<PAGE>   1
                                                                 EXHIBIT 10.10.1
                                                                     Page 1 of 9





                            ALCAN ALUMINIUM LIMITED


              AMENDMENT NO. 1 TO THE RETIREMENT COMPENSATION PLAN


                                      FOR


                            NON-EXECUTIVE DIRECTORS


                    Adopted with effect from 1 January 1997





<PAGE>   2

                                                                 EXHIBIT 10.10.1
                                                                     Page 2 of 9


I.       PREAMBLE AND DEFINITIONS

         I.A)    Title

                 This Amendment No.1 to the Retirement Compensation Plan for
                 Non-Executive Directors (the "Plan") is hereinafter referred
                 to as "Amendment No.1."

         I.B)    Object and Effective Date of Amendment No. 1

                 The object of Amendment No.1  is to make changes to certain
                 provisions of the Plan with effect from 1 January 1997.

         I.C)    Additional Definitions

                 The following additional definitions are incorporated into the
                 Plan:

                 1.3.10   "Account" means a book account maintained by the
                          Company reflecting the     Units credited to each
                          Member pursuant to Article 9 of the Plan.

                 1.3.11   "Average Share Price" means the average of the
                          closing sale prices for board lots for the Shares on
                          The Montreal Exchange and The Toronto Stock Exchange
                          and for record lots for the Shares as reported on the
                          New York Stock Exchange - Consolidated Trading, on
                          each day during the last five trading days prior to
                          the dividend declaration date (pursuant to Article
                          9.2), any currency conversion being made at the Bank
                          of Canada noon rate of exchange on the relevant day.

         1.3.12   "Board" means the board of directors of the Company.

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

                 1.3.14   "Non-Executive Director" means a Director of the
                          Company who is not an Employee of the Company nor of
                          any company in which the Company holds more than
                          fifty percent of the outstanding voting shares.

                 1.3.15   "Personnel Committee" means the Personnel Committee
                          of the Board and any successor committee.

                 1.3.16   "Secretary" means the Secretary of the Company.

                 1.3.17   "Share" means a Common Share of the Company.





<PAGE>   3

                                                                 EXHIBIT 10.10.1
                                                                     Page 3 of 9



                 1.3.18   "Unit" means a unit of measurement for record-keeping
                          purposes under the    Plan, and shall include
                          fractional units.

        I.D)     Replacement of a definition

                 Article 1.3.8 of the Plan is hereby deleted and replaced by
                 the following:

                 1.3.8   "Retirement Date" means the date on which a Member
                   ceases to be a Director.



II.      DELETIONS

                 Articles 7 and 8 of the Plan are deleted.



III.     ADDITIONS

         III.A)  The following paragraph is added to Article 3.1.2 of the Plan:


                 A person who becomes a Non-Executive Director after 1 January
                 1997 shall not be eligible to become a Member of the Plan.


         III.B)  The following additional Articles are incorporated into the
                 Plan:

         7.      TERMINATION OF ACCRUALS OF BENEFITS UNDER THE PLAN

                 7.1      Effective 1 January 1997, there shall be no further
                          accruals of benefits under the Plan in respect of
                          Members of the Plan as of that day.

                 7.2      The rights of retired Members under the Plan shall
                          not be affected by Articles 7, 8, 9 and 10.





<PAGE>   4

                                                                 EXHIBIT 10.10.1
                                                                     Page 4 of 9



         8.      IRREVOCABLE ELECTION

                 Every Member who is a Director on 1 January 1997 shall, on or
                 before 31 March 1997, make an election in writing with the
                 Secretary (pursuant to the adjoining Form and which will be
                 irrevocable once made) to continue membership in the Plan in
                 accordance either with Article 9 or with Article 10 of the
                 Plan.

                 In default of making such option, a Member shall be deemed to
                 have elected to continue membership under Article 10 of the
                 Plan.


         9.      CONVERSION OF BENEFITS ACCRUED UNDER THE PLAN

                 9.1      A Member, as of 1 January 1997, may convert the
                          entire amount of benefits accrued to such Member up
                          to and including 31 December 1996 into Units (in the
                          following manner) and the number of such Units shall
                          be credited to the Member s Account on 1 January
                          1997:

                          The number of Units will be determined by dividing
                          (a) the present value (determined in accordance with
                          a method approved by the Personnel Committee) on 31
                          December 1996 of the retirement income stream under
                          the Plan based on total Board and Committee service
                          to that date, using level of Fees in effect on 31
                          December 1996, by (b) the average of the closing sale
                          prices for board lots for the Shares on The Montreal
                          Exchange and The Toronto Stock Exchange and for
                          record lots for the Shares as reported on the New
                          York Stock Exchange - Consolidated Trading, on the
                          last trading day of each of the 36 months immediately
                          prior to 1 January 1997, any currency conversion
                          being made at the Bank of Canada noon rate of
                          exchange on the relevant day.

                 9.2      Additional Units

                          In respect of every cash dividend declared on the
                          Shares, each Member's Account will be credited with an
                          additional number of Units, determined as follows:

                                  Units held in each respective Account on
                                  dividend declaration date

                                  multiplied by

                                  a dollar amount equal to the dividend
                                  declared per Share





<PAGE>   5

                                                                 EXHIBIT 10.10.1
                                                                     Page 5 of 9



                          divided by the Average Share Price.


                          The credit of such additional Units shall be made on
                          the dividend declaration date.

                 9.3      Certain Adjustments

                          In the event of a reorganization, recapitalization,
                          reclassification, stock split, stock dividend,
                          combination of shares, merger, amalgamation or
                          consolidation, or the sale, conveyance, lease or
                          other transfer by the Company of all or substantially
                          all of the assets of the Company, pursuant to any of
                          which such events the then outstanding Shares are
                          split or combined or changed into, become
                          exchangeable at the holder's election for, or entitle
                          the holder thereof to, other shares of stock, or any
                          similar change in the Shares or other similar event,
                          each Member's Account shall be adjusted in an
                          equitable manner to reflect such change or other
                          event.  Such adjustment shall be made by the
                          Personnel Committee and shall be conclusive and
                          binding for all purposes of the Plan.  Except as
                          provided for in this Article, Members shall have no
                          other rights as a result of any change in the Shares
                          or of any other event.

                 9.4      Unit Conversion
                        
                          On a Member's Retirement Date, the Units credited to
                          such Member's Account will be converted into a cash
                          value determined by multiplying the number of Units by
                          the average of the closing sale prices for board lots
                          for the Shares on The Montreal Exchange and The
                          Toronto Stock Exchange and for record lots for the
                          Shares as reported on the New York Stock Exchange -
                          Consolidated Trading, on the last trading day of each
                          of the 36 months immediately prior to the Retirement
                          Date.  This cash value will, at the Member's
                          irrevocable option, either be paid by the Company to
                          the Member as a lump sum or be converted into a stream
                          of annuity payments to be determined in accordance
                          with a method approved by the Personnel Committee and
                          such annuity payments shall be paid by the Company for
                          the duration of the Payment Period.

                          If a Member fails to declare his option, as aforesaid,
                          20 days prior to his Retirement Date, the cash value
                          will be converted into a stream of annuity payments to
                          be paid to the





<PAGE>   6

                                                                 EXHIBIT 10.10.1
                                                                     Page 6 of 9


                          Member for the duration of the Payment Period.

                 9.5      Death

                          In the event of death of a Member prior to Retirement
                          Date, the Spouse of such Member, or where there is no
                          surviving Spouse the Member's legal representative,
                          shall be paid a lump sum equivalent to the benefits
                          which the Member would have received had he retired
                          on that date.

                 9.6      Death After Retirement
                          In the event that a Member dies after Retirement
                          Date, the Spouse of such Member, or where there is no
                          surviving Spouse the Member's legal representative,
                          shall receive from the Company a lump sum equivalent
                          to the present value of any remaining annuity
                          payments in respect of the Member's converted Account
                          until the expiry of the Payment Period.



         10.     NON-CONVERSION OF BENEFITS ACCRUED UNDER THE PLAN

                 10.1     A Member, as of 1 January 1997, may instead of
                          converting his benefits as provided in Article 9,
                          retain his accrued benefits under the Plan based on
                          total Board and Committee service up to 31 December
                          1996.  The accrued amount so determined shall remain
                          unchanged until Retirement Date, at which time
                          installment payments will commence under the Plan
                          provided that (a) the Payment Period shall be
                          calculated up to and including 31 December 1996, and
                          that (b) the Fees shall mean the level of Fees in
                          effect on 31 December 1996.

                 10.2     For the purpose of Article 10.1, in the event that a
                          Member dies, the Spouse of such Member, or where
                          there is no surviving Spouse the Member's legal
                          representative, shall be paid a lump sum equivalent
                          to the present value of the annuity payments the
                          Member would have received, had he not died, until
                          the expiry of the Payment Period.


         11.     ADMINISTRATION

                 11.1     Unless otherwise determined by the Board, the Plan
                          shall remain an unfunded obligation of the Company
                          and all benefits payable to Members under the Plan
                          represent merely unfunded,





<PAGE>   7

                                                                 EXHIBIT 10.10.1
                                                                     Page 7 of 9


                          unsecured promises of the Company to pay a sum of
                          money to the Members in the future.

                 11.2     The Plan shall be administered by the Personnel
                          Committee and any question regarding the proper
                          administration of the Plan or the construction of any
                          term of the Plan shall be resolved by the Personnel
                          Committee, in its sole discretion.

                 11.3     The Plan may be amended or terminated at any time by
                          the Board, except as to rights already accrued
                          hereunder by the Members.

                 11.4     For the purpose of the above Article 11.3, the
                          accrued right in respect of a Member prior to his
                          Retirement Date shall be a right to receive benefits
                          in accordance with the terms of the Plan up to but
                          excluding the date of the amendment or termination of
                          the Plan.

                 11.5     The Company shall keep accurate and detailed records
                          of all transactions for all Accounts and provide
                          quarterly benefit statements to Members.

                 11.6     All expenses associated with the establishment,
                          maintenance and termination of this Plan shall be
                          borne by the Company.


              12.         NON-ALIENATION

                 12.1     Except as provided for herein, no transfer by a
                          Member of any right to any payment or benefit under
                          the Plan, whether voluntary or involuntary, by
                          operation of law or otherwise, and whether by means
                          of alienation by anticipation, sale, transfer,
                          assignment, bankruptcy, pledge, attachment, charge or
                          encumbrance of any kind, shall vest the transferee
                          with any interest or right, and any attempt to so
                          alienate, sell, transfer, pledge, attach, charge or
                          otherwise encumber any such amount, whether presently
                          or thereafter payable  shall be void and of no force
                          or effect.



                         ______________________________





<PAGE>   8

                                                                 EXHIBIT 10.10.1
                                                                     Page 8 of 9


                 (FORM FOR CONVERTING BENEFITS UNDER THE PLAN)




The Secretary
Alcan Aluminium Limited
Montreal, Canada



I, _________________________ , being a member of the Alcan Aluminium Limited
Retirement Compensation Plan for Non-Executive Directors ("Plan") amended as of
1 January 1997 ("Plan"), hereby agree that the actuarial value of all benefits
accrued by me under the Plan up to and including 31 December 1996 which amounts
to USD _____ be converted into _____ Units and credited to my Account on 1
January 1997 pursuant to Article 9 of the Plan.

I have also noted Article 7 of the Plan which provides that there shall be no
further accruals of benefits under the Plan effective 1 January 1997



                                                       _________________________
                                                                    Signature


                                                       _________________________
                                                                    Date





<PAGE>   9

                                                                 EXHIBIT 10.10.1
                                                                     Page 9 of 9


                  (FORM FOR CONTINUING MEMBERSHIP IN THE PLAN)




The Secretary
Alcan Aluminium Limited
Montreal, Canada



I, _________________________ , being a member of the Alcan Aluminium Limited
Retirement Compensation Plan for Non-Executive Directors amended as of 1
January 1997 ("Plan"), hereby declare that I wish to continue membership in the
Plan as provided in Article 10 thereof.

I have also noted Article 7 of the Plan which provides that there shall be no
further accruals of benefits under the Plan effective 1 January 1997.



                                                       _________________________
                                                                    Signature


                                                       _________________________
                                                                    Date