**Exhibit 10.18**

**Amended as of December 8, 2005**

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**ALCAN INC STOCK PRICE APPRECIATION UNIT PLAN**

**THEPLAN**

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# 1.         PURPOSE

The purposes of the Plan are to provide a means forencouraging key employees to obtain an increased proprietary interest in theenterprise and an additional incentive to further its growth and development andto assist the Company in retaining and attracting executives with experience andability.

The Plan provides for the granting to key employeesof the Company and its Subsidiaries of Stock Price Appreciation Unit (''SPAU'') on terms and subject tothe conditions set forth in this Plan. The Committee which administers the Planmay determine in its sole discretion which employees of the Company and itsSubsidiaries are eligible to be granted SPAUs.

 

**2.         Definitions **

"Alcan Group" means the Company together with itsconsolidated subsidiaries and other companies in which the Company owns,directly or indirectly, less than 50% of the voting stock but has significantinfluence over management;

"Board of Directors" means the Board of Directors of the Company;

"Change of Control Event" means any of the following:

1.   the acquisition ofdirect or indirect beneficial ownership of 50% or more of the Shares of theCompany by any person or group of associated persons acting together or jointlyand in concert;

2.   any amalgamation,merger, arrangement, reorganization or consolidation (or substantially similartransactions or series of transactions) in respect of the Company, other thanwhere (a) the Shares of the Company after the transaction would continue torepresent two-thirds or more of the combined voting securities of the resultingentity, without a concurrent substantial change in the composition of theCompany's Board of Directors, or (b) it is effected for the purpose ofimplementing a recapitalization of the Company, without there also occurring anacquisition of direct or indirect beneficial ownership of 20% or more of theShares of the Company by any person or group of associated persons actingtogether or jointly and in concert;

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

4.   the issuance by theCompany of Shares in connection with an exchange offer acquisition if suchissuance results in the Shareholders holding less than two-thirds of thecombined voting securities of the resulting entity and there is a concurrentsubstantial change in the composition of the Company's Board of Directors;

5.   the sale of all orsubstantially all of the assets of the Company, other than (a) to an owner orowners of at least two-thirds of the Company's Shares, or (b) in a manner sothat the acquirer is thereafter controlled as to at least two-thirds of itsvoting securities by the owner or owners of at least two-thirds of the Company'sShares, provided in each case that there is no concurrent substantial change inthe composition of the Company's Board of Directors; 

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6.   the completion of thecorporate approvals necessary on the part of the Company to give effect to anyamalgamation, merger, arrangement, reorganization, continuance or consolidation(or substantially similar transactions or series of transactions) in respect ofthe Company pursuant to which the Company will not survive as a stand-alonepublicly-traded corporation - without limitation the Company shall be deemed notto have survived as a stand-alone publicly-traded corporation if (a) there is nolonger a liquid market for the Shares on the Toronto or New York stockexchanges, (b) more that 50% of the Shares become held by any person or group ofassociated persons acting together or jointly and in concert, or (c) the Companybecomes a subsidiary of another corporation; or

7.   any occurrence pursuantto which individuals who were the incumbent Directors on 1 November 2005 ceasefor any reason to constitute at least two-thirds of the Company's Board,provided that any individual who became a Director subsequently whose electionor appointment was approved by at least two-thirds of the incumbent Directorsshall also be considered to be an incumbent Director, but further provided thatno individual elected or appointed initially as a result of an actual orthreatened proxy contest or solicitation of proxies or in connection withamalgamation, merger, arrangement, reorganization, consolidation or shareexchange acquisition transaction (or substantially similar transactions orseries of transactions) shall be deemed to be an incumbent Director.

For the purposes hereof asubstantial change in the composition of the Company's Board of Directors shallbe any change involving the departure of at least three Directors or any otherchange pursuant to which the Directors in office prior thereto cease toconstitute at least two-thirds of the members of the Board.  In addition, any"change of control event" which occurs for the purposes of a change of controlagreement in force between the Company and an employee of the Company or one ofits subsidiaries as of the date hereof shall be deemed to be a Change of ControlEvent hereunder in relation to that employee.

The Chairmanof the Committee may, in order to protect the interests of the Optionees if inhis reasonable judgement a Change of Control Event has become imminent but hasnot yet occurred, declare that a Change of Control Event has occurred inrelation to the Plan to enable the Optionees to exercise their Options.

"Committee" means those members of the Personnel Committee of the Board ofDirectors who are not employees of the Company or of any Subsidiary;

"Common Share" or "Share" means a Common Share of the Company;

"Company" means Alcan Inc; 

"Director" means a Director of the Company;

"Effective Date" means the date on which a SPAU is granted or any subsequentdate so designated by the Committee at the time the SPAU is granted;

"Executive" means a person who has been or is to be granted a SPAU;

"Market Value" means the average of the high and low prices of Shares on TheToronto Stock Exchange on the relevant day, or if two or more sales of Sharesshall not have been reported for that day, on the next preceding day for whichthere have been two or more reported sales;

"Plan" means the Alcan Inc Stock Price Appreciation Unit Plan adopted by theCompany on 27 of  September 2001, as amended from time to time;

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"Retirement" means (unless otherwise determined by the Committee):

(i)    retirement in accordance with the provisions of those employee benefit plans ofthe Company or any Subsidiary covering the Executive, or

(ii)   if the Executive is not covered by any such plan, as determined by theCommittee, or

(iii)  the placing of a terminated Executive on the Company's non-active payrollin order to permit such Executive to attain early retirement age.

"SPAU" means a right to receive from the Company cash in an amount equal to theexcess of the Market Value of a Share on the date of exercise of a SPAU over theMarket Value of a Share as of the date of the grant of such SPAU;

"SPAU Period" has the meaning set out in paragraph 7 below;

"Subsidiary" means any company in which the Company owns, directly orindirectly, more than 50% of the voting stock;

"Waiting Period" means a period of at least three months commencing on theEffective Date and such additional period, if any, as may be established by theCommittee at the time of the grant of the SPAU, such additional period to besubject to such terms and conditions, including conditions for the earliertermination of such additional period, as the Committee may determine.

 

**3.         Administration **

ThePlan shall be administered by the Committee. The Committee shall have full andcomplete authority to interpret the Plan and to prescribe such rules andregulations and make such other determinations as it deems necessary ordesirable for the administration of the Plan.

TheCommittee shall determine the grant of SPAU as set out in paragraph 5 below.

 

**4.         Eligibility **

In order to be eligible for the grant of SPAUs by theCommittee as provided herein, a person must be an employee of the Company or oneof its Subsidiaries.

Nomember of the Committee shall be eligible to participate in the Plan nor shallhave been eligible so to participate within the one-year period immediatelyprior to membership on the Committee.

 

**5.         Grant of SPAUs **

The Committee shall fromtime to time designate the Executives as well as the number of SPAUs to becovered by each grant and shall fix the Effective Date of the SPAU. AnyExecutive may hold more than one SPAU.

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**6.         Exercise of a SPAU **

A SPAU may be exercised in the manner prescribed by theCommittee in whole at any time or in part from time to time during the SPAUPeriod or in such amounts and at such times during the SPAU Period as theCommittee may determine. 

 

**7.         SPAU Period **

Each SPAU shall be exercisable by the Executive during aperiod ("SPAU Period") established by the Committee at the time the SPAU isgranted which shall commence after the Waiting Period and shall terminate notlater than ten years after the Effective Date, except that:

7.1       in the case of certain Executives who are, or may be deemed to be,insiders of the Company in accordance with any applicable law, the WaitingPeriod shall not be shorter than the period prescribed by such law;

7.2       subject to the SPAU Period stated above, the SPAU Period shallterminate not later than five years after the earlier of:

(a)        the death of the Executive, and

(b)        the Retirement of the Executive; and

7.3       the SPAU Period shall (unless otherwisedetermined by the Committee) terminate immediately upon the resignation of theExecutive or other termination (except if paragraph 7.2 applies) of employmentof the Executive by the Company.

Inthe case of death, the Executive's estate shall have the right to exercise theSPAUs at any time with respect to all or from time to time with respect to anyportion of the SPAUs which the Executive had not previously exercised.

Allrights under a SPAU unexercised in whole or in part at the termination of theSPAU Period shall be forfeited.

 

**8.         Non-assignable **

No SPAU or any interest therein shall be assignable bythe Executive otherwise than by will or the laws of descent and distribution.During the life of the Executive, a SPAU shall be exercisable only by theExecutive or the Executive's legal representative.

 

**9.         Effects of Certain Transactions **

Inthe event of any change in the outstanding Shares by reason of any stockdividend, stock split, recapitalization, merger, consolidation, combination orexchange of Shares or other similar corporate change, an equitable adjustmentshall be made in the formula for determining cash payable upon the exercise ofSPAUs. Such adjustment shall be made by the Committee and shall be conclusiveand binding for all purposes of the Plan.

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**10.       Amendment and Termination **

TheBoard of Directors may at any time and from time to time amend, suspend orterminate the Plan in whole or in part. No such amendment, suspension ortermination may, without the consent of the Executive to whom SPAUs shalltheretofore have been granted, adversely affect the rights of such Executive.

 

**11.       Change of Control **

Upon the occurrence of a Change of Control Event, allSPAUs shall become immediately exercisable and all Waiting Periods shall bewaived, provided that Executives who are, or may be deemed to be, insiders ofthe Company in accordance with any applicable law shall be subject to such law.

 

**12.       Insiders **

Notwithstanding anything contained herein, if an Executive is, or becomes aninsider of the Company for the purposes of any applicable law, the exercise of aSPAU is deemed, for the purposes of this Agreement and all aspects of theExecutive'srelationship with the Company,to be a disposal of a Share as if subject to trading restrictions under such lawand corresponding Company's policies.