHEDULE III shall diminish, reduce or
          otherwise adversely affect the payments, rights and benefits provided
          to Employee in this Agreement, including without limitation the
          payments, rights and benefits that the Employee becomes entitled to as
          a result of a Change of Control. Accordingly, in the event any
          provision in SCHEDULE III (or any successor Change of Control
          Agreement) conflicts or is otherwise inconsistent with any provision
          of this Agreement, this Agreement shall govern. In addition, the
          definition of Change of Control provided in SCHEDULE III shall apply
          to this Agreement even after the expiration of SCHEDULE III, unless
          any new Change of Control Agreement specifically provides that it is
          intended to replace the definition of Change of Control in this
          Agreement.

     (b)  In the event of a Change of Control (as defined in SCHEDULE III), in
          addition to the payments provided under SECTION 6 or under any other
          plan, program, agreement or arrangement, the Employee shall further be
          entitled to additional payments equal to: (A) any excise taxes imposed
          by Section 4999 of the Internal Revenue Code of 1986 (the "CODE") (or
          any similar taxes or charges imposed by any other state or
          jurisdiction, including without limitation Canada) on the payments or
          benefits to or for the benefit of the Employee provided for herein or
          under any other plan, program, agreement or arrangement of the
          Employer (or any member of the Employer's affiliated group as such
          term is defined in Section 1504 of the Code, without regard to Section
          1504(b) thereof); and (B) any such excise taxes and any other taxes
          imposed by the Code or under the laws or regulations of any other
          state or jurisdiction (including without limitation, Canada) on the
          payments provided for in this SECTION 12.

     (c)  The Employer shall pay to the Employee the payments provided for in
          this Section 12 as soon as practical following the determination of
          the tax counsel referred to below. Tax counsel selected by the
          Employee and reasonably acceptable to the Employer shall


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          determine on behalf of the Employee and the Employer whether the
          payments provided for by this SECTION 12 shall be required. Tax
          counsel shall determine that payments shall be necessary only if, and
          to the extent that, it is more likely than not that the payments or
          benefits are subject to a tax. In making the determinations required
          by this SECTION 12, tax counsel may rely on benefit consultants,
          accountants or other experts. The Employer hereby agrees to pay all
          reasonable fees and expenses of such tax counsel and other experts.
          If, subsequent to the payment to the Employee of payments pursuant to
          this SECTION 12, the tax counsel referred to in this SECTION 12
          reasonably determines that the amount of the payments paid pursuant to
          this SECTION 12 are less or more than the amount required to have been
          paid, then based on such determination, the Employer shall pay to the
          Employee any shortfall and the Employee shall repay any overpayment to
          the Employer. In the event that tax counsel referred to in this
          SECTION 12 reasonably determines that the Employee is required to pay
          interest or penalties to a governmental taxing authority as a result
          of his non-payment of taxes in accordance with any prior determination
          pursuant to this SECTION 12, the Employer shall pay to the Employee an
          additional amount equal to (i) the amount of such interest and/or
          penalties and (ii) any excise tax and any other taxes imposed by the
          Code or under the laws of any state or jurisdiction on the payments
          provided for in this sentence. Nothing in this SECTION 12 shall be
          interpreted as absolving the tax counsel from any professional
          responsibility with respect to his determinations hereunder.

13.  LEGAL FEES.  The Employer shall reimburse the Employee for legal and other
     professional fees (based upon a reasonable hourly rate) and reasonable
     out-of-pocket expenses and other fees incurred in connection with the
     preparation of this Agreement.

14.  ENFORCEMENT.

     (a)  Any disagreement, dispute, controversy or claim arising out of or
          relating to this Agreement, or the breach thereof (except as otherwise
          specified herein), shall be settled by arbitration. The arbitration
          shall be administered by the American Arbitration Association ("AAA")
          under its Commercial Arbitration Rules ("RULES") except as those Rules
          conflict with the provisions of this SECTION 14, in which case the
          provisions of this SECTION 14 shall control. Nothing herein shall
          limit the Employer's right to seek injunctive relief in a court of
          competent

                                       14
<PAGE>   15
          jurisdiction in connection with a breach by the Employee of his
          obligations under Section 9(b) of this Agreement.

     (b)  The parties shall submit the dispute to the New York City regional
          office of the AAA and the situs of the arbitration shall be the New
          York metropolitan area unless another location is otherwise agreed to
          in writing by the parties.

     (c)  The arbitration shall be conducted by a panel of three arbitrators.
          Each such arbitrator shall be an attorney admitted to practice law in
          a state of the United States. Within thirty (30) business days of the
          filing of a demand for arbitration by the claimant(s) with the New
          York City regional office of the AAA, the claimant(s) and the
          respondent(s) shall each appoint one arbitrator, and within sixty (60)
          business days of the date of their appointment, the two arbitrators
          shall appoint a third arbitrator, who shall act as chairperson. If any
          arbitrator is not appointed within the times specified above, the AAA
          or President of local bar association where appropriate shall appoint
          such arbitrator(s) in accordance with the Rules.

     (d)  The arbitration proceedings and any record thereof, including all
          submissions, shall be confidential, except as necessary to enforce the
          arbitration award.

     (e)  The Employer agrees to pay as incurred, to the full extent permitted
          by law, all legal fees (based upon a reasonable hourly rate),
          reasonable out-of-pocket expenses and all costs of any arbitration
          which the Employee may reasonably incur as a result of any arbitration
          contest (regardless of the outcome thereof) pursued or defended
          against in good faith by the Employee regarding the validity or
          enforceability of, or liability under, any provision of this Agreement
          or any guarantee of performance thereof (including as a result of any
          contest by the Employee of the amount of any payment pursuant to this
          Agreement), plus in each case interest on any delayed payment at the
          lowest rate specified to be payable by the Employer to any of its
          bankers or other arm's length lenders in respect of U.S. dollar
          denominated indebtedness.

     (f)  Judgment on the award rendered by the arbitrators shall be final and
          binding upon the parties and may be entered in any court having
          competent jurisdiction thereof.

                                       15
<PAGE>   16
15.  MISCELLANEOUS.

     (a)  NOTICES.  Any notice to be given hereunder shall be given in writing.
          Notice shall be deemed to be given when delivered by hand, or three
          (3) days after being mailed, postage prepaid, registered with return
          receipt requested, to the following addresses:

          If to the Employer:

          Alcan Aluminium Limited
          1188 Sherbrooke Street West
          Montreal, Quebec, CANADA  H3A 3G2
          Attention:  Chairman

          with a copy to:

          Senior Vice President and Chief Legal Officer

          If to the Employee:

          Travis Engen
          265 Brushy Ridge Road
          New Canaan, CT 06840
          U.S.A.

          with a copy to:

          Arthur Kohn, Esq.
          Cleary, Gottlieb, Steen & Hamilton
          One Liberty Plaza
          New York, New York  10006

     or to such other address as any party hereto may designate by notice to the
     other, and shall be deemed to have been given upon receipt.

     (b)  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
          among the parties hereto with respect to the Employee's employment
          with the Employer.

     (c)  MODIFICATION OR AMENDMENT.  This Agreement may be amended only by an
          instrument in writing signed by the parties hereto, and any provision
          hereof may be waived only by an instrument in writing signed by the
          party or parties against whom or which enforcement of

                                       16
<PAGE>   17
          such waiver is sought. The failure of any party hereto at any time to
          require the performance by any other party hereto of any provision
          hereof shall in no way affect the full right to require such
          performance at any time thereafter, nor shall the waiver by any party
          hereto of a breach of any provision hereof be taken or held to be a
          waiver of any succeeding breach of such provision or a waiver of the
          provision itself or a waiver of any other provision of this Agreement.

     (d)  SUCCESSORS.

          (i)   This Agreement is binding on and is for the benefit of the
                parties hereto and their respective successors, heirs,
                executors, administrators and other legal representatives.
                Neither this Agreement nor any right or obligation hereunder may
                be assigned by the Employer or by the Employee.

          (ii)  The Employer shall require any successor (whether direct or
                indirect, by purchase, merger, consolidation or otherwise) to
                all or substantially all of the business and/or assets of the
                Employer expressly to assume and agree to perform this Agreement
                in the same manner and to the same extent that the Employer
                would have been required to perform it if no such succession had
                taken place. As used in the Agreement, the "Employer" shall mean
                both the Employer as defined above and any such successor that
                assumes and agrees to perform this Agreement, by operation of
                law or otherwise.

          (iii) Notwithstanding the foregoing, the Employer shall have the right
                to assign all or part of its obligations hereunder to any of its
                U.S. incorporated subsidiaries provided that the Employer shall
                remain responsible on a solidary (i.e., joint and several) basis
                with the assignee as regards the obligations so assigned.

     (e)  SEVERABILITY.  Each provision hereof is severable from this Agreement,
          and if one or more provisions hereof are declared invalid, the
          remaining provisions shall nevertheless remain in full force and
          effect. If any provision of this Agreement or portion thereof is so
          broad, in scope or duration or otherwise, as to be unenforceable, such
          provision or portion thereof shall be interpreted to be only so broad
          as is enforceable.

                                       17
<PAGE>   18
     (f)  WAIVER.   The failure to enforce at any time any of the provisions of
          this Agreement or to require at any time performance by the other
          party of any of the provisions of this Agreement shall in no way be
          construed to be a waiver of such provisions or to affect the validity
          of this Agreement, or any part hereof, or the right of either party
          thereafter to enforce each and every such provision in accordance with
          the terms of this Agreement.

     (g)  TAX WITHHOLDING.  The Employer may withhold from any amounts payable
          to the Employee hereunder all federal, state, city or other taxes that
          the Employer may reasonably determine are required to be withheld
          pursuant to any applicable law or regulation.

     (h)  RULE OF CONSTRUCTION.  The parties hereto acknowledge and agree that
          each party has reviewed and negotiated the terms and provisions of
          this Agreement and has had the opportunity to contribute to its
          revision. Accordingly, the rule of construction to the effect that
          ambiguities are resolved against the drafting party shall not be
          employed in the interpretation of this Agreement. Rather, the terms of
          this Agreement shall be construed fairly as to both parties hereto and
          not in favor or against either party. This Agreement has been prepared
          in the English language at the specific request of both parties. All
          monetary amounts referred to herein are expressed in U.S. dollars
          unless otherwise stipulated as is the case for Schedule I.

     (i)  GOVERNING LAW.  This Agreement shall be governed by and construed in
          accordance with the laws of the STATE OF NEW YORK, USA, without
          reference to its principles of conflicts of law.

     (j)  COUNTERPARTS.  This Agreement may be executed in several counterparts,
          each of which shall be deemed an original, but all of which shall
          constitute one and the same instrument.

     (k)  HEADINGS.  The headings in this Agreement are inserted for convenience
          of reference only and shall not be a part of or control or affect the
          meaning of any provision hereof.

            *                *                 *                *


                                       18
<PAGE>   19


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                             Alcan Aluminium Limited

                             /s/ Dr. John R. Evans
                             -------------------------------
                             Name:    Dr. John R. Evans
                             Title:   Chairman

                             /s/ Travis Engen
                             -------------------------------
                             Travis Engen


                                       19
<PAGE>   20
                                   SCHEDULE I

                               STOCK OPTION GRANT

This Agreement made as of the 23rd day of February 2001, between:

                            ALCAN ALUMINIUM LIMITED
                                 (the "Company")
                                     - and -
                                  Travis Engen
                                (the "Optionee")

WHEREAS the Company has adopted the "Alcan Executive Share Option Plan" (the
"Plan") as set out in a Circular dated April 22, 1993 providing for the grant to
key employees of the Company and its subsidiaries of options to purchase Shares
of the Company; and

WHEREAS the Company wishes to grant an option to the Optionee subject to the
terms of the Plan and the terms contained herein and the Optionee has agreed to
accept the said grant of such option;

NOW, THEREFORE, the parties hereto agree as follows:

1.   CONSTRUCTION

     The terms and conditions of the Plan, as the same may be revised, amended
     or supplemented from time to time, shall form part of this Agreement as if
     set out at length herein. If a conflict arises between the terms of this
     Agreement and those of the Plan, the terms of the Plan shall govern,
     subject, in each case, to the relevant provisions of the Optionee's
     Employment Agreement of the same date hereof.

2.   GRANT OF OPTION

     The Company hereby grants to the Optionee the option ("C Option") to
     purchase the number of Shares ("Shares") of the Company at the subscription
     price and during the Option Period set forth below (subject to the terms of
     the Plan and this Agreement):

                                     Subscription           Option Period
       Effective         Number         Price          -------------------------
          Date         of shares     (CAD/Share)          From            To
          ----         ---------     -----------          ----            --

     March 12, 2001     579,000        $59.35
                                                        March 12,      March, 11
                                                          2001            2011

                                       20

<PAGE>   21
3.   Waiting Period

     The expression "Waiting Period" as defined in the Plan shall, in its
     application to the C Options, mean a period (ending not less than three
     months from the Effective Date) during which the Market Value of a Share
     for each of 21 consecutive trading days exceeds the minimum market value
     stated in column 1 of the following table whereupon the portion of the
     original C Option stated in column 2 of that table shall become vested in
     the Optionee for exercise at his discretion:

<TABLE>
     <S>                                         <C>
     ------------------------------------------- ---------------------------------------------------------------
                        (1)                                                   (2)
     Minimum Market Value as percentage of the       Portion of the original C Option granted which may be
         February 23, 2001 reference price:                                 exercised:
     =========================================== ===============================================================
                        120%                                           not exceeding 33%
     ------------------------------------------- ---------------------------------------------------------------
                        140%                                           not exceeding 66%
     ------------------------------------------- ---------------------------------------------------------------
                        160%                                                  100%
     ------------------------------------------- ---------------------------------------------------------------
</TABLE>

     EXCEPTIONS AND CLARIFICATIONS:

     (a)  reference is made to the Optionee's Employment Agreement with respect
          to the exceptions to the waiting period stipulations and the term of
          the C Option.

     (b)  the  Waiting  Period  shall be  waived  on the day  which is one  year
          preceding  the date of termination of the Option Period.

     (c)  the February 23, 2001 reference price shall be CAD $ 55.83.

4.   HOLDING PERIOD

     There shall not be a Holding Period for the Shares issued on the exercise
     of C Options.

5.   STOCK APPRECIATION RIGHTS

     No stock appreciation rights shall be connected with the C Option.

6.   EXERCISE OF OPTION AND SPECIAL PAYMENT ON EXERCISE

     A C Option may be exercised (in part or in whole) by the Optionee giving
     written notice to the Vice President, Human Resources of the Company (with
     a copy to the Secretary of the Company) specifying the number of Shares
     being purchased, together with payment in Canadian Dollars of the
     subscription price for such Shares. At the time of exercise of the Option
     (in whole or in part), the Optionee shall be entitled to receive from the
     Company a per share adjusting payment equal to CAD $ 3.52 in the form of
     Deferred Share Units (as defined in the Company's Deferred Share Unit
     Plan). The number of Deferred Share Units to be credited to the account of
     the Optionee will be equal to the number of options exercised multiplied by
     CAD $ 3.52 divided by the average common share trading price on the Toronto
     Stock Exchange on the date of exercise.

                                       21
<PAGE>   22


7.  INSIDERS

     Notwithstanding anything contained herein, if the Optionee is, or becomes,
     an insider of the Company for the purposes of any applicable law, the
     exercise of the Option and disposal of the Shares acquired pursuant to such
     exercise shall be subject to restrictions under such law. The Optionee
     shall be responsible for complying with all obligations arising in
     connection with the Shares under applicable securities or other laws.

8.   NOTICE

     Any notice or request which either party hereto gives to the other shall be
     in writing, and if to the Company, addressed to:

     Alcan Aluminium Limited
     P.O. Box 6090
     Montreal, Quebec, Canada
     H3C 3A7

     Attention:  Vice President, Human Resources, or
                 Secretary
                 as the case may be

     and, if to the Optionee, at his address as shown in the records of the
     Company, and in both cases to such other address as one party may designate
     in writing from time to time to the other. No notice hereunder shall be
     deemed delivered until it has been received.

9.   GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of the Province of Quebec. The Parties hereto have agreed and
     requested that this Agreement be drafted in English. Les parties ont
     convenu et requis que cette convention soit redigee en anglais.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.

ALCAN ALUMINIUM LIMITED



Per: /s/  Gaston Ouellet            Signature:  /s/  Travis Engen
     ______________________                     __________________________
        Gaston Ouellet                              Travis Engen
     Senior Vice President


                                       22



<PAGE>   23

                          RETIREMENT BENEFIT AGREEMENT

THIS AGREEMENT is made in duplicate as of the 12 of March, 2001

BETWEEN        TRAVIS ENGEN
               (hereinafter referred to as "the Executive")

                                                               OF THE FIRST PART


AND            ALCAN INC., a Corporation incorporated under the laws of Canada
               (hereinafter referred to as "Alcan").

                                                              OF THE SECOND PART

WHEREAS by Agreement dated February 23, 2001 (the "Employment Agreement"), Alcan
agreed to employ the Executive as its President and Chief Executive Officer and
as a director, and the Executive agreed to accept such positions;

WHEREAS Section 3 and Schedule II of the Employment Agreement set forth in
general terms an undertaking by Alcan to provide retirement benefits to the
Executive in the manner described in such Section and such Schedule,
respectively;

WHEREAS, in order to give effect to the above-mentioned Section and Schedule of
the Employment Agreement and in order to retain the Executive in its employ,
Alcan is entering into a retirement benefits agreement (hereinafter referred to
as the "Agreement") to pay to the Executive retirement benefits (hereinafter
referred to as the "Retirement Benefit") as herein stated;

                                       23
<PAGE>   24
NOW, THEREFORE this Agreement witnesses that the parties hereto covenant and
agree each with the other as follows:

1.   INTERPRETATION

     1.1  In this Agreement, "Plan" means Alcan's qualified pension plan in the
          United States of America called the "Alcancorp Pension Plan". Unless
          the context otherwise specifies or requires, all terms contained in
          this Agreement which are defined in the Plan shall for the purposes of
          this Agreement have the meaning given to such terms in the Plan.

     1.2  Words importing the singular number shall include the plural and vice
          versa, and words importing the masculine gender shall include the
          feminine gender.

2.   RETIREMENT, TERMINATION AND DEATH BENEFIT

     ALCAN shall, in the event of the termination of the Executive's employment
     for whatever reason, including his retirement or his death (hereinafter
     referred to as the "Date of Determination"), determine a Retirement Benefit
     payable by Alcan to the Executive or, in the event of his death, to his
     Qualified Spouse, in the manner provided in paragraph 3 below.

3.   DETERMINATION OF BENEFITS AND PAYMENTS

     3.1  The total Retirement Benefit as of the Date of Determination, in U.S.
          currency, is a monthly pension equal to the product of

          --        $6,432, and

          --        the number of years and fraction of years of service
                    rendered from 1 April 2001 by the Executive to Alcan, up to
                    a maximum of 5 years. A fraction of month shall be rounded
                    up to a whole month.

     3.2  Notwithstanding paragraph 3.1 above, if the Executive shall become
          disabled and qualify for payment under Schedule IV of the Employment

                                       24
<PAGE>   25
          Agreement, the service accrual for pension purposes shall be at the
          rate of one half of one month for each month during which a payment is
          made pursuant to paragraph (ii) of the aforementioned Schedule IV
          ("Supplemental Disability Payment"),

     3.3  If the Executive does not have a Qualified Spouse (as defined under
          the Plan) at the pension commencement date, the Retirement Benefit
          shall be payable for the lifetime of the Executive. If the Executive
          has a Qualified Spouse, the Executive may elect, before the pension
          commencement date, to receive a reduced Retirement Benefit for his
          lifetime and his surviving Qualified Spouse shall receive either 50%
          of the unreduced Retirement Benefit or 100% of the reduced Retirement
          Benefit for her lifetime.

          The applicable reduction factors are as follows:
          --   50% spousal option: 90.4%
          --   100% spousal option: 83.9%.

     3.4  Notwithstanding paragraph 3.1, the Retirement Benefit may be commuted
          to an immediate cash value on an Actuarially Equivalent basis at the
          applicable Date of Determination, in whole or in part, at the request
          of the Executive and with the consent of the Board of Directors of
          Alcan. Such request shall be made in writing to Alcan at least one
          month prior to his applicable Date of Determination, or at the pension
          commencement date if it occurs later than said Date of Determination.

          Actuarial Equivalence shall be determined by the rules in the Plan for
          the cash-out of Members' benefits (Section 4.3.4 of the Plan). Any
          Retirement Benefit payable in any year is limited to the deduction
          limitation provided in Section 162(m) of the Internal Revenue Code.
          Any amount deferred pursuant to this deduction limitation shall be
          credited with interest at the rate used to calculate the actuarial
          equivalent of the Retirement Benefits.

                                       25
<PAGE>   26
     3.5  In the event of the Executive's death prior to his Pension
          Commencement Date, a monthly spousal benefit will be payable to the
          Executive's surviving Qualified Spouse for her life.

          The amount of the monthly spouse's benefit will be equal to the amount
          of benefits that the Qualified Spouse would have received had the
          Executive retired on the day before his death, chosen the 50% spousal
          option and then died the following day.

     3.6  The monthly pension shall be payable from the first of the month
          coinciding with or next following the Date of Determination.

4.   GENERAL PROVISIONS

     4.1  Nothing contained herein shall constitute an agreement or undertaking
          by the Executive to remain in the employment of the Alcan for any
          specific period, nor an undertaking by Alcan to employ the Executive
          for any specific period. The term of the Executive's employment and
          its termination shall be governed by the terms of the Employment
          Agreement.

     4.2  Any benefits which the Executive shall receive under this Agreement
          shall be in substitution for any rights he may now or hereafter have
          to an annuity, retirement allowance, pension or similar benefit under
          any other agreement with Alcan or any of its Subsidiaries. The
          Executive hereby agrees that he will be excluded from participation to
          the Plan.

     4.3  Alcan shall be entitled to assign its rights hereunder to, and to
          cause all or any portion of its obligations hereunder to be assumed
          by, any direct or indirect subsidiary of Alcan incorporated in the
          United States of America. However Alcan shall remain liable on a joint
          and several basis with the assignee as regards any obligation so
          assumed.

                                       26
<PAGE>   27

     4.4  This Agreement and all of the rights and benefits of the Executive
          hereunder are personal to the Executive, and may not be alienated,
          assigned or transferred by the Executive in whole or in part,
          voluntarily or involuntarily.

     4.5  This Agreement shall enure to the benefit of and be binding upon the
          heirs, executors, administrators and successors of the parties hereto.

     4.6  The benefits paid to the Executive under this Agreement are considered
          by Alcan to be in the nature of a retirement benefit. However, Alcan
          neither warrants nor guarantees that the benefits will be so regarded
          and so treated by third parties, including taxation authorities of the
          United States of America or Canada.

     4.7  Any notice to be given hereunder shall be given in writing and may be
          given either personally or may be sent by registered mail, addressed
          in the case of the Executive to him at his last known place of
          residence and, in the case of Alcan Inc., at its principal place of
          business, 1188 Sherbrooke Street West, Montreal, Quebec, H3A 3G2, c/o
          the Secretary.

     4.8  Pension benefits provided under this agreement are not subject to
          post-retirement pension augmentations.

     4.9  Alcan will use its best endeavors at all times to ensure payment of
          the Retirement Benefit provided herein, but shall be under no
          obligation in that regard to set aside any amounts or make any
          contribution to any trust or other fund or establish any book reserve
          in the amount of the Retirement Benefit payable hereunder, in
          accordance with generally acceptable accounting practices.

     4.10 This Agreement shall be construed in accordance with and governed by
          the laws of the State of New York.

                                       27


<PAGE>   28
     IN WITNESS WHEREOF the parties hereto have duly executed this Agreement,
with effect as of the day and year first above written, at the places and on the
dates indicated below.

ALCAN INC.


Per:    /s/ John R. Evans                    Per:    /s/ Travis Engen
      ----------------------                      ------------------------
          John R. Evans                                  Travis Engen
      Chairman of the Board

Date:    12 March , 2001                     Date:     12 March, 2001
      ----------------------                        ----------------------
Place:  Montreal, Quebec                     Place:
                                                    ----------------------

                                       28
<PAGE>   29
                                  SCHEDULE III

                           CHANGE OF CONTROL AGREEMENT

                                A G R E E M E N T


Agreement made as of the 23rd day of February 2001, by and between Alcan
Aluminium Limited, a corporation incorporated under the laws of Canada with its
registered office at 1188 Sherbrooke Street West, Montreal, Quebec, Canada
H3A 3G2 (the "Corporation") and Travis Engen (the "Executive").

WITNESSETH:

     WHEREAS, the Corporation and the Executive have entered into an Employment
Agreement, dated the same date hereof (the "Employment Agreement") whereby the
Executive has agreed to become the President and Chief Executive Officer of the
Corporation;

     WHEREAS, the Corporation believes that the establishment and maintenance of
a sound and vital management of the Corporation is essential to the protection
and enhancement of the interests of the Corporation and its shareholders; and

     WHEREAS, the Corporation also recognizes that the possibility of a Change
of Control of the Corporation (as defined in Section 1 hereof), with the
attendant uncertainties and risks, might result in the departure or distraction
of key employees of the Corporation to the detriment of the Corporation and its
shareholders; and

     WHEREAS, the Corporation has determined that it is appropriate to take
steps to induce key employees to remain with the Corporation, and to reinforce
and encourage their continued attention and dedication, when faced with the
possibility of a Change of Control of the Corporation.

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

1.   Change of Control shall mean any of the following:

     1.1  the acquisition of direct or indirect beneficial ownership (as
          determined under Rule 13d-3 promulgated under the United States
          Securities Exchange Act of 1934), in the aggregate, of securities of
          the Corporation representing twenty percent (20%) or more of the total
          combined voting power of the Corporation's then issued and outstanding
          voting securities entitled to vote in the general election for
          directors, by any person or entity or group of associated persons or
          entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the
          United States Securities Exchange Act of 1934) acting jointly or in
          concert (other than its


                                       29

<PAGE>   30
          subsidiaries or any employee benefit plan of either) (a "Person"),
          provided that, if a buyback of shares by the Corporation causes the
          Person to attain such limit, such limit shall not be deemed attained
          unless and until such Person acquires any such voting securities of
          the Corporation after the buyback that caused the level to be
          attained;

     1.2  the amalgamation, merger, arrangement, reorganization or consolidation
          of the Corporation with a Person (including for the purposes of this
          Agreement any transaction or series of transactions such as share
          exchange transaction with the same stated or effective objective)
          other than:

          (a)  an amalgamation, merger, arrangement, reorganization or
               consolidation which would result in the voting securities of the
               Corporation outstanding immediately prior thereto continuing to
               represent (either by remaining outstanding or by being converted
               into voting securities of the surviving or parent entity)
               two-thirds or more of the combined voting power (based on normal
               issue voting) of the voting securities of the Corporation or such
               surviving or parent entity outstanding immediately after such
               amalgamation, merger, arrangement, reorganization or
               consolidation in substantially the same proportion as immediately
               prior to such amalgamation, merger, arrangement, reorganization
               or consolidation, without there occurring as a result or in
               connection therewith any substantial change in the composition of
               the Corporation's Board; or

          (b)  an amalgamation, merger, arrangement, reorganization or
               consolidation effected to implement a recapitalization of the
               Corporation (or similar transaction) in which no Person is or
               becomes the beneficial owner, directly or indirectly (as
               determined under Rule 13-d-3 promulgated under the United States
               Securities Exchange Act of 1934), of securities representing more
               than the amounts set forth in paragraph 1.1 above;

     1.3  the approval by shareholders of the Corporation of any plan or
          proposal for the complete liquidation or dissolution of the
          Corporation;

     1.4  the issuance by the Corporation of shares (of the same or equivalent
          class as the principal class of publicly listed voted equity shares of
          the Corporation) in connection with an exchange offer acquisition
          (including, for the purposes of this Agreement, a series of connected
          exchange offer acquisitions), if such issuance results in the holders
          of the Corporation's principal class of publicly listed voting shares
          (immediately prior to the issuance) holding less than two-thirds of
          the total number outstanding (immediately following the issuance) and
          there occurs in connection therewith any substantial change in the
          composition of the Corporation's Board.

                                       30
<PAGE>   31
     1.5  the sale or other disposition of all or substantially all of the
          assets of the Corporation other than the sale or other disposition of
          all or substantially all of the assets of the Corporation either

          (a)  to a person or persons who beneficially own, directly or
               indirectly, at least fifty percent (50%) or more of the combined
               voting power (based on normal issue voting) of the voting
               securities of the Corporation at the time of the sale; or

          (b)  in a manner such that after such sale or other disposition the
               ultimate parent entity of the acquirer is, directly or
               indirectly, owned (based on normal issue voting) at least fifty
               percent (50%) by shareholders who immediately prior to such
               transaction owned at least fifty percent (50%) of the voting
               power (based on normal issue voting) of the Corporation
               immediately prior to such transaction in materially the same
               proportion as owned by such shareholders immediately prior to
               such transaction;

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

     1.6  the approval by the vote of the Corporation's holders voting shares of
          any amalgamation, merger, arrangement, reorganization or consolidation
          in which the Corporation will not survive as a publicly-owned
          corporation or should the Corporation for any reason become a
          subsidiary (as defined in the Canada Business Corporations Act) of any
          other corporation;

     1.7  individuals who, as of the close of business on the effective date of
          this Agreement, constitute the Board (the "Incumbent Directors") cease
          for any reason to constitute at least two-thirds of the Board;
          provided that any person becoming a Director subsequent 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 least two-thirds
          of the Incumbent Directors then on the Board (either by a specific
          vote or by approval of the Management Proxy Circular of the
          Corporation in which such person is named a nominee for Director,
          without objection to such nomination) shall be an Incumbent Director;
          provided, however, that no individual elected or nominated as a
          Director of the Corporation initially as a result of an actual or
          threatened proxy or election contest with respect to Directors, as a
          result of any other actual or threatened solicitation of proxies or
          consents by or on behalf of any person other than the Board or as a
          result of or in connection with any amalgamation, merger, arrangement,
          reorganization, consolidation or share exchange acquisition
          transaction by the Corporation with any Person, shall be deemed to be
          an Incumbent Director;

Only the first Change of Control after the date hereof shall be deemed a Change
of Control hereunder.

Notwithstanding the foregoing, should the Person referred to in paragraph 1.1
above include Mr. Martin Ebner or BZ Group Holding Limited, the reference to
"twenty percent (20%)" in such paragraph shall be replaced with "thirty percent
(30%)."

                                       31
<PAGE>   32
2.   TERM.  This agreement shall commence on the date hereof and shall expire,
     unless previously terminated as provided herein, on the earliest of

     (i)    31st July 2002;

     (ii)   the date of the Executive's death or termination as a result of
            Disability, as defined below;

     (iii)  subject to Section 3 hereof, the date of the retirement or other
            termination of the Executive's employment(voluntarily or
            involuntarily) with the Corporation prior to a Change of Control; or

     (iv)   if prior to a Change of Control, the entity for which the Executive
            is then working ceases to be a Subsidiary, as defined in Section 8
            hereof, of Corporation.

            Notwithstanding anything in this Agreement to the contrary, if the
            Corporation becomes obligated to make any payment to the Executive
            pursuant to the terms hereof at or prior to the expiration of this
            Agreement, then this Agreement shall remain in effect for such
            purposes until all of the Corporation's obligations hereunder are
            fulfilled. Further, the provisions of paragraph 9.1 hereunder shall
            survive and remain in effect notwithstanding the termination of this
            Agreement, the termination of the Executive's employment or any
            breach or repudiation of alleged breach or repudiation by the
            Corporation of this Agreement or any one or more of his terms.

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

3.   TERMINATION FOLLOWING CHANGE OF CONTROL.

     3.1    If, and only if, a Change of Control occurs and one of the following
            occurs : (i) the Executive's employment with the Corporation is
            terminated by the Corporation without Cause other than for
            Disability, or (ii) by the Executive for Good Reason, during the
            period running from the date of the Change of Control to twelve (12)
            months after the date of such Change of Control, then the Executive
            shall be entitled to the amounts provided in Section 4 upon such
            termination.

            In addition, notwithstanding the foregoing, in the event the
            Executive is either terminated without Cause or terminates
            employment for Good Reason (based on an event occurring within three
            (3) months prior the occurrence of a Change of Control) 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 the Agreement and the Executive shall be
            entitled to the amounts provided under Section 4 hereof reduced by
            any amounts otherwise received in connection with his termination of
            employment.

     3.2    As used in this Agreement, termination for Good Reason shall mean a
            termination by the Executive within ninety (90) days after the
            occurrence of the Good Reason event, failing which such event shall
            not constitute Good Reason under this Agreement. For purposes of
            this Agreement, "Good Reason" shall mean the

                                       32
<PAGE>   33
            occurrence or failure to cause the occurrence of any of the
            following events without the Executive's express written consent:

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

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

     (iii)  a relocation of the Executive's principal business location to an
            area outside the country of the Executive's principal business
            location at the time of the Change of Control;

     (iv)   a failure by the Corporation after a Change of Control to continue
            any annual Executive Performance Award Plan, program or arrangement
            in which the Executive is then entitled to participate (the "Bonus
            Plans"), provided that any such plan(s) may be modified at the
            Corporation's discretion from time to time but shall be deemed
            terminated if (x) any such plan does not remain substantially in the
            form in effect prior to such modification and (y) if plans providing
            the Executive with substantially similar benefits are not
            substituted therefor ("Substitute Plans"), or a failure by the
            Corporation to continue the Executive as a participant in the Bonus
            Plans and Substitute Plans on at least the same basis as to
            potential amount of the bonus and the achievability thereof as the
            Executive participated immediately prior to any change in such plans
            of awards, in accordance with the Bonus Plans and the Substitute
            Plans;

     (v)    a failure to permit the Executive after the Change of Control to
            participate in cash or equity based incentive plans and programs
            (i.e. the Corporation's Executive Deferred Share Unit Plan,
            Non-Qualified Deferred Compensation Plan, Executive Share Option
            Plan) other than Bonus Plans on a basis providing the Executive in
            the aggregate with an annualized award value in each fiscal year
            after the Change of Control at least equal to the aggregate
            annualized award value being provided by the Corporation to the
            Executive under such incentive plans and programs immediately prior
            to the Change of Control (with any awards intended not to be
            repeated on an annual basis allocated over the years the awards are
            intended to cover);

     (vi)   the failure by the Corporation to continue in effect any employee
            benefit program such as a saving, pension, excess pension, medical,
            dental, disability, accident, life insurance plan or a relocation
            plan or policy or any other material plan, program, perquisite or
            policy of the Corporation intended to benefit the Executive in which
            the Executive is participating at the time of a Change of Control
            (or programs providing the Executive with at least substantially
            similar benefits) other than as a result of the normal expiration of
            any such employee benefit program in accordance with its terms as in
            effect at the time of a Change of Control, or taking of any action,
            or the failure to act, by the Corporation which would adversely
            affect the executive's continued participation in any of such
            employee benefit programs on at least as favourable a basis to the
            Executive as is the

                                       33
<PAGE>   34
            case on the date of a Change of Control; or which would materially
            reduce the Executive's benefits in the future under any of such
            employee benefit programs or deprive him of any material benefit
            enjoyed by the Executive at the time of a Change of Control;

     (vii)  a material breach by the Corporation of any other written agreement
            with the Executive that remains uncured for twenty-one (21) days
            after written notice of such breach is given to the Corporation;

     (viii) failure of any successor (as defined in Section 10 herein) to assume
            in a writing delivered to the Executive the obligations hereunder
            within twenty-one (21) days after written notice by the Executive,
            or

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

            (i)   the failure by the Executive to attempt to substantially
                  perform his or her duties and responsibilities with regard to
                  the Corporation or any affiliate (other than any such failure
                  resulting from the Executive's incapacity due to physical or
                  mental illness of any such actual or anticipated failure by
                  the Executive for Good Reason, as defined in paragraph 3.2)
                  after demand for substantial performance is delivered by the
                  Corporation that specifically identifies the manner in which
                  the Corporation believes the Executive has failed to attempt
                  to substantially perform his or her duties and
                  responsibilities and a reasonable time for the Executive to
                  correct or remedy;

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

            (iii) any misappropriation or fraud with regard to the Corporation
                  or any of the assets of the Corporation (other than good faith
                  expense account disputes).

            For purposes of this paragraph, no act, or failure to act, on the
            Executive's part shall be considered "willful" unless done or
            omitted to be done, by him or her not in good faith and without
            reasonable belief that his or her action or omission was in the best
            interests of the Corporation. In the event that the Executive
            alleges that the failure to attempt to perform his or her duties and
            responsibilities is due to a physical or mental illness, and thus
            not "Cause" under paragraph 3.3, the Executive shall be required to
            furnish the Corporation with a written statement from a licensed
            physician who is reasonably acceptable to the Corporation which
            confirms the Executive's inability to attempt to perform due to such
            physical or mental illness. A termination for Cause after a Change
            of Control shall be based only on events occurring after such Change
            of Control; provided, however, the foregoing limitation shall not
            apply to an event constituting Cause which was not discovered by the
            Corporation prior to a Change of Control.

                                       34
<PAGE>   35


4.   COMPENSATION UPON TERMINATION.

     4.1  If the Executive's employment is terminated for Cause following a
          Change of Control or upon the occurrence of a Change of Control in a
          manner described in paragraph 3.1 the Corporation shall:


          (a)  pay to the Date of Termination, the Executive's Base Salary, the
               prorated amount of the guideline award under the Corporation's
               Executive Performance Award Plan (EPA) and the cash value of any
               untaken and accrued vacations to the Date of Termination. The
               aggregate amount will be paid within five (5) days of the Date of
               Termination;

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

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

          (d)  not grant any options to purchase shares under the Alcan
               Executive Share Option Plan to the Executive between the date of
               Notice of Termination and the actual Date of Termination.

     4.2  In the event of Termination for Cause following a Change of Control,
          the Corporation's obligations to the Executive shall be limited to
          those under paragraph 4.1.

     4.3  If the Executive's employment is terminated after the first occurrence
          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 of any benefit plan, to a severance pay, subject to the
          following paragraph, as provided below :

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

          (b)  an amount equal to 36 times the monthly EPA guideline amount in
               force on the Date of Termination; and

          (c)  an amount equal to 36 times the monthly Mid-Term Incentive
               Program (MTIP) guideline amount in force on the Executive's Date
               of Termination.

          If the Date of Termination is before the Executive's declared
          retirement date, the severance pay shall be calculated using a number,
          in lieu of 36, equal to the number of months remaining to such
          retirement date, in each of sub-paragraphs (a), (b) and (c) above.

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

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

          (ii) in 36 equal monthly installments, (or for a period consistent
               with the Corporation's practices as approved by the Personnel
               Committee of the


                                       35
<PAGE>   36
               Board) after having the Executive transferred to the non-active
               payroll of the Corporation where in such case all benefit plan
               coverage continue at the previous level for that same number of
               months except coverage under the Corporation's short-term and
               long-term disability plans, vacation program, eligibility in the
               Alcan Share Option Plan and perquisite benefit (car, financial
               and tax counseling, club membership) which shall cease on Date of
               Termination.

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

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

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

5.   NOTICE OF TERMINATION.  After a Change of Control, any purported
     termination of the Executive's employment (other than by reason of death)
     shall be communicated by written Notice of Termination from one party
     hereto to the other party hereto in accordance with Section 13. For
     purposes of this Agreement, a "Notice of Termination" shall mean a notice
     which shall set forth in reasonable detail the facts and circumstances
     claimed to provide a basis for termination of the Executive's employment.

6.   DATE OF TERMINATION.  "Date of termination", with respect to any purported
     termination of the Executive's employment after a Change of Control, shall
     mean the date specified in the Notice of Termination (which, in the case of
     a termination by the Corporation, shall not be less than thirty (30) days
     except in the case of a termination for Cause which shall be the date
     specified in the Notice of Termination and, in the case of a termination by
     the Executive for Good Reason, shall not be earlier than twelve (12) months
     after the Change of Control). In the event of Notice of Termination by the
     Corporation, the Executive may treat such notice as having a date of
     termination at any date between the date of the receipt of such notice and
     the date of termination indicated in the Notice of Termination by the
     Corporation; provided, that the Executive must give the Corporation written
     notice of the date of termination if he or she deems it to have occurred
     prior to the date of termination indicated in the notice.

7.   NO DUTY TO MITIGATE/SET-OFF.  The Corporation agrees that if the
     Executive's employment with the Corporation is terminated pursuant to this
     Agreement during the term of this Agreement, the Executive shall not be
     required to seek other employment or to attempt in any way to reduce any
     amounts payable to the Executive by the Corporation pursuant to this
     Agreement. Further, the amount of any payment or benefit provided for in
     this Agreement shall not be reduced by any compensation earned by the
     Executive or benefit provided to the Executive as the result of employment
     by another employer or otherwise.

                                       36
<PAGE>   37
     Except as otherwise provided herein and apart from any disagreement between
     the Executive and the Corporation concerning interpretation of this
     Agreement or any term or provision hereof, the Corporation's obligations to
     make the payments provided for in this Agreement and otherwise to perform
     its obligations hereunder shall not be affected by any circumstances,
     including without limitation, any set-off, counterclaim, recoupment,
     defense or other right which the Corporation may have against the
     Executive.

8.   SERVICE WITH SUBSIDIARIES OR THE CORPORATION.  For purposes of this
     Agreement, employment by the Corporation or a Subsidiary of the Corporation
     shall be deemed to be employment by the Corporation and references to the
     Corporation shall include all such entities, except that the payment
     obligation hereunder shall be solely that of the Corporation. A Change of
     Control, however, as used in this Agreement, shall refer only to a Change
     of Control of Alcan Aluminium Limited. For purposes of this Agreement a
     "Subsidiary" shall mean any entity in which the Corporation owns, directly
     or indirectly, at least fifty percent (50%) of the outstanding securities
     entitled to vote for the election of directors.

9.   CONFIDENTIALITY - NO NON-COMPETITION - NO RESIGNATION.

     9.1  The Executive shall not at any time during the term of this Agreement,
          or thereafter, directly or indirectly, for any reason whatsoever,
          communicate or disclose to any unauthorized person, firm or
          corporation, or use for the Executive's own account, without the prior
          written consent of the Board, any proprietary processes, trade secrets
          or other confidential data or information of the Corporation and its
          related and affiliated companies concerning their businesses or
          affairs, accounts, products, services or customers, it being
          understood, however, that the obligations of this Section shall not
          apply to the extent that the aforesaid maters (i) are disclosed 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
          the Executive's wrongful act or omission.

     9.2  Upon the occurrence of a Change of Control, any non-competition
          agreement between the Corporation and the Executive shall be
          considered null and void.

10.  SUCCESSORS - BINDING AGREEMENT.  In addition to any obligations imposed by
     law upon any successor to the Corporation, the Corporation will require any
     successor (whether direct or indirect, by purchase, amalgamation, merger,
     arrangement, reorganization, consolidation or otherwise) to all or
     substantially all of the business and/or assets of the Corporation to
     expressly assume and agree in writing to perform this Agreement in the same
     manner and to the same extent that the Corporation would be required to
     perform it if no such succession had taken place. This Agreement shall
     inure to the benefit of and be enforceable by the Executive's personal or
     legal representatives, executors, administrators, successors and heirs. If
     the Executive shall die after termination of his employment while any
     amount would still be payable to the Executive hereunder if the Executive
     had continued to live, all such amounts, unless otherwise provided herein,
     shall be paid in accordance with the terms of this Agreement to the
     executors, personal

                                       37
<PAGE>   38
    representatives or administrators of the Executive's estate. This Agreement
    is personal to the Executive and neither this Agreement nor any rights
    hereunder may be assigned by the Executive.

11. MISCELLANEOUS.  No provisions of this Agreement may be modified, waived or
    discharged unless such waiver, modification or discharge is agreed to in
    writing and signed by the Executive and such officer as may be specifically
    designated by the Board. No waiver by either party hereto at any time of any
    breach by the other party hereto of, or compliance with, any condition or
    provision shall be deemed a waiver of similar or dissimilar provisions or
    conditions at the same or at any prior or subsequent time. This Agreement
    and the Employment Agreement constitute the entire agreement between the
    parties hereto pertaining to the subject matter hereof. No agreements or
    representations, oral or otherwise, express or implied, with respect to the
    subject matter hereof have been made by either party which are not expressly
    set forth in this Agreement or the Employment Agreement. All references to
    any law shall be deemed also to refer to any successor provisions to such
    laws.

12. COUNTERPARTS.  This Agreement may be executed in several counterparts, each
    of which shall be deemed to be an original but all of which together will
    constitute one and the same instrument.

13. NOTICES.  Any notice or other communication required or permitted hereunder
    shall be in writing and shall be delivered personally, or sent by registered
    mail, postage prepaid as follows:


    (i)  If to the Corporation, to:

         Alcan Aluminium Limited
         1188 Sherbrooke Street West
         Montreal, Quebec
         H3A 3G2

         Attention:  Corporate Secretary

    (ii) If to the Executive, to his last shown address on the books of the
         Corporation.

         Any such notice shall be deemed given when so delivered personally, or,
         if mailed, five days after the date of deposit in the Canadian mail.
         Any party may by notice given in accordance with this Section to the
         other parties, designate another address or person for receipt of
         notices hereunder.

14. SEVERABILITY. If any provisions of this Agreement shall be declared to be
    invalid or unenforceable, in whole or in part, such invalidity or
    unenforceability shall not affect the remaining provisions hereof which
    shall remain in full force and effect.


                                       38
<PAGE>   39
15. LEGAL FEES.  In the event the Corporation does not make the payments due
    hereunder on a timely basis and the Executive collects any part or all of
    the payments provided for hereunder or otherwise successfully enforces the
    terms of this Agreement by or through a lawyer or lawyers, the Corporation
    shall pay all costs of such collection or enforcement, including reasonable
    legal fees and other reasonable fees and expenses which the Executive may
    incur. The Corporation shall pay to the Executive interest at the prime
    lending rate as announced from time to time by Royal Bank of Canada on all
    or any part of any amount to be paid to Executive hereunder that is not paid
    when due. The prime rate for each calendar quarter shall be the prime rate
    in effect on the first day of the calendar quarter.

16. NON-EXCLUSIVITY OF RIGHTS.  Except as otherwise specifically provided
    therein, (i) nothing in this Agreement shall prevent or limit the
    Executive's continuing or future participation in any benefit, bonus,
    incentive, equity or other plan or program provided by the Corporation and
    for which the Executive may qualify, nor (ii) shall anything herein limit or
    otherwise prejudice such rights as the Executive may have under any other
    currently existing plan, agreement as to employment or severance from
    employment with the Corporation or statutory entitlements, provided, that to
    the extent such amounts are paid under paragraph 4.2(a) hereof or otherwise,
    such amounts shall be offset against any amounts that the Executive is
    entitled to under any other program, plan, agreement or statute, including
    without limitation the Employment Agreement. Amounts that are vested
    benefits or which the Executive is otherwise entitled to receive under any
    plan or program of the Corporation, at or subsequent to the date of
    termination shall be payable in accordance with such plan or program, except
    as otherwise specifically provided herein or in the Employment Agreement.

17. NOT AN AGREEMENT OF EMPLOYMENT.  This is not an agreement assuring
    employment and the Corporation reserves the right to terminate the
    Executive's employment at any time with or without cause, subject to the
    Employment Agreement and the payment provisions hereof if such termination
    is after, or within three (3) months prior to, a Change of Control, as
    defined herein. The Executive acknowledges that he is aware that he shall
    have no claim against the Corporation hereunder or for deprivation of the
    right to receive the amounts hereunder as a result of any termination that
    does not specifically satisfy the requirements 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 agreement with 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 require that this
    Agreement and any related documents be drawn up and executed in English. Les
    parties declarent qu'elles requierent que cette convention ainsi que tous
    documents relatifs a cette convention soient rediges et executes en anglais.


                                       39
<PAGE>   40
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed and the Executive has hereunto set his hand as of the date first set
forth above.

                                                        ALCAN ALUMINIUM LIMITED

                                               By:     /s/ Dr. John R. Evans
                                                       _______________________



                                                       /s/ Travis Engen
                                                       _______________________
                                                       Travis Engen


                                       40
<PAGE>   41

                                   SCHEDULE IV

                         SUPPLEMENTAL DISABILITY PAYMENT

The Employer will make such further payments to the Employee, or to his estate
or legal representatives, as the case may be, as may be necessary over and above
those provided for in Section 6 (c) of the attached Employment Agreement so that
in the event of the Employee's Death or Disability he, or his estate or legal
representatives, shall receive the equivalent of the Accrued Obligations as of
the Date of Termination, and in the event of the Employee's Disability, he shall
receive the equivalent of:

          (i)  continuation of Base Salary as in effect immediately prior to the
               Date of Termination until the first anniversary of the Date of
               Termination, plus an amount equal to the Target Bonus for the
               year in which the Date of Termination occurs (assuming that the
               Target Bonus equals one hundred percent (100%) of the Employee's
               Base Salary as of the Date of Termination and all performance
               objectives have been met); and

          (ii) continuation of 50% of Base Salary for the period from the first
               anniversary of the Date of Termination through the Scheduled
               Termination Date, plus payment of 50% of the Target Bonus for
               each year following the year in which the Date of Termination
               occurred (assuming that the Target Bonus equals one hundred
               percent (100%) of the Employee's Base Salary as of the Date of
               Termination and all performance objectives have been met),
               provided that if the Scheduled Termination Date falls on or
               before the first anniversary of the Date of Termination, then the
               Employee shall not be entitled to any payments under this
               paragraph (ii).


                                       41


<PAGE>   42

                                   SCHEDULE V

                            CONFIDENTIALITY AGREEMENT

To Alcan Aluminium Limited

In consideration of your agreeing to employ him as your President and Chief
Executive Officer, the undersigned Employee acknowledges and agrees that his
employment by the Employer under this Agreement necessarily involves his
understanding of and access to certain trade secrets and confidential
information pertaining to the business of the Employer. Accordingly, the
Employee agrees that during the Employment Period and for a period of two (2)
years following the Date of Termination, he will not, directly or indirectly,
without the prior written consent of the Employer, disclose or use for the
benefit of any person, corporation or other entity, or for himself any and all
files, trade secrets or other confidential information concerning the internal
affairs of the Employer or its subsidiaries or affiliates, including, but not
limited to, information pertaining to its clients, services, products, earnings,
finances, operations, methods or other activities; provided, however, that the
foregoing shall not apply to information which is of public record or is
generally known, disclosed or available to the general public or the industry
generally. Notwithstanding the foregoing, the Employee may disclose such
information as required by law during any legal proceeding or to the Employee's
personal representatives and professional advisers and, with respect to such
personal representatives and professional advisers, the Employee agrees to
inform them of his obligations hereunder and take all reasonable steps to ensure
that such professional advisers do not disclose the existence or substance
hereof. Further, the Employee agrees that he shall not, directly or indirectly,
remove or retain, without the express prior written consent of the Employer, and
upon termination of employment for any reason shall return to the Employer, any
records, computer disks, computer printouts, business plans or any copies or
reproductions thereof, or any information or instruments derived therefrom,
arising out of or relating to the business of the Employer or obtained as a
result of his employment by the Employer.



                             Signed by the Employee as of February 23, 2001.

                             /s/ Travis Engen
                             -------------------------------------
                             Travis Engen


                                       42
<PAGE>   43

                                   SCHEDULE VI

                           NON-COMPETITION UNDERTAKING

To Alcan Aluminium Limited

In consideration of your agreeing to employ me as your President and Chief
Executive Officer, I acknowledge and undertake that until the expiry of two (2)
years following the termination of my employment with the Company, I will not be
entitled to act as an employee, director of or officer of, advisor to or
material investor in any corporation, partnership, person or other entity which
carries on any business which is materially competitive with the Company's
principal lines of business. Entities which carry on businesses which are so
materially competitive include without limitation, those which carry on any
business which relates to the mining or refining of bauxite, the production and
sale of alumina or primary aluminum, the production and sale of aluminum
products (such as can sheet, foil, litho sheet and other flat rolled products,
wire and cable, castings and extrusions), the trading of aluminum, the
production and sale of packaging products for tobacco, pharmaceutical,
cosmetics, health care, food or beverage products or any line of business
carried on by the Company and accounting for at least five percent (5.0%) of its
consolidated assets or gross revenues at the time of the termination of my
employment. Nevertheless, no such business shall be considered to be materially
competitive unless it is carried on in any of the jurisdictions in which the
Company carries on business at the time of the termination of my employment.

I acknowledge that in view of the position of extreme trust and confidence
attached to my position as Employee of the Company, this undertaking is
reasonable in all respects and essential to the protection of the Company and
its shareholders. I shall continue to be bound by its terms of this undertaking
notwithstanding the termination of my employment for any reason.

For the purposes of the foregoing: the "Company" means Alcan Aluminium Limited
as well as its subsidiaries, affiliates and joint ventures, and "Material
Investor" means the holder of more than five per cent (5.0% ) of the outstanding
voting or equity shares, units or similar interests.


                             Signed by the Employee as of February 23, 2001.

                             /s/ Travis Engen
                             ---------------------------------------
                             Travis Engen


                                       43


<PAGE>   44

                                  SCHEDULE VII

                               INDEMNITY AGREEMENT


BETWEEN        ALCAN ALUMINIUM LIMITED, a corporation incorporated under the
               laws of Canada and having its head office in the City and
               District of Montreal, in the Province of Quebec (hereinafter
               referred to as "Alcan")

AND

               TRAVIS ENGEN
               (hereinafter referred to as "the Employee")


IN CONSIDERATION of the Employee consenting to act as a director, and continuing
to act as a director, of Alcan, Alcan agrees that it shall indemnify the
Employee in accordance with the conditions provided in this Agreement.

1.   The terms "liability" and "expense" shall include, but shall not be limited
     to, costs, charges, counsel fees and disbursements, and amounts paid to
     settle claims, actions, suits or proceedings or to satisfy judgments, fines
     or penalties incurred by or on behalf of the Employee in respect of a
     claim, action, suit or proceeding as defined below.

2.   The terms "claim, action, suit or proceeding" shall include any claim,
     action, suit or proceeding (whether civil, criminal, administrative or
     investigative) or any threat thereof, involving the Employee or to which
     the Employee is made party by reason of being, or having been, an employee
     or a director of Alcan or any one of its subsidiaries or affiliates (this
     shall be interpreted as including any organization, partnership, joint
     venture, trust, enterprise or entity under Alcan's direct or indirect
     control).

3.   Except in respect of a claim, action, suit or proceeding by or on behalf of
     Alcan, Alcan shall, to the fullest extent permitted by law, indemnify the
     Employee against any and all liability and expense that may reasonably be
     incurred by the Employee in respect of any claim, action, suit or
     proceeding.

4.   In respect of a claim, action, suit or proceeding by or on behalf of Alcan,
     Alcan shall, to the fullest extent permitted by law, indemnify the Employee
     against any and all liability and expense that may reasonably be incurred
     by the Employee in connection therewith.

5.   If, prior to the final disposition of any claim, action, suit or
     proceeding, the Employee wishes to be reimbursed for expenses incurred,
     then, upon the application of the Employee


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<PAGE>   45
     to Alcan and upon receipt of an undertaking by the Employee to repay such
     amount should it be determined upon such final disposition that the
     Employee was not entitled to indemnification, Alcan shall advance monies to
     the Employee to cover reasonable expenses actually incurred by the
     Employee.

6.   If any income tax is deemed by any taxation authority to be payable by the
     Employee by reason of:

     (a)  the value to the Employee of the undertaking by Alcan herein
          contained, and/or

     (b)  any indemnity payment actually made to the Employee hereunder,

          then, Alcan shall, upon notice to such effect, pay to the Employee
          such amount or amounts as shall be necessary to save the Employee
          harmless from the burden of such income tax and any other income tax
          paid consequent to the operation of this Article 7. In the event that
          the Employee is assessed for income tax as aforesaid and Alcan makes
          any payment to the Employee pursuant to this Article, the Employee
          agrees to take any steps necessary to enable Alcan to contest, at its
          expense, the assessment of income tax.

7.   The rights of indemnification provided in this Agreement shall be in
     addition to any rights to which the Employee may otherwise be entitled by
     statute, by-law, agreement, vote of shareholders of Alcan or otherwise.

8.   In the event that this Agreement would otherwise be held inoperative as
     providing for indemnity to an extent greater than that permitted under the
     provisions of the Canada Business Corporations Act, then those of its terms
     which would be so affected shall be construed so as to provide indemnity to
     the maximum extent permitted by the said Act.

9.   This Agreement may not be amended or modified in any manner except by a
     written agreement executed by the Employee and Alcan.

10.  This Agreement shall be binding on Alcan, its successors and assigns and
     shall ensure to the benefit of the Employee and the legal representatives,
     heirs, successors and assigns of the Employee and shall continue
     notwithstanding that the Employee has ceased to be an employee or a
     director of Alcan.

12.  The parties hereto declare that they require that this Agreement and any
     related documents be drawn up and executed in English.

     Les parties declarent qu'elles requierent que cette convention ainsi que
     tous documents relatifs a cette convention soient rediges et executes en
     anglais.


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<PAGE>   46


IN WITNESS WHEREOF the parties hereto have duly executed this Agreement at the
places and as of February 23, 2001.

ALCAN ALUMINIUM LIMITED

<TABLE>
<S>                              <C>
By: /s/  John R. Evans              By: /s/  Travis Engen
    -------------------------           -------------------------
    John R. Evans, Chairman                  Travis Engen
</TABLE>

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